HARKEN ENERGY CORPORATION

AMENDED AND RESTATED AGREEMENT
REGARDING COMPENSATION
IN EVENT OF A CHANGE IN CONTROL

This Amended and Restated Agreement regarding Compensation In the Event of a Change In Control (the "Agreement") is made and entered into this the 2nd day of April, 2001, but to be effective as of the 30th 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 an 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, the Executive and the Company did execute a prior Agreement regarding Compensation In the Event of a Change In Control (the "Prior Agreement") dated February 1, 2000; and

WHEREAS, the Company and the Executive now wish to amend, replace and restate in full such Prior Agreement, together with any and all amendments, if any, thereof previously executed through the date hereof in order to clarify, correct and amend certain provisions thereof; 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.

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