HARKEN ENERGY CORPORATION

AGREEMENT REGARDING COMPENSATION

IN EVENT OF A CHANGE IN CONTROL

This Agreement regarding Compensation In the Event of a Change In Control (the "Agreement") is made and entered into this the 1/st/ day of February, 2000, but to be effective as of the 30/th/ day of December, 1999, ("Effective Date") by and between HARKEN ENERGY CORPORATION, a Delaware corporation, (the "Company") and MIKEL D. FAULKNER an individual ("Executive").

WHEREAS, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company did adopt certain resolutions dated August 26, 1998 providing for an Executive Severance Policy for officers of the Company and other members of management ("Executive Severance Policy") of the Company, as therein defined, in the event of certain circumstances, including a Change of Control, as hereinafter defined, occurring; and,

WHEREAS, the Committee has determined that is in the Company's best interest and that of its shareholders to enter into this Agreement with Executive to further expand on the benefits provided for under the referenced resolutions ("Resolutions") creating the Executive Severance Policy for certain named Executive officers of the Company and its operating subsidiaries as provided for in resolutions of the Committee dated December 30, 1999; and,

WHEREAS, Executive is as of the Effective Date an executive officer of the Company or of one of its operating subsidiaries and has been identified by the Committee as a person on whom the Company relies and whom it is in the Company's best interest to retain in its employ; and,

WHEREAS, this Agreement, when duly signed and accepted by Executive shall define, set forth and provide the benefits, payments and obligations of the Company to the Executive in the event of the occurrence of a Change of Control, in lieu and replacement of those similar benefits offered and provided to Executive under the Executive Severance Policy as set out under the Resolutions; and,

WHEREAS, the Committee has determined that the Company will receive significant benefit and value from this Agreement in preserving for the Company the employment and services of Executive in the event a Change of Control event should occur, which value and benefit to the Company will at least be equal to the obligations hereunder assumed by the Company.

NOW THEREFORE, for and in the mutual considerations recited and referred to herein, the Company and Executive do hereby agree as follows:

Change of Control Payment

1. In the event any Change of Control event shall occur and Executive is at that date in the current employ of the Company, then the Company shall owe and pay to Executive within thirty (30) calendar days following such triggering event, as additional earned income, a cash payment (the "Change of Control Payment") equal to twenty-four (24) times Executive's regular monthly salary which was last paid prior to the month in which such Change of Control event occurred.

Definition of In Company's Employ

2. In the event that Executive's employment with the Company shall have terminated or been terminated voluntarily or involuntarily, with cause or without cause within forty-five (45) calendar days prior to such Change of Control event occurring, then for purposes of this Agreement, the Executive shall be deemed to be in the Company's employ when the Change of Control event occurred and Executive shall be entitled to the benefits under this Agreement.

In the event that Executive shall on the date such Change of Control event occurs be on leave of absence, vacation, short-term disability, sick leave or other similar situation in which Executive is not physically on the job, with the consent of the Company or as allowed under Company Policies, then in any such event Executive shall be deemed to be in the current employ of the Company on that date for purposes of this Agreement.

Termination of Employment in Change of Control

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