10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: March 31, 2008
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, Suite 1100
Dallas, Texas 75240
(Address of principal executive office)

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

Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.  Yes þ     No 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 definition 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 in Rule 12b-2 of the Exchange Act).  Yes o     No þ

As of May 9, 2008, there were 19,936,757 shares of common stock outstanding.

TOREADOR RESOURCES CORPORATION

TABLE OF CONTENTS

			Page
PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements (unaudited)
		Consolidated Balance Sheets — March 31, 2008 and December 31, 2007		1
		Consolidated Statements of Operations — for the three months ended March 31, 2008 and 2007		2
		Consolidated Statements of Cash Flows — for the three months ended March 31, 2008 and 2007		3
		Notes to Consolidated Financial Statements		4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		27
	Item 4.	Controls and Procedures		27
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings		28
	Item 6.	Exhibits		28
		SIGNATURES		30
Warrant No. 39
Warrant No. 40
Amendment No. 2 to 2005 Long-Term Incentive Plan
Waiver Letter
Release Agreement - David M. Brewer
Employment Agreement - Nigel Lovett
Employment Agreement - Michael J. FitzGerald
Employment Agreement - Edward Ramirez
Employment Agreement - Charles Campise
2008 Discretionary Employee Bonus Policy
2008 Performance Goals and Payout Amounts
Summary Sheet - 2008 Director Compensation
Waiver Letter
Certification of Chief Executive Officer
Certification of Senior Vice President - Finance & Accounting and Chief Accounting Officer
Certification Pursuant to Section 906

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PART I. FINANCIAL INFORMATION

TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2008			2007
	(Unaudited)
	(In thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	12,892		$	12,721
Accounts receivable, net of allowance of $270 and $120		16,026			12,340
Other		3,549			3,912
Total current assets		32,467			28,973
Oil and natural gas properties, net, using successful efforts method of accounting		273,945			271,951
Investments		500			500
Restricted cash		11,605			10,818
Goodwill		5,243			4,942
Other assets		5,625			5,927
	$	329,385		$	323,111
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	20,315		$	18,280
Deferred lease payable		248			183
Fair value of oil and gas derivatives		521			192
Income taxes payable		1,410			674
Total current liabilities		22,494			19,329
Long-term accrued liabilities		536			522
Deferred lease payable		458			478
Long-term debt, net of current portion		30,000			30,000
Asset retirement obligations		7,907			7,339
Deferred income tax liabilities		16,857			15,368
Convertible senior notes		86,250			86,250
Total liabilities		164,502			159,286
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.15625 par value, 30,000,000 shares authorized; 20,657,778 and 20,566,470 shares issued		3,228			3,214
Additional paid-in capital		164,371			163,955
Accumulated deficit		(46,987	)		(42,564	)
Accumulated other comprehensive income		46,805			41,754
Treasury stock at cost, 721,027 shares		(2,534	)		(2,534	)
Total stockholders’ equity		164,883			163,825
	$	329,385		$	323,111

The accompanying notes are an integral part of these financial statements.

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TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31,
	2008			2007
	(Unaudited)
	(In thousands, except per share data)
Oil and natural gas sales	$	13,981		$	6,820
Operating costs and expenses:
Lease operating		3,459			2,337
Exploration expense		970			2,046
Depreciation, depletion and amortization		6,882			2,068
Dry hole expense		—			8,010
General and administrative		4,577			6,288
Loss on oil and gas derivative contracts		540			—
Total operating costs and expenses		16,428			20,749
Operating loss		(2,447	)		(13,929	)
Other income (expense):
Equity in earnings of unconsolidated investments		—			22
Foreign currency exchange gain		1,198			988
Interest and other income		281			513
Interest expense, net of interest capitalized		(2,240	)		(595	)
Total other expense		(761	)		928
Loss before taxes		(3,208	)		(13,001	)
Income tax provision (benefit)		1,203			(3,665	)
Loss from continuing operations, net of income taxes		(4,411	)		(9,336	)
(Loss) income from discontinued operations, net of income taxes		(15	)		551
Net loss		(4,426	)		(8,785	)
Preferred dividends		—			(41	)
Loss available to common shares	$	(4,426	)	$	(8,826	)
Basic income (loss) available to common shares per share:
From continuing operations	$	(0.22	)	$	(0.58	)
From discontinued operations		—			0.03
	$	(0.22	)	$	(0.55	)
Diluted income (loss) available to common shares per share:
From continuing operations	$	(0.22	)	$	(0.58	)
From discontinued operations		—			0.03
	$	(0.22	)	$	(0.55	)
Weighted average shares outstanding:
Basic		19,656			16,080
Diluted		19,656			16,080

The accompanying notes are an integral part of these financial statements.

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TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	March 31,
	2008			2007
	(Unaudited)
	(In thousands)
Cash flows from operating activities:
Net loss	$	(4,426	)	$	(8,785	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		6,882			2,314
Gain on sale of oil and gas properties and other assets		—			(702	)
Equity in earnings of unconsolidated investments		—			(22	)
Stock based compensation		659			2,038
Dry hole expense		—			8,159
Deferred income taxes benefit		33			(3,881	)
Unrealized loss on commodity derivatives		329			—
Increase in accounts receivable		(3,428	)		(29,389	)
Decrease in other current assets		382			6,651
(Increase) decrease in other assets		505			(1,127	)
Increase in accounts payable and accrued liabilities		4,606			796
Increase in income taxes payable		668			167
Net cash provided by (used in) operating activities		6,210			(23,781	)
Cash flows from investing activities:
Expenditures for property and equipment		(5,336	)		(21,945	)
Restricted cash		(143	)		9,435
Proceeds from sale of oil and gas properties, investments and other assets		—			820
Distributions from unconsolidated subsidiaries		—			60
Net cash used in investing activities		(5,479	)		(11,630	)
Cash flows from financing activities:
Borrowings from long-term debt		—			25,000
Repayments of long-term debt		—			(16,550	)
Payment of equity issue cost		—			(2,451	)
Proceeds from issuance of common stock		—			45,000
Payment of preferred dividends		—			(41	)
Exercise of stock options		—			1,036
Net cash provided by financing activities		—			51,994
Net increase in cash and cash equivalents		731			16,583
Effects of foreign currency translation on cash and cash equivalents		(560	)		3,644
Cash and cash equivalents, beginning of period		12,721			12,664
Cash and cash equivalents, end of period	$	12,892		$	32,891
Supplemental disclosures:
Cash paid during the period for interest, net of interest capitalized	$	—		$	—
Cash paid during the period for income taxes	$	670		$	379

The accompanying notes are an integral part of these financial statements.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

The consolidated financial statements of Toreador Resources Corporation and subsidiaries (“Toreador,” “we,” “us,” “our,” or the “Company”) included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2007. Certain prior-year amounts have been reclassified and adjusted to conform to the 2008 presentation and to present the operations of the U.S. properties as a discontinued operation. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Unless otherwise noted, amounts reported in tables are in thousands, except per unit data.

New Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement No. 161 — “Disclosures about Derivative Instruments and Hedging Activities” — an Amendment of FASB Statement No. 133 (“Statement 161”). This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under FASB Statement 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Statement 161 is effective for annual periods beginning after November 15, 2008. We are currently assessing the effect, if any, the adoption of Statement 161 will have on our financial statements and related disclosures.

In September 2006, Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No 157”), 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. See Note 14.

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” (“SFAS No. 159”) 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 are to be reported in earnings. Statement 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159, effective January 1, 2008, did not have an effect on our reported financial position or earnings.

In December 2007, SFAS No. 141R, “Business Combinations” (“SFAS No. 141R”), was issued. Under SFAS No. 141R, a company is required to recognize the assets acquired, liabilities assumed, contractual

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 be 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. We are currently determining the effect of adopting SFAS No. 141R.

In December 2007, SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” — an amendment of ARB No. 51 (“SFAS No. 160”), 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.

NOTE 2 — CONCENTRATION OF CREDIT RISK AND ACCOUNTS RECEIVABLE

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash, restricted cash and accounts receivable. We place our cash with high credit quality financial institutions. We sell oil and natural gas to various customers. At March 31, 2008 the allowance for doubtful accounts was $269,536. Substantially all of our accounts receivable are due from the purchasers of oil and natural gas and a value added tax (VAT) receivable in Romania.

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 are fully collectable.

Accounts receivable consisted of the following:

	March 31,		December 31,
	2008		2007
Accrued oil and natural gas sales receivables, net of allowance of $269,536 and $120,000	$	6,532	$	3,154
Joint interest receivables		4,380		2,163
Trade receivables		8		2,182
Recoverable VAT		4,294		4,221
Other accounts receivable		812		620
	$	16,026	$	12,340

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 3 — EARNINGS (LOSS) PER COMMON SHARE

The following table reconciles the numerators and denominators of the basic and diluted earnings (loss) per common share computation:

	Three Months Ended
	March 31,
	2008			2007
Basic earnings (loss) per share:
Numerator:
Loss from continuing operations, net of income tax	$	(4,411	)	$	(9,336	)
Less: dividends on preferred shares		—			41
Loss from continuing operations		(4,411	)		(9,377	)
Income (loss) from discontinued operations, net of income tax		(15	)		551
Loss available to common shareholders	$	(4,426	)	$	(8,826	)
Denominator:
Weighted average common shares outstanding		19,656			16,080
Basic earnings (loss) available to common shareholders per share from:
Continuing operations	$	(0.22	)	$	(0.58	)
Discontinued operations		—			0.03
	$	(0.22	)	$	(0.55	)
Diluted earnings (loss) per share:
Numerator:
Loss from continuing operations, net of income tax	$	(4,411	)	$	(9,336	)
Less: dividends on preferred shares		—			41
Net loss from continuing operations		(4,411	)		(9,377	)
Income (loss) from discontinued operations, net of income tax		(15	)		551
Loss available to common shareholders	$	(4,426	)	$	(8,826	)
Denominator:
Weighted average common shares outstanding		19,656			16,080
Conversion of preferred shares		—	(1)		—	(1)
Conversion of 5.0% notes payable		—	(2)		—	(2)
Diluted shares outstanding		19,656			16,080
Diluted earnings (loss) available to common shareholders per share from:
Continuing operations	$	(0.22	)	$	(0.58	)
Discontinued operations		—			0.03
	$	(0.22	)	$	(0.55	)

(1)	Conversion of these securities would be antidilutive; therefore, there are no dilutive shares. These securities were converted on or prior to December 31, 2007.
(2)	Conversion of the 5% Senior Convertible Notes would be antidilutive therefore, there are no dilution shares.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 4 — COMPREHENSIVE INCOME (LOSS)

The following table presents the components of comprehensive income (loss), net of related tax:

	Three Months Ended March 31,
	2008			2007
Net loss	$	(4,426	)	$	(8,785	)
Foreign currency translation adjustment		5,051			4,229
Comprehensive income (loss)	$	625		$	(4,556	)

NOTE 5 — LONG-TERM DEBT

Long-term debt consisted of the following:

	March 31,		December 31,
	2008		2007
Secured revolving facility with the International Finance Corporation	$	30,000	$	30,000
Convertible senior notes		86,250		86,250
		116,250		116,250
Less: current portion		—		—
	$	116,250	$	116,250

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 our 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.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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 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 provided for a penalty if the registration statement was filed and declared effective but thereafter ceased 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 called 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 ended 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 rata 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 31, 2008, we had released $4,043 of the penalty deposit to eligible holders of Notes. On April 1, 2008, we requested that the trustee return $150,957 which represents the unclaimed portion of the penalty.

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 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 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 reduced our borrowing base under both loans to $30 million from $35 million. Until the next redetermination date in the first quarter of 2009, 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.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 March 31, 2008, 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 provides 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 at least 2.7:1.0 during the remaining period of the waiver effectiveness. The waiver is effective until March 8, 2009.

At March 31, 2008, we were not in compliance with the adjusted financial debt to EBITDAX ratio threshold of not more than 3.0:1.0; the actual ratio was 4.5:1.00. The International Finance Corporation has granted the Company a temporary waiver on the condition that the Company maintains the adjusted financial debt to EBITDA ratio for the (i) quarter ending March 31, 2008 of 4.5:1.0; (ii) quarter ending June 30, 2008 of 4.0:1.0; (iii) quarter ending September 30, 2008 of 3.5:1.0, and (iv) quarter ending December 31, 2008 of 3.25:1.0. The Company is also to be complaint with original requirement of adjusted financial debt to EBITDA of not more than 3.0:1.0 starting from the end of the first quarter ending March 31, 2009. The waiver is effective until April 1, 2009. The Company is in compliance with all other covenants including interest rate coverage ratio as of March 31, 2008.

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

Included in interest expense for the quarter ending March 31, 2008, is $701,625 of additional compensation due to the IFC related to the prior year. This amount should have been recognized as additional interest expense in the prior year. Although the amount may be considered material to the financial results for the quarter ended March 31, 2008, management does not believe that the correction of the error in the current period will have a

9

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

material effect on the financial results for the year ended December 31, 2008. Also included in interest expense this quarter is a quarterly estimate of $175,250 of the fee to be paid in 2009 relating to 2008 operations.

NOTE 6 — 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 the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is 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 (including the oil and gas properties held for sale) during the three months ended March 31, 2008 and 2007:

	2008		2007
Asset retirement obligation January 1	$	7,339	$	5,125
Asset retirement accretion expense		129		73
Foreign currency exchange loss		439		38
Property additions		—		101
Property dispositions		—		(16	)
Asset retirement obligation at March 31	$	7,907	$	5,321

NOTE 7 — GEOGRAPHIC OPERATING SEGMENT INFORMATION

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, France, Turkey, Romania and Hungary.

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”.

	Three Months Ended March 31, 2008
	United States			France		Turkey			Romania			Hungary			Total
Revenues	$	9		$	8,841	$	4,467		$	664		$	—		$	13,981
Costs and expenses		4,174			3,542		6,726			1,508			478			16,428
Operating income (loss)	$	(4,165	)	$	5,299	$	(2,259	)	$	(844	)	$	(478	)	$	(2,447	)
	Three Months Ended March 31, 2007(1)
Revenues	$	4		$	5,130	$	810		$	876		$	—		$	6,820
Costs and expenses		5,834			4,338		1,137			6,430			3,010			20,749
Operating income (loss)	$	(5,830	)	$	792	$	(327	)	$	(5,554	)	$	(3,010	)	$	(13,929	)
	Total Assets(2)
March 31, 2008	$	294,614		$	96,045	$	25,283		$	(30,099	)	$	5,902		$	391,745
December 31, 2007	$	298,949		$	83,683	$	31,417		$	(29,271	)	$	693		$	385,471

10

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1)	For the three months ended March 31, 2007, we recorded dry hole expense of $8.2 million, which included one dry hole in France of $1 million, two dry holes in Romania totaling $4.6 million and two dry holes in Hungary totaling $2.6 million.
(2)	Each segment’s total assets reflect the effect of intersegment eliminations of $62,360 for the periods ending March 31, 2008 and December 31, 2007.

NOTE 8 — INCOME TAXES

At March 31, 2008, we had recorded an income tax payable of $1.4 million resulting primarily due to income taxes payable by the French subsidiary. For the three months ended March 31, 2008 and 2007 we paid income taxes of approximately $670,000 and $379,000, respectively, related to French taxable income. As of March 31, 2008, our French operations recorded a $2.1 million tax provision, the US operations recorded a tax benefit of $200,000 and Turkey recorded a tax benefit of $700,000 which resulted in a consolidated tax provision of $1.2 million. Our effective income tax rate differs from the statutory rates applicable to jurisdictions in which we operate due primarily to the establishment of a United States valuation allowance of $1.8 million which was required because we could not be assured of the future utilization of net operating losses of $5.4 million.

We adopted FIN No. 48, “Accounting for Uncertainty in Income Taxes”, on January 1, 2007. As a result of the adoption we recognized an increase in the liability for unrecognized tax expense 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 is reasonably possible in the next 12 months.

The company recognizes potential accrued interest and penalties related to unrecognized tax benefits within its global operations in income tax expense. In conjunction with the adoption of FIN 48, the Company recognized approximately $28,000 for the accrual of interest and penalties at January 1, 2007 which is included as a component of the $357,000 unrecognized tax benefit noted above. During the three months ended March 31, 2008, the Company recognized $0 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.

We file several state and foreign tax returns, many of which remain open for examination for five years.

NOTE 9 — 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

11

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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”.

For the three months ended March 31, 2008, the Company issued 101,000 restricted stock grants to employees, directors and consultants. Forfeitures for the three months ended March 31, 2008 were 9,692 shares of restricted stock.

NOTE 10 — CAPITALIZED INTEREST

We capitalize interest on major projects that require an extended period of time to complete. Interest capitalized for three months ended March 31, 2008 and 2007 was $304,000 and $1.7 million, respectively.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

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 $13 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 filed a claim to recover back from Micoperi a sum of about 5.9 million Euros, currently valued at $9.3 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 $8.1 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 $9.3 million. The claims and cross-claims are subject to the jurisdiction of the English Court;

12

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 25, 2008, we paid David M. Brewer, one of our directors $97,500 cash, in settlement of various claims he made against the Company arising from an alleged prior agreement with G. Thomas Graves III, the former President and CEO, to pay Mr. Brewer certain fees pursuant to a consulting agreement. According to Mr. Brewer, Mr. Graves and Mr. Brewer had discussed the possibility of Mr. Brewer providing consulting services to the Company following our acquisition of Madison Oil Company on December 31, 2001. Mr. Brewer indicated that this arrangement was never finalized; however, when Mr. Brewer brought this matter to the attention of several members of the Board of Directors, he presented to the Company a letter executed by Mr. Graves and dated March 3, 2004, pursuant to which Mr. Graves agreed that there was a “oral and binding commitment” to pay Mr. Brewer consulting fees. There was also subsequent correspondence indicating that a subsequent grant of stock options to Mr. Brewer on June 14, 2004 was in full satisfaction of all obligations owing to Mr. Brewer for any consulting services previously provided regarding our French prospects. Following various discussions with Mr. Brewer regarding the facts giving rise to this dispute and the related correspondence, it was determined that certain members of the Audit Committee (consisting of Messrs. Bell and McLaughlin) would investigate this matter further, whereupon these members of the Audit Committee hired special counsel to assist them in the investigation and provide them with advice. These members of the Audit Committee determined in November 2007 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 Mr. Brewer’s failure to include information regarding these fees in his prior questionnaires used to prepare the Company’s public filings) and, as such, there were valid reasons for Toreador not to pay these amounts to Mr. Brewer. Mr. Brewer was advised of this decision in November 2007.

