<PAGE>

                                                                    EXHIBIT 10.3

RA-2

     NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE ON CONVERSION OF
THIS NOTE (THE "SHARES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE COMPANY
THAT THIS NOTE AND THE SHARES MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS THE NOTE OR THE SHARES AS THE CASE MAY BE,
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
SUCH LAWS ARE AVAILABLE.

     IF THE HOLDER OF THIS NOTE WAS AN AFFILIATE OF THE COMPANY AT ANY TIME
DURING THE THREE MONTHS PRECEDING THE DATE OF ANY SUCH TRANSFER, THE FOREGOING
CONDITIONS MUST BE COMPLIED WITH REGARDLESS OF WHEN SUCH TRANSFER IS MADE.

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED.

     THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY ANY AGENCY OF THE
UNITED STATES GOVERNMENT.

                            HARKEN ENERGY CORPORATION
                  7% SENIOR CONVERTIBLE NOTE DUE 2006, SERIES A

                                      NOTE

     Harken Energy Corporation, a Delaware corporation (hereinafter, the
"Company," which term includes any successor to the Company), for value
received, hereby promises to pay to Elliott International LP, upon presentation
and surrender of this Note (the "Note") the principal sum of EIGHT HUNDRED
EIGHTY THOUSAND DOLLARS (U.S. $880,000) on June 30, 2006, and to pay interest
thereon from and including the date of the initial issuance of this Note ("Issue
Date"), semi-annually in arrears on December 31 and June 30 in each year,
commencing June 30, 2003 (each an "Interest Payment Date"), at the rate of 7%
per annum, calculated on the basis of a 360-day year consisting of twelve 30-day
months, until the principal hereof is paid or payment thereof is duly provided
for; provided, however, that the principal amount payable upon presentation and
surrender may be reduced from time to time in connection with conversions,
redemptions, purchase and cancellations and similar events described in the
Terms and Conditions hereof, and such reductions shall be duly noted on Schedule
A hereto (which is incorporated herein by this reference as if set out in full);
and provided further that interest accruing after the date of a reduction in
principal amount shall be calculated with reference to the new principal amount.
Payments of interest on this Note shall be paid by the Company

<PAGE>

on each Interest Payment Date, commencing June 30, 2003, to a bank account
nominated in writing by the registered holder of such Note as shown on the Note
Register at the close of business on the applicable Record Date.

     Upon failure of the Company to make any payment of interest or principal on
the date when due and payable, the outstanding principal balance of this Note
and, to the extent permitted by law, interest thereon will bear interest at the
Default Rate beginning on the date such payment was due until the default is
cured.

     Notwithstanding any other provision of this Note to the contrary, in no
event shall the interest contracted for, charged or received in connection with
this Note (including any other costs or considerations that constitute interest
under applicable law which are contracted for, charged or received pursuant to
this Note) exceed the maximum rate of nonusurious interest allowed under
applicable law as presently in effect and to the extent an increase is allowable
by such laws, but in no event shall any amount ever be paid or payable greater
than the amount contracted for in this Note, and all amounts paid by the Company
which constitute usurious interest under the applicable law shall be applied in
the manner described herein.

     To the extent permitted by law, interest contracted for, charged or
received on this Note shall be allocated over the entire term of this Note, to
the end that interest paid on this Note does not exceed the maximum amount
permitted to be paid thereon by law.

     The principal on this Note shall be paid to a bank account nominated in
writing by the registered holder of this Note as shown on the Note Register at
the close of business on the applicable Record Date.

     This Note has been issued pursuant to resolutions adopted by the Board of
Directors of the Company by unanimous written consent effective January 24,
2003.

     This Note and the Terms and Conditions shall be governed by and construed
in accordance with the laws of the State of New York.

                                       2

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed in
its corporate name by the manual or facsimile signatures of the undersigned duly
authorized officers of the Company.

Dated 13 February, 2003.

                                      HARKEN ENERGY CORPORATION


                                      By:      /s/ Bruce N. Huff
                                         -------------------------------------
                                            Bruce N. Huff, President and
                                            Chief Operating Officer


[Corporate Seal]


ATTEST:

By:      /s/ A. Wayne Hennecke
   --------------------------------------------------------------
   A. Wayne Hennecke, Senior Vice President-Finance and Secretary

                                       3

<PAGE>

                        TERMS AND CONDITIONS OF THE NOTE

     The U.S. $880,000 7% Senior Convertible Note Due 2006, Series A (the
"Note") of Harken Energy Corporation, a Delaware corporation (the "Company") is
constituted by, and authorized to be issued pursuant to these Terms and
Conditions and resolutions of the Board of Directors of the Company by unanimous
written consent adopted effective on January 24, 2003.

     Certain terms not otherwise defined in the text hereof are defined in
Condition 19 herein.

1. Form, Denominations, and Title, and Certain Administrative Provisions

     (A) The Note is issued in registered certificated form with such numerical
and other identification designation as the Company shall deem desirable.

     (B) Title to the Note will pass by form of transfer as set out in Schedule
C and re-registration of new ownership in the Note Register. The Company may (to
the fullest extent permitted by applicable laws) deem and treat the registered
holder of the Note as the absolute owner thereof for all purposes.

     (C) The Note shall be executed on behalf of the Company by its President
and Chief Operating Officer under its corporate seal and attested by its Senior
Vice President-Finance and Secretary or an Assistant Secretary. The signature of
any of these officers on the Note may be manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise
reproduced on the Note.

     The Note bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the delivery of the Note or did not hold such offices at the
date of the Note.

     Upon surrender for transfer or exchange of the Note to an office of the
Note Registrar designated by the Company for that purpose, the Company shall
execute and deliver in the name of the transferee or transferees a new Note or
Notes of the same series and interest rate and in Authorized Denominations, and
for the aggregate principal amount the owner is entitled to receive. No transfer
of the Note shall be binding upon the Company, unless made at such office and
shown on the Note Register. The Bank of New York will initially serve as the
Note Registrar.

     In case the Company, pursuant to Conditions 3(B) and 3(C), shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its Properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have entered into an amendment
hereto, the Note may, from time to time, at the request of the successor Person,
be exchanged for another note executed in the name of the successor Person with
such changes in phraseology and form as may be appropriate, but otherwise in
substance of like tenor as the Note surrendered for such exchange and of like
principal amount.

     The Holder of this Note may grant proxies and otherwise authorize any
person to take any action which the Noteholder is entitled to take under these
Terms and Conditions.

     Nothing contained herein shall be deemed to authorize any transfers of the
Note otherwise than in accordance with the Securities Act. Unless otherwise
required by applicable law, the Company shall not recognize or give effect to
any attempt to transfer or convert the Note or any interest therein in violation
of the Securities Act.

                                       4

<PAGE>

     (D) The Noteholder by acceptance of the Note hereby covenants and agrees
that neither the Note nor the Conversion Shares will be offered, sold,
transferred, pledged, converted or otherwise disposed of unless the Note and/or
the Conversion Shares have been registered under the Securities Act or any
applicable state securities or blue sky laws or exemptions from the registration
requirements of such laws are available.

     (E) If (i) any mutilated Note is surrendered to the Registrar, or (ii) the
Company and the Registrar receive evidence to their satisfaction of the
destruction, loss or theft of the Note, and there is delivered to the Company
and the Registrar such security and/or indemnity as may be required by them to
save them harmless, then, in the absence of notice to the Company or the
Registrar that the Note has been acquired by a bona fide purchaser, the Company
shall execute and deliver, in exchange for any such mutilated Note or in lieu of
any such destroyed, lost or stolen Note, a new Note of like tenor and principal
amount, bearing a number not contemporaneously Outstanding.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Note, pay such Note, as the case may be.

     Upon the issuance of any new Note under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith.

     Every new Note issued pursuant to this Section in lieu of any destroyed,
lost or stolen Note shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note
shall be at any time enforceable by anyone, and shall be entitled to all
benefits hereunder equally and proportionately with any and all other notes duly
issued hereunder.

     The provisions of this Condition are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of a mutilated, destroyed, lost or stolen Note.

     (F) The Company shall maintain an office or agency where the Note may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent" or
"paying agent"). The Registrar shall keep a register of the Note and of its
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" or "paying agent" includes any additional paying
agent. The Company may change any paying agent or Registrar without notice to
any Holder. The Company shall notify the Noteholder in writing of the name and
address of the Registrar or any paying agent, if the Company is not serving as
such. The Company or any of its Subsidiaries may act as paying agent or
Registrar. The Company will initially act as Registrar and paying agent.

