Securities Law & Instruments

Headnote

MutualReliance Review system for Exemptive Relief Applications - issuerhas only one security holder - issuer deemed to have ceased beinga reporting issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. S. 83.

INTHE MATTER OF

THESECURITIES LEGISLATION OF ALBERTA, ONTARIO,

QUÉBECAND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS


AND


INTHE MATTER OF

MADISONOIL COMPANY


MRRSDECISION DOCUMENT


WHEREASthe local securities regulatory authority or regulator (the"Decision Maker") in each of Alberta, Ontario,Québec and Newfoundland and Labrador (the "Jurisdictions")has received an application from Toreador Resources Corporation("Toreador") and Madison Oil Company ("Madison") (collectively,the "Applicants") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") that Madisonbe deemed to cease to be a reporting issuer, or the equivalentthereof, under the Legislation;

ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionis the Principal Regulator for this application;

ANDWHEREAS the Applicants have represented to the DecisionMakers that:

1.Madison is a corporation existing under the Delaware GeneralCorporation Law (the "DGCL") with its principal executiveoffices in Dallas, Texas.

2.Toreador is a corporation incorporated under the DGCL with itsprincipal executive offices in Dallas, Texas.

3.Madison is a reporting issuer under the securities legislationof the Jurisdictions and, to the best of Madison's knowledge,is not in default of any of the requirements of the Legislation.

4.The authorized capital stock of Madison consists of 100,000,000shares of common stock, par value U.S.$0.0001 per share (the "MadisonShares"). Other than Madison Shares, Madison currently has nooutstanding securities, including debt securities.

5.Pursuant to a merger (the "Merger") under the DGCL effected onDecember 31, 2001, MOC Acquisition Corporation ("Mergeco"), awholly-owned subsidiary of Toreador, merged with and into Madisonsuch that the separate corporate existence of Mergeco ceased andMadison continued as the surviving corporation.

6.As a result of the Merger, all of the issued and outstanding MadisonShares are owned by Toreador. Consequently, Madison has only oneholder of shares of its common stock and no other security holders.

7.Madison does not intend to seek public financing by way of offeringits securities.

8.The Madison Shares were de-listed from the Toronto Stock Exchangeeffective at the close of trading on January 7, 2002. Madisonhas no securities listed or posted for trading on any other exchangeor market.

ANDWHEREAS under the System this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision");

ANDWHEREAS each of the Decision Makers are satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

ITIS HEREBY DECIDED by the Decision Makers under the Legislationthat Madison be deemed to cease to be a reporting issuer, or theequivalent thereof, under the Legislation.

February5, 2002.

"JohnE. Hughes"