Subsequently, on February 11, 2008, counsel to Mr. Brewer sent a demand letter to the Company requesting payment of consulting fees aggregating $450,000. After much discussion, the Board of Directors (with Mr. David Brewer and Mr. Herbert Brewer not participating) determined that it was in the best interests of the Company and its stockholders to compromise and settle this matter with Mr. Brewer, in order to avoid the costs of litigation, whereupon the Board of Directors determined on March 12, 2008 to pay Mr. Brewer the $97,500 described above and to obtain from Mr. Brewer a release of all claims against Toreador. In connection with this settlement, the Company did not admit that these amounts were owed to Mr. Brewer or that Mr. Brewer had a valid claim for such consulting fees. On March 12, 2008, the Board of Directors removed Mr. Brewer as Chairman of and as a member of the Nominating and Corporate Governance Committee.

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.

13

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 12 — 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 2007 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The table below compares discontinued operations for the three months ended March 31, 2008 and 2007:

	Three Months Ended
	March 31,
	2008			2007
Revenue:
Oil and natural gas sales	$	—		$	1,330
Operating costs and expenses:
Lease operating expense		15			535
Exploration expense		—			59
Depreciation, depletion and amortization		—			246
Dry hole expense		—			149
General and administrative expense		—			173
Gain on sale of properties and other assets		—			(702	)
Total operating costs and expenses		15			460
Operating (loss) income		(15	)		870
Income tax provision		—			(319	)
Income (loss) from discontinued operations	$	(15	)	$	551

NOTE 13 — DERIVATIVES

We periodically utilize derivative instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the sales price of crude oil and natural gas. We entered into futures and swap contracts for approximately 16,000 Bbls per month for the months of January 2008 through September 2008. This resulted in a net derivative fair value loss of $540,000 for the three months ended March 31, 2008. We were not a party to any derivative contracts in the comparable period of 2007. Presented in the table below is a summary of the contracts entered into:

Type	Period	Barrels		Floor		Ceiling		Loss
Collar	January 1 — March 31, 2008		48,000	$	84.75	$	92.75	$	19
Collar	April 1 — June 30, 2008		48,000	$	92.25	$	100.25		245
Collar	July 1 — September 30, 2008		48,000	$	91.75	$	99.75		276
								$	540

NOTE 14 — FAIR VALUE MEASUREMENTS

We adopted SFAS No. 157, “Fair Value Measurements,” effective January 1, 2008 for financial assets and liabilities measured on a recurring basis. SFAS No. 157 applies to all financial assets and financial liabilities that are being measured and reported on a fair value basis. In February 2008, the FASB issued FSP No. 157-2, which delayed the effective date of SFAS No. 157 by one year for nonfinancial assets and liabilities. As defined in

14

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). SFAS No. 157 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2	Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange traded derivatives such as over-the-counter commodity price swaps, investments and interest rate swaps.
Level 3	Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Our valuation models are primarily industry-standard models that consider various inputs including: (a) quoted forward prices for commodities, (b) time value, (c) volatility factors and (d) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 3 instruments primarily include derivative instruments, such as basis swaps, commodity price collars and floors, as well as investments. Although we utilize third party broker quotes to assess the reasonableness of our prices and valuation techniques, we do not have sufficient corroborating market evidence to support classifying these assets and liabilities as Level 2.

As required by SFAS No. 157, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table summarizes the valuation of our investments and financial instruments by SFAS No. 157 pricing levels as of March 31, 2008:

	Fair Value Measurements (in thousands)
	at March 31, 2008 Using
Description	Level 1		Level 2			Level 3		Total
Assets (Liabilities):
Oil and gas derivatives	$	—	$	(521	)	$	—	$	(521	)
Total	$	—	$	(521	)	$	—	$	(521	)

15

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our business and results of operations together with our present financial condition. This section should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2007.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this 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 caption 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.

The Company’s executive summary for the three months ended March 31, 2008, included the following:

•  Revenues for the three months ended March 31, 2008 were $14 million, a 106% increase over 2007 revenues of $6.8 million;

•  Oil and natural gas production for the first quarter of 2008 was 182,770 BOE versus production of 147,761 BOE for 2007. Our average realized oil price per barrel for 2008 was $92.15, a 79% increase over the average realized oil price per barrel of $51.34 in 2007. The average realized gas price in 2008 was $8.75 per Mcf, 112% greater than the average realized gas price of $4.12 per Mcf in 2007;

•  Loss available to common shares for 2008 was $4.4 million, or a loss of $0.22 per share, compared with loss available to common shares of $8.8 million, or $0.55 per share, in 2007. Operating loss for 2008 was $2.4 million, compared with an operating loss of $13.9 million in 2007;

•  Production from offshore Turkey was resumed in February, after repairs were completed due to the fishing boat incident in November 2007.

LIQUIDITY AND CAPITAL RESOURCES

This section should be read in conjunction with Note 5 to Notes to Consolidated Financial Statements included in this filing.

16

Liquidity

As of March 31, 2008, we had cash and cash equivalents and restricted cash of $24.5 million, a current ratio of approximately 1.4 to 1 and a debt (long-term debt and Convertible Senior Notes) to equity ratio of .71 to 1. For the three months ended March 31, 2008, we had an operating loss of $2.4 million and capital expenditures, excluding capitalized interest and changes in accounts payable, were $2.3 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.

In March 2007, we closed a $45 million private placement of equity. 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.

Our capital expenditure budget for 2008, excluding capitalized interest and changes in accounts payable, is $27.5 million which is the Company’s share of estimated Phase II development costs in the Black Sea. We believe that our French oil production will generate sufficient free cash flow to cover a significant portion of our costs and contribute to our share of development capital expenditures in the Black Sea. We believe that our Turkish cash flow will provide the balance of those development expenditures and more.

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 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.

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 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 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

17

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 oil and natural gas properties in the United States were sold. 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 in the first quarter of 2009, 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 March 31, 2008 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 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 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.

At March 31, 2008, we were not in compliance with the adjusted financial debt to EBITDAX ratio threshold of not more than 3.0:1.0; the actual ratio was 4.5:1.00. The International Finance Corporation has granted the Company a temporary waiver on the condition that the Company maintains the adjusted financial debt to EBITDA ratio for the (i) quarter ending March 31, 2008 of 4.5:1.0; (ii) quarter ending June 30, 2008 of 4.0:1.0; (iii) quarter ending September 30, 2008 of 3.5:1.0, and (iv) quarter ending December 31, 2008 of 3.25:1.0. The Company is also to be complaint with original requirement of adjusted financial debt to EBITDA of not more than 3.0:1.0 starting from the end of the first quarter ending March 31, 2009. The waiver is effective until April 1, 2009. The Company is in compliance with all other covenants including interest rate coverage ratio as of March 31, 2008.

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

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otherwise disposing of all or a material part of our 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 our 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 provided for a penalty if the registration statement was filed and declared effective but thereafter ceased 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 called 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 ended 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 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 Convertible Senior Notes who were eligible on October 1, 2007 to receive a pro rate portion of such payment. Such

19

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 31, 2008, we had released $4,043 of the penalty deposit to eligible holders of Convertible Senior Notes. On April 1, 2008, we requested that the trustee return $150,957 which represents the unclaimed portion of the penalty.

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.

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.

Contractual Obligations

The following table sets forth our contractual obligations in thousands at March 31, 2008 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		4,005		765		1,149		1,175		916
Total contractual obligations	$	120,255	$	765	$	1,149	$	1,175	$	117,166

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

At December 31, 2007 and March 31, 2008 we were not in compliance with certain financial covenants relating to the loan with the International Finance Corporation. We obtained waivers through March 8, 2009 and April 1, 2009 respectively. 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.

CRITICAL ACCOUNTING POLICIES

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 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 Form 10-K for the year ended December 31, 2007. 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 using different assumptions or conditions. 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

20

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.

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 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, technically 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; and (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.

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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.

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. SFAS 143 “Accounting for Asset Retirement Obligations” 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 derivative instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the price of crude oil. In accordance with SFAS No. 133, Accounting for “Derivative Instruments

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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 US 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.

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.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

The following tables present production and average unit prices for the geographic segments indicated:

	For the Three Months Ended March 31,					For the Three Months Ended March 31,
	2008		2007			2008		2007
Production:					Average Price:
Oil (MBbls):					Oil ($/Bbl):
France		95		99	France	$	92.93	$	51.99
Turkey		14		17	Turkey		89.36		47.79
Romania		1		3	Romania		58.69		50.01
Total		110		119	Total	$	92.15	$	51.34
Gas (MMcf):					Gas ($/Mcf):
France		—		—	France	$	—	$	—
Turkey		320		—	Turkey		10.00		—
Romania		115		174	Romania		5.26		4.12
Total		435		174	Total	$	8.75	$	4.12
MBOE:					$/ BOE:
France		95		99	France	$	92.93	$	51.99
Turkey		68		17	Turkey		66.17		47.79
Romania		20		32	Romania		32.99		27.25
Total		183		148	Total	$	76.44	$	46.12

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Revenue

Oil and natural gas sales

Oil and natural gas sales for the three months ended March 31, 2008 were $14 million, as compared to $6.8 million for the comparable period in 2007. This increase is primarily due to natural gas production from offshore Turkey ($3.2 million), which began in May 2007, the increase in price received for our French production ($3.9 million), price increase for oil production in Turkey ($582,000) and the increase in price received from Romanian production ($141,000). This resulted in an additional $7.8 million in revenue. This was partially offset by a decline in total oil production of 9 MBbls and a decline in Romanian gas production of 59 MMcf for a total of 19 MBOE’s which resulted in a decrease in revenue of $600,000.

The above table compares both volumes and prices received for oil and natural gas for the three months ended March 31, 2008 and 2007. Oil and natural gas prices are and 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 $3.5 million, or $18.92 per BOE produced for the quarter ended March 31, 2008, as compared to $2.3 million, or $15.80 per BOE produced for the comparable period in 2007. The $1.1 million increase is primarily due to offshore Turkey starting production in May 2007 and workovers performed on wells in France and Romania in the first quarter of 2008.

Exploration expense

Exploration expense for the first quarter of 2008 was $1 million, as compared to $2 million in the first quarter of 2007. This decrease is due primarily to our farmout efforts that were started in the fourth quarter of 2007.

Depreciation, depletion and amortization

First quarter 2008 depreciation, depletion and amortization expense was $6.9 million or $37.65 per BOE produced, as compared to $2.1 million, or $14.00 per BOE produced for the first quarter of 2007. This increase is primarily due to offshore Turkey starting production in May 2007 resulting in an additional $5.4 million in depreciation, depletion and amortization and a decrease in Romania of $600,000 due primarily to the impairment recorded at December 31, 2007.

Dry hole expense

For three months ended March 31, 2008, we recorded zero dry hole expense, as compared to $8.2 million, which included one dry hole in France of $1 million, two dry holes in Romania totaling $4.6 million and two dry holes in Hungary totaling $2.6 million in the comparable period of 2007. This decrease is due to the strategic decision to no longer drill 100% exploratory wells or fund 100% seismic programs on exploratory acreage. We have begun 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 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.

General and administrative

General and administrative expense, not including stock compensation expense, was $3.9 million for the first quarter of 2008 compared with $3.3 million for the first quarter of 2007. The increase is primarily due to a 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.

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Stock compensation expense

Stock compensation expense was $659,000 for the first quarter of 2008 compared with $905,000 for the first quarter of 2007. This decrease is due to the vesting of higher priced restricted stock during 2007.

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

For the three months ended March 31, 2008 we had zero costs associated with the resignation of the former President and Chief Executive Officer, as compared to $2.2 million in the comparable period of 2007.

Loss on oil and gas derivative contracts

Loss on oil and gas derivative contracts of $540,000 represents the recognized loss on the commodity derivative contracts with Total Oil Trading. Presented in the table below is a summary of the contracts entered into:

Type	Period	Barrels		Floor		Ceiling		Loss
Collar	January 1 — March 31, 2008		48,000	$	84.75	$	92.75	$	19
Collar	April 1 — June 30, 2008		48,000	$	92.25	$	100.25		245
Collar	July 1 — September 30, 2008		48,000	$	91.75	$	99.75		276
								$	540

Foreign currency exchange gain (loss)

We recorded a gain on foreign currency exchange of $1.2 million for the first quarter of 2008 compared with a gain of $1 million for the first quarter of 2007. This increased gain is primarily due to 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 accounts receivable balance will be reflected in current earnings, as a foreign exchange gain or loss rather than accumulated other comprehensive income.

Interest and other income

Interest and other income was $281,000 in the first quarter of 2008 as compared with income of $513,000 in the comparable period of 2007. In the quarter ended March 31, 2007, our average cash balance was larger than our average cash balance for the quarter ended March 31, 2008, which resulted in less interest income in the current period.

Interest expense, net of interest capitalized

Interest expense was $2.2 million for the three months ended March 31, 2008, as compared to $595,000 for the comparable period of 2007. The increase in interest expense is primarily due to a reduction in the amount of interest that could be capitalized due to the assets in Turkey commencing production in May 2007. Included in interest expense for the quarter ending March 31, 2008, is $701,625 of additional compensation due to the IFC related to the prior year. This amount should have been recognized as additional interest expense in the prior year. Although the amount may be considered material to the financial results for the quarter ended March 31, 2008, management does not believe that the correction of the error in the current period will have a material effect on the financial results for the year ended December 31, 2008. Also included in interest expense this quarter is a quarterly estimate of $175,250 of the fee to be paid in 2009 relating to 2008 operations.

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 2007 have been adjusted to present the operations of the U.S. properties as a discontinued operation. The revenues received and the

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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.

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:

	Three Months Ended
	March 31,
	2008			2007
Revenue:
Oil and natural gas sales	$	—		$	1,330
Operating costs and expenses:
Lease operating expense		15			535
Exploration expense		—			59
Depreciation, depletion and amortization		—			246
Dry hole expense		—			149
General and administrative expense		—			173
Gain on sale of properties and other assets		—			(702	)
Total operating costs and expenses		15			460
Operating income		(15	)		870
Income tax provision		—			(319	)
Income (loss) from discontinued operations	$	(15	)	$	551

Other comprehensive income

The most significant element of comprehensive income, other than net income, is foreign currency translation. For the three months ended March 31, 2008, we had accumulated an unrealized income of $5.1 million, as compared to an unrealized income of $4.2 million for the comparable period in 2007. The primary reason for the increase is due to the weakening of the US Dollar compared to the Euro.

The functional currency of our operations in France is the Euro. The functional currency in Romania, Turkey and Hungary is the US Dollar. The exchange rates at March 31, 2008 and 2007 were:

	March 31,
	2008		2007
Euro	$	1.5812	$	1.3318
New Turkish Lira	$	0.7648	$	0.7216
Romanian Lei	$	0.4243	$	0.3970
Hungarian Forint	$	0.0061	$	0.0054

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s market risk during the three months ended March 31, 2008. For additional information, refer to the market risk disclosure in Item 7A as presented in the Company’s 2007 Annual Report on Form 10-K.

ITEM 4.   CONTROLS AND PROCEDURES

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 & Accounting and Chief Accounting Officer of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Senior Vice President — Finance & Accounting and Chief Accounting Officer concluded that our disclosure controls and procedures as of March 31, 2008 were not effective as described below:

•  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.

Changes in Internal Control over Financial Reporting

In the quarter ended March 31, 2008, we continued improving the computerized integrated financial reporting system in order to automate the manual processes that are causing errors in spreadsheets and had a more thorough review by senior financial officers of the financial statements and underlying supporting documentation and these changes have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

See Note 11 which is incorporated into this “Item 1. Legal Proceedings” by reference.

ITEM 6.   EXHIBITS

Exhibit
Number			Description	Incorporation by Reference
	4	.1	Warrant No. 39, issued by Toreador Resources Corporation to Rich Brand amending and replacing Warrant No. 30.	Filed Herewith.
	4	.2	Warrant No. 40, issued by Toreador Resources Corporation to Dianne Brand.	Filed Herewith.
	4	.3	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.	Incorporated by reference from Exhibit 4.11 to Toreador Resources Corporation Form 10-K for the year ended December 31, 2007.
	10	.1	Summary Sheet — 2008 Charles J. Campise Annual Base Salary.	Incorporated by reference from Exhibit 10.53 to Toreador Resources Corporation Form 10-K for the year ended December 31, 2007.
	10	.2	Form of Amendment to Restricted Stock Agreement for Outside Directors (January 2008).	Incorporated by reference from Exhibit 10.54 to Toreador Resources Corporation Form 10-K for the year ended December 31, 2007.
	10	.3	Amendment No. 2 to the Toreador Resources Corporation 2005 Long-Term Incentive Plan.	Filed Herewith.
	10	.4	Waiver Letter dated March 3, 2008 by International Finance Corporation in favor of Toreador Resources Corporation, Toreador Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France S.C.S., and Toreador International Holding Limited Liability Company.	Filed Herewith.
	10	.5	Release Agreement by and between David M. Brewer and Toreador Resources Corporation dated March 24, 2008.	Filed Herewith.
	10	.6	Employment Agreement of Nigel Lovett dated March 12, 2008.	Filed Herewith.
	10	.7	Employment Agreement of Michael J. FitzGerald dated March 12, 2008.	Filed Herewith.
	10	.8	Employment Agreement of Edward Ramirez dated March 12, 2008.	Filed Herewith.
	10	.9	Employment Agreement of Charles Campise dated March 12, 2008.	Filed Herewith.
	10	.10	2008 Discretionary Employee Bonus Policy.	Filed Herewith.
	10	.11	2008 Performance Goals and Payout Amounts.	Filed Herewith.
	10	.12	Summary Sheet — 2008 Director Compensation.	Filed Herewith.

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Exhibit
Number			Description	Incorporation by Reference
	10	.13	Waiver Letter dated May 7, 2008 by International Finance Corporation in favor of Toreador Resources Corporation, Toreador Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France S.C.S., and Toreador International Holding Limited Liability Company.	Filed Herewith.
	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.	Filed Herewith.
	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.	Filed Herewith.
	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.	Filed Herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q report to be signed on its behalf by the undersigned thereunto duly authorized.

	TOREADOR RESOURCES CORPORATION, Registrant
May 12, 2008	/s/  Nigel J. Lovett Nigel J. Lovett President and Chief Executive Officer
May 12, 2008	/s/  Charles J. Campise Charles J. Campise Senior Vice President — Finance & Accounting and Chief Accounting Officer

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EX-4.1

EXHIBIT 4.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

WARRANT TO PURCHASE COMMON STOCK
of TOREADOR RESOURCES CORPORATION

Warrant No. 039 Void after July 22, 2009

          This Warrant is issued to Rich Brand (“Holder”) by Toreador Resources Corporation, a Delaware corporation (the “Company”), on April 21, 2008 as a replacement in part for Warrant No. 030, one-half of which was assigned to Dianne Brand pursuant to the Agreement dated December 19, 2007 between the Holder and Dianne Brand relating to the dissolution of marriage between the Holder and Dianne Brand. The original warrant (Warrant No. 027) was issued on July 22, 2004 (the “Original Warrant Issue Date”) pursuant to the terms of that certain Letter Agreement dated July 19, 2004, by and between the Company and the Holder.

