HARKEN ENERGY CORPORATION
WAIVER OF CHANGE IN CONTROL PAYMENT
Reference is made to that certain Amended and Restated Agreement regarding Compensation In the Event of a
Change In Control, dated as of the 2nd day of April, 2001 (the "Agreement"), by and between HARKEN
ENERGY CORPORATION, a Delaware corporation (the "Company"), and MIKEL D. FAULKNER, an
individual ("Executive"). Capitalized terms not defined herein shall have the meaning assigned to them in the
WHEREAS, pursuant to Section 9(b) of the Agreement, the Agreement may be amended, changed,
supplemented, waived or otherwise modified by a written agreement signed by the Company and Executive.
WHEREAS, the Company proposes to (i) issue approximately $1.6 million in principal amount of the Company's
7% Senior Convertible Notes due 2006, Series A, in exchange for approximately $2 million in principal amount
of the Company's 5% Senior Convertible Notes due 2003, and (ii) provide for a related put option in favor of the
investor and a call option in favor of the Company (such actions collectively referred to as the "Proposed
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agree as follows:
1. Pursuant to Section 1 of the Agreement, Executive was granted the right to receive a Change of Control
Payment in the event a Change of Control event occurs and Executive is at that date in the current employ of the
Company. Executive, by his signature below, hereby waives his right to receive a Change of Control Payment, if
any such right would exist, with respect to (i) the Proposed Transactions and any events occurring as a direct
result of the Proposed Transactions, and (ii) any transactions consummated prior to the date hereof.
2. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
3. This agreement shall be