2. Status

     The Note is a direct, unconditional and unsecured obligation of the
Company. The Note will rank senior to all Subordinated Obligations of the
Company, present and future, but, in the event of bankruptcy or insolvency of
the Company, only to the extent permitted by the applicable laws relating to
creditors' rights. The Note will not be secured by any assets or property of the
Company. The Note will rank pari passu with all other present and future
Indebtedness of the Company other than Subordinated Obligations. The Note will
rank senior to all existing and future Subordinated Obligations.

3. Covenants

     (A) The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises of the Company; provided, however, that
the Company shall not be required to preserve any such right or franchise if the
Board of Directors shall

                                       5

<PAGE>

determine that the preservation thereof is no longer in the best interests of
the Company and the conduct of its business, and that the loss thereof is not
disadvantageous in any material respect to the Noteholder; and provided,
further, that nothing contained in this Condition 3(A) shall prohibit any
transaction permitted by Condition 3(B) or Condition 3(C) herein.

     (B) The Company will not merge or consolidate with or sell, convey,
transfer or lease or otherwise dispose of all, or substantially all of its
Properties and assets substantially as an entirety to any Person, unless: (a)
either (i) the Company shall be the surviving Person or (ii) the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person which acquired by conveyance or transfer, or which
leases, the Properties and assets of the Company substantially as an entirety
(1) shall be a Person organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and (2)
shall expressly assume, by a written instrument, the Company's obligation for
the due and punctual payment of the principal of and interest on the Note and
the performance and observance of every Term and Condition contained herein.

     (C) Upon any consolidation of the Company with or merger of the Company
with or into any other Person or any conveyance, transfer or lease of the
Properties and assets of the Company substantially as an entirety to any person,
the successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under the Terms and Conditions contained herein with the same effect as if such
successor Person had been named as the Company herein, and in the event of any
such conveyance or transfer, the Company, except in the case of a lease, shall
be discharged of all obligations and covenants under the Note and may be
dissolved and liquidated.

     (D) The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (a) all taxes, assessments and
governmental charges levied or imposed upon the Company or upon the income,
profits or Property of the Company and (b) all lawful claims for labour,
materials and supplies which, if unpaid, might by law become a Lien upon the
Property of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

     (E) The Company will not amend its Certificate of Incorporation or Bylaws
except as required by law, except in respect to such amendments that the Board
of Directors reasonably determines do not materially adversely affect the rights
of the Noteholder, or except to the extent that such amendment would not have a
material adverse effect on (a) the ability of the Company to perform its
obligations under the Note or (b) the rights of the Noteholder, except that
neither (i) increases in the number of Shares and issuance thereof with related
securities, nor (ii) designations of Preferred Stock of the Company,
modifications of the terms of such designations and issuance thereof with
related securities, nor (iii) modification or expansion of the indemnity
provisions provided by the Company to its directors and officers, nor (iv)
change of the Company's registered agent shall be deemed an amendment hereunder.

     (F) To the extent permitted by law, the Company will provide to the
Noteholder such statements, certificates or other documentation concerning the
organization or operations of the Company as may be reasonably necessary to
establish any exceptions or exemptions from United States federal income tax
withholding and reporting requirements.

     (G) The Company shall file a registration statement on Form S-3 (or such
other form as the Company may determine is appropriate), within sixty (60) days
following the Issue Date in respect of all Shares that may be issuable at any
time upon the conversion of the Note, including the maximum number of shares
that may be issued upon the adjustment of the Conversion Price as provided in
Condition 6(A)(ii) hereof. The Company shall use its best efforts to cause the
Commission to declare such registration statement (and any necessary amendments
thereto)

                                       6

<PAGE>

effective. The Company shall also use its best efforts to maintain the
effectiveness of such registration statement, and to refile such a registration
statement from time to time in the event its effectiveness lapses, until all
such Shares that either are issued or that may be issued are Freely Tradable in
the United States.

     In the event that there is a conversion price adjustment as provided in
Condition 6(A)(ii) of the Note and as a result Shares in addition to those
covered by the registration statement referred to above could be issued upon
conversion of the Note, the Company will, within 60 days of such adjustment file
an additional registration statement covering all such additional Shares and
shall use its best efforts to cause the Commission to declare such registration
statement (and any necessary amendments thereto) effective. The Company shall
also use its best efforts to maintain the effectiveness of such additional
registration statement, and to refile such a registration statement from time to
time in the event its effectiveness lapses, until all such additional Shares
that either are issued or that may be issued are Freely Tradable in the United
States. The obligation of the Company to file a second registration statement
shall not apply if legal counsel to the Noteholder, which is reasonably
acceptable to the Company, advises the Noteholder and the Company in a written
opinion addressed to both the Noteholder and the Company, prior to the Company's
obligation to file the second registration statement, that any Shares issuable
upon conversion of all the Note will be Freely Tradeable irrespective of a
filing of a second registration statement.

     While any Conversion Right remains exercisable, the Company will use its
best efforts to list and maintain a listing of all Shares issued upon conversion
of the Note on a Stock Exchange. In the event a Stock Exchange requires
stockholder approval in order to complete the listing of the Shares to be so
issued upon conversion of the Note, then the Company will use its best efforts
to obtain such stockholder approval at the earliest possible stockholder
meeting. In this event, the conversion in Shares will occur only if and when
stockholder approval has been obtained. If the Company is unable to obtain or
maintain such listing of Shares, it will forthwith give not less than 30
calendar days notice to the Noteholder of the listing, de-listing or quotation
or lack of quotation of the Shares (as a class) by any such Stock Exchange.

     (H) The Company shall, on or before each due date of the principal of or
interest on the Note, segregate and hold in trust for the benefit of the
Noteholder entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Person or otherwise disposed
of as herein provided.

4. Interest

     The Note bears interest from (and including) the Issue Date ) at the rate
of seven percent (7%) per annum, payable semi-annually in arrears on December 31
and June 30 in each year (each an "Interest Payment Date"), the first such
payment to be made on June 30, 2003, in respect of the period from (and
including) date of issue to (but excluding) June 30, 2003, and this interest
payable will equal U.S. $30,800 for each complete semi-annual interest period.

     Each Note will cease to bear interest (i) from its due date for redemption
unless the Company shall default in the payment of the Redemption Price, in
which event interest shall continue to accrue as provided in herein, or (ii)
where the Conversion Right shall have been voluntarily exercised by the
Noteholder, from the Conversion Date.

     Any money held by the Company in trust for the payment of the principal of
or interest on the Note and remaining unclaimed for two years after such
principal or interest has become due and payable shall be discharged from such
trust; and the Holder of the Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Company with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

     Interest is calculated on the basis of a 360 day year consisting of 12
months of 30 days each and, in the case of an incomplete month, the number of
days elapsed.

                                       7

<PAGE>

5. Payments

     Payments of interest on the Note shall be paid by the Company on each
Interest Payment Date, commencing June 30, 2003, to the Holder of such Note as
shown on the Note Register at the close of business on the applicable Record
Date, such payment to be made to a bank account nominated by the holder to the
Company in writing by the Record Date.

     Payments of principal in respect of the Note will only be made, against
presentation and surrender of the certificate for the Note at the specified
office of the Company. All payments of principal and interest shall be made in
U.S. dollars.

     A Holder shall be entitled to present the Note for payment only on a
Presentation Date and shall not be entitled to any further interest or other
payment if a Presentation Date is after the due date.

     When making payments to Noteholders, fractions of one cent will be rounded
down to the nearest whole cent.

6. Conversion

     (A) Optional Conversion by the Noteholders; Conversion Period and Price

          (i) Noteholders have the right, subject as provided herein and to any
     applicable laws and regulations, to require the Company to convert all or
     part of the Note at its principal amount into Shares at any time during the
     Conversion Period ("Conversion Right"). The Conversion Period begins after
     the earlier to occur of (I) the close of the effective date of a
     registration statement filed by the Company with the Commission with
     respect to the Shares or (II) the date such Shares may be sold pursuant to
     the exemption from registration under the Securities Act provided by Rule
     144 or other exemption from registration under the Securities Act, and ends
     upon the earliest to occur of (A) the second Business Day prior to the
     later of June 30, 2006, or the date on which all principal and interest on
     the Note is repaid in full, or (B) if such Note shall have been called for
     redemption pursuant to Condition 7, the close of the second Business Day
     prior to the Redemption Date. Upon conversion, the right of the converting
     Noteholder to repayment of the principal amount of the Note to be converted
     (and, subject as provided in Condition 6(B)(iv), accrued and unpaid
     interest thereon) shall be extinguished and released, and in consideration
     and in exchange therefor the Company shall allot and issue Shares credited
     as paid up in full as provided in this Condition 6.