          1. Purchase Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase from the Company up to Eleven Thousand Eight Hundred (11,800) fully paid and nonassessable shares of Common Stock, par value $0.15625, of the Company, as constituted on the Original Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 10 hereof.

          2. Exercise Price. The purchase price for the Shares shall be $8.20 per share, as adjusted from time to time pursuant to Section 10 hereof (the “Exercise Price”).

          3. Exercise Period. The original warrant was exercisable commencing on the Original Warrant Issue Date, and the Warrant shall expire and be of no further force or effect at 4:30 pm (Dallas time) on July 22, 2009 (the “Expiration Date”).

          4. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

               (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Election attached hereto, to the Secretary of the Company at its principal office; and

               (b) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased by certified check or bank draft.

          5. Put Right. At any time after July 22, 2008 and ending on the Expiration Date or upon a Change of Control (as defined below) of the Company that occurs prior to the Expiration Date, upon a written request of the Holder and surrender of the Warrant, to the extent permitted by law, the Company shall pay to the Holder by certified check or bank draft an amount per Share equal to the Closing Price (as defined below) on the date of receipt by the Company of the written request minus the Exercise Price multiplied by the number of Shares in which the Warrant is exercisable immediately prior to surrender.

“Change of Control” means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended) of more than one-half of the issued and outstanding voting rights or equity interests in the Company; (ii) during any consecutive twelve (12) calendar months, the replacement (for reasons other than death) of more than one-half of the members who at the beginning of such period constituted the Company’s board of directors in a single election of directors that is not approved by those individuals who are members of the board of directors on the date hereof (or other directors previously approved by such individuals); (iii) a merger or consolidation of the Company or a sale of more than one-half of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold a majority of the voting rights and equity interests in the surviving entity or acquirer of such assets; (iv) a recapitalization, reorganization or other transaction involving the Company or any subsidiary that constitutes or results in a transfer of more than one-half of the voting rights or equity interests in the Company, unless following such transaction or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold at least one-half of the voting rights and equity interests in the surviving entity or acquirer of such assets; (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, with respect to the Company, or (vi) the execution by the Company or its controlling shareholders of an agreement providing for or reasonably likely to result in any of the foregoing events.

“Closing Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on an Eligible Market (as defined below), the closing sale price per share of the Common Stock for such date (or the nearest preceding date) on the primary Eligible Market on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin Board, the closing sale price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent sale price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith and paid for by the Holder.

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“Eligible Market” means any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.

          6. Accredited Investor. On the date hereof, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). Immediately prior to any exercise of the Warrant pursuant to Section 4, the Holder shall provide the Company with a representation that it is still an “accredited investor” as defined in Rule 501(a) under the Securities Act.

          7. Investment Representation. Unless the Shares are issued to the Holder in a transaction registered under applicable federal and state securities laws, by its execution hereof, the Holder represents and warrants to the Company that all Shares which may be purchased hereunder will be acquired by the Holder for investment purposes for its own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to the Holder in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Shares shall bear the appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

          8. Certificates for Shares. Upon the exercise of the purchase rights evidenced by Section 4 of this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within thirty (30) days of the delivery of the Notice of Election.

          9. Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant under Section 4, will be duly and validly issued, fully paid and nonassessable.

          10. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

               (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend or distribution with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend or distribution, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 10(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend or distribution, or in the event that no record date is fixed, upon the making of such dividend or distribution.

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               (b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 10(a) above), then, as a condition of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

               (c) Carry Over of Adjustments. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than 1% of the Exercise Price in effect immediately prior to the event giving rise to the adjustment, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 1% of the Exercise Price.

               (d) Discretionary Reduction in Exercise Price. The Company may at any time or from time to time reduce the Exercise Price of the Warrant.

               (e) Notice of Adjustment. Upon any adjustment of the number of Shares and upon any adjustment of the Exercise Price, then and in each such case the Company shall give written notice thereof to the Holder, which notice shall state the Exercise Price and the number of Shares or other securities subject to the unexercised Warrant resulting from such adjustment, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

               (f) Other Notices. In case at any time prior to the Expiration Date:

(i)	the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares;
(ii)	the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights;
(iii)	there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or

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(iv) there shall be a voluntary dissolution, liquidation or winding-up of the Company,

then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice of the date on which a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be.

               (g) Shares to be Reserved. The Company will at all times keep available, and reserve out of its authorized shares of Common Stock, solely for the purpose of issue upon the exercise of the Warrant, such number of Shares as shall then be issuable upon the exercise of the Warrant. The Company will take all such actions as may be necessary to ensure that all such Shares may be so issued without violation of any applicable requirements of the applicable Eligible Market. The Company will take all such actions as are within its power to ensure that all such Shares may be so issued without violation of any applicable law.

          11. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

          12. No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 12 shall limit the right of the Holder to be provided the Notices required under this Warrant.

          13. Participation in Rights Distribution. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired, the Company shall issue to all holders of its Common Stock rights (the “Rights”) entitling the holders thereof to purchase shares of Common Stock, the Company also shall issue to the Holder identical Rights, with such number of Rights to be issued to the Holder being based on the number of shares of Common Stock which Holder would then be entitled to receive if this Warrant had been exercised in full immediately prior to the issuance of the Rights. Prior to issuing the Rights, the Company shall provide notice to the Holder as set forth in Section 10(f). In connection with issuing the Rights, the Company will take all necessary corporate action to at all times keep available and reserve out of its authorized shares of Common Stock the number of shares of Common Stock issuable upon exercise of the Rights.

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          14. Transfers of Warrant. The Holder of the Warrants may transfer this Warrant only to an Affiliate (as defined under Rule 405 promulgated pursuant to the Securities Act) only in compliance with all applicable federal and state securities laws; provided however, that this Warrant may only be transferred by the Holder to a maximum of five individuals or entities. No subsequent transfer of this Warrant by any assignee of the Holder shall be permissible, without the prior written consent of the Company. In order for a transferee of this Warrant to receive any of the benefits of such Warrant, the Company must have received notice of such transfer, pursuant to Section 18 hereof, in the form of assignment attached hereto, accompanied by an opinion of counsel, which opinion shall be reasonably acceptable to the Company, that an exemption from registration of this Warrant under the Securities Act and under any applicable state securities law is available.

          15. Replacement. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, if requested by the Company, upon delivery of a bond of indemnity satisfactory to the Company (or, in the case of mutilation, upon surrender of this Warrant), the Company will issue to the Holder a replacement warrant (containing the same terms and conditions as this Warrant).

          16. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors and permitted assigns as set forth in Section 14.

          17. Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

          18. Notices. All notices required under this Warrant shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile; (iii) one business day after being sent, when sent by professional overnight courier service, or (iv) five days after posting when sent by registered or certified mail. Notices to the Company shall be sent to the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the Holder on the books of the Company (or at such other place as the Holder shall notify the Company hereof in writing).

          19. Captions. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

          20. Governing Law. This Warrant shall be governed by the laws of the State of Delaware.

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          IN WITNESS WHEREOF, Toreador Resources Corporation caused this Warrant to be executed by an officer thereunto duly authorized.

TOREADOR RESOURCES CORPORATION
By:	/s/ Nigel J. Lovett
	Name:	Nigel J. Lovett
	Title:	President and Chief Executive Officer

Agreed to and Acknowledged by:

/s/ Rich Brand

Rich Brand

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FORM OF ELECTION TO EXERCISE

     The undersigned hereby irrevocable elects to exercise the number of Warrants of TOREADOR RESOURCES CORPORATION set out below for the number of Shares (or other property or securities subject thereto) as set forth below:

     (a) Number of Shares to be Acquired:                                                             

     (b) Exercise Price per Share:                                                             

     (c) Aggregate Purchase Price [(a) multiplied by (b)]:                                                              

and hereby tenders a certified check, bank draft or cash for such aggregate purchase price, and directs such Shares to be registered and a certificate therefore to be issued as directed below.

          DATED this                      day of                                          ,           .

Per:                                                             

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:

8

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Warrant.)

     FOR VALUE RECEIVED                                                              hereby sells, assigns

and

transfers unto                                                                                                                                                                                                  

(Please print name and address of transferee)

this Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                                                             Attorney, to transfer the within Warrant on the books of the within-named Company, with full power of substitution.

Dated:                                         , 20     

Signature:

(Signature must conform in all respect to name of holder as specified on the face of the Warrant.)

(Insert Social Security or Other Identifying Number of Holder)

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EX-4.2

EXHIBIT 4.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

WARRANT TO PURCHASE COMMON STOCK
of TOREADOR RESOURCES CORPORATION

Warrant No. 040 Void after July 22, 2009

          This Warrant is issued to Dianne Brand (“Holder”) by Toreador Resources Corporation, a Delaware corporation (the “Company”), on April 21, 2008 as a replacement in part for Warrant No. 030 issued to Rich Brand, one-half of which was assigned to Holder pursuant to the Agreement dated December 19, 2007 between the Holder and Rich Brand relating to the dissolution of marriage between the Holder and Rich Brand. The original warrant (Warrant No. 027) was issued on July 22, 2004 (the “Original Warrant Issue Date”) pursuant to the terms of that certain Letter Agreement dated July 19, 2004, by and between the Company and Rich Brand.

          1. Purchase Shares. Subject to the terms and conditions hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase from the Company up to Eleven Thousand Eight Hundred (11,800) fully paid and nonassessable shares of Common Stock, par value $0.15625, of the Company, as constituted on the Original Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 10 hereof.

          2. Exercise Price. The purchase price for the Shares shall be $8.20 per share, as adjusted from time to time pursuant to Section 10 hereof (the “Exercise Price”).

          3. Exercise Period. The original warrant was exercisable commencing on the Original Warrant Issue Date, and the Warrant shall expire and be of no further force or effect at 4:30 pm (Dallas time) on July 22, 2009 (the “Expiration Date”).

          4. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 3 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

               (a) the surrender of the Warrant, together with a duly executed copy of the form of Notice of Election attached hereto, to the Secretary of the Company at its principal office; and

               (b) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased by certified check or bank draft.

          5. Put Right. At any time after July 22, 2008 and ending on the Expiration Date or upon a Change of Control (as defined below) of the Company that occurs prior to the Expiration Date, upon a written request of the Holder and surrender of the Warrant, to the extent permitted by law, the Company shall pay to the Holder by certified check or bank draft an amount per Share equal to the Closing Price (as defined below) on the date of receipt by the Company of the written request minus the Exercise Price multiplied by the number of Shares in which the Warrant is exercisable immediately prior to surrender.

“Change of Control” means the occurrence of any of the following in one or a series of related transactions: (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended) of more than one-half of the issued and outstanding voting rights or equity interests in the Company; (ii) during any consecutive twelve (12) calendar months, the replacement (for reasons other than death) of more than one-half of the members who at the beginning of such period constituted the Company’s board of directors in a single election of directors that is not approved by those individuals who are members of the board of directors on the date hereof (or other directors previously approved by such individuals); (iii) a merger or consolidation of the Company or a sale of more than one-half of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold a majority of the voting rights and equity interests in the surviving entity or acquirer of such assets; (iv) a recapitalization, reorganization or other transaction involving the Company or any subsidiary that constitutes or results in a transfer of more than one-half of the voting rights or equity interests in the Company, unless following such transaction or series of transactions, the holders of the Company’s securities prior to the first such transaction continue to hold at least one-half of the voting rights and equity interests in the surviving entity or acquirer of such assets; (v) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, with respect to the Company, or (vi) the execution by the Company or its controlling shareholders of an agreement providing for or reasonably likely to result in any of the foregoing events.

“Closing Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on an Eligible Market (as defined below), the closing sale price per share of the Common Stock for such date (or the nearest preceding date) on the primary Eligible Market on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin Board, the closing sale price per share of the Common Stock for such date (or the nearest preceding date) so quoted; (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent sale price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith and paid for by the Holder.

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“Eligible Market” means any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market.

          6. Accredited Investor. On the date hereof, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). Immediately prior to any exercise of the Warrant pursuant to Section 4, the Holder shall provide the Company with a representation that it is still an “accredited investor” as defined in Rule 501(a) under the Securities Act.

          7. Investment Representation. Unless the Shares are issued to the Holder in a transaction registered under applicable federal and state securities laws, by its execution hereof, the Holder represents and warrants to the Company that all Shares which may be purchased hereunder will be acquired by the Holder for investment purposes for its own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to the Holder in a transaction registered under the applicable federal and state securities laws, all certificates issued with respect to the Shares shall bear the appropriate restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and state securities laws or the Holder obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required.

          8. Certificates for Shares. Upon the exercise of the purchase rights evidenced by Section 4 of this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter (with appropriate restrictive legends, if applicable), and in any event within thirty (30) days of the delivery of the Notice of Election.

          9. Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant under Section 4, will be duly and validly issued, fully paid and nonassessable.

          10. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

               (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend or distribution with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend or distribution, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 10(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend or distribution, or in the event that no record date is fixed, upon the making of such dividend or distribution.

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               (b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the Common Stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 10(a) above), then, as a condition of such reclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

               (c) Carry Over of Adjustments. No adjustment of the Exercise Price shall be made if the amount of such adjustment shall be less than 1% of the Exercise Price in effect immediately prior to the event giving rise to the adjustment, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 1% of the Exercise Price.

               (d) Discretionary Reduction in Exercise Price. The Company may at any time or from time to time reduce the Exercise Price of the Warrant.

               (e) Notice of Adjustment. Upon any adjustment of the number of Shares and upon any adjustment of the Exercise Price, then and in each such case the Company shall give written notice thereof to the Holder, which notice shall state the Exercise Price and the number of Shares or other securities subject to the unexercised Warrant resulting from such adjustment, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

               (f) Other Notices. In case at any time prior to the Expiration Date:

(i)	the Company shall declare any dividend or distribution upon its shares of Common Stock payable in shares;
(ii)	the Company shall offer for subscription pro rata to the holders of its shares of Common Stock any additional shares of any class or other rights;
(iii)	there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or

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(iv) there shall be a voluntary dissolution, liquidation or winding-up of the Company,

then, in any one or more of such cases, the Company shall give to the Holder (A) at least 10 days’ prior written notice of the date on which a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (B) in the case of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be.

               (g) Shares to be Reserved. The Company will at all times keep available, and reserve out of its authorized shares of Common Stock, solely for the purpose of issue upon the exercise of the Warrant, such number of Shares as shall then be issuable upon the exercise of the Warrant. The Company will take all such actions as may be necessary to ensure that all such Shares may be so issued without violation of any applicable requirements of the applicable Eligible Market. The Company will take all such actions as are within its power to ensure that all such Shares may be so issued without violation of any applicable law.

          11. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

          12. No Stockholder Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a stockholder with respect to the Shares, including (without limitation) the right to vote such Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and such holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company. However, nothing in this Section 12 shall limit the right of the Holder to be provided the Notices required under this Warrant.

          13. Participation in Rights Distribution. If at any time, while this Warrant, or any portion thereof, is outstanding and unexpired, the Company shall issue to all holders of its Common Stock rights (the “Rights”) entitling the holders thereof to purchase shares of Common Stock, the Company also shall issue to the Holder identical Rights, with such number of Rights to be issued to the Holder being based on the number of shares of Common Stock which Holder would then be entitled to receive if this Warrant had been exercised in full immediately prior to the issuance of the Rights. Prior to issuing the Rights, the Company shall provide notice to the Holder as set forth in Section 10(f). In connection with issuing the Rights, the Company will take all necessary corporate action to at all times keep available and reserve out of its authorized shares of Common Stock the number of shares of Common Stock issuable upon exercise of the Rights.

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          14. Transfers of Warrant. The Holder of the Warrants may transfer this Warrant only to an Affiliate (as defined under Rule 405 promulgated pursuant to the Securities Act) only in compliance with all applicable federal and state securities laws; provided however, that this Warrant may only be transferred by the Holder to a maximum of five individuals or entities. No subsequent transfer of this Warrant by any assignee of the Holder shall be permissible, without the prior written consent of the Company. In order for a transferee of this Warrant to receive any of the benefits of such Warrant, the Company must have received notice of such transfer, pursuant to Section 18 hereof, in the form of assignment attached hereto, accompanied by an opinion of counsel, which opinion shall be reasonably acceptable to the Company, that an exemption from registration of this Warrant under the Securities Act and under any applicable state securities law is available.

          15. Replacement. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, if requested by the Company, upon delivery of a bond of indemnity satisfactory to the Company (or, in the case of mutilation, upon surrender of this Warrant), the Company will issue to the Holder a replacement warrant (containing the same terms and conditions as this Warrant).

          16. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holder hereof and their respective successors and permitted assigns as set forth in Section 14.

          17. Amendments and Waivers. Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

          18. Notices. All notices required under this Warrant shall be deemed to have been given or made for all purposes (i) upon personal delivery, (ii) upon confirmation receipt that the communication was successfully sent to the applicable number if sent by facsimile; (iii) one business day after being sent, when sent by professional overnight courier service, or (iv) five days after posting when sent by registered or certified mail. Notices to the Company shall be sent to the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing). Notices to the Holder shall be sent to the address of the Holder on the books of the Company (or at such other place as the Holder shall notify the Company hereof in writing).

          19. Captions. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

          20. Governing Law. This Warrant shall be governed by the laws of the State of Delaware.

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          IN WITNESS WHEREOF, Toreador Resources Corporation caused this Warrant to be executed by an officer thereunto duly authorized.

TOREADOR RESOURCES CORPORATION
By:	/s/ Nigel J. Lovett
	Name:	Nigel J. Lovett
	Title:	President and Chief Executive Officer

Agreed to and Acknowledged by:

/s/ Dianne Brand

Dianne Brand

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FORM OF ELECTION TO EXERCISE

     The undersigned hereby irrevocable elects to exercise the number of Warrants of TOREADOR RESOURCES CORPORATION set out below for the number of Shares (or other property or securities subject thereto) as set forth below:

     (a) Number of Shares to be Acquired:                                         

     (b) Exercise Price per Share:                                         

     (c) Aggregate Purchase Price [(a) multiplied by (b)]:                                         

and hereby tenders a certified check, bank draft or cash for such aggregate purchase price, and directs such Shares to be registered and a certificate therefore to be issued as directed below.

          DATED this                      day of                                          ,      .

Per:                                                             

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:

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FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the Warrant.)

     FOR VALUE RECEIVED                                                              hereby sells, assigns

and

transfers unto _______________________________________________________________________________________________

(Please print name and address of transferee)

this Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                                                Attorney, to transfer the within Warrant on the books of the within-named Company, with full power of substitution.

Dated:                                         , 20      

Signature:

(Signature must conform in all respect to name of holder as specified on the face of the Warrant.)

