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                                                                   EXHIBIT 10.45

                            HARKEN ENERGY CORPORATION

                       WAIVER OF CHANGE IN CONTROL PAYMENT

         Reference is made to that certain Amended and Restated Agreement
regarding Compensation In the Event of a Change In Control, dated as of the 2nd
day of April, 2001 (the "Agreement"), by and between HARKEN ENERGY CORPORATION,
a Delaware corporation (the "Company"), and MIKEL D. FAULKNER, an individual
("Executive"). Capitalized terms not defined herein shall have the meaning
assigned to them in the Agreement.

         WHEREAS, pursuant to Section 9(b) of the Agreement, the Agreement may
be amended, changed, supplemented, waived or otherwise modified by a written
agreement signed by the Company and Executive.

         WHEREAS, the Company proposes to (i) issue approximately $1.6 million
in principal amount of the Company's 7% Senior Convertible Notes due 2006,
Series A, in exchange for approximately $2 million in principal amount of the
Company's 5% Senior Convertible Notes due 2003, and (ii) provide for a related
put option in favor of the investor and a call option in favor of the Company
(such actions collectively referred to as the "Proposed Transactions").

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree as
follows:

Waiver

         1. Pursuant to Section 1 of the Agreement, Executive was granted the
right to receive a Change of Control Payment in the event a Change of Control
event occurs and Executive is at that date in the current employ of the Company.
Executive, by his signature below, hereby waives his right to receive a Change
of Control Payment, if any such right would exist, with respect to (i) the
Proposed Transactions and any events occurring as a direct result of the
Proposed Transactions, and (ii) any transactions consummated prior to the date
hereof.

Entire Agreement

         2. This agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof.

Governing Law

         3. This agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without giving effect to the principles of
conflicts of law thereof.

Counterparts

         4. This agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which, taken together, shall constitute
one and the same agreement. This agreement shall not be effective as to any
party hereto until such time as this agreement or a counterpart thereof has been
executed and delivered by each party hereto.

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Severability

         5. Whenever possible, each provision or portion of any provision of
this agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision or portion of any provision of this
agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, then such invalidity, illegality
or unenforceability will not affect any other provision of portion of any
provision in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

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         IN WITNESS WHEREOF, the parties have caused this agreement to be duly
executed on February 10, 2003.

                                    EXECUTIVE

                                    /s/ Mikel D. Faulkner
                                    --------------------------------------------
                                    Name:  Mikel D. Faulkner

                                    HARKEN ENERGY CORPORATION

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

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