          The number of Shares to be issued on conversion of the Note will be
     determined by dividing the principal amount of the Note to be converted,
     plus accrued and unpaid interest thereon, by the Conversion Price, (as
     defined below) in effect on the Conversion Date, with the result being
     rounded down to the nearest whole number.

          (ii) The price at which Shares will be issued upon the exercise of a
     Conversion Right (the "Conversion Price") initially will be U.S. $0.40. The
     Conversion Price will be subject to adjustment only in accordance with the
     manner provided in the definition of "Conversion Price" in Condition 19
     herein. The Company shall give notice of any adjustment of the Conversion
     Price in accordance with Condition 15 within ten (10) Business Days with
     effective date of such adjustment.

          (iii) Notwithstanding the provisions of paragraph (i) of this
     Condition 6(A), if the Company shall default in making payment in full in
     respect of the Note which shall have been called for redemption or shall
     fail to issue Shares in respect of any Conversion, then, from the Relevant
     Date, interest shall continue to accrue on such Note and the Conversion
     Right attaching to such Note will continue to be exercisable up to, and
     including the close of business (at the place where the Note is deposited
     in connection with the exercise of the Conversion Right)

                                       8

<PAGE>

     on the date upon which the full amount of the monies payable in respect of
     such Note has been duly received by the Holder or, or the date of the
     issuance of the Conversion Shares.

     (B) Procedure for Conversion

     (i) To exercise the Conversion Right attaching to the Note, the Holder
thereof must complete, execute and deposit at his own expense during normal
business hours at the specified office of the Company, a notice of conversion (a
"Conversion Notice") in the form for the time being currently obtainable from
the specified office of the Company, together with the Note certificate and any
amount to be paid by the Noteholder pursuant to this Condition 6(B)(i). The form
of Conversion Notice is attached hereto as Exhibit A.

          The Conversion Date must fall at a time when the Conversion Right
     attaching to that Note is expressed in these Conditions to be exercisable
     and will be deemed to be the date of the surrender of the Note and delivery
     of such Conversion Notice and, if applicable, any payment to be made or
     indemnity given under these Conditions in connection with the exercise of
     such Conversion Right.

          A Noteholder delivering a Note for conversion must pay any taxes and
     capital, stamp, issue and registration duties arising on conversion (other
     than any taxes or capital, or stamp duties payable in the U.S. or required
     by any Stock Exchange, by the Company in respect of the allotment and issue
     of Shares and listing of the Shares on conversion). A Conversion Notice
     delivered shall be irrevocable.

     (ii) As soon as practicable, and in any event not later than fourteen (14)
calendar days after the Conversion Date, the Company will cause the person or
persons designated for the purpose in the Conversion Notice to be registered as
holder(s) of the relevant number of Shares and will make a certificate or
certificates for the relevant Shares available for collection at the Company's
principal office in Houston, Texas or at the Company's transfer agent in New
York, New York, or, if so requested in the relevant Conversion Notice, will
deliver such certificate or certificates to the person and at the place
specified in the Conversion Notice, at the risk of the Noteholder, together with
any other securities, property or cash required to be delivered upon conversion
and such assignments and other documents (if any) as may be required by law to
effect the transfer thereof.

     (iii) The person or persons specified for that purpose will be deemed for
all purposes to be the Holder of record of the number of Shares issuable upon
conversion with effect from the Conversion Date. The Shares issued upon
conversion of the Note will in all respects rank pari passu with the issued and
outstanding Shares of Common Stock in issue on the relevant Conversion Date,
except for any right excluded by mandatory provisions of applicable law. A
Holder of Shares issued on conversion of the Note shall not be entitled to any
rights for any record date which precedes the relevant Conversion Date.

     (iv) If any notice requiring the redemption of the Note is given pursuant
to Condition 7(B) on or after the fifteenth (15th) calendar day prior to the
record date in respect of any dividend payable in respect of the Shares and such
notice specifies a date for redemption falling on or prior to the next following
Interest Payment Date, interest shall (subject as hereinafter provided) accrue
on the Note which shall have been delivered for conversion on or after such
record date from the preceding Interest Payment Date; provided, that the
relevant Noteholder's entitlement to interest on the Note, in the event that the
Shares allotted on conversion thereof shall carry an entitlement to receive such
dividend, shall be limited to the amount by which the interest such Noteholder
would have received had no conversion taken place exceeds the amount of the
dividend received on such Shares. Any such interest shall be paid by the Company
not later than fourteen (14) calendar days after the relevant Conversion Date by
U.S. dollar cheque drawn on, or by transfer to U.S. dollar account maintained by
the payee with, a bank outside the United States in accordance with instructions
given by the relevant Noteholder.

                                       9

<PAGE>

     (C) Consolidation, Amalgamation or Merger

     In the event that the Company shall be a party to any transaction,
including without limitation any (i) recapitalization or reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (ii) any consolidation of the Company with, or
merger of the Company into, any other person, any merger of another person into
the Company (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of all of the outstanding shares of Common
Stock of the Company), (iii) any sale or transfer of all or substantially all of
the assets of the Company, or (iv) any compulsory share exchange pursuant to
which the Common Stock is converted into the right to receive other securities,
cash or other Property, the Company will forthwith notify the Noteholder of such
event in accordance with Condition 15 and, then lawful provision shall be made
as part of the terms of such transaction whereby the Holder of the Note then
Outstanding shall have the right (during the period in which such Note is
convertible) to convert such Note into the class and amount of shares and other
securities and property receivable upon such transaction by a holder of such
number of shares of Common Stock which would have been liable to be issued upon
conversion of such Note immediately prior to the transaction. So far as legally
possible, the Company shall cause the Person formed by such consolidation or
resulting from such merger or which acquired such assets or which acquired the
Company's Shares, as the case may be, to execute and deliver to the Noteholder
an amendment to these Terms and Conditions as provided for under Condition 17.
Such amendment shall provide for adjustments which, for events subsequent to the
effective date of such amendment, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Condition. The above
provisions of this Condition 6(C) shall similarly apply to successive
transactions of the foregoing type.

     (D) Conversion Prohibited Under Certain Circumstances

     The Note shall not be convertible into Conversion Shares as provided in
this Condition 6 if the Stock Exchange on which the Shares are listed requires
the approval by the stockholders of the Company of the issuance of the Shares
which may be issued upon the exercise of the conversion rights contained in this
Condition 6 and the stockholders fail to approve such issuances of the Shares at
an annual meeting or special meeting held to approve such issuances.

7. Redemption and Purchase

     (A) Unless previously redeemed, converted or purchased and canceled as
provided herein, the Company will redeem the Note at its principal amount on
June 30, 2006.

     (B) (i) If as a result of any change in, or amendment to, the laws or
regulations of the U.S. or any political sub-division of, or any authority in,
or of, the U.S. having power to tax, or any change in the application or
official interpretation of such laws or regulations, which change or amendment
becomes effective after the initial issuance of the Note, the Company has or
will become obliged to pay additional amounts as provided or referred to in
Condition 8 (and such amendment or change has been evidenced by the delivery by
the Company to the Paying Agent (who shall, in the absence of manifest error,
accept such certificate and opinion as sufficient evidence thereof) of (x) a
certificate signed by two officers of the Company on behalf of the Company
stating that such amendment or change has occurred (irrespective of whether such
amendment or change is then effective), describing the facts leading thereto and
stating that such obligation cannot be avoided by the Company taking reasonable
measures available to it and (y) an opinion of independent legal advisers of
recognized standing to the effect that such amendment or change has occurred
(irrespective of whether such amendment or change is then effective), the
Company may at its option, having given not less than 30 nor more than 60
calendar days' notice to the Noteholder in accordance with Condition 15 (which
notice shall be irrevocable), redeem the Note at its principal amount together
with interest (if any) accrued to (but excluding) the Redemption Date, provided
that no notice of redemption shall be given earlier than 90 calendar days before
the earliest date on which the Company would be required to pay such additional
amounts were a payment in respect of the Note then due.

                                       10

<PAGE>

     (ii) The Company may at any time, and from time to time, at its option,
after having given not less than 30 nor more than 60 calendar days' notice to
the Noteholders in accordance with Condition 15 (which notice shall be
irrevocable), redeem the Note for cash, in whole or in part, at a Redemption
Price equal to 100% of the principal amount of the Note to be redeemed, together
with interest (if any) accrued and unpaid to (but excluding) the Redemption
Date. If the Company elects to redeem less than all the Note, Company will
select which Note to redeem by lot, random, or such other method it shall deem
fair and appropriate. Upon expiry of any such notice period as is referred to in
this Condition 7(B) (and subject as provided above), the Company shall be bound
to redeem Note at their principal amount, together with interest accrued to but
excluding the Redemption Date. Save where the Noteholder otherwise agrees in
writing, a notice of optional redemption may only be given, and optional
redemption may only occur, if on the date of the notice and the date of
redemption, all Shares into which the Note can be converted (including
additional shares which may be issuable on a downward adjustment to the
Conversion Price) are covered by an effective registration statement and will be
Freely Tradable on issue.