(Insert Social Security or Other Identifying Number of Holder)

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EX-10.3

EXHIBIT 10.3

AMENDMENT NO. 2
TO THE
TOREADOR RESOURCES CORPORATION
2005 LONG-TERM INCENTIVE PLAN

     TOREADOR RESOURCES CORPORATION, a Delaware corporation (the “Company”), pursuant to the authority granted in Article 9 of the Toreador Resources Corporation 2005 Long-Term Incentive Plan (the “Plan”), hereby amends the Plan, effective as of March 12, 2008, to update the provision in the Plan governing capital adjustments made with respect to “Awards” (as defined in the Plan) granted pursuant to the Plan.

     1. Effective as of March 12, 2008, Article 11 is hereby amended by deleting said Article in its entirety and substituting in lieu thereof the following:

ARTICLE 11
CAPITAL ADJUSTMENTS

     In the event 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 fair value of an Award, then the Committee shall adjust any or all of the following so that the fair value of the Award immediately after the transaction or event is equal to the fair value of the Award immediately prior to the transaction or event (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the number of shares and type of Common Stock (or other securities or property) specified as the annual per-participant limitation under Section 5.1 of the Plan, (iv) the Option Price of each outstanding Award, (v) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4, and (vi) the number of or SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan 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 SAR Price; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the Plan or any Stock Option to violate Section 422 of the Code or Section 409A of the Code. 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.

     Upon the occurrence of any such adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment which shall be conclusive and shall be binding upon each such Participant.

     2. Except as amended hereby, the Plan, as previously amended, shall remain in full effect.

     IN WITNESS WHEREOF, the Plan is amended effective as of the dates set forth above.

TOREADOR RESOURCES CORPORATION
By:	/s/ Nigel Lovett
	Name:	Nigel Lovett
	Title:	President and Chief Executive Officer

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EX-10.4

EXHIBIT 10.4

March 3, 2008

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
13760 Noel Road
Suite 1100
Dallas, Texas 75240-1383

Attention: Mr. Charles J. Campise, Senior Vice President and Chief Accounting Officer

Dear Gentlemen,

Re: Southern Europe Region – Toreador Resources Corporation

Maintenance Ratio Temporary Waiver

1.	Reference is made to the Loan and Guarantee Agreement dated December 28, 2006 (the “Loan and Guarantee Agreement”) between Toreador Resources Corporation (“Toreador” or the “Company”), Toreador Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France SCS, Toreador International Holding Limited Liability Company, and International Finance Corporation (“IFC”). Unless otherwise defined in this letter, terms defined in the Loan and Guarantee Agreement shall have the meanings ascribed thereto when used in this letter.
2.	We also refer to your request, dated February 28, 2008, of a temporary waiver in respect of Section 6.01 (m)(v) of the Loan of Guarantee Agreement.
3.	In furtherance of the above, IFC consents to:

(i) the temporary waiver of the requirement in Section 6.01 (m)(v) that the Company maintain an interest Coverage Ratio of at least 3.0:1.0; provided that the Company maintains EBITDAX to net interest expense ratio of at least 2.7:1.0 until July 2, 2008 (as per the waiver granted in May 2007, EBITDAX is used a proxy to EBITDA in the Interest Coverage Ratio calculation until July 2, 2008), and EBITDA to net interest expense ratio of at least 2.7:1.0 during the remaining period of the waiver effectiveness. This waiver is effective until March 8, 2009.

4. No provision of this letter shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Loan and Guarantee Agreement or the Transaction Documents, except as expressly provided in paragraph 3 above,

or (ii) to prejudice any rights or remedies which IFC may have now or in the future under or in connection with any of the Loan and Guarantee Agreement and/or the Transaction Documents.

Sincerely,
INTERNATIONAL FINANCE CORPORATION

/s/ Somit Varma
Director
Oil, Gas, Mining and Chemicals Department

Waiver Accepted and Agreed to this
3^rd day of March, 2008:

/s/ Charles J. Campise
TOREADOR RESOURCES CORPORATION
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR TURKEY LTD.
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR ROMANIA LTD.
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

/s/ Charles J. Campise
MADISON OIL FRANCE SAS
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR ENERGY FRANCE S.C.S.
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR INTERNATIONAL HOLDING
LIMITED LIABILITY COMPANY
Name: Charles J. Campise
Title: Sr. VP Finance and Accounting

EX-10.5

EXHIBIT 10.5

RELEASE AGREEMENT

     This Agreement and Release (the “Release”) is entered into between David M. Brewer (“Brewer”) and Toreador Resources Corporation, a Delaware corporation (the “Company”), as of this 24^th day of March, 2008.

     1. Definitions.

          (a) “Released Parties” means the Company and its past, present and future parents, subsidiaries, directors, employees, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members, committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their personal and representative capacities. Each of the Released Parties is an intended third-party beneficiary of this Release.

          (b) “Claims” means all theories of recovery of whatever nature, whether known or unknown, and now recognized by the law or equity of any jurisdiction. This term includes, but is not limited to, causes of action, charges, indebtedness, losses, claims, liabilities, and demands, whether arising in equity or under the common law or under any contract or statute.

     2. Consideration. In consideration of Brewer’s promises herein, including the release of Claims against the Company, as described in Paragraph 3 below, the Company hereby agrees to pay, at Brewer’s request, to the Vinson & Elkins L.L.P. trust account on behalf of Brewer by wire transfer of immediately available funds the aggregate amount of $97,500.

     3. Release of Claims.

          (a) Brewer, on behalf of himself and his heirs, executors, administrators, legal representatives, successors, beneficiaries, assigns and Affiliates (as defined under Rule 405 promulgated pursuant to the Securities Act of 1933, as amended (“Rule 405”), including, but not limited to, any entities, foundations or trusts under the Control (as defined under Rule 405) of Brewer, his heirs, executors, administrators, legal representatives, successors beneficiaries, assigns and Affiliates (Brewer and such other persons or entities, collectively referred to as the “Brewer Parties”), unconditionally releases and forever discharges the Released Parties from, and waives, any and all Claims that Brewer has or may have against any of the Released Parties, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the date of this Release, including all matters relating to or concerning any alleged consulting agreement or arrangement with the Company or any subsidiary of the Company.

          (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under the (i) Family and Medical Leave Act; or (ii) any federal, state or local law, rule or regulation.

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          (c) In furtherance of this Release, Brewer hereby covenants forever not to assert, file, prosecute, commence, or institute (or sponsor or purposely facilitate any person in connection with the foregoing) any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature against any of the Released Parties in connection with any Claims released in this paragraph 3(a) and (b), and represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his behalf, and that if such a proceeding is initiated, Brewer and the other Brewer Parties shall accept no benefit therefrom.

     4. Acknowledgment. Brewer acknowledges that, by entering into this Release, the Company does not admit to the existence of, or any claim of, any wrongdoing in connection with Brewer’s alleged consulting arrangement with the Company, and that this Release is intended as a compromise of any and all Claims Brewer has or may have against the Released Parties as of the date Brewer signs this Release, including, but not limited to, any Claims Brewer has alleged against the Released Parties relating to any alleged consulting agreement or arrangement that Brewer may have had with the Company or any representative or agent thereof. Brewer further acknowledges that the consideration paid hereunder will be treated as compensation to Brewer for income tax purposes. Brewer further acknowledges that Brewer has consulted with his counsel and carefully read this Release and understands its final and binding effect.

     5. Applicable Law. This Release shall be construed and interpreted pursuant to the laws of Texas without regard to any choice of law provisions thereof.

     6. Severability. Each part, term, or provision of this Release is severable from the others. In the event that any provision of this Release, or the application thereof to any circumstance, is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under present or future laws, such invalid, illegal or unenforceable provision shall be fully severable; and this Release shall then be construed and enforced as if such invalid, illegal or unenforceable provision had not been contained in this Release; and the remaining provisions of this Release shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Release. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically, as part of this Release, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

     7. Advice to Consult Counsel. The Company hereby advises Brewer to consult with an attorney prior to executing this Release.

     8. Counterparts. This Release may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Release, and all of which, when taken together, shall be deemed to constitute one and the same Release.

[Remainder of Page Intentionally Left Blank]

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TOREADOR RESOURCES CORPORATION
By:	/s/ Nigel Lovett
Name:	Nigel Lovett
Title:	President and CEO
DAVID M. BREWER
/s/ David M. Brewer

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EX-10.6

EXHIBIT 10.6

2008 EMPLOYMENT AGREEMENT

          This 2008 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of March, 2008 (the “Effective Date”), by and between Toreador Resources Corporation, a Delaware corporation (the “Company”) and Nigel J. Lovett (“Executive”) of the Company.

     A. The parties hereto intend that this Agreement shall become effective upon the Effective Date.

     B. The Company currently employs Executive in an executive capacity with the Company.

     C. The Company desires to continue its employment of Executive in an executive capacity with the Company, and Executive desires to continue his employment with the Company pursuant to the terms set forth in this Agreement.

     D. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the continued employment of Executive.

     E. This Agreement is a condition of Executive’s continued employment and is ancillary thereto.

     NOW, THEREFORE, in consideration of the mutual premises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

          (a) “Annual Base Salary” shall mean Executive’s gross annual salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program of the Company, but excluding bonuses, incentive compensation, employee benefits or any other non-salary form of compensation.

          (b) “Cause” shall mean (i) Executive’s commission of a dishonest or fraudulent act in connection with Executive’s employment, or the misappropriation of Company property; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) Executive’s inattention to duties, unsatisfactory performance, or failure to perform Executive duties hereunder, provided in each case the Company gives Executive written notice and thirty (30) days to correct Executive’s performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of Executive’s fiduciary duties in any material respect, provided in each case the Company gives Executive written notice and thirty (30) days to correct; (vi) Executive’s failure to comply in any material respect with any legal written directive of the Board of Directors of the Company (the “Board”); or (vii) any act or omission of Executive which is of substantial detriment to the Company because of Executive’s intentional failure to

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comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled). Any determination of whether an Executive should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board of Directors, and shall be binding upon all parties affected thereby.

          (c) “Change in Control” means any one of the following, except as otherwise provided herein: (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 Company’s stockholders, of each new director was approved by a vote of a 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 Company (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 Company (and the “Affiliates” of such directors, as that term is defined below) serving as such as of May 19, 2005 (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 Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors; (iii) the merger or consolidation of the Company with or into any other entity if the Company is not the surviving entity (or the Company is the surviving entity but voting securities of the Company are exchanged for securities of any other entity) and any person or group of persons (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 Company or the liquidation or dissolution of the Company. For purposes of this Section 1(c), the term “Affiliate” with respect to any person shall mean any person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. Notwithstanding the foregoing provisions of this Section 1(c), in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” shall be the definition provided for under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations or other guidance issued thereunder.

          (d) “Disability” shall mean a physical or mental condition which, in the judgment of the Board (excluding Executive, if applicable) prevents Executive from performing the essential functions of Executive’s position with the Company, even with reasonable accommodation, for a period of not less than ninety (90) consecutive days.

          (e) “Good Reason” shall mean (i) failure to elect or reelect or otherwise to maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which Executive holds at the Effective Date; (ii) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive holds at the Effective Date, or (B) a reduction in

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Executive’s Annual Base Salary set forth in Section 2(b) received from the Company and the annual bonus opportunity available to Executive for the year in which the termination occurs under the Company’s then existing bonus program applicable to Executive, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such change, reduction or termination, as the case may be; (iii) the Company relocates its principal executive offices (if such offices are the principal location of Executive’s work), or requires Executive to have his or her principal location of work changed, to any location that, in either case, is in excess of twenty-five (25) miles from the location thereof at the Effective Date; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such breach.

          (f) “Incentive Plan” shall mean the Toreador Resources Corporation 2005 Long-Term Incentive Plan (or any successor plan thereto).

          (g) “Subsidiary” shall mean an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting stock or other voting equity thereof.

          (h) “Voluntary Resignation” shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement other than termination of Executive’s employment for Good Reason which shall not be deemed a “Voluntary Resignation” for purposes of this Agreement.

SECTION 2
COMPENSATION AND BENEFITS

          (a) Duties. Executive’s title is President and Chief Executive Officer and Executive will report directly to the Board. Executive shall faithfully, diligently and to the best of his ability perform such duties as are customarily performed by such officers of companies of similar size and in the same industry as the Company, together with such other duties as are mutually agreed by Executive and the Board of the Company from time to time (which duties shall be consistent with his titles and positions as set forth above), and shall devote substantially all of his business time to the management of the business of the Company. Executive shall perform Executive’s duties principally at the principal place of business of the Company located in Dallas, Texas or such other location as is consented to by Executive, with such travel to such other locations from time to time as Executive reasonably determines to be appropriate for the discharge of his duties or as the Board may prescribe. Without limiting the foregoing, such duties shall, at the request of the Board, include serving as an officer or director of any subsidiary of the Company, without compensation. For services as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company to the fullest extent permitted by law, which indemnification shall remain effective after termination of the Agreement with respect to Executive’s actions and inaction during the term hereof.

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          (b) Annual Base Salary. Executive’s Annual Base Salary is $360,000. This amount will be subject to applicable deductions and withholding. From time to time, but no less than annually, the Annual Base Salary shall be subject to review by the Board, and any adjustment shall be subject to the approval of Executive. In the event the Annual Base Salary is adjusted, such adjusted Annual Base Salary shall be payable to Executive under this Agreement and in accordance with the pay practices of the Company for that fiscal year and each subsequent fiscal year (unless adjusted in the future pursuant to this paragraph), provided that no downward adjustment shall be made without Executive’s consent.

          (c) Vacation. For each calendar year during which Executive is employed by the Company, Executive shall be entitled to four (4) weeks of paid vacation, to be taken in accordance with the Company’s policy then in effect. Such vacations shall be taken at such times as are consistent with the reasonable business needs of the Company.

          (d) Bonus Plan. Executive shall be a participant in the Company’s annual bonus plan subject to the attainment of performance objectives and other provisions of such plan in effect each year of this Agreement.

          (e) Equity Awards. During his employment during the term of this Agreement, Executive shall receive, subject to approval of the Company’s Compensation Committee and the terms and conditions of the Incentive Plan and any applicable award agreement, the following equity incentive awards:

               (i) A grant of (A) twenty thousand (20,000) shares of Common Stock (as such term is defined in the Incentive Plan) on January 25, 2009, provided Executive is employed by the Company on such date; (B) thirty thousand (30,000) shares of Common Stock on January 25, 2010, provided Executive is employed by the Company on such date; and (C) forty thousand (40,000) shares of Common Stock on January 25, 2011, provided Executive is employed by the Company on such date. Should Executive submit his Voluntary Resignation or be terminated for Cause or because of his death or Disability, the balance of the shares not awarded as of such termination of employment shall not be awarded. Notwithstanding anything to the contrary contained herein, any shares to be awarded pursuant to this Section 2(e)(i) shall be immediately awarded to Executive, in accordance with, and subject to any limitations contained within the Incentive Plan, in the event (A) Executive’s employment with the Company is terminated by the Company for any reason other than Cause; (B) Executive resigns for Good Reason; or (C) a Change in Control occurs during the Employment Term and, following such Change in Control, (1) Executive’s employment is terminated without Cause; (2) Executive is demoted from the positions of Chief Executive Officer and President; or (3) Executive’s authorities, powers, functions, responsibilities or duties attached to Executive’s position with the Company which Executive holds at the Effective Date are materially reduced.

               (ii) A grant of one hundred thousand (100,000) shares of Restricted Stock (as such term is defined in the Incentive Plan) as soon as administratively practicable following the Effective Date and subject to the Company’s stockholder’s approval of an increase in authorized shares available for awards under the Incentive Plan (including, without limitation, approval of increases in the individual grant limitations set forth in the Incentive Plan), which

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shall vest equally over three years, beginning on the first anniversary of the date of grant of such award.

               (iii) A grant of options to purchase one hundred thousand (100,000) shares of Common Stock, with an exercise price equal to the fair market value of the Common Stock on the date of grant and subject to vesting equally over three years, beginning on the first anniversary of the date of grant. Such options shall be a combination of “incentive stock options” (within the meaning of Section 422 of the Code), to the extent permissible under the Code, and nonqualified stock options.

          (f) Benefit Plans. During his employment pursuant to this Agreement, subject to eligibility requirements and applicable employee contributions, and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate in the Company sponsored employee benefit plans, pension plans, 401(k) plans, medical benefit plans, group life insurance plans, hospitalization plans, or other employee welfare plans that the Company may adopt for employees generally from time to time during Executive’s employment pursuant to this Agreement, and as such plans may be modified, amended, terminated, or replaced from time to time. In addition, Executive shall receive such other compensation as the Board of the Company (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. Notwithstanding anything to the contrary contained herein, the Company retains the right to amend, modify or terminate any of its employee benefit plans, policies or programs at any time.

          (g) Fringe Benefits. During his employment pursuant to this Agreement, and except as otherwise provided in this Agreement, Executive shall be entitled to participate on substantially the same terms and conditions in the Company sponsored fringe benefits generally provided to similarly situated personnel, such as sick pay.

          (h) Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in the course of his duties, upon presentation of appropriate documentation of such costs as and when required by and to the satisfaction of the Company, on a basis that is consistent with the Company’s past practices.

          (i) Withholding and Payroll Taxes. The payment of any Annual Base Salary and bonus or other amounts to Executive as provided hereunder or otherwise shall be subject to applicable withholding and payroll taxes and such other deductions as may be required by law or under any of the Company’s policies or plans from time to time in effect.

SECTION 3
SEVERANCE RIGHTS

          (a) Interest. Without limiting the rights of Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Section 3 on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “U.S. prime rate” as quoted from time to time during the relevant period in the Money Rate Section of the edition of

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The Wall Street Journal delivered in Dallas, Texas, plus 2%. Such interest will be payable with the applicable payment or benefit. Any change in such prime rate will be effective on and as of the date of such change.

          (b) Continued Benefits. A termination of Executive’s employment with the Company will not affect the rights that Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any of their Subsidiaries providing employee benefits, which rights shall be governed by the terms thereof, except if Executive is entitled to and is receiving the severance benefits contemplated by this Agreement, Executive shall not be entitled to also receive severance compensation under any other severance plan or policy of the Company.

          (c) Resignation from Positions. Immediately upon Executive’s termination of employment with the Company for any reason, Executive will resign as an officer and employee of the Company and as a member of the Board of the Company and of the board of directors of each subsidiary of the Company and from all other positions with the Company and its Subsidiaries. The Company’s obligations to Executive under this Section 3 are conditioned on Executive furnishing such resignations and on Executive executing the release in the form attached hereto as Exhibit A. Notwithstanding the foregoing, nothing herein shall prevent the remaining members of the Board from re-electing Executive as a member of the Board following such resignation, nor shall anything herein prevent Executive from serving as a member of the Board following such re-election.

          (d) Termination of Employment. Either party may terminate Executive’s employment with the Company at any time, without notice and for any reason; provided, however:

               (i) Termination for Cause or Due to Voluntary Resignation or Disability. If during the Employment Term, the Company terminates Executive’s employment with the Company for Cause or Executive terminates his employment due to his Voluntary Resignation or Disability, the Company shall have no further obligation to Executive under this Agreement except to pay his Annual Base Salary and earned but unused vacation through his date of termination, on or before the next regularly scheduled pay-date after termination and to perform such other obligations as imposed by law.

