Exhibit 2.1

AMENDMENT PROTOCOL RELATING TO THE ASSIGNMENT AGREEMENT DATED SEPTEMBER 17TH, 2009

This Amendment Protocol dated January 30th, 2009 (“Amendment Protocol”) relating to the Assignment Agreement dated September 17th, 2008 is made in Istanbul

BETWEEN

1.              Toreador Turkey Limited, a company established and operating under the laws of Cayman Islands, with registered office at M&C Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, duly represented for the signature of this present by Mr. Roy Barker;

2.              Toreador Turkey Limited, Ankara Turkey Branch, a branch office established and operating under the laws of Turkey, with registered office in Cinnah Caddesi Göreme Sokak No: 1/3 Kavaklıdere, Ankara, Turkey duly represented for the signature of this present by Mr. Roy A. Barker;

Toreador Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch shall be hereinafter individually or collectively referred to as “Assignor”.

3.                Toreador Resources Corporation, a company existing under the laws of Delaware, USA having its registered address at 13760 Noel Road, 1100 Dallas Texas, 75240.

AND

PETROL OFİSİ A.Ş., a company established and operating under the laws of Turkey, with registered office in Eski Büyükdere Caddesi No. 33/37 34398 Maslak, Istanbul, Turkey,duly represented by the signature of Mr. Tayfun Sümer;

PETROL OFİSİ ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETI, a company established and operating under the laws of Turkey, with registered office in Eski Büyükdere Caddesi No. 33/37 34398 Maslak, Istanbul, Turkey, duly represented by the signature of Mr. Tayfun Sümer; and a Subsidiary of PETROL OFISI AS.

PETROL OFİSİ A.Ş. shall be hereinafter referred to as “Parent” and PETROL OFİSİ ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETI shall be hereinafter referred to as “Assignee”.

The Assignee, Parent, Guarantor and the Assignor shall be collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS

1.               The Parties have entered into an Assignment Agreement dated September, 17th 2008 (“Assignment Agreement”) which set forth the terms and conditions in accordance with which the Business Assets would be assigned from the Assignor to the Assignee.

2.               It was noted that under the Assignment Agreement, Closing was subject to the fulfillment of certain Conditions Precedent as set out in Article 5 of the Assignment Agreement. One of such Conditions Precedent, under Article 5.1.1 is “nothing having occurred which has caused a Material Adverse Change”

3.     The Assignee notified the Assignor on December 26th 2008 that a Material Adverse Change has occurred. The Parties had written and verbal discussions on the matter since such date. The Parties had a meeting on January 09, 2009 to discuss the Material Adverse Change claim of the Assignee but the Parties could not reach agreement on the matter.

4.               The Parties now wish to set out in this Amendment Protocol their agreement on how the provisions of the Assignment Agreement shall be amended.

NOW THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

1.              Definitions

All terms used but not otherwise defined in this Amendment Protocol shall have the meanings given to them in the Assignment Agreement.

2.              Amendments to the Assignment Agreement

The Parties agree to the following amendments in the Assignment Agreement.

2.1. In Clause 1.1 of the Assignment Agreement, the definition of “Effective Date” shall be amended to read as follows:

“Effective Date” shall mean January 1st, 2009 provided that the terms and conditions of Business Assets assignment to the Assignee is completed at Closing.

2.2           The following definitions shall be included in Clause 1.1 of the Assignment Agreement:

“Counter-Notification” shall mean the counter-notification to be served by TPAO and Stratic on the Assignor in return of the Written Notification, within thirty days of the Assignor’s Written Notification, confirming that they will exercise their Preemption Right, as per Article 12 (G) (1) of the Operating Agreement.

“Decline Notice” shall mean the notice confirming that the Preemption Right has not been exercised, either because TPAO and Stratic have explicitly waived the Pre-emption Right, or because, following the Written Notification, thirty days have elapsed without the delivery of a Counter-Notification; such notification shall be sent by the Assignor to the Assignee on the same day it receives such explicit written waiver or on the day the thirty day’s period has expired, as the case may be.

“Final Payment” shall mean USD 5,000,000 constituting the final portion of the Assignment Price to be paid by the Assignee on the Final Payment Date.

“Final Payment Date” shall mean September 1st, 2009.

“Initial Payment” shall mean USD 50,000,000 constituting the initial portion of the Assignment Price to be paid by the Assignee on the Closing Date.

“Written Notification” shall mean the written notification to be served by the Assignor to TPAO and Stratic in accordance with Article 12 (G) (1) of Operating Agreement, disclosing in detail the terms and conditions of the transfer from the Assignor to the Assignee of the 26.75% of the working interest under the Exploration Licenses as stipulated under the Assignment Agreement, as amended.

“Preemption Right” shall mean TPAO’s and Stratic’s right to acquire 26.75% of the working interest under the Exploration Licenses from the Assignor on the same terms and conditions disclosed in the Written Notification.

2.3.          Clause 4.1.1 of the Assignment Agreement shall be amended to read as follows:

4.1.1                   The consideration for the assignment of the Business Assets shall be a total of USD 55,000,000 plus applicable VAT in cash (hereinafter called “the Assignment Price”). The Initial Payment is payable to the Assignor’s Account on the Closing Date, and the Final Payment is payable to the Assignor’s Account on the Final Payment Date.

2.4.          Clause 4.1.2 shall be deleted in its entirety and the numbering of the subsequent sub-clauses of Clause 4 shall be adjusted accordingly.

2.5.          The following clause shall be incorporated in the Assignment Agreement as Clause 5.1.7:

5.1.7                   The Assignor shall send the Written Notification to TPAO and Stratic and deliver the Decline Notice to the Assignee upon receipt of an explicit waiver of such Preemption Right or upon the lapse of the 30-days’ period to exercise such right.

2.6.          Clause 5.1.7 of the Assignment Agreement shall be renumbered as 5.1.8 and shall be amended to read as follows:

5.1.8                     On the next day following the receipt of the Decline Notice, the Assignee shall send an acknowledgment letter addressed to Stratic and TPAO, stating that it unconditionally and irrevocably approves all the terms and provisions of the Operating Agreement.

2.7.          All references to “February 10, 2009” in Clause 5.2 shall be amended to read as “April 10th, 2009.”

2.8.          Clause 6 of the Assignment Agreement shall be amended to read as follows:

6.        Closing