     (C) Subject to applicable law, the Company or any of its Subsidiaries may
at any time purchase the Note in any manner and at any price in the open market
or by private treaty. A Note purchased by the Company or any of its Subsidiaries
will forthwith be surrendered for cancellation and shall no longer be deemed
Outstanding.

     (D) A Note which is redeemed by the Company will forthwith be canceled and
may not be reissued or resold.

8. Taxation

     All payments in respect of the Note by the Company shall be made without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature ("Taxes") imposed
or levied by or on behalf of the U.S. or any political sub-division of, or any
authority in, or of, the U.S. having power to tax, unless the withholding or
deduction of the Taxes is required by law. In that event, the Company will pay
such additional amounts as may be necessary in order that the net amounts
received by the Noteholder after the withholding or deduction shall equal the
respective amounts which would have been receivable in respect of the Note in
the absence of the withholding or deduction; except that no additional amounts
shall be payable in relation to any payment in respect of the Note:

     (A) to, or to a third party on behalf of, a Holder who is liable for the
Taxes in respect of the Note by reason of such Holder having some connection
with the U.S. other than the mere holding of the Note; and

     (B) presented for payment more than 30 calendar days after the Relevant
Date except to the extent that a Holder would have been entitled to additional
amounts on presenting the same for payment on the last day of such period of 30
calendar days; or

     (C) to, or to a third party on behalf of, a Holder who would not be liable
or subject to the withholding or deduction by making a declaration of
non-residence or other similar claim for exemption to the relevant tax
authority.

     Any reference in these Terms and Conditions to any amounts in respect of
the Note shall be deemed also to refer to any additional amounts which may be
payable under this Condition.

9. Additional Covenants

     While any Conversion Right remains exercisable, the Company will, save with
the approval of an Extraordinary Resolution:

                                       11

<PAGE>

     (1) at all times keep available for issuance free from any preemptive
rights out of its authorized but unissued capital such number of Shares as would
enable the Conversion Rights and all other rights of subscription and exchange
for and conversion into Shares to be satisfied in full;

     (2) maintain a listing for all the issued Shares and all Shares to be
issued on the exercise of the Conversion Rights on a Stock Exchange, it being
understood that if the Company is unable to obtain or maintain such listing of
Shares and will forthwith give notice to the Noteholder in accordance with
Condition 15 of the listing, de-listing or quotation or lack of quotation of the
Shares (as a class) by any such Stock Exchange; and

     (3) not in any way modify the rights attaching to the Shares with respect
to voting, dividends or liquidation.

10. Prescription

     The Note will become void unless presented for payment within ten (10)
years from the Relevant Date, subject to the provisions of Condition 5.

11. Events of Default and Enforcement

     (A) Event of Default

     "Event of Default," wherever used in these Terms and Conditions, means any
one of the following events (whatever the reason for such Event of Default,
whether voluntary or involuntary or effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) which shall have occurred and is
continuing:

          (1) if default is made for a period of five (5) Business Days or more
     in the payment of interest or principal due in respect of the Note; or

          (2) if the Company fails to perform or observe any of its other
     obligations, covenants, conditions or provisions under the Note, these
     Terms and Conditions, the Company's 5.0% Senior Notes due 2003, or the
     trust indenture pursuant to which such 5.0% Senior Notes due 2003 were
     issued, and such failure continues for the period of 30 calendar days (or
     such longer period as the Majority Holders may in their absolute discretion
     permit) next following the service by the one or more of the Holders on the
     Company of notice requiring the same to be remedied; or

          (3) if (i) any other Indebtedness of the Company becomes due and
     payable prior to its Stated Maturity by reason of an event of default
     (howsoever defined) or (ii) any such Indebtedness of the Company is not
     paid when due or, as the case may be, within any applicable grace period or
     (iii) the Company fails to pay when due (or, as the case may be, within any
     applicable grace period) any amount payable by it under any present or
     future guarantee for, or indemnity in respect of, any Indebtedness of any
     Person or (iv) any security given by the Company or any subsidiary for any
     Indebtedness of any Person or any guarantee or indemnity of Indebtedness of
     any Person by the Company becomes enforceable by reason of default in
     relation thereto and steps are taken to enforce such security save in any
     such case where there is a bona fide dispute as to whether the relevant
     Indebtedness or any such guarantee or indemnity as aforesaid shall be due
     and payable (following any applicable grace period); provided, however,
     that in each such case the Indebtedness exceeds in the aggregate U.S.
     $2,000,000 and in each such case such event continues unremedied for a
     period of 30 calendar days (or such longer period as the Majority Holders
     may in their sole discretion consent to in writing upon receipt of written
     notice from the Company); or

          (4) if the Company shall generally fail to pay its debts as such debts
     come due (except debts which the Company may contest in good faith
     generally) or shall be declared or adjudicated by a competent court to

                                       12

<PAGE>

     be insolvent or bankrupt, shall consent to the entry of an order of relief
     against it in an involuntary bankruptcy case, shall enter into any
     assignment or other similar arrangement for the benefit of its creditors or
     shall consent to the appointment of a custodian (including, without
     limitation, a receiver, liquidator or Company); or

          (5) if a receiver, administrative receiver, administrator or other
     similar official shall be appointed in relation to the Company or in
     relation to the whole or a substantial part its undertaking or assets or a
     distress, execution or other process shall be levied or enforced upon or
     sued out against, or an encumbrancer shall take possession of, the whole or
     a substantial part of the assets of any of them and in any of the foregoing
     cases is not paid out or discharged within 90 calendar days (or such longer
     period as the Majority Holders may in their absolute discretion consent to
     in writing upon receipt of written notice from the Company); or

          (6) if the Company institutes proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking organization under the laws of the Federal Bankruptcy Code or any
     similar applicable U.S. federal, state or foreign law, or shall consent to
     the filing of any such petition, or shall consent to the appointment of a
     receiver or liquidator or trustee or assignee (or other similar official)
     in bankruptcy or insolvency of it or its Property, or shall make an
     assignment for the benefit of creditors, or shall admit in writing its
     inability to pay its debts generally as they come due; or

          (7) if a decree or order by a court having jurisdiction in the
     premises shall have been entered adjudging the Company a bankrupt or
     insolvent, or approving as properly filed a petition seeking the
     reorganization of the Company under the Federal Bankruptcy Code or any
     other similar applicable U.S. federal, state or foreign law, and such
     decree or order shall have continued undischarged or unstayed for a period
     of 90 calendar days; or a decree or order of a court having jurisdiction in
     the premises for the appointment of a receiver or liquidator or trustee or
     assignee (or other similar official) in bankruptcy or insolvency of the
     Company or of all or substantially all of its Property, or for the winding
     up or liquidation of its affairs, shall have been entered, and such decree
     or order shall have continued undischarged and unstayed for a period of 90
     calendar days; or

          (8) if a warranty, representation, or other statement made by or on
     behalf of the Company contained herein or any certificate or other
     agreement furnished in compliance herewith is false in any material respect
     when made and such falsity continues for a period of 30 calendar days (or
     such longer period as the Majority Holders may in their absolute discretion
     permit) next following the service by one or more of the Holders on the
     Company of notice requiring the same to be remedied; or

          (9) if there is any final judgment or judgments for the payment of
     money exceeding in the aggregate U.S. $2,000,000 outstanding against the
     Company which has been outstanding for more than 60 calendar days from the
     date of its entry and shall not have otherwise been discharged in full or
     stayed by appeal, bond or otherwise.

     (B) Acceleration of Maturity; Rescission and Annulment

     If an Event of Default (other than an Event of Default specified in
Condition 11(A)(6) or 11(A)(7)) occurs and is continuing, then and in every such
case the Majority Holders may declare the principal amount of the Note and
accrued and unpaid interest thereon to be due and payable immediately, by a
notice in writing to the Company, and upon any such declaration such principal
amount and accrued and unpaid interest shall become immediately due and payable.

     If an Event of Default specified in Condition 11(A)(6) or Condition
11(A)(7) occurs and is continuing, then the principal amount of the Note and all
accrued and unpaid interest thereon shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the
Noteholder.