               (ii) Termination without Cause or for Good Reason. If during the Employment Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sue in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall pay to Executive the following:

                    A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination.

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                    B. Severance payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Code.

                    C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24^th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise except from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

                    D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company without Cause or by Executive for Good Reason.

               (iii) Death. Executive’s employment under this Agreement shall terminate immediately upon the death of Executive. If during the Employment Term such termination occurs, Executive’s designated beneficiary, or his personal representative, shall receive the payments and benefits described below from the Company:

                    A. Executive’s unpaid Annual Base Salary earned through the date of termination and a lump sum payment for any earned but unused vacation shall be paid on or before the next regularly scheduled pay-date after termination.

                    B. An amount equal to the pro-rata portion of any bonus that would have been payable to Executive under the Company’s annual bonus plan then in effect, as

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provided in Section 2(d), if Executive had remained employed for the full year, shall be paid within the time period prescribed by such plan.

                    C. Benefits will continue for Executive’s spouse and eligible dependents in accordance with the Company’s policy, the terms of the applicable plans, and as required by law.

SECTION 4
SIX MONTH HOLD BACK; TAX DISCLOSURE

          (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of: (x) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in the Final Treasury Regulations under Section 409A of the Code and any other guidance issued under Section 409A of the Code) with the Company, and (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A., or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 4 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum.

          (b) Executive has reviewed with Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. Executive is relying solely on his tax advisors and not on any statements or representations of the Company or any of their agents and understands that Executive (and not the Company) shall be responsible for Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

          (c) The Company shall include the provisions of this Agreement in its own review of the applicability of Section 409A of the Code. If, upon review, amendment of this Agreement could result in Executive not being subject to payment of interest and tax penalty under Section 409A, the Company will amend this Agreement in order to avoid such interest and tax penalty provided that the Company determines, in its reasonable discretion, that such amendment can be implemented without additional cost to the Company, other than immaterial administrative costs.

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SECTION 5
VESTING OF STOCK OPTIONS, RESTRICTED STOCK

          Vesting of any long-term incentive grants and awards resulting from employment terminations, regardless of the reason for or date of such termination, shall be governed by the Incentive Plan and any grant or award agreements and shall not be affected by the terms of this Agreement. Notwithstanding the foregoing, any of the awards made to Executive pursuant to Section 2(e)(ii) and 2(e)(iii) above shall become one hundred percent (100%) vested in the event a Change in Control occurs during the Employment Term and, following such Change in Control, (A) Executive’s employment is terminated without Cause; (B) Executive is demoted from the positions of Chief Executive Officer and President; or (C) Executive’s authorities, powers, functions, responsibilities or duties attached to Executive’s position with the Company which Executive holds at the Effective Date are materially reduced.

SECTION 6
AT-WILL EMPLOYMENT

          The parties hereto acknowledge that Executive’s employment with the Company is and shall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments or benefits, other than as provided by this Agreement or as may otherwise be available in accordance with the terms of the Company’s employee plans and written policies in effect at the time of termination.

SECTION 7
EXPIRATION OF AGREEMENT

          Unless earlier terminated as provided in this Agreement or unless extended as provided in this Section 7, this Agreement shall terminate on December 31, 2010 (the “Employment Term”); provided, however, that except as otherwise set forth in this Section 7, the parties’ respective rights and obligations under Sections 3(b), 3(c), 3(d), 7, 9, 10, 11, and 12, as well as any other unpaid obligation (whether such payment is to be made in cash or securities) of the Company hereunder (including but not limited to sections or subsections of this Agreement not specifically listed above), will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

          Upon the expiration of the Employment Term, Executive and the Company may, but shall be under no obligation to, negotiate terms and conditions of any subsequent term of employment. In the event, however, that Executive remains in the employ of the Company after the Employment Term expires, then (i) the terms of this Agreement shall not be applicable, (ii) Executive shall be an employee-at-will subject to the benefits, programs, and policies of the Company then in effect, and (iii) either party may terminate the employment relationship at any time with or without Cause.

SECTION 8
NO OBLIGATION TO MITIGATE

          (a) Executive is under no obligation to mitigate damages in the amount of any payment provided herein by seeking other employment or otherwise.

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          (b) The amount of any payment provided herein shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of Executive’s employment by another employer after the termination date of Executive’s employment with the Company. Notwithstanding the foregoing, this Section 8 shall not limit the Company’s ability to enforce any non-competition agreement with Executive.

SECTION 9
BREACH OF AGREEMENT

     The prevailing party in any legal proceeding based upon this Agreement or the Release Agreement shall be entitled to reasonable attorneys’ fees and court costs, in addition to any other recoveries allowed by law.

SECTION 10
ASSIGNMENT, SUCCESSORS

          (a) Without limiting the rights of Executive as provided in Section 3 hereof, the Company shall require any successor to or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly and unconditionally assume and agree to perform this Agreement.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If Executive dies while any amounts are payable hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there is no such designee, to Executive’s estate.

          (c) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive except by will or the laws of descent and distribution.

SECTION 11
NOTICE

          Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day) or upon receipt after dispatch by registered or certified mail, postage prepaid, or on the next Business Day if transmitted by national overnight courier, in each case addressed as follows:

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          (i) If to the Company, to:

Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240
Attention: Chairman of the Board
Telephone No.: (214) 559-3933
Facsimile No.: (214) 559-3945

          with a mandated copy to:

Haynes and Boone, LLP
901 Main Street, Suite 1300
Dallas, Texas 75202
Attention: Janice V. Sharry
Telephone No.: (214) 651-5000
Facsimile No.: (214) 200-0676

          (ii) if to Executive, to the address set forth for Executive on the signature page hereof.

SECTION 12
MISCELLANEOUS

          (a) No provisions of this Agreement may be modified, waived or discharged except in a writing signed and dated by Executive and the Company. No waiver by any party at any time of any breach by another party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

          (b) This Agreement reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous agreements, promises, and representations, including, but not limited to, any terms, conditions or agreements set forth in the Employment Agreement by and between the Company and Executive dated as of January 25, 2007. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          (c) This Agreement shall be governed and construed in all respects in accordance with the internal laws of the State of Texas (without giving effect to principles of conflicts of laws). All references to sections of the Code or regulations issued thereunder shall be deemed also to refer to any successor provisions to such sections or regulations.

          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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          (e) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          (f) Each party hereto has participated in the preparation and drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Executive acknowledges that he has read and understands this Agreement, that Executive has had sufficient time and opportunity to consult with counsel regarding this Agreement, and that Executive has entered into this Agreement voluntarily and without coercion.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Toreador Resources Corporation
By:	/s/ John Mark McLaughlin
	Name:	John Mark McLaughlin
	Title:	Chairman of the Board

EXECUTIVE:

/s/ Nigel Lovett

Nigel Lovett (Signature)

13760 Noel Road, Suite 1100

Dallas, TX 75240

214-202-1957

S-1

EXHIBIT A
RELEASE AGREEMENT

     This Release is made pursuant to Paragraph (g) of Section 3 of the 2008 Employment Agreement dated [DATE OF EMPLOYMENT AGREEMENT], (“Employment Agreement”), in consideration for and as condition precedent to the receipt of benefits to be paid to Executive pursuant to Section 3 of the Employment Agreement.

     In consideration of the Severance payments the Company is paying to Executive pursuant to Section 3 of the Employment Agreement, by signing below, the undersigned Executive hereby releases all claims against the Company, as those terms are defined in the Employment Agreement, and their affiliates, successors and assigns, and their respective agents, officers, shareholders, directors, partners, employees, representatives and attorneys, (“Releasees”), arising out of Executive’s employment with Releasees, and any of them.

     Release and Discharge of Claims. Executive hereby irrevocably and unconditionally releases and discharges from any and all claims, liabilities, obligations, promises, causes of actions, actions, suits, or demands, of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, arising from or relating to any agreements or arrangements between Executive and any of the Releasees, whether as an employee, consultant or otherwise, or the termination of such agreements or arrangements (“Claims”). Such Claims include, but are not limited to the following: claims based upon employment discrimination or harassment of any kind or nature; claims based upon any violation of Releasees’ policies, procedures or regulations; claims of any kind based upon any actual or implied agreement, contract, promise, written or oral statement of any kind whatsoever between Executive and any of the Releasees or the alleged breach thereof; claims based upon alleged violation of the Texas Labor Code, Title 7 of the Civil Rights Act of 1964 as amended, the United States and/or Texas Constitutions, the Americans With Disabilities Act, and the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act; claims based upon Federal and State wage and hour laws; any State and Federal tort or common law claims; and claims based on any other State and Federal statutes or laws. Notwithstanding the above, Claims does not include any claims arising out of any Company sponsored employee benefit plans (other than any severance arrangements (but excluding the Employment Agreement) between the Company and Executive. Executive covenants and agrees not to file, sue or assert any claims against Releasees in connection with any of the above-mentioned Claims. Executive acknowledges and agrees that s/he is aware that s/he may hereafter discover claims which presently exist, but which are presently unknown or unsuspected, or may discover facts in addition to or different from those which s/he now knows or believes to be true as to the matters released herein. Nevertheless, it is Executive’s intention, through this Release, to fully, finally and forever release all such matters, and all claims related thereto, which do now exist. In entering into this Release, Executive does not rely upon any statement, representation or promise of any other party hereto or any other person or entity, except as expressly stated in this Release.

     No Waiver of Future Claims. Executive acknowledges that this Release does not release claims which do not exist as of the date of signature hereof.

Release-1-

     Review and Revocation Periods. Executive may take twenty-one (21) days to review and consider this agreement. Executive has the right to, and is encouraged to, consult with legal counsel regarding this agreement. Executive has seven (7) days from the date on which Executive signs this agreement in which to revoke this agreement. To be effective, any such revocation must be in writing delivered to Chairman of the Board at the Company, Toreador Resources Corporation, 13760 Noel Road, Suite 1100, Dallas, TX 75240, before midnight on the seventh (7^th) day after the date of Executive’s signature on this agreement. The Company’s obligation to provide any benefits pursuant to Section 3 of the Employment Agreement does not become final and binding until the expiration of the seven (7) day revocation period and so long as this Release has not been revoked during such period.

     Voluntary Agreement. Executive acknowledges that s/he has read and understands this agreement, has been given a reasonable time to review it, has been advised to and has had the opportunity to consult with counsel and in fact has consulted counsel regarding this agreement, and has entered into this agreement voluntarily and without coercion.

Dated: March 12, 2008

[Nigel Lovett]

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EX-10.7

EXHIBIT 10.7

2008 EMPLOYMENT AGREEMENT

          This 2008 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of March, 2008 (the “Effective Date”), by and between Toreador Resources Corporation, a Delaware corporation (the “Company”) and Michael J. FitzGerald (“Executive”) of the Company.

     A. The parties hereto intend that this Agreement shall become effective upon the Effective Date.

     B. The Company currently employs Executive in an executive capacity with the Company.

     C. The Company desires to continue its employment of Executive in an executive capacity with the Company, and Executive desires to continue his employment with the Company pursuant to the terms set forth in this Agreement.

     D. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the continued employment of Executive.

     E. This Agreement is a condition of Executive’s continued employment and is ancillary thereto.

     NOW, THEREFORE, in consideration of the mutual premises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

          (a) “Annual Base Salary” shall mean Executive’s gross annual salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program of the Company, but excluding bonuses, incentive compensation, employee benefits or any other non-salary form of compensation.

          (b) “Cause” shall mean (i) Executive’s commission of a dishonest or fraudulent act in connection with Executive’s employment, or the misappropriation of Company property; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) Executive’s inattention to duties, unsatisfactory performance, or failure to perform Executive duties hereunder, provided in each case the Company gives Executive written notice and thirty (30) days to correct Executive’s performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of Executive’s fiduciary duties in any material respect, provided in each case the Company gives Executive written notice and thirty (30) days to correct; (vi) Executive’s failure to comply in any material respect with any legal written directive of the Board of Directors of the Company (the “Board”); or (vii) any act or omission of Executive which is of substantial detriment to the Company because of Executive’s intentional failure to

comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled). Any determination of whether an Executive should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board of Directors, and shall be binding upon all parties affected thereby.

          (c) “Disability” shall mean a physical or mental condition which, in the judgment of the Board (excluding Executive, if applicable) prevents Executive from performing the essential functions of Executive’s position with the Company, even with reasonable accommodation, for a period of not less than ninety (90) consecutive days.

          (d) “Good Reason” shall mean (i) failure to elect or reelect or otherwise to maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which Executive holds at the Effective Date; (ii) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive holds at the Effective Date, or (B) a reduction in Executive’s Annual Base Salary set forth in Section 2(b) received from the Company and the annual bonus opportunity available to Executive for the year in which the termination occurs under the Company’s then existing bonus program applicable to Executive, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such change, reduction or termination, as the case may be; (iii) the Company relocates its principal executive offices (if such offices are the principal location of Executive’s work), or requires Executive to have his or her principal location of work changed, to any location that, in either case, is in excess of twenty-five (25) miles from the location thereof at the Effective Date; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such breach.

          (e) “Subsidiary” shall mean an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting stock or other voting equity thereof.

          (f) “Voluntary Resignation” shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement other than termination of Executive’s employment for Good Reason which shall not be deemed a “Voluntary Resignation” for purposes of this Agreement.

SECTION 2
COMPENSATION AND BENEFITS

          (a) Duties. Executive’s title is Executive Vice President, Exploration and Production and Executive will report directly to the President and Chief Executive Officer. Executive shall faithfully, diligently and to the best of his ability perform such duties as are customarily performed by such officers of companies of similar size and in the same industry as

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the Company, together with such other duties as are mutually agreed by Executive and the President and Chief Executive Officer of the Company from time to time (which duties shall be consistent with his titles and positions as set forth above), and shall devote substantially all of his business time to the management of the business of the Company. Executive shall perform Executive’s duties principally at the principal place of business of the Company located in Dallas, Texas or such other location as is consented to by Executive, with such travel to such other locations from time to time as the President and Chief Executive Officer may prescribe. Without limiting the foregoing, such duties shall, at the request of the Board, include serving as an officer or director of any subsidiary of the Company, without compensation. For services as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company to the fullest extent permitted by law, which indemnification shall remain effective after termination of the Agreement with respect to Executive’s actions and inaction during the term hereof.

          (b) Annual Base Salary. Executive’s Annual Base Salary is $280,000. This amount will be subject to applicable deductions and withholding. From time to time, but no less than annually, the Annual Base Salary shall be subject to review by the Compensation Committee, recommendation made to the Board and final determination by the Board, and any adjustment shall be subject to the approval of Executive. In the event the Annual Base Salary is adjusted, such adjusted Annual Base Salary shall be payable to Executive under this Agreement and in accordance with the pay practices of the Company for that fiscal year and each subsequent fiscal year (unless adjusted in the future pursuant to this paragraph), provided that no downward adjustment shall be made without Executive’s consent.

          (c) Vacation. Executive shall be entitled to 20 days of paid time off (paid time off includes both vacation days and sick days) each year of this Agreement to be taken in accordance with the Company’s policy then in effect. Such vacations shall be taken at such times as are consistent with the reasonable business needs of the Company.

          (d) Bonus Plan. Executive shall be a participant in the Company’s annual bonus plan subject to the attainment of performance objectives and other provisions of such plan in effect each year of this Agreement.

          (e) Benefit Plans. During his employment pursuant to this Agreement, subject to eligibility requirements and applicable employee contributions, and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate in the Company sponsored employee benefit plans, pension plans, 401(k) plans, medical benefit plans, group life insurance plans, hospitalization plans, or other employee welfare plans that the Company may adopt for employees generally from time to time during Executive’s employment pursuant to this Agreement, and as such plans may be modified, amended, terminated, or replaced from time to time. In addition, Executive shall receive such other compensation as the Board of the Company (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. Notwithstanding anything to the contrary contained herein, the Company retains the right to amend, modify or terminate any of its employee benefit plans, policies or programs at any time.

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          (f) Fringe Benefits. During his employment pursuant to this Agreement, and except as otherwise provided in this Agreement, Executive shall be entitled to participate on substantially the same terms and conditions in the Company sponsored fringe benefits generally provided to similarly situated personnel, such as sick pay.

          (g) Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in the course of his duties, upon presentation of appropriate documentation of such costs as and when required by and to the satisfaction of the Company, on a basis that is consistent with the Company’s past practices.

          (h) Withholding and Payroll Taxes. The payment of any Annual Base Salary and bonus or other amounts to Executive as provided hereunder or otherwise shall be subject to applicable withholding and payroll taxes and such other deductions as may be required by law or under any of the Company’s policies or plans from time to time in effect.

SECTION 3
SEVERANCE RIGHTS

          (a) Interest. Without limiting the rights of Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Section 3 on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “U.S. prime rate” as quoted from time to time during the relevant period in the Money Rate Section of the edition of The Wall Street Journal delivered in Dallas, Texas, plus 2%. Such interest will be payable with the applicable payment or benefit. Any change in such prime rate will be effective on and as of the date of such change.

          (b) Continued Benefits. A termination of Executive’s employment with the Company will not affect the rights that Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any of their Subsidiaries providing employee benefits, which rights shall be governed by the terms thereof, except if Executive is entitled to and is receiving the severance benefits contemplated by this Agreement, Executive shall not be entitled to also receive severance compensation under any other severance plan or policy of the Company.

          (c) Resignation from Positions. Immediately upon Executive’s termination of employment with the Company for any reason, Executive will resign as an officer and employee of the Company and from all other positions with the Company and its Subsidiaries. The Company’s obligations to Executive under this Section 3 are conditioned on Executive furnishing such resignations and on Executive executing the release in the form attached hereto as Exhibit A.

          (d) Termination of Employment. Either party may terminate Executive’s employment with the Company at any time, without notice and for any reason; provided, however:

               (i) Termination for Cause or Due to Voluntary Resignation or Disability. If during the Employment Term, the Company terminates Executive’s employment

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with the Company for Cause or Executive terminates his employment due to his Voluntary Resignation or Disability, the Company shall have no further obligation to Executive under this Agreement except to pay his Annual Base Salary and earned but unused vacation through his date of termination, on or before the next regularly scheduled pay-date after termination and to perform such other obligations as imposed by law.

               (ii) Termination without Cause or for Good Reason. If during the Employment Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sue in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall pay to Executive the following:

                    A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination.

                    B. Severance payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

                    C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24^th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of both Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise exempt from Section 409A of the Code, the

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provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

     D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company without Cause or by Executive for Good Reason.

               (iii) Death. Executive’s employment under this Agreement shall terminate immediately upon the death of Executive. If during the Employment Term such termination occurs, Executive’s designated beneficiary, or his personal representative, shall receive the payments and benefits described below from the Company:

                    A. Executive’s unpaid Annual Base Salary earned through the date of termination and a lump sum payment for any earned but unused vacation shall be paid on or before the next regularly scheduled pay-date after termination.