                                       13

<PAGE>

     At any time after a declaration of acceleration has been made and before a
judgment or decree for payment of the money due has been obtained by the
Majority Holders as hereinafter in this Condition provided, the Majority
Holders, with written notice to the Company, may rescind and annul such
declaration and its consequences if

          (1) the Company has paid or deposited in a manner satisfactory to such
     Holders a sum sufficient to pay

               (i) all overdue interest on the Outstanding Note,

               (ii) all unpaid principal of the Outstanding Note which has
          become due otherwise than by such declaration of acceleration, and
          interest on such unpaid principal at the rate prescribed therefor in
          the Note,

               (iii) to the extent that payment of such interest is legally
          enforceable, interest on overdue interest at the rate prescribed
          therefor in the Note, and

               (iv) all reasonable sums paid or advanced by the such Holders
          hereunder; and

          (2) all Events of Default, other than the non-payment of amounts of
     principal of or interest on the Note which have become due solely by such
     declaration of acceleration, have been cured or waived as provided in
     Condition 11(K)

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     (C) Collection of Indebtedness and Suits for Enforcement by the Majority
Holders

     The Company covenants that if

          (1) default is made in the payment of any installment of interest on
     the Note when such interest becomes due and payable and such default
     continues for a period of five (5) Business Days, or

          (2) default is made in the payment of the principal of the Note at the
     Maturity thereof and such default continues for a period of five (5)
     Business Days,

the Company will, upon demand of the Majority Holders, pay to the Holders of the
Note, the whole amount then due and payable on the Note for principal and
interest, and interest on any overdue principal and, to the extent that payment
of such interest shall be legally enforceable, upon any overdue installment of
interest, at the rate prescribed therefor in the Note, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable expenses, disbursements and advances of the
Holders, their agents and counsel, and the reasonable compensation of such
agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Majority Holders in their name, may institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon the Note and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the Property of the Company or any
other obligor upon the Note, wherever situated.

     If an Event of Default occurs and is continuing, the Majority Holders may
in their discretion proceed to protect and enforce their rights and the rights
of any other Noteholders by such appropriate judicial proceedings as such
Holders shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in these terms
and conditions or to enforce any other proper remedy.

                                       14

<PAGE>

     (D) Majority Holders May File Proofs of Claim

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Note
or the Property of the Company or of such other obligor or their creditors, the
Majority Holders (irrespective of whether the principal of the Note shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Majority Holders shall have made any demand on the
Company for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

          (1) to file and prove a claim for the whole amount of principal and
     interest owing and unpaid in respect of the Note and to file such other
     papers or documents as may be necessary or advisable in order to have the
     claims of the Holders (including any claim for the reasonable expenses,
     disbursements and advances of such Holders, their agents and counsel) and
     of any other Noteholders allowed in such judicial proceeding, and the
     reasonable compensation of such agents and counsel, and

          (2) to collect and receive any moneys or other Property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Noteholder to make such payments to the Majority Holders due them for the
reasonable expenses, disbursements and advances of such Holders, their agents
and counsel and the reasonable compensation of such agents and counsel, and to
pay all such other sums due under the Note. In the absence of such appointment,
any such sums shall be paid for the rateable benefit of all the Noteholders.

     Nothing herein contained shall be deemed to authorize the Majority Holders,
except as permitted by law and these Terms and Conditions, to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Note or the
rights of any Noteholder thereof, or to authorize the such Holder to vote in
respect of the claim of any Noteholder in any such proceeding, except to the
extent permitted by law.

     (E) Majority Holders May Enforce Claims Without Possession of Note

     All rights of action and claims under these Terms and Conditions may be
prosecuted and enforced by the Majority Holders without the possession of the
Note or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Majority Holders shall be brought in their own name
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Majority
Holders, their agents and counsel, be paid for the rateable benefit of the
Noteholder in respect of which such judgment has been recovered.

     (F) Application of Money Collected

     Any money collected by the Majority Holders pursuant to this Condition
shall be applied in the following order in case of the distribution of such
money on account of principal or interest, upon presentation of the Note and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

     FIRST: To the payment of the amounts then due and unpaid for principal of
and interest on the Note in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Note for principal and
interest, respectively; and

                                       15

<PAGE>

     SECOND: The balance, if any, to the Person or Persons entitled thereto.

     (G) Unconditional Right of Holders to Receive Principal and Interest

     Notwithstanding any other provision in these Terms and Conditions, the
Holder of the Note shall have the right, which is absolute and unconditional, to
receive payment, as provided herein and in such Note, of the principal of and
interest on such Note on the respective Stated Maturity as expressed in such
Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder; provided, that all monies held by
the Company in trust for the payment of principal or interest on the Note which
remain unclaimed at the end of two (2) years after the Stated Maturity or
Redemption Date of such Note will be repaid to the Company and the Holder of the
Note shall thereafter have only the rights of a creditor of the Company or such
rights as may be otherwise provided by applicable law.

     (H) Restoration of Rights and Remedies

     If the Majority Holders or any Noteholder has instituted any proceeding to
enforce any right or remedy under these Terms and Conditions and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Majority Holders or to such Noteholder, then and in every such
case, subject to any determination in such proceeding, the Company, the Majority
Holders and the Noteholders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Majority Holders and the Noteholders shall continue as though no such proceeding
had been instituted.

     (I) Rights and Remedies Cumulative

     Except as otherwise provided with respect to the replacement or payment of
a mutilated, destroyed, lost or stolen Note as provided herein, no right or
remedy herein conferred upon or reserved to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

     (J) Delay or Omission Not Waiver

     No delay or omission of the Majority Holders or Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Noteholders.

     (K) Waiver of Past Defaults

     Subject to Condition 11(B), the Majority Holders may on behalf of the
Holders of the Note waive any past default hereunder and its consequences,
except a default

          (1) in respect of the payment of the principal of or interest on any
     Note, or

          (2) in respect of a covenant or provision hereof which under Condition
     17 cannot be modified or amended without the consent of the Holder of each
     Outstanding Note affected.

                                       16

<PAGE>

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of these Terms and Conditions; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.

     (L) Waiver of Stay or Extension Laws

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of these Terms and Conditions; and the Company (to the extent that
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law.

12. Liability Solely Corporate

     No recourse shall be had for the payment of the principal of or interest on
the Note or any part thereof, or for any claim based thereon or otherwise in
respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement in these Terms and Conditions, against any
incorporator, or against any stockholder, officer or director, as such, past,
present or future, of the Company, or of any predecessor or successor Person,
either directly or through the Company or any such predecessor or successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, it being expressly agreed
and understood that the Note and these Terms and Conditions which are a part
thereof are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be insured by, any such incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successor Person, either directly or through
the Company or any such predecessor or successor Person, because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in the Note or these Terms and
Conditions which constitute a part thereof or to be implied herefrom; and that
any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for the exchange transaction
pursuant to which the Note is issued; provided, however, that nothing herein
contained shall be taken to prevent recourse to and the enforcement of the
liability, if any, of any stockholder or subscriber to capital stock of the
Company upon or in respect of shares of capital stock not fully paid up.

13. Defeasance and Covenant Defeasance

     (A) Company's Option to Effect Defeasance or Covenant Defeasance

     The Company may, at its option by Board Resolution, at any time, with
respect to the Note, elect to have either Condition 13(B) or Section 13(C)
applied to the Outstanding Note upon compliance with the conditions set forth
below in this Condition, The Company shall promptly give notice of such election
to the Holders.

     (B) Legal Defeasance and Discharge

     Upon the Company's exercise under Condition 13(A) of the option applicable
to this Condition 13(B), the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Note on the date the
conditions set forth in Condition 13(D) are satisfied (hereinafter, "legal
defeasance"). For this purpose, such legal defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Note, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Condition 13(E) and the other Conditions of these Terms
and Conditions referred to in (1) and (2) below, and to have satisfied all its
obligations under such Note, including the obligation to pay interest on the
Note, and these Terms and Conditions insofar as such Note is concerned (and the
Holders, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise

                                       17

<PAGE>

terminated or discharged hereunder: (1) the rights of Holders of the Outstanding
Note to receive, solely from the trust fund described in Condition 13(D) and as
more fully set forth in such Condition, payments in respect of the principal of
and interest on such Note when such payments are due, and (B) the Company's
obligations with respect to the Note under Conditions 1(D), 1(E), 1(H), 3(D) or
3(L). Subject to compliance with this Condition, the Company may exercise its
option under this Condition 13(B) notwithstanding the prior exercise of its
option under Condition 13(C) with respect to the Note.

     (C) Covenant Defeasance

     Upon the Company's exercise under Section Condition 13(A) of the option
applicable to this Condition 13(C), the Company shall be released from its
obligations under any covenant contained in Condition 3 (except Condition 3(D)
with respect to the Outstanding Note on and after the date the conditions set
forth in Section 13(D)) are satisfied (hereinafter, "covenant defeasance"), and
the Note shall thereafter be deemed not to be "Outstanding" for the purposes of
any request, demand, authorization, direction, declaration, notice, consent,
waiver or Act of Noteholders (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that, with
respect to the Outstanding Note, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Condition 11(A)(4), but, except as specified above, the remainder of these and
the Note shall be unaffected thereby.

     (D) Conditions to Legal Defeasance or Covenant Defeasance

     The following shall be the conditions to application of either Condition
13(B) or Section 13 (C) to the Outstanding Note:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with a paying agent as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Note, (A) money in
     an amount, or (B) U.S. Government Obligations which through the scheduled
     payment of principal and interest in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment, money in an amount, or (C) a combination thereof, sufficient, in
     the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     paying agent, to pay and discharge, and which shall be applied by the
     paying agent to pay and discharge, the principal of and interest on the
     Outstanding Note on the Stated Maturity (or Redemption Date, if applicable)
     of such principal or installment of interest; provided that the paying
     agent shall have been irrevocably instructed to apply such money or the
     proceeds of such U.S. Government Obligations to said payments with respect
     to the Note; and provided further that, upon the effectiveness of this
     Condition 13(D), the money or U.S. Government Obligations deposited shall
     not be subject to the rights of the Noteholders pursuant to the provisions
     of this Condition. Before or after such a deposit, the Company may give to
     the paying agent a notice of its election to redeem the Outstanding Note at
     a future date in accordance with Condition 7, which notice shall be
     irrevocable. Such irrevocable redemption notice, if given, shall be given
     effect in applying the foregoing.

          (2) No Default or Event of Default with respect to the Note shall have
     occurred and be continuing on the date of such deposit or, insofar as
     paragraphs (6) and (7) of Condition 11(A) hereof are concerned, at any time
     during the period ending on the 91st day after the date of such deposit (it
     being understood that this condition shall not be deemed satisfied until
     the expiration of such period).

                                       18

<PAGE>

          (3) No event or condition shall exist that pursuant to the provisions
     of Condition 13(B) or 13(C) would prevent the Company from making payments
     of the principal of or interest on the Note on the date of such deposit or
     at any time during the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

          (4) Such legal defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under any material
     agreement or material instrument to which the Company is a party or by
     which it is bound.

          (5) In the case of an election under Condition 13(B), the Company
     shall have delivered to the paying agent an Opinion of Counsel stating that
     the Holders of the Outstanding Note will not recognize income, gain or loss
     for U.S. federal income tax purposes as a result of such defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred.

          (f) The Company shall have delivered to the paying agent an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the legal defeasance under
     Section 13(B) or the covenant defeasance under Section 13(C) (as the case
     may be) have been complied with.

     (E) Deposited Money and U.S. Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions

     Subject to the provisions of the disposition of unclaimed moneys contained
herein, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the paying agent pursuant to Condition 13(D) in respect
of the Outstanding Note shall be held in trust and applied by the paying agent,
in accordance with the provisions of these terms and conditions, to the payment,
either directly or through the paying agent (including the Company acting as its
own paying agent) as to the Holders of the Note of all sums due and to become
due thereon in respect of principal and interest, but such money and U.S.
Government Obligations need not be segregated from other funds except to the
extent required by law.

     (F) Reinstatement

     If the paying agent is unable to apply any money or U.S. Government
Obligations in accordance with Condition 13(E) by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
these Terms and Condition shall be revived and reinstated as though no deposit
had occurred pursuant to Section Condition 13(B) or 13(C), as the case may be,
until such time as the paying agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Condition 13(E); provided, however,
that no action taken in good faith by the Company after a deposit of money or
U.S. Government Obligations or both pursuant to Condition 13(E) and prior to the
revival and reinstatement of obligations under these Terms and Conditions
pursuant to this Condition 13(F) shall constitute the basis for the assertion of
an Event of Default pursuant to Condition 11; and provided, further, that if the
Company makes any payment of principal of or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Note to receive such payment from the money or U.S.
Government Obligations held the paying agent.

14. Replacement of Note

     As provided in Condition 1(E), should the Note be lost, stolen, mutilated,
defaced or destroyed, it may be replaced at the specified office of the Company
upon payment by the claimant of the expenses incurred in connection with the
replacement and on such terms as to evidence indemnity and security as the
Company and the Registrar may reasonably require. A mutilated or defaced Note
must be surrendered before a replacement will be issued.

                                       19

<PAGE>

15. Notices

     (A) Notices to the Noteholder will be valid if posted by ordinary mail to
the address of the holder on the Note Register with a written copy provided to
RP&C International, Limited. Any notice shall be deemed to have been given on
the date which is five Business Days after the date of posting. If posting of
notices as provided above is not practicable, notice will be given in such other
manner, and shall be deemed to have been given on such date, as the Company may
reasonably approve.

     (B) Any request, demand, authorization, direction, declaration, notice,
consent, waiver, Extraordinary Resolution or Act of Noteholders or other
document provided or pertained by these Terms and Conditions (herein
collectively called "Notice") to be made upon, given or furnished to, or filed
with the Company by any Noteholder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing to or with the Company addressed to it at the address of its
principal office which shall initially be: Harken Energy Corporation, 580
WestLake Park Boulevard, Suite 600, Houston, Texas 77079, Attention: Mikel D.
Faulkner, Chairman of the Board and Chief Executive Officer Tel. (281) 504-4000,
Fax, (281) 504-4100; with a copy to A. Wayne Hennecke, Senior Vice
President-Finance and Secretary: Tel. (281) 504-4040, Fax. (281) 504-4110.

16. Acts of Noteholders, Meetings of Noteholders

     (A) Any Extraordinary Resolution, request, demand, authorization,
direction, declaration, notice, consent, waiver or other action provided by
these Terms and Conditions to be given or taken by Noteholders may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such Noteholders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of these Terms and Conditions and conclusive in favor of the Company, if
made in the manner provided in this Condition.

     (B) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to such witness, notary public or other such officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than such signer's individual capacity, such certificate or affidavit
shall also constitute sufficient proof of authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Company
deems sufficient.

     (C) Any Extraordinary Resolution, request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holders of any Note shall
bind every future Holder of the same Note and the Holder of every Note issued
upon conversion thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done the Company or any paying or
conversion agent in reliance thereon, whether or not notation of such action is
made upon such Note.

     (D) The Noteholders may convene a meeting at any time and from time to time
to consider any matter affecting the Holders of the Note, including the
modification of the Terms and Conditions and to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this these Terms and Conditions to be made, given or taken by
Holders of the Note.

                                       20

<PAGE>

     (E) Notice of every meeting of the Holders of the Note, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given in the manner provided in Condition 15,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

     (F) To be entitled to vote at any meeting of Holders of the Note, a Person
shall be (i) a Holder of one or more Outstanding Notes, or (ii) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Notes by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Noteholders shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Company, and their respective counsel.

     (G) The quorum at any meeting for passing any Extraordinary Resolution will
be one or more Persons present holding or representing 50% or more in principal
amount of the Outstanding Note as of the date of the meeting, or at any
adjourned such meeting one or more Persons present whatever the principal amount
of the Note held or represented by such Person and the vote required for passing
an Extraordinary Resolution at such meeting will be not less than a majority of
the principal amount of the Outstanding Note and represented at such meeting or
adjournment thereof; provided, that at any meeting, the business of which
includes the modification of the provisions of the Terms and Conditions and the
provisions of these Terms and Conditions, the necessary quorum and vote required
for passing an Extraordinary Resolution will be one or more Persons present
holding or representing not less than a majority, or at any adjourned such
meeting not less than one-third, of the principal amount of the Outstanding
Note. An Extraordinary Resolution passed at any meeting of the Holders of the
Note will be binding on all Holders of the Note, whether or not such Noteholders
are present at the meeting.

17. Amendments to Terms and Conditions

     (A) Amendments with Consent of Noteholders

     With the consent of the Holders of a majority in principal amount of the
Note Outstanding, the Company, when authorized by a Board Resolution, may amend
these Terms and Conditions for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions hereof or of
modifying in any manner the rights of the Noteholders hereunder; provided,
however, that no such amendment shall, without the consent of the Holder of each
Outstanding Note affected thereby:

          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Note, or reduce the principal amount
     thereof or the rate of interest thereon, or change the coin or currency in
     which any Note or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment after the Stated
     Maturity thereof (or, in the case of redemption, on or after the Redemption
     Date), or

          (2) reduce the percentage in principal amount of the Outstanding Note,
     the consent of whose Holders is required for any amendment of these terms
     and conditions, or the consent of whose Holders is required for any waiver
     of compliance with certain provisions of these Terms and Conditions or
     certain defaults hereunder and their consequences provided for herein, or

          (3) modify any of the provisions of Condition 11(K), except to
     increase any such percentage or to provide that certain other provisions of
     these Terms and Conditions be modified or waived without the consent of the
     Holder of each Outstanding Note affected thereby, or

          (4) modify any of the provisions of these Terms and Conditions
     relating to the subordination of the Note in a manner adverse to the
     Holders thereof, or

                                       21

<PAGE>

          (5) modify any of the provisions of these Terms and Conditions
     relating to Conversion Rights or redemption rights.