                    B. An amount equal to the pro-rata portion of any bonus that would have been payable to Executive under the Company’s annual bonus plan then in effect, as provided in Section 2(d), if Executive had remained employed for the full year, shall be paid within the time period prescribed by such plan.

                    C. Benefits will continue for Executive’s spouse and eligible dependents in accordance with the Company’s policy, the terms of the applicable plans, and as required by law.

SECTION 4
SIX MONTH HOLD BACK; TAX DISCLOSURE

          (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of: (x) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in the Final Treasury Regulations under Section 409A of the Code and any other guidance issued under Section 409A of the Code) with the Company, and (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A., or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 4 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum.

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          (b) Executive has reviewed with Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. Executive is relying solely on his or her tax advisors and not on any statements or representations of the Company or any of their agents and understands that Executive (and not the Company) shall be responsible for Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

          (c) The Company shall include the provisions of this Agreement in its own review of the applicability of Section 409A of the Code. If, upon review, amendment of this Agreement could result in Executive not being subject to payment of interest and tax penalty under Section 409A, the Company will amend this Agreement in order to avoid such interest and tax penalty provided that the Company determines, in its reasonable discretion, that such amendment can be implemented without additional cost to the Company, other than immaterial administrative costs.

SECTION 5
VESTING OF STOCK OPTIONS

          Vesting of any long-term incentive grants and awards resulting from employment terminations, regardless of the reason for or date of such termination, shall be governed by the Toreador Resources Corporation 2005 Long-Term Incentive Plan (or any successor plan thereto) and any grant or award agreements and shall not be affected by the terms of this Agreement.

SECTION 6
AT-WILL EMPLOYMENT

          The parties hereto acknowledge that Executive’s employment with the Company is and shall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments or benefits, other than as provided by this Agreement or as may otherwise be available in accordance with the terms of the Company’s employee plans and written policies in effect at the time of termination.

SECTION 7
EXPIRATION OF AGREEMENT

          Unless earlier terminated as provided in this Agreement or unless extended as provided in this Section 7, this Agreement shall terminate one (1) year following the Effective Date (the “Employment Term”); provided, however, that except as otherwise set forth in this Section 7, the parties’ respective rights and obligations under Sections 3(b), 3(c), 3(d), 7, 9, 10, 11, and 12, as well as any other unpaid obligation (whether such payment is to be made in cash or securities) of the Company hereunder (including but not limited to sections or subsections of this Agreement not specifically listed above), will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

          Upon the expiration of the Employment Term, Executive and the Company may, but shall be under no obligation to, negotiate terms and conditions of any subsequent term of employment. In the event, however, that Executive remains in the employ of the Company after the Employment Term expires, then (i) the terms of this Agreement shall not be applicable, (ii)

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Executive shall be an employee-at-will subject to the benefits, programs, and policies of the Company then in effect, and (iii) either party may terminate the employment relationship at any time with or without Cause.

SECTION 8
NO OBLIGATION TO MITIGATE

          (a) Executive is under no obligation to mitigate damages in the amount of any payment provided herein by seeking other employment or otherwise.

          (b) The amount of any payment provided herein shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of Executive’s employment by another employer after the termination date of Executive’s employment with the Company. Notwithstanding the foregoing, this Section 8 shall not limit the Company’s ability to enforce any non-competition agreement with Executive.

SECTION 9
BREACH OF AGREEMENT

     The prevailing party in any legal proceeding based upon this Agreement or the Release Agreement shall be entitled to reasonable attorneys’ fees and court costs, in addition to any other recoveries allowed by law.

SECTION 10
ASSIGNMENT, SUCCESSORS

          (a) Without limiting the rights of Executive as provided in Section 3 hereof, the Company shall require any successor to or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly and unconditionally assume and agree to perform this Agreement.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If Executive dies while any amounts are payable hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there is no such designee, to Executive’s estate.

          (c) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive except by will or the laws of descent and distribution.

SECTION 11
NOTICE

          Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given

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when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day) or upon receipt after dispatch by registered or certified mail, postage prepaid, or on the next Business Day if transmitted by national overnight courier, in each case addressed as follows:

          (i) If to the Company, to:

Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240
Attention: President
Telephone No.: (214) 559-3933
Facsimile No.: (214) 559-3945

          with a mandated copy to:

Haynes and Boone, LLP
901 Main Street, Suite 1300
Dallas, Texas 75202
Attention: Janice V. Sharry
Telephone No.: (214) 651-5000
Facsimile No.: (214) 200-0676

          (ii) if to Executive, to the address set forth for Executive on the signature page hereof.

SECTION 12
MISCELLANEOUS

          (a) No provisions of this Agreement may be modified, waived or discharged except in a writing signed and dated by Executive and the Company. No waiver by any party at any time of any breach by another party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

          (b) This Agreement reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous agreements, promises, and representations, including, but not limited to, any terms, conditions or agreements set forth in the Employment Agreement by and between the Company and Executive dated as of March 14, 2007. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          (c) This Agreement shall be governed and construed in all respects in accordance with the internal laws of the State of Texas (without giving effect to principles of conflicts of laws). All references to sections of the Code or regulations issued thereunder shall be deemed also to refer to any successor provisions to such sections or regulations.

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          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          (e) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          (f) Each party hereto has participated in the preparation and drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Executive acknowledges that he has read and understands this Agreement, that Executive has had sufficient time and opportunity to consult with counsel regarding this Agreement, and that Executive has entered into this Agreement voluntarily and without coercion.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Toreador Resources Corporation
By:	/s/ Nigel Lovett
	Name:	Nigel Lovett
	Title:	President and Chief Executive Officer

EXECUTIVE: Michael J. FitzGerald

/s/ Michael J. FitzGerald

(Signature)

5581 Buena Vista Drive

(Print Address)

Frisco, TX 75034

(Print Address)

972-334-9806

(Print Telephone Number)

S-1

EXHIBIT A
RELEASE AGREEMENT

     This Release is made pursuant to Paragraph (c) of Section 3 of the 2008 Employment Agreement dated [DATE OF EMPLOYMENT AGREEMENT], (“Employment Agreement”), in consideration for and as condition precedent to the receipt of benefits to be paid to Executive pursuant to Section 3 of the Employment Agreement.

     In consideration of the Severance payments the Company is paying to Executive pursuant to Section 3 of the Employment Agreement, by signing below, the undersigned Executive hereby releases all claims against the Company, as those terms are defined in the Employment Agreement, and their affiliates, successors and assigns, and their respective agents, officers, shareholders, directors, partners, employees, representatives and attorneys, (“Releasees”), arising out of Executive’s employment with Releasees, and any of them.

     Release and Discharge of Claims. Executive hereby irrevocably and unconditionally releases and discharges from any and all claims, liabilities, obligations, promises, causes of actions, actions, suits, or demands, of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, arising from or relating to any agreements or arrangements between Executive and any of the Releasees, whether as an employee, consultant or otherwise, or the termination of such agreements or arrangements (“Claims”). Such Claims include, but are not limited to the following: claims based upon employment discrimination or harassment of any kind or nature; claims based upon any violation of Releasees’ policies, procedures or regulations; claims of any kind based upon any actual or implied agreement, contract, promise, written or oral statement of any kind whatsoever between Executive and any of the Releasees or the alleged breach thereof; claims based upon alleged violation of the Texas Labor Code, Title 7 of the Civil Rights Act of 1964 as amended, the United States and/or Texas Constitutions, the Americans With Disabilities Act, and the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act; claims based upon Federal and State wage and hour laws; any State and Federal tort or common law claims; and claims based on any other State and Federal statutes or laws. Notwithstanding the above, Claims does not include any claims arising out of any Company sponsored employee benefit plans (other than any severance arrangements (but excluding the Employment Agreement) between the Company and Executive. Executive covenants and agrees not to file, sue or assert any claims against Releasees in connection with any of the above-mentioned Claims. Executive acknowledges and agrees that s/he is aware that s/he may hereafter discover claims which presently exist, but which are presently unknown or unsuspected, or may discover facts in addition to or different from those which s/he now knows or believes to be true as to the matters released herein. Nevertheless, it is Executive’s intention, through this Release, to fully, finally and forever release all such matters, and all claims related thereto, which do now exist. In entering into this Release, Executive does not rely upon any statement, representation or promise of any other party hereto or any other person or entity, except as expressly stated in this Release.

     No Waiver of Future Claims. Executive acknowledges that this Release does not release claims which do not exist as of the date of signature hereof.

Release - 1

     Review and Revocation Periods. Executive may take twenty-one (21) days to review and consider this agreement. Executive has the right to, and is encouraged to, consult with legal counsel regarding this agreement. Executive has seven (7) days from the date on which Executive signs this agreement in which to revoke this agreement. To be effective, any such revocation must be in writing delivered to                                         at the Company, Toreador Resources Corporation, 13760 Noel Road, Suite 1100, Dallas, TX 75240, before midnight on the seventh (7^th) day after the date of Executive’s signature on this agreement. The Company’s obligation to provide any benefits pursuant to Section 3 of the Employment Agreement does not become final and binding until the expiration of the seven (7) day revocation period and so long as this Release has not been revoked during such period.

     Voluntary Agreement. Executive acknowledges that s/he has read and understands this agreement, has been given a reasonable time to review it, has been advised to and has had the opportunity to consult with counsel and in fact has consulted counsel regarding this agreement, and has entered into this agreement voluntarily and without coercion.

Dated:                                        

                                                            
[TYPE IN NAME OF EXECUTIVE]

Release - 2

EX-10.8

EXHIBIT 10.8

2008 EMPLOYMENT AGREEMENT

          This 2008 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of March, 2008 (the “Effective Date”), by and between Toreador Resources Corporation, a Delaware corporation (the “Company”) and Edward Ramirez (“Executive”) of the Company.

     A. The parties hereto intend that this Agreement shall become effective upon the Effective Date.

     B. The Company currently employs Executive in an executive capacity with the Company.

     C. The Company desires to continue its employment of Executive in an executive capacity with the Company, and Executive desires to continue his employment with the Company pursuant to the terms set forth in this Agreement.

     D. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the continued employment of Executive.

     E. This Agreement is a condition of Executive’s continued employment and is ancillary thereto.

     NOW, THEREFORE, in consideration of the mutual premises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

          (a) “Annual Base Salary” shall mean Executive’s gross annual salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program of the Company, but excluding bonuses, incentive compensation, employee benefits or any other non-salary form of compensation.

          (b) “Cause” shall mean (i) Executive’s commission of a dishonest or fraudulent act in connection with Executive’s employment, or the misappropriation of Company property; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) Executive’s inattention to duties, unsatisfactory performance, or failure to perform Executive duties hereunder, provided in each case the Company gives Executive written notice and thirty (30) days to correct Executive’s performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of Executive’s fiduciary duties in any material respect, provided in each case the Company gives Executive written notice and thirty (30) days to correct; (vi) Executive’s failure to comply in any material respect with any legal written directive of the Board of Directors of the Company (the “Board”); or (vii) any act or omission of Executive which is of substantial detriment to the Company because of Executive’s intentional failure to

comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled). Any determination of whether an Executive should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board of Directors, and shall be binding upon all parties affected thereby.

          (c) “Disability” shall mean a physical or mental condition which, in the judgment of the Board (excluding Executive, if applicable) prevents Executive from performing the essential functions of Executive’s position with the Company, even with reasonable accommodation, for a period of not less than ninety (90) consecutive days.

          (d) “Good Reason” shall mean (i) failure to elect or reelect or otherwise to maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which Executive holds at the Effective Date; (ii) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive holds at the Effective Date, or (B) a reduction in Executive’s Annual Base Salary set forth in Section 2(b) received from the Company and the annual bonus opportunity available to Executive for the year in which the termination occurs under the Company’s then existing bonus program applicable to Executive, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such change, reduction or termination, as the case may be; (iii) the Company relocates its principal executive offices (if such offices are the principal location of Executive’s work), or requires Executive to have his or her principal location of work changed, to any location that, in either case, is in excess of twenty-five (25) miles from the location thereof at the Effective Date; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such breach.

          (e) “Subsidiary” shall mean an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting stock or other voting equity thereof.

          (f) “Voluntary Resignation” shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement other than termination of Executive’s employment for Good Reason which shall not be deemed a “Voluntary Resignation” for purposes of this Agreement.

SECTION 2
COMPENSATION AND BENEFITS

          (a) Duties. Executive’s title is Senior Vice President, Exploration and Production and Executive will report directly to the Executive Vice President, Exploration and Production. Executive shall faithfully, diligently and to the best of his ability perform such duties as are customarily performed by such officers of companies of similar size and in the same

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industry as the Company, together with such other duties as are mutually agreed by Executive and the Executive Vice President, Exploration and Production of the Company from time to time (which duties shall be consistent with his titles and positions as set forth above), and shall devote substantially all of his business time to the management of the business of the Company. Executive shall perform Executive’s duties principally at the principal place of business of the Company located in Dallas, Texas or such other location as is consented to by Executive, with such travel to such other locations from time to time as the Executive Vice President, Exploration and Production may prescribe. Without limiting the foregoing, such duties shall, at the request of the Board, include serving as an officer or director of any subsidiary of the Company, without compensation. For services as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company to the fullest extent permitted by law, which indemnification shall remain effective after termination of the Agreement with respect to Executive’s actions and inaction during the term hereof.

          (b) Annual Base Salary. Executive’s Annual Base Salary is $230,000. This amount will be subject to applicable deductions and withholding. From time to time, but no less than annually, the Annual Base Salary shall be subject to review by the Compensation Committee, recommendation made to the Board and final determination by the Board, and any adjustment shall be subject to the approval of Executive. In the event the Annual Base Salary is adjusted, such adjusted Annual Base Salary shall be payable to Executive under this Agreement and in accordance with the pay practices of the Company for that fiscal year and each subsequent fiscal year (unless adjusted in the future pursuant to this paragraph), provided that no downward adjustment shall be made without Executive’s consent.

          (c) Vacation. Executive shall be entitled to 20 days of paid time off (paid time off includes both vacation days and sick days) each year of this Agreement to be taken in accordance with the Company’s policy then in effect. Such vacations shall be taken at such times as are consistent with the reasonable business needs of the Company.

          (d) Bonus Plan. Executive shall be a participant in the Company’s annual bonus plan subject to the attainment of performance objectives and other provisions of such plan in effect each year of this Agreement.

          (e) Benefit Plans. During his employment pursuant to this Agreement, subject to eligibility requirements and applicable employee contributions, and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate in the Company sponsored employee benefit plans, pension plans, 401(k) plans, medical benefit plans, group life insurance plans, hospitalization plans, or other employee welfare plans that the Company may adopt for employees generally from time to time during Executive’s employment pursuant to this Agreement, and as such plans may be modified, amended, terminated, or replaced from time to time. In addition, Executive shall receive such other compensation as the Board of the Company (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. Notwithstanding anything to the contrary contained herein, the Company retains the right to amend, modify or terminate any of its employee benefit plans, policies or programs at any time.

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          (f) Fringe Benefits. During his employment pursuant to this Agreement, and except as otherwise provided in this Agreement, Executive shall be entitled to participate on substantially the same terms and conditions in the Company sponsored fringe benefits generally provided to similarly situated personnel, such as sick pay.

          (g) Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in the course of his duties, upon presentation of appropriate documentation of such costs as and when required by and to the satisfaction of the Company, on a basis that is consistent with the Company’s past practices.

          (h) Withholding and Payroll Taxes. The payment of any Annual Base Salary and bonus or other amounts to Executive as provided hereunder or otherwise shall be subject to applicable withholding and payroll taxes and such other deductions as may be required by law or under any of the Company’s policies or plans from time to time in effect.

SECTION 3
SEVERANCE RIGHTS

          (a) Interest. Without limiting the rights of Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Section 3 on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “U.S. prime rate” as quoted from time to time during the relevant period in the Money Rate Section of the edition of The Wall Street Journal delivered in Dallas, Texas, plus 2%. Such interest will be payable with the applicable payment or benefit. Any change in such prime rate will be effective on and as of the date of such change.

          (b) Continued Benefits. A termination of Executive’s employment with the Company will not affect the rights that Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any of their Subsidiaries providing employee benefits, which rights shall be governed by the terms thereof, except if Executive is entitled to and is receiving the severance benefits contemplated by this Agreement, Executive shall not be entitled to also receive severance compensation under any other severance plan or policy of the Company.

          (c) Resignation from Positions. Immediately upon Executive’s termination of employment with the Company for any reason, Executive will resign as an officer and employee of the Company and from all other positions with the Company and its Subsidiaries. The Company’s obligations to Executive under this Section 3 are conditioned on Executive furnishing such resignations and on Executive executing the release in the form attached hereto as Exhibit A.

          (d) Termination of Employment. Either party may terminate Executive’s employment with the Company at any time, without notice and for any reason; provided, however:

               (i) Termination for Cause or Due to Voluntary Resignation or Disability. If during the Employment Term, the Company terminates Executive’s employment

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with the Company for Cause or Executive terminates his employment due to his Voluntary Resignation or Disability, the Company shall have no further obligation to Executive under this Agreement except to pay his Annual Base Salary and earned but unused vacation through his date of termination, on or before the next regularly scheduled pay-date after termination and to perform such other obligations as imposed by law.

               (ii) Termination without Cause or for Good Reason. If during the Employment Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sue in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall pay to Executive the following:

                    A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination.

                    B. Severance payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

                    C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24^th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of both Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise exempt from Section 409A of the Code, the

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provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

                    D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company without Cause or by Executive for Good Reason.

               (iii) Death. Executive’s employment under this Agreement shall terminate immediately upon the death of Executive. If during the Employment Term such termination occurs, Executive’s designated beneficiary, or his personal representative, shall receive the payments and benefits described below from the Company:

                    A. Executive’s unpaid Annual Base Salary earned through the date of termination and a lump sum payment for any earned but unused vacation shall be paid on or before the next regularly scheduled pay-date after termination.

                    B. An amount equal to the pro-rata portion of any bonus that would have been payable to Executive under the Company’s annual bonus plan then in effect, as provided in Section 2(d), if Executive had remained employed for the full year, shall be paid within the time period prescribed by such plan.

                    C. Benefits will continue for Executive’s spouse and eligible dependents in accordance with the Company’s policy, the terms of the applicable plans, and as required by law.

SECTION 4
SIX MONTH HOLD BACK; TAX DISCLOSURE

          (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of: (x) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in the Final Treasury Regulations under Section 409A of the Code and any other guidance issued under Section 409A of the Code) with the Company, and (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A., or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 4 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum.