     It shall not be necessary for any Act of Noteholders under this Section to
approve the particular form of any proposed amendment to the Terms and
Conditions, but it shall be sufficient if such Act shall approve the substance
thereof.

     (B) Effect of Amendments

     Upon the entering into of an amendment of these Terms and Conditions
pursuant to the terms hereof, these Terms and Conditions shall be modified in
accordance therewith, and amendment shall form a part of these Terms and
Conditions for all purposes; and every Holder of Note theretofore or thereafter
delivered hereunder shall be bound thereby.

18. Governing Law

     The Note, including these Terms and Conditions, are governed by, and will
be construed in accordance with, the laws of the State of New York.

19. Definitions of Certain Terms

     "Act," when used with respect to any Noteholder, has the meaning specified
in Condition 16.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person and the terms "controlling" and "controlled"
have meanings correlative to the foregoing.

     "Authorized Denomination" means U.S. $10,000, or an integral multiple of
U.S. $10,000 in excess thereof.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is a day on which banking institutions in the City of New York, New York,
Houston, Texas, and London, England are not authorized or obliged by law,
regulation or executive order to close.

     "Capitalized Lease Obligation" means the amount of the liability under any
capital lease that, in accordance with GAAP, is required to be capitalized and
reflected as a liability on the balance sheet of the relevant Person.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted or, if at any time after the date of the initial issuance of
the Note, such Commission is not existing, then the body performing similar
duties at such time.

     "Common Stock" means, with respect to any Person, any and all shares,
interests, participation and other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the date of the initial issuance of the Note, and includes, without
limitation, all series and classes of such common stock.

     "Company" means Harken Energy Corporation, until a successor Person shall
have become such pursuant to the applicable provisions of these Terms and
Conditions, and thereafter "Company" shall mean such successor Person.

                                       22

<PAGE>

     "Conversion Date" means the Business Day during the Conversion Period on
which the Conversion Right is exercised by delivery to the Company of the Note
surrendered for conversion and the completed notice of a Noteholder's intention
to exercise its Conversion Right (as set forth in Exhibit A hereto) with respect
to any Note.

     "Conversion Period" means, with respect to the Note, the period which
begins after the earlier to occur of (I) the close of the effective date of a
Registration Statement filed by the Company with the Commission with respect to
the Shares or (II) the date such Shares may be sold pursuant to the exemption
from registration under the Securities Act provided by Rule 144 or other
exemption from registration under the Securities Act, and ends upon the earliest
to occur of (A) the second Business Day prior to the later of June 30, 2006, or
the date on which all principal and interest on the Note is repaid in full, or
(B) if such Note shall have been called for redemption pursuant to Condition 7
of these Terms and Conditions, the close of the second Business Day prior to the
Redemption Date.

     "Conversion Price" means, in respect of a Conversion Right, initially U.S.
$0.40, provided, however, that the Conversion Price shall be permanently reset
on February 2, 2004, to a price equal to 115% of the average of the Market Price
of the Common Stock over the twenty (20) consecutive Stock Exchange Business
Days immediately prior to February 2, 2004; provided further, however, that the
Conversion Price as so determined shall not exceed U.S. $0.50, nor shall be less
than $0.105. In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and, conversely, in case
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

     "Conversion Right" means the right of a Holder of any Note to convert such
Note into Conversion Shares.

     "Conversion Shares" means the Shares into which the Note are convertible.

     "Corporation" includes corporations, limited liability companies, limited
and general partnerships, associations, joint-stock companies and business
trusts.

     "Default Rate" means, with respect to the Note, ten percent (10%) per
annum.

     "Effective Date" means the first Business Day following the date upon which
the Commission declares to be effective a registration statement filed by the
Company pursuant to the Securities Act relating to the Conversion Shares.

     "Extraordinary Resolution" means a resolution passed at a meeting of the
Noteholders duly convened and held in these Terms and Conditions or otherwise
adopted in accordance with these Terms and Conditions.

     "Federal Bankruptcy Code" means the Bankruptcy Act or Title 11 of the
United States Code, as amended from time to time.

     "Freely Tradable" means, with respect to the Note and the Conversion
Shares, that under the Securities Act the holders thereof may then offer and
sell any amount of such outstanding securities to the public in the United
States without restrictions in transactions that are not brokers' transactions
(as defined in the Securities Act) either (i) pursuant to an effective
registration statement then in effect or (ii) pursuant to Rule 144(k). For
purposes of determining whether such securities are Freely Tradable, it shall be
assumed that no person that directly, or indirectly

                                       23

<PAGE>

through one or more intermediaries, controls, or is controlled by, or is under
common control with, the Company has ever held such securities from and after
their issuance.

     "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, as applied from time to
time by the Company and its Subsidiaries in the preparation of its financial
statements.

     "Guaranty" means all obligations of any Person (other than endorsements in
the ordinary course of business of negotiable instruments for deposit or
collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation, of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including without
limitation all obligations incurred through an agreement, contingent or
otherwise, by such Person: (i) to purchase such Indebtedness or obligation or
any Property or assets constituting security therefor, or (ii) to advance or
supply funds (1) for the purchase or payment of such Indebtedness or obligation,
or (2) to enable the recipient of such funds to maintain certain financial
conditions (e.g. agreed amount of working capital) under loan or similar
documents, or (iii) to lease Property or to purchase securities or other
Property or services primarily for the purpose of assuring the owner of such
Indebtedness or obligation of the ability of the primary obligor to make payment
of the Indebtedness or obligation, or (iv) otherwise to assure the owner of the
Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under these Terms and
Conditions, a Guaranty in respect of any Indebtedness shall be deemed to be
Indebtedness equal to the principal amount and accrued interest of such
Indebtedness which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

     "Holder or Noteholder" means a Person in whose name a Note is registered in
the Note Register.

     "Indebtedness" of any Person means and includes all present and future
obligations of such Person, which shall include all obligations (i) which in
accordance with generally accepted accounting principles in the United States
shall be classified upon a balance sheet of such Person as liabilities of such
Person, (ii) for borrowed money, (iii) which have been incurred in connection
with the acquisition of Property (including, without limitation, all obligations
of such Person evidenced by any debenture, bond, note, commercial paper or other
similar security, but excluding, in any case, obligations arising from the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection), (iv) secured by any Lien existing on Property owned by
such Person, even though such Person has not assumed or become liable for the
payment of such obligations, (v) created or arising under any conditional sale
or other title retention agreement with respect to Property acquired by such
Person, notwithstanding the fact that the rights and remedies of the seller,
lender or lessor under such agreement in the event of default are limited to
repossession or sale of such Property, (vi) which are Capitalized Lease
Obligations, (vii) for all Guaranties, whether or not reflected in the balance
sheet of such Person and (viii) which are all reimbursement and other payment
obligations (whether contingent, matured or otherwise) of such Person in respect
of any acceptance or documentary credit. Notwithstanding the foregoing,
Indebtedness shall not include (i) Indebtedness incidental to the operation of
the business of the Person in the ordinary course and in the aggregate not
material to the business and operations of the Person, (ii) Indebtedness for
which the Company or any of its Subsidiaries are the sole obligors and obligees,
and (iii) Indebtedness represented by purchase, rental or lease obligations not
to exceed $1,000,000 in any period of 12 months for any Person and its
Subsidiaries.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Note.

     "Issue Date" means the date of the initial issuance of the Note.

     "Lien" means any mortgage, charge, pledge, lien, security interest or
encumbrance of any kind whatsoever, including any interest in Property securing
an obligation owed to, or a claim by, a Person other than the owner of the
Property, whether such interest is based on the common law, statute or contract,
and including but not limited to the

                                       24

<PAGE>

security interest lien arising from a mortgage, encumbrance, pledge, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes.
The term "Lien" shall include reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases and other
title exceptions and encumbrances affecting Property. For the purposes of these
Terms and Conditions, the Company or its Subsidiary shall be deemed to be the
owner of any Property which it has acquired or holds subject to a conditional
sale agreement, financing lease or other arrangement pursuant to which title to
the Property has been retained by or vested in some other Person for security
purposes.