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          (b) Executive has reviewed with Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. Executive is relying solely on his or her tax advisors and not on any statements or representations of the Company or any of their agents and understands that Executive (and not the Company) shall be responsible for Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

          (c) The Company shall include the provisions of this Agreement in its own review of the applicability of Section 409A of the Code. If, upon review, amendment of this Agreement could result in Executive not being subject to payment of interest and tax penalty under Section 409A, the Company will amend this Agreement in order to avoid such interest and tax penalty provided that the Company determines, in its reasonable discretion, that such amendment can be implemented without additional cost to the Company, other than immaterial administrative costs.

SECTION 5
VESTING OF STOCK OPTIONS

          Vesting of any long-term incentive grants and awards resulting from employment terminations, regardless of the reason for or date of such termination, shall be governed by the Toreador Resources Corporation 2005 Long-Term Incentive Plan (or any successor plan thereto) and any grant or award agreements and shall not be affected by the terms of this Agreement.

SECTION 6
AT-WILL EMPLOYMENT

          The parties hereto acknowledge that Executive’s employment with the Company is and shall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments or benefits, other than as provided by this Agreement or as may otherwise be available in accordance with the terms of the Company’s employee plans and written policies in effect at the time of termination.

SECTION 7
EXPIRATION OF AGREEMENT

          Unless earlier terminated as provided in this Agreement or unless extended as provided in this Section 7, this Agreement shall terminate one (1) year following the Effective Date (the “Employment Term”); provided, however, that except as otherwise set forth in this Section 7, the parties’ respective rights and obligations under Sections 3(b), 3(c), 3(d), 7, 9, 10, 11, and 12, as well as any other unpaid obligation (whether such payment is to be made in cash or securities) of the Company hereunder (including but not limited to sections or subsections of this Agreement not specifically listed above), will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

          Upon the expiration of the Employment Term, Executive and the Company may, but shall be under no obligation to, negotiate terms and conditions of any subsequent term of employment. In the event, however, that Executive remains in the employ of the Company after the Employment Term expires, then (i) the terms of this Agreement shall not be applicable, (ii)

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Executive shall be an employee-at-will subject to the benefits, programs, and policies of the Company then in effect, and (iii) either party may terminate the employment relationship at any time with or without Cause.

SECTION 8
NO OBLIGATION TO MITIGATE

          (a) Executive is under no obligation to mitigate damages in the amount of any payment provided herein by seeking other employment or otherwise.

          (b) The amount of any payment provided herein shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of Executive’s employment by another employer after the termination date of Executive’s employment with the Company. Notwithstanding the foregoing, this Section 8 shall not limit the Company’s ability to enforce any non-competition agreement with Executive.

SECTION 9
BREACH OF AGREEMENT

     The prevailing party in any legal proceeding based upon this Agreement or the Release Agreement shall be entitled to reasonable attorneys’ fees and court costs, in addition to any other recoveries allowed by law.

SECTION 10
ASSIGNMENT, SUCCESSORS

          (a) Without limiting the rights of Executive as provided in Section 3 hereof, the Company shall require any successor to or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly and unconditionally assume and agree to perform this Agreement.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If Executive dies while any amounts are payable hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there is no such designee, to Executive’s estate.

          (c) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive except by will or the laws of descent and distribution.

SECTION 11
NOTICE

          Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given

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when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day) or upon receipt after dispatch by registered or certified mail, postage prepaid, or on the next Business Day if transmitted by national overnight courier, in each case addressed as follows:

(i) If to the Company, to:

Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240
Attention: President
Telephone No.: (214) 559-3933
Facsimile No.: (214) 559-3945

with a mandated copy to:

Haynes and Boone, LLP
901 Main Street, Suite 1300
Dallas, Texas 75202
Attention: Janice V. Sharry
Telephone No.: (214) 651-5000
Facsimile No.: (214) 200-0676

          (ii) if to Executive, to the address set forth for Executive on the signature page hereof.

SECTION 12
MISCELLANEOUS

          (a) No provisions of this Agreement may be modified, waived or discharged except in a writing signed and dated by Executive and the Company. No waiver by any party at any time of any breach by another party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

          (b) This Agreement reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous agreements, promises, and representations, including, but not limited to, any terms, conditions or agreements set forth in the Employment Agreement by and between the Company and Executive dated as of March 14, 2007. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          (c) This Agreement shall be governed and construed in all respects in accordance with the internal laws of the State of Texas (without giving effect to principles of conflicts of laws). All references to sections of the Code or regulations issued thereunder shall be deemed also to refer to any successor provisions to such sections or regulations.

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          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          (e) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          (f) Each party hereto has participated in the preparation and drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Executive acknowledges that he has read and understands this Agreement, that Executive has had sufficient time and opportunity to consult with counsel regarding this Agreement, and that Executive has entered into this Agreement voluntarily and without coercion.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Toreador Resources Corporation
By:	/s/ Nigel Lovett
	Name:	Nigel Lovett
	Title:	President and Chief Executive Officer

EXECUTIVE: Edward Ramirez

/s/ Edward Ramirez

(Signature)

3113 Woody Trail

(Print Address)

Plano, TX 75093

(Print Address)

972-820-6559

(Print Telephone Number)

S-1

EXHIBIT A
RELEASE AGREEMENT

     This Release is made pursuant to Paragraph (c) of Section 3 of the 2008 Employment Agreement dated [DATE OF EMPLOYMENT AGREEMENT], (“Employment Agreement”), in consideration for and as condition precedent to the receipt of benefits to be paid to Executive pursuant to Section 3 of the Employment Agreement.

     In consideration of the Severance payments the Company is paying to Executive pursuant to Section 3 of the Employment Agreement, by signing below, the undersigned Executive hereby releases all claims against the Company, as those terms are defined in the Employment Agreement, and their affiliates, successors and assigns, and their respective agents, officers, shareholders, directors, partners, employees, representatives and attorneys, (“Releasees”), arising out of Executive’s employment with Releasees, and any of them.

     Release and Discharge of Claims. Executive hereby irrevocably and unconditionally releases and discharges from any and all claims, liabilities, obligations, promises, causes of actions, actions, suits, or demands, of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, arising from or relating to any agreements or arrangements between Executive and any of the Releasees, whether as an employee, consultant or otherwise, or the termination of such agreements or arrangements (“Claims”). Such Claims include, but are not limited to the following: claims based upon employment discrimination or harassment of any kind or nature; claims based upon any violation of Releasees’ policies, procedures or regulations; claims of any kind based upon any actual or implied agreement, contract, promise, written or oral statement of any kind whatsoever between Executive and any of the Releasees or the alleged breach thereof; claims based upon alleged violation of the Texas Labor Code, Title 7 of the Civil Rights Act of 1964 as amended, the United States and/or Texas Constitutions, the Americans With Disabilities Act, and the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act; claims based upon Federal and State wage and hour laws; any State and Federal tort or common law claims; and claims based on any other State and Federal statutes or laws. Notwithstanding the above, Claims does not include any claims arising out of any Company sponsored employee benefit plans (other than any severance arrangements (but excluding the Employment Agreement) between the Company and Executive. Executive covenants and agrees not to file, sue or assert any claims against Releasees in connection with any of the above-mentioned Claims. Executive acknowledges and agrees that s/he is aware that s/he may hereafter discover claims which presently exist, but which are presently unknown or unsuspected, or may discover facts in addition to or different from those which s/he now knows or believes to be true as to the matters released herein. Nevertheless, it is Executive’s intention, through this Release, to fully, finally and forever release all such matters, and all claims related thereto, which do now exist. In entering into this Release, Executive does not rely upon any statement, representation or promise of any other party hereto or any other person or entity, except as expressly stated in this Release.

     No Waiver of Future Claims. Executive acknowledges that this Release does not release claims which do not exist as of the date of signature hereof.

Release - 1

     Review and Revocation Periods. Executive may take twenty-one (21) days to review and consider this agreement. Executive has the right to, and is encouraged to, consult with legal counsel regarding this agreement. Executive has seven (7) days from the date on which Executive signs this agreement in which to revoke this agreement. To be effective, any such revocation must be in writing delivered to                      at the Company, Toreador Resources Corporation, 13760 Noel Road, Suite 1100, Dallas, TX 75240, before midnight on the seventh (7^th) day after the date of Executive’s signature on this agreement. The Company’s obligation to provide any benefits pursuant to Section 3 of the Employment Agreement does not become final and binding until the expiration of the seven (7) day revocation period and so long as this Release has not been revoked during such period.

     Voluntary Agreement. Executive acknowledges that s/he has read and understands this agreement, has been given a reasonable time to review it, has been advised to and has had the opportunity to consult with counsel and in fact has consulted counsel regarding this agreement, and has entered into this agreement voluntarily and without coercion.

Dated:
	[TYPE IN NAME OF EXECUTIVE]

Release - 2

EX-10.9

EXHIBIT 10.9

2008 EMPLOYMENT AGREEMENT

          This 2008 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 12th day of March, 2008 (the “Effective Date”), by and between Toreador Resources Corporation, a Delaware corporation (the “Company”) and Charles J. Campise (“Executive”) of the Company.

     A. The parties hereto intend that this Agreement shall become effective upon the Effective Date.

     B. The Company currently employs Executive in an executive capacity with the Company.

     C. The Company desires to continue its employment of Executive in an executive capacity with the Company, and Executive desires to continue his employment with the Company pursuant to the terms set forth in this Agreement.

     D. The Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the continued employment of Executive.

     E. This Agreement is a condition of Executive’s continued employment and is ancillary thereto.

     NOW, THEREFORE, in consideration of the mutual premises and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1
DEFINITIONS

          (a) “Annual Base Salary” shall mean Executive’s gross annual salary before any deductions, exclusions or any deferrals or contributions under any Company plan or program of the Company, but excluding bonuses, incentive compensation, employee benefits or any other non-salary form of compensation.

          (b) “Cause” shall mean (i) Executive’s commission of a dishonest or fraudulent act in connection with Executive’s employment, or the misappropriation of Company property; (ii) Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) Executive’s inattention to duties, unsatisfactory performance, or failure to perform Executive duties hereunder, provided in each case the Company gives Executive written notice and thirty (30) days to correct Executive’s performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of Executive’s fiduciary duties in any material respect, provided in each case the Company gives Executive written notice and thirty (30) days to correct; (vi) Executive’s failure to comply in any material respect with any legal written directive of the Board of Directors of the Company (the “Board”); or (vii) any act or omission of Executive which is of substantial detriment to the Company because of Executive’s intentional failure to

comply with any statute, rule or regulation, except any act or omission believed by Executive in good faith to have been in or not opposed to the best interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled). Any determination of whether an Executive should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board of Directors, and shall be binding upon all parties affected thereby.

          (c) “Disability” shall mean a physical or mental condition which, in the judgment of the Board (excluding Executive, if applicable) prevents Executive from performing the essential functions of Executive’s position with the Company, even with reasonable accommodation, for a period of not less than ninety (90) consecutive days.

          (d) “Good Reason” shall mean (i) failure to elect or reelect or otherwise to maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company (or any successor thereto by operation of law or otherwise), as the case may be, which Executive holds at the Effective Date; (ii) (A) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive holds at the Effective Date, or (B) a reduction in Executive’s Annual Base Salary set forth in Section 2(b) received from the Company and the annual bonus opportunity available to Executive for the year in which the termination occurs under the Company’s then existing bonus program applicable to Executive, any of which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such change, reduction or termination, as the case may be; (iii) the Company relocates its principal executive offices (if such offices are the principal location of Executive’s work), or requires Executive to have his or her principal location of work changed, to any location that, in either case, is in excess of twenty-five (25) miles from the location thereof at the Effective Date; or (iv) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within thirty (30) calendar days after receipt by the Company of written notice from Executive of such breach.

          (e) “Subsidiary” shall mean an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding voting stock or other voting equity thereof.

          (f) “Voluntary Resignation” shall mean any termination of Executive’s employment with the Company upon such Executive’s own initiative, including Executive’s retirement other than termination of Executive’s employment for Good Reason which shall not be deemed a “Voluntary Resignation” for purposes of this Agreement.

SECTION 2
COMPENSATION AND BENEFITS

          (a) Duties. Executive’s title is Senior Vice President – Finance and Executive will report directly to the President and Chief Executive Officer. Executive shall faithfully, diligently and to the best of his ability perform such duties as are customarily performed by such officers of companies of similar size and in the same industry as the Company, together with

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such other duties as are mutually agreed by Executive and the President and Chief Executive Officer of the Company from time to time (which duties shall be consistent with his titles and positions as set forth above), and shall devote substantially all of his business time to the management of the business of the Company. Executive shall perform Executive’s duties principally at the principal place of business of the Company located in Dallas, Texas or such other location as is consented to by Executive, with such travel to such other locations from time to time as the President and Chief Executive Officer may prescribe. Without limiting the foregoing, such duties shall, at the request of the Board, include serving as an officer or director of any subsidiary of the Company, without compensation. For services as an officer and employee of the Company, Executive shall be entitled to the full protection of the applicable indemnification provisions of the Certificate of Incorporation and Bylaws of the Company to the fullest extent permitted by law, which indemnification shall remain effective after termination of the Agreement with respect to Executive’s actions and inaction during the term hereof.

          (b) Annual Base Salary. Executive’s Annual Base Salary is $210,000. This amount will be subject to applicable deductions and withholding. From time to time, but no less than annually, the Annual Base Salary shall be subject to review by the Compensation Committee, recommendation made to the Board and final determination by the Board, and any adjustment shall be subject to the approval of Executive. In the event the Annual Base Salary is adjusted, such adjusted Annual Base Salary shall be payable to Executive under this Agreement and in accordance with the pay practices of the Company for that fiscal year and each subsequent fiscal year (unless adjusted in the future pursuant to this paragraph), provided that no downward adjustment shall be made without Executive’s consent.

          (c) Vacation. Executive shall be entitled to 20 days of paid time off (paid time off includes both vacation days and sick days) each year of this Agreement to be taken in accordance with the Company’s policy then in effect. Such vacations shall be taken at such times as are consistent with the reasonable business needs of the Company.

          (d) Bonus Plan. Executive shall be a participant in the Company’s annual bonus plan subject to the attainment of performance objectives and other provisions of such plan in effect each year of this Agreement.

          (e) Benefit Plans. During his employment pursuant to this Agreement, subject to eligibility requirements and applicable employee contributions, and except as otherwise expressly provided in this Agreement, Executive shall be entitled to participate in the Company sponsored employee benefit plans, pension plans, 401(k) plans, medical benefit plans, group life insurance plans, hospitalization plans, or other employee welfare plans that the Company may adopt for employees generally from time to time during Executive’s employment pursuant to this Agreement, and as such plans may be modified, amended, terminated, or replaced from time to time. In addition, Executive shall receive such other compensation as the Board of the Company (or a committee thereof designated by the Board) may from time to time determine to pay Executive whether in the form of bonuses, stock options, incentive compensation or otherwise. Notwithstanding anything to the contrary contained herein, the Company retains the right to amend, modify or terminate any of its employee benefit plans, policies or programs at any time.

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          (f) Fringe Benefits. During his employment pursuant to this Agreement, and except as otherwise provided in this Agreement, Executive shall be entitled to participate on substantially the same terms and conditions in the Company sponsored fringe benefits generally provided to similarly situated personnel, such as sick pay.

          (g) Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in the course of his duties, upon presentation of appropriate documentation of such costs as and when required by and to the satisfaction of the Company, on a basis that is consistent with the Company’s past practices.

          (h) Withholding and Payroll Taxes. The payment of any Annual Base Salary and bonus or other amounts to Executive as provided hereunder or otherwise shall be subject to applicable withholding and payroll taxes and such other deductions as may be required by law or under any of the Company’s policies or plans from time to time in effect.

SECTION 3
SEVERANCE RIGHTS

          (a) Interest. Without limiting the rights of Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided under this Section 3 on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “U.S. prime rate” as quoted from time to time during the relevant period in the Money Rate Section of the edition of The Wall Street Journal delivered in Dallas, Texas, plus 2%. Such interest will be payable with the applicable payment or benefit. Any change in such prime rate will be effective on and as of the date of such change.

          (b) Continued Benefits. A termination of Executive’s employment with the Company will not affect the rights that Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any of their Subsidiaries providing employee benefits, which rights shall be governed by the terms thereof, except if Executive is entitled to and is receiving the severance benefits contemplated by this Agreement, Executive shall not be entitled to also receive severance compensation under any other severance plan or policy of the Company.

          (c) Resignation from Positions. Immediately upon Executive’s termination of employment with the Company for any reason, Executive will resign as an officer and employee of the Company and from all other positions with the Company and its Subsidiaries. The Company’s obligations to Executive under this Section 3 are conditioned on Executive furnishing such resignations and on Executive executing the release in the form attached hereto as Exhibit A.

          (d) Termination of Employment. Either party may terminate Executive’s employment with the Company at any time, without notice and for any reason; provided, however:

               (i) Termination for Cause or Due to Voluntary Resignation or Disability. If during the Employment Term, the Company terminates Executive’s employment

4

with the Company for Cause or Executive terminates his employment due to his Voluntary Resignation or Disability, the Company shall have no further obligation to Executive under this Agreement except to pay his Annual Base Salary and earned but unused vacation through his date of termination, on or before the next regularly scheduled pay-date after termination and to perform such other obligations as imposed by law.

               (ii) Termination without Cause or for Good Reason. If during the Employment Term, the Company terminates Executive’s employment without Cause or Executive terminates his employment with the Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to sue in a form reasonably satisfactory to the Company (in the form attached hereto as Exhibit A), shall pay to Executive the following:

                    A. An amount equal to Executive’s Annual Base Salary earned through the date of termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination.

                    B. Severance payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Agreement terminates following commencement of such payments; provided, however, that in the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

                    C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24^th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for payment of the entire premium for such coverage. All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of both Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise exempt from Section 409A of the Code, the

5

provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

                    D. The payments provided in this Section 3(d)(ii) shall represent the sole remedy for any claim Executive may have arising out of termination of this Agreement by the Company without Cause or by Executive for Good Reason.

               (iii) Death. Executive’s employment under this Agreement shall terminate immediately upon the death of Executive. If during the Employment Term such termination occurs, Executive’s designated beneficiary, or his personal representative, shall receive the payments and benefits described below from the Company:

                    A. Executive’s unpaid Annual Base Salary earned through the date of termination and a lump sum payment for any earned but unused vacation shall be paid on or before the next regularly scheduled pay-date after termination.

                    B. An amount equal to the pro-rata portion of any bonus that would have been payable to Executive under the Company’s annual bonus plan then in effect, as provided in Section 2(d), if Executive had remained employed for the full year, shall be paid within the time period prescribed by such plan.

                    C. Benefits will continue for Executive’s spouse and eligible dependents in accordance with the Company’s policy, the terms of the applicable plans, and as required by law.

SECTION 4
SIX MONTH HOLD BACK; TAX DISCLOSURE

          (a) To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code, and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payment or payments shall not be made or commence until the earliest of: (x) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in the Final Treasury Regulations under Section 409A of the Code and any other guidance issued under Section 409A of the Code) with the Company, and (y) the date of Executive’s death following such separation from service. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest applicable to six (6) month money market accounts offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A., or Bank of America, on the date of such “separation from service.” Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 4 (together with accrued interest thereon) shall be paid to Executive or Executive’s beneficiary in one lump sum.