     "Majority Holders" means the Holders of a majority of the principal amount
of the Note Outstanding.

     "Market Price" means the daily closing sale price of the Shares for a Stock
Exchange Business Day on a Stock Exchange. If the Common Stock is not quoted on
any Stock Exchange, then the Market Price shall be for any particular day shall
be calculated promptly at the Company's expense by a reputable investment bank
selected by the Company.

     "Maturity," when used with respect to any Note, means the date on which the
principal of such Note becomes due and payable as therein or herein provided,
whether at the Stated Maturity or the Redemption Date and whether by declaration
of acceleration, call for redemption or otherwise.

     "Note Register" means the register maintained by the Company for the
registration and transfer of the Note.

     "Outstanding," when used with respect to the Note, means, as of the date of
determination, the Note theretofore issued, except: (1) such part of the Note
heretofore cancelled by the Company or delivered to the Company for
cancellation; (2) such part of the Note for whose payment or redemption money in
the necessary amount has been theretofore deposited any paying agent (other than
the Company) in trust or set aside and segregated in trust by the Company (if
the Company shall act as its own paying agent) for the Holders of the Note;
provided that, if the Note is to be redeemed, notice of such redemption has been
duly given or provision therefor satisfactory to a Paying Agent has been made;
(3) Note, except to the extent provided in Conditions 13 (B) and 13(C), with
respect to which the Company has effected defeasance and/or covenant defeasance
as provided in Condition 13; and (4) such part of the Note which has been paid
pursuant to or in exchange for or in lieu of which other Notes have been issued,
however, that in determining whether the Holders of the requisite principal
amount of Outstanding Notes have taken any Act or given or made any
Extraordinary Resolution, any Note owned by the Company or any other obligor
upon the Notes or any Affiliate of the Company (other than Persons whose
Affiliate relationship arises solely from ownership of Conversion Shares) or
such other obligor shall be disregarded and deemed not to be Outstanding.

     "Paying Agent or "paying agent" " means any Person (including the Company
acting as paying agent) authorized by the Company to pay the principal of or
interest on the Note on behalf of the Company. The Company will initially act as
the paying agent.

     "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participation or other equivalents (however designated) of such
Person's preferred or preference stock whether now outstanding or issued on or
after the date of the initial issuance of the Note, and includes, without
limitation, all classes and series of preferred or preference stock.

                                       25

<PAGE>

     "Presentation Date" means the date on which a Note is presented by a
Noteholder for payment of principal or, if such date is not a Business Day, the
next date which is a Business Day.

     "Property" or "Properties" means any kind of property or asset, whether
real, personal or mixed, or tangible or intangible, and any interest therein.

     "Record Date" means the 15th day preceding each Interest Payment Date
whether or not a Business Day.

     "Redemption Date," when used with respect to the Note to be redeemed, in
whole or in part, means the date fixed for such redemption by or pursuant to
these Terms and Conditions.

     "Redemption Price," when used with respect to the Note to be redeemed,
means the price at which it are to be redeemed pursuant to the terms hereof,
plus accrued and unpaid interest to, but excluding, the Redemption Date.

     "Relevant Date" means the date on which the payment first becomes due;
provided, that if the full amount of the money payable has not been received by
the paying agent on or before the due date, it shall mean the date on which, the
full amount of the money having been so received, notice to that effect shall
have been duly given to the Noteholders by the Company in accordance with
Condition 15.

     "Rule 144A" means Rule 144A, as amended, promulgated by the Commission
pursuant to the Securities Act.

     "Rule 144" means Rule 144, as amended, promulgated by the Commission
pursuant to the Securities Act.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated from time to time by the Commission pursuant
thereto.

     "Shares" means the common stock, par value U.S. $0.01, of the Company (and
all other (if any) shares or stock resulting from any sub-division,
consolidation or reclassification of such shares).

     "Stated Maturity," when used with respect to any Indebtedness or any
installment of principal thereof or interest thereon, means the date specified
in such Indebtedness as the fixed date on which the principal of such
Indebtedness or such installment of principal or interest is due and payable.

     "Stock Exchange" means any United States national or regional stock
exchange or quotation service such as NASDAQ National Market System or any
similar quotation service maintained by the National Quotation Bureau or any
successor thereto.

     "Stock Exchange Business Day" means any day (other than a Saturday or
Sunday) on which the a Stock Exchange is open for business.

     "Subordinated Obligation" means any Indebtedness of the Company outstanding
on such date which is contractually subordinate or junior in right of payment to
the Note.

     "Subsidiary" of any Person means any Corporation of which at least a
majority of the shares of stock having by the terms thereof ordinary voting
power to elect a majority of the Board of Directors of such Corporation
(irrespective of whether or not at the time stock of any other class or classes
of such Corporation shall have or might have voting power by reason of the
happening of any contingency) is directly or indirectly owned or controlled by
the Person.

                                       26

<PAGE>

     "U.S. Government Obligations" means securities that are (x) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

                                       27

<PAGE>

                                   SCHEDULE A

                          Principal Amount of this Note

         The aggregate principal amount of this Note is as shown by the latest
entry made by or on behalf of the Company in the fourth column below. Reductions
in the outstanding principal amount of this Note following redemption,
conversion into shares of Common Stock, or the purchase and cancellation of
parts of the Note are entered in the second and third columns below.

<TABLE>
<CAPTION>

                                                                 Outstanding     Notation made by or on
                        Reasons for change in                      principal     Behalf of the Company
                           The outstanding                      amount of this      (other than in
                         principal amount of      Amount of     Note following   respect of the initial
         Date                 the Note           Such change     such Change        principal amount
--------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>              <C>              <C>
..        , 2003             Not applicable       Not applicable                     Not applicable
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
</TABLE>

                                       28

<PAGE>

                                   SCHEDULE B

                    Interest Payments in respect of the Note

The following payments of interest in respect of the Note have been made:

<TABLE>
<CAPTION>
                          Amounts of interest                                  Notation made by and on
      Date made             Due and payable        Amount of interest paid      behalf of the Company
------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                         <C>
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
</TABLE>

                                       29

<PAGE>
                                   SCHEDULE C

                                FORM OF TRANSFER

FOR VALUE RECEIVED, [ . ] being the registered holder of this Note hereby
transfers to [ . ] of [ . ] U. S. $[ . ] in principal amount of the U.S.
$880,000 (the "Note") of HARKEN ENERGY CORPORATION (the "Issuer") and
irrevocably requests and authorizes the Issuer in its capacity as registrar in
relation to the Note to effect the relevant transfer by means of appropriate
entries in the register kept by it.

Dated:



By:
   -------------------------------
         (duly authorized)


In connection with any transfer of this Note, the undersigned confirms that
documents are being furnished to the registrar which comply with the conditions
of transfer set forth in this Note.

The registrar shall not be obligated to register this Note in the name of any
Person other than the Holder hereof unless and until the conditions to any such
registration of transfer set forth herein have been satisfied.

Note

The name of the Person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the face
of this Note.

     (1)  A representative of such registered holder should state the capacity
          in which he signs, e.g. executor.

     (2)  The signature of the Person effecting a transfer shall conform to any
          list of duly authorized specimen signatures supplied by the registered
          holder or be certified by a recognized bank, notary public or in such
          other manner as the registrar may require.

     (3)  Any transfer of the Note shall be in an amount equal to U.S. $10,000
          or any integral multiple of U.S. $10,000 in excess thereof.

                                       30

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                                                                   EXHIBIT 10.3

                                    EXHIBIT A

                           HOLDER'S CONVERSION NOTICE

To: [Conversion Agent]

     The undersigned Holder of the 7% Senior Convertible Note Due 2006 Series A
(the "Note") in the aggregate principal amount of U.S. $_____________ tendered
herewith hereby irrevocably exercises the option to convert such Note(s) into
shares of Common Stock in accordance with the Terms and Conditions of the Note
relating to the issuance by Harken Energy Corporation of an aggregate of U.S.
$880,000 of the Note and directs that the Conversion Shares issuable and
deliverable upon such conversion be issued and delivered to the undersigned in
the name and at the address set forth below.

     If the Conversion Shares are to be issued in the name of a Person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith a certificate in proper form
certifying that the applicable restrictions on transfer have been complied with.

     All terms used and not otherwise defined herein have the respective
meanings set forth in the Terms and Conditions.

     DATE: _____________________

                                           -----------------------------------
                                           Name of Holder

                                           -----------------------------------
                                           Signature(s) of Holder

Address for Delivery
of Share Certificates

                                           -----------------------------------

                                           -----------------------------------

                                           -----------------------------------

Name for Registration
of Share Certificates (if
Different than Holder):

                                           --------------------------------

                                      A-1