6

          (b) Executive has reviewed with Executive’s own tax advisors the tax consequences of this Agreement and the transactions contemplated hereby. Executive is relying solely on his or her tax advisors and not on any statements or representations of the Company or any of their agents and understands that Executive (and not the Company) shall be responsible for Executive’s own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby, except as otherwise specifically provided in this Agreement.

          (c) The Company shall include the provisions of this Agreement in its own review of the applicability of Section 409A of the Code. If, upon review, amendment of this Agreement could result in Executive not being subject to payment of interest and tax penalty under Section 409A, the Company will amend this Agreement in order to avoid such interest and tax penalty provided that the Company determines, in its reasonable discretion, that such amendment can be implemented without additional cost to the Company, other than immaterial administrative costs.

SECTION 5
VESTING OF STOCK OPTIONS

          Vesting of any long-term incentive grants and awards resulting from employment terminations, regardless of the reason for or date of such termination, shall be governed by the Toreador Resources Corporation 2005 Long-Term Incentive Plan (or any successor plan thereto) and any grant or award agreements and shall not be affected by the terms of this Agreement.

SECTION 6
AT-WILL EMPLOYMENT

          The parties hereto acknowledge that Executive’s employment with the Company is and shall continue to be at-will, as defined under applicable law. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments or benefits, other than as provided by this Agreement or as may otherwise be available in accordance with the terms of the Company’s employee plans and written policies in effect at the time of termination.

SECTION 7
EXPIRATION OF AGREEMENT

          Unless earlier terminated as provided in this Agreement or unless extended as provided in this Section 7, this Agreement shall terminate one (1) year following the Effective Date (the “Employment Term”); provided, however, that except as otherwise set forth in this Section 7, the parties’ respective rights and obligations under Sections 3(b), 3(c), 3(d), 7, 9, 10, 11, and 12, as well as any other unpaid obligation (whether such payment is to be made in cash or securities) of the Company hereunder (including but not limited to sections or subsections of this Agreement not specifically listed above), will survive any termination or expiration of this Agreement or the termination of Executive’s employment for any reason whatsoever.

          Upon the expiration of the Employment Term, Executive and the Company may, but shall be under no obligation to, negotiate terms and conditions of any subsequent term of employment. In the event, however, that Executive remains in the employ of the Company after the Employment Term expires, then (i) the terms of this Agreement shall not be applicable, (ii)

7

Executive shall be an employee-at-will subject to the benefits, programs, and policies of the Company then in effect, and (iii) either party may terminate the employment relationship at any time with or without Cause.

SECTION 8
NO OBLIGATION TO MITIGATE

          (a) Executive is under no obligation to mitigate damages in the amount of any payment provided herein by seeking other employment or otherwise.

          (b) The amount of any payment provided herein shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of Executive’s employment by another employer after the termination date of Executive’s employment with the Company. Notwithstanding the foregoing, this Section 8 shall not limit the Company’s ability to enforce any non-competition agreement with Executive.

SECTION 9
BREACH OF AGREEMENT

     The prevailing party in any legal proceeding based upon this Agreement or the Release Agreement shall be entitled to reasonable attorneys’ fees and court costs, in addition to any other recoveries allowed by law.

SECTION 10
ASSIGNMENT, SUCCESSORS

          (a) Without limiting the rights of Executive as provided in Section 3 hereof, the Company shall require any successor to or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) of all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly and unconditionally assume and agree to perform this Agreement.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. If Executive dies while any amounts are payable hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee or, if there is no such designee, to Executive’s estate.

          (c) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive except by will or the laws of descent and distribution.

SECTION 11
NOTICE

          Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given

8

when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand delivery on the next Business Day) or upon receipt after dispatch by registered or certified mail, postage prepaid, or on the next Business Day if transmitted by national overnight courier, in each case addressed as follows:

          (i) If to the Company, to:

Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240
Attention: President
Telephone No.: (214) 559-3933
Facsimile No.: (214) 559-3945

with a mandated copy to:

Haynes and Boone, LLP
901 Main Street, Suite 1300
Dallas, Texas 75202
Attention: Janice V. Sharry
Telephone No.: (214) 651-5000
Facsimile No.: (214) 200-0676

          (ii) if to Executive, to the address set forth for Executive on the signature page hereof.

SECTION 12
MISCELLANEOUS

          (a) No provisions of this Agreement may be modified, waived or discharged except in a writing signed and dated by Executive and the Company. No waiver by any party at any time of any breach by another party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.

          (b) This Agreement reflects the entire agreement of the parties with respect to its subject matter, and supersedes all previous agreements, promises, and representations, including, but not limited to, any terms, conditions, or agreements set forth in the Employment Agreement by and between the Company and Executive dated as of March 14, 2007. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

          (c) This Agreement shall be governed and construed in all respects in accordance with the internal laws of the State of Texas (without giving effect to principles of conflicts of laws). All references to sections of the Code or regulations issued thereunder shall be deemed also to refer to any successor provisions to such sections or regulations.

9

          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

          (e) This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

          (f) Each party hereto has participated in the preparation and drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. Executive acknowledges that he has read and understands this Agreement, that Executive has had sufficient time and opportunity to consult with counsel regarding this Agreement, and that Executive has entered into this Agreement voluntarily and without coercion.

* * * * *

10

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

    Toreador Resources Corporation

By:	/s/ Nigel Lovett
	Name:	Nigel Lovett
	Title:	President and Chief Executive Officer

EXECUTIVE: Charles J. Campise

/s/ Charles J. Campise

(Signature)

1127 Mandeville

(Print Address)

Murphy, TX 75094

(Print Address)

972-423-7837

(Print Telephone Number)

S-1

EXHIBIT A
RELEASE AGREEMENT

     This Release is made pursuant to Paragraph (c) of Section 3 of the 2008 Employment Agreement dated [DATE OF EMPLOYMENT AGREEMENT], (“Employment Agreement”), in consideration for and as condition precedent to the receipt of benefits to be paid to Executive pursuant to Section 3 of the Employment Agreement.

     In consideration of the Severance payments the Company is paying to Executive pursuant to Section 3 of the Employment Agreement, by signing below, the undersigned Executive hereby releases all claims against the Company, as those terms are defined in the Employment Agreement, and their affiliates, successors and assigns, and their respective agents, officers, shareholders, directors, partners, employees, representatives and attorneys, (“Releasees”), arising out of Executive’s employment with Releasees, and any of them.

     Release and Discharge of Claims. Executive hereby irrevocably and unconditionally releases and discharges from any and all claims, liabilities, obligations, promises, causes of actions, actions, suits, or demands, of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, arising from or relating to any agreements or arrangements between Executive and any of the Releasees, whether as an employee, consultant or otherwise, or the termination of such agreements or arrangements (“Claims”). Such Claims include, but are not limited to the following: claims based upon employment discrimination or harassment of any kind or nature; claims based upon any violation of Releasees’ policies, procedures or regulations; claims of any kind based upon any actual or implied agreement, contract, promise, written or oral statement of any kind whatsoever between Executive and any of the Releasees or the alleged breach thereof; claims based upon alleged violation of the Texas Labor Code, Title 7 of the Civil Rights Act of 1964 as amended, the United States and/or Texas Constitutions, the Americans With Disabilities Act, and the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act; claims based upon Federal and State wage and hour laws; any State and Federal tort or common law claims; and claims based on any other State and Federal statutes or laws. Notwithstanding the above, Claims does not include any claims arising out of any Company sponsored employee benefit plans (other than any severance arrangements (but excluding the Employment Agreement) between the Company and Executive. Executive covenants and agrees not to file, sue or assert any claims against Releasees in connection with any of the above-mentioned Claims. Executive acknowledges and agrees that s/he is aware that s/he may hereafter discover claims which presently exist, but which are presently unknown or unsuspected, or may discover facts in addition to or different from those which s/he now knows or believes to be true as to the matters released herein. Nevertheless, it is Executive’s intention, through this Release, to fully, finally and forever release all such matters, and all claims related thereto, which do now exist. In entering into this Release, Executive does not rely upon any statement, representation or promise of any other party hereto or any other person or entity, except as expressly stated in this Release.

     No Waiver of Future Claims. Executive acknowledges that this Release does not release claims which do not exist as of the date of signature hereof.

Release - 1

     Review and Revocation Periods. Executive may take twenty-one (21) days to review and consider this agreement. Executive has the right to, and is encouraged to, consult with legal counsel regarding this agreement. Executive has seven (7) days from the date on which Executive signs this agreement in which to revoke this agreement. To be effective, any such revocation must be in writing delivered to                                          at the Company, Toreador Resources Corporation, 13760 Noel Road, Suite 1100, Dallas, TX 75240, before midnight on the seventh (7^th) day after the date of Executive’s signature on this agreement. The Company’s obligation to provide any benefits pursuant to Section 3 of the Employment Agreement does not become final and binding until the expiration of the seven (7) day revocation period and so long as this Release has not been revoked during such period.

     Voluntary Agreement. Executive acknowledges that s/he has read and understands this agreement, has been given a reasonable time to review it, has been advised to and has had the opportunity to consult with counsel and in fact has consulted counsel regarding this agreement, and has entered into this agreement voluntarily and without coercion.

Dated:
	[TYPE IN NAME OF EXECUTIVE]

Release - 2

EX-10.10

EXHIBIT 10.10

TOREADOR RESOURCES CORPORATION
2008 DISCRETIONARY EMPLOYEE BONUS POLICY

     This Toreador Resources Corporation Discretionary Employee Bonus Policy (this “Policy”) provides an additional incentive to certain employees of Toreador Resources Corporation (the “Corporation”) and its subsidiaries, based upon any combination of objective corporate, divisional, group, and/or local facility and/or individual performance measures, including, without limitation, reserve related, production related, G&A related, Sarbanes-Oxley related and Stock Price performance related objectives throughout each fiscal year.

     1. For each fiscal year, the Compensation Committee (the “Committee”) of the Corporation’s Board of Directors, subject to approval by the Board, may establish performance objectives and goals that if achieved will trigger the payment of bonuses to eligible employees of the Corporation (these triggers are referred to herein as the “Bonus Triggers”). The Bonus Triggers for each year shall be established by the Committee during the first quarter of each fiscal year, and shall be set forth in the Resolution entitled Discretionary Employee Bonus Policy to this Policy. The Bonus Triggers may be based on any combination of objective corporate, divisional, group, and/or local facility and/or individual performance measures, including, without limitation, reserve related, production related, G&A related, Sarbanes-Oxley related, and Stock Price performance related objectives throughout the year.

     2. The Committee may also establish for each eligible employee a target bonus amount payable upon achievement of each Bonus Trigger. At the end of each fiscal year to which the Bonus Triggers relate, the Committee, or its delegate, shall determine if, and to what extent, the Bonus Triggers have been met for each eligible employee. Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, shall have the authority to apply a 25% discretionary factor in determining each employee’s bonus to reflect individual and/or corporate performance or to apply any other objective or subjective criteria the Committee deems appropriate. The Committee may, but shall not be required to, consider the recommendations of the CEO or an employee’s supervisor or other members of management of the Corporation regarding an employee’s performance during a fiscal year when determining the amount of any bonus payable under this Policy. Bonuses may be paid in the form of cash or equity, or any combination thereof, as approved by the Committee, in its sole and absolute discretion.

     3. Awards may be made to eligible employees by the Committee for a fiscal year, but no eligible employee is assured of receiving any bonus and an eligible employee’s receipt of a bonus for one fiscal year does not assure receipt of a bonus in any future fiscal years. All employees are eligible to participate in the bonus program described in this Policy.

The Corporation, in its sole and absolute discretion, reserves the right to modify, amend, or terminate this Policy at any time and for any reason.

EX-10.11

EXHIBIT 10.11

SUMMARY SHEET: 2008 PERFORMANCE GOALS AND PAYOUT AMOUNTS

1. Executive Officers’ Payout Amounts:

• Nigel J. Lovett, President and Chief Executive Officer: $120,000 cash and 90,250 shares of restricted stock.

• Michael J. FitzGerald, Executive Vice President – Exploration and Production: $188,000 cash and 58,500 shares of restricted stock.

• Edward Ramirez, Senior Vice President – Exploration and Production: $154,000 cash and 48,000 shares of restricted stock.

• Charles J. Campise, Senior Vice President – Finance: $141,000 cash and 50,000 shares of restricted stock.

2.	Performance Goals:
	Toreador Resources Corporation (“Toreador”) notes that the following performance goals are part of Toreador’s incentive program and do not correspond to any financial or performance guidance that Toreador has proved or will provide and should not be considered as statements of Toreador’s expectations or estimates:

• Oil and Gas Reserves – Toreador is to replace 110% of its 2008 oil and gas production with additional proved reserves on a barrels of oil equivalent (“BOE”) basis;

• Oil and Gas Production – 2008 oil and gas production is to be at least 1 million BOE;

• General and Administrative Expenses – 2008 general and administrative expenses are to be not greater than $13.6 million, subject to modification for additional expenditures subsequently approved by the board of directors;

• Sarbanes-Oxley Compliance – Toreador will be in full compliance with the requirements of the Sarbanes-Oxley legislation for the 2007 audit; and

• Stock Price Performance – Toreador’s stock price performance in 2008 shall exceed the average stock price performance of its peer group as determined by Longnecker & Associates.

Each of these five performance goals will be associated with 15% of the cash bonus amount and 15% of the equity bonus amount set forth above. If only a portion of a performance goal is met, the Compensation Committee may award a portion of the 15% cash bonus amount and/or equity bonus amount associated with the performance goal The remaining 25% of the cash bonus amount and equity bonus amount will be a discretionary bonus pursuant to the 2008 Discretionary Employee Bonus Policy to reflect individual and/or corporate performance. The payout amounts set forth above are based on meeting all five performance criteria and receiving the 25% discretionary bonus.

EX-10.12

EXHIBIT 10.12

SUMMARY SHEET: 2008 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

1.	Each director shall receive an aggregate annual cash stipend of $15,000 to be paid in quarterly installments.
2.	Each director shall receive $2,000 cash for each face-to-face meeting of the Board attended.
3.	Each director shall receive $1,500 cash for each telephonic meeting of the Board attended.
4.	Each board committee member shall receive $500 cash for each board committee meeting attended in conjunction with a face-to-face board meeting.
5.	Each board member shall receive $1,500 cash for each board committee meeting attended, whether stand alone, telephonic or face-to-face, except as noted in paragraph (4) above.
6.	The audit committee chairman shall receive an additional aggregate cash stipend of $50,000 to be paid in quarterly installments and an additional 1,000 shares of restricted stock.
7.	The chairman of each other committee shall receive an additional aggregate cash stipend of $3,000 to be paid in quarterly installments.
8.	Each director shall receive annually an aggregate of $60,000 in shares of immediately vested common stock with the number of shares to be issued being determined by the closing price on the date of the 2008 annual meeting.

EX-10.13

EXHIBIT 10.13

May 7, 2008

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
13760 Noel Road
Suite 1100
Dallas, Texas 75240-1383

Attention: Mr. Charles J. Campise, Senior Vice President and Chief Accounting Officer

Dear Gentlemen,

Re:     Southern Europe Region – Toreador Resources Corporation
                               Maintenance Ratio Temporary Waiver

1.	Reference is made to the Loan and Guarantee Agreement dated December 28, 2006 (the “Loan and Guarantee Agreement”) between Toreador Resources Corporation (“Toreador” or the “Company”), Toreador Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France SCS, Toreador International Holding Limited Liability Company, and International Finance Corporation (“IFC”). Unless otherwise defined in this letter, terms defined in the Loan and Guarantee Agreement shall have the meanings ascribed thereto when used in this letter.
2.	We also refer to your request, dated April 29, 2008, of a temporary waiver in respect of Section 6.01(m)(iii) of the Loan and Guarantee Agreement.
3.	In furtherance of the above, IFC consents to the following:

(i)	the temporary waiver of the requirement in Section 6.01(m)(iii) that the Company maintain an Adjusted Financial Debt to EBITDA1 Ratio of not more than 3.0:1.0.
(ii)	the waiver is granted on the condition that the Company maintains the Adjusted Financial Debt to EBITDA ratio in each quarter of the financial year 2008 of not more than the following:

i.	Q1 2008 – 4.5:1.0;
ii.	Q2 2008 – 4.0:1.0;
iii.	Q3 2008 – 3.5:1.0;
iv.	Q4 2008 – 3.25:1.0.

¹ as per the waiver granted in May 2007, EBITDAX is used a a proxy to EBITDA in the Adjusted Financial Debt to EBITDA Ratio calculation until July 2, 2008.

(iii) The Company is to be compliant with original requirement of Adjusted Financial Debt to EBITDA of not more than 3.0:1.0 starting from the first quarter of 2009 (end of quarter March 31, 2009).

The waiver is effective for the period of one year and one day, covering the period from March 31, 2008 until April 1, 2009.

4. No provision of this letter shall be deemed (i) to be a consent, waiver of modification of any term or condition of the Loan and Guarantee Agreement or the Transaction Documents, except as expressly provided in paragraph 3 above, or (ii) to prejudice any rights or remedies which IFC may have now or in the future under or in connection with any of the Loan and Guarantee Agreement and/or the Transaction Documents.

Sincerely,
INTERNATIONAL FINANCE CORPORATION
/s/ Somit Varma
Somit Varma
Director
Oil, Gas, Mining & Chemicals Department

Waiver Accepted and Agreed to this
8^th day of May 2008:

/s/ Charles J. Campise
TOREADOR RESOURCES CORPORATION
Name: Charles J. Campise
Title: Senior VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR TURKEY LTD.
Name: Charles J. Campise
Title: Senior VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR ROMANIA LTD.
Name: Charles J. Campise
Title: Senior VP Finance and Accounting

/s/ Charles J. Campise
MADISON OIL FRANCE SAS
Name: Charles J. Campise
Title: Senior VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR ENERGY FRANCE S.C.S.
Name Charles J. Campise:
Title: Senior VP Finance and Accounting

/s/ Charles J. Campise
TOREADOR INTERNATIONAL HOLDING
LIMITED LIABILITY COMPANY
Name: Charles J. Campise
Title: Senior VP Finance and Accounting

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 quarterly report on Form 10-Q 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: May 12, 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 quarterly report on Form 10-Q 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: May 12, 2008
 

/s/ Charles J. Campise  

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 Quarterly Report on Form 10-Q, for the period ended March 31, 2008 (the “Form 10-Q”) 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-Q 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-Q.

Dated: May 12, 2008

/s/ Nigel J. Lovett  

Nigel J. Lovett 

President and Chief Executive Officer
(Principal Executive Officer) 

Dated: May 12, 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-Q 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-Q 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.