Concession and Lease Purchase Agreement - Paroo Petroleum (USA) Inc. and Harken Energy Corp.


                    CONCESSION AND LEASE PURCHASE AGREEMENT

         This CONCESSION AND LEASE PURCHASE AGREEMENT, (the 'Agreement') is
entered into effective as of March 31, 1995, (the 'Effective Time') by  and
between PAROO PETROLEUM  (USA), INC., a Delaware corporation (herein called
'Seller'), and HARKEN ENERGY CORPORATION, a Delaware corporation (herein called
'Purchaser').

                                    RECITALS

         WHEREAS, pursuant to that certain Concession Purchase Agreement (the
'Acquisition Agreement') and that certain Joint Operations Agreement (the
'JOA') each dated effective as of August 1, 1988, by and among Seller (and
others) and Chuska Energy Company, Seller acquired a Participating Interest in
the Concession Properties (hereafter defined), including, without limitation,
those Concession Properties described on Exhibit 'A' attached hereto.

         WHEREAS, Seller owns an undivided interest, beneficially, in and to
those certain oil and gas leases described on Exhibit 'B' attached hereto (the
'BIA Leases').

         WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, all of Seller's right, title and interests in and to the
Concession Properties and the BIA Leases.

         NOW, THEREFORE, for and in consideration of the premises, of the
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
parties agree as follows:

         1.      Definitions.  For purposes of this Agreement, unless otherwise
defined herein, capitalized terms set forth in this Agreement shall have the
meaning ascribed to them in the Acquisition Agreement.

         2.      Purchase and Sale.  Subject to the terms and conditions
hereinafter set forth, Purchaser shall purchase from Seller, and Seller  shall
sell, assign, transfer, grant, convey and deliver to Purchaser, effective as of
the Effective Time, free and clear of all mortgages, liens, pledges, security
interests, charges, claims, restrictions, and encumbrances created by, through
or under Seller, but not otherwise, the following:

                 (a)      Concession Properties.  All of Seller's right, title
and interest in and to the properties described in Section 2 of the Acquisition
Agreement (all of Seller's right, title and interest in all of such property is
herein called the 'Concession Property'), such property to include, without
limitation, Seller's right, title and interest, if any, in and to the
following:

                          (i)     Seller's interest in the Concession Property
described or referred to on Exhibit 'A' hereto;

                          (ii)    Seller's interest in the JOA and all rights
of Seller created under or by virtue of the JOA;  and





                                       1

                          (iii)   Seller's interest in all other properties,
assets, rights or interests owned by Seller under or pursuant to the
Acquisition Agreement and/or the JOA, regardless of whether such properties,
assets or interests are described or referred to on Exhibit 'A' attached
hereto.

                 (b)      BIA Leases.  All of Seller's right, title and
interest in and to the BIA Leases, together with any and all producing,
non-producing and shut-in oil and gas wells, salt water disposal wells, water
wells, injection wells, and all other wells attributable to Seller's right,
title and interest in the BIA Leases, all equipment, rights- of-way, easements,
appurtenances, contract rights, personal property, and hydrocarbons located on
or used in connection with Seller's right, title and interest in the BIA
Leases.

         All of Seller's right, title and interest in the Concession Properties
and the BIA Leases are herein collectively called the 'Properties'.

         Notwithstanding anything to the contrary, Purchaser agrees to and
shall assume and pay, perform and discharge when due all liabilities and
obligations of Seller relating to the Properties, other than the liabilities
and costs set forth in Section 10 hereof.

         3.      Purchase Consideration.   Seller and Purchaser agree that the
purchase consideration to be paid by Purchaser at the Closing of this Agreement
for the Properties (the 'Purchase Price') shall be 534,000 newly issued shares
of Purchaser's common stock, par value $.01 per share, (the 'Purchaser Common
Stock') and three hundred thousand dollars US (US $300,000) (the 'Purchase
Cash').

         4.      No Adjustment to Purchase Price.  There shall be no adjustment
made to the Purchase Price, no right of look back or audit by either Seller or
Purchaser following the Closing.  Any and all proceeds and revenues which have
not been distributed by Purchaser on or before the date of  Closing shall be
retained by Purchaser as part of the Properties.  Seller shall have no right,
title nor call to any undistributed revenues.  Any and all proceeds and
revenues which have been distributed by Purchaser to Seller on or before the
date of Closing shall be retained by Seller and shall not be a part of the
Properties.  Purchaser shall have no right, title nor call to any distributed
revenues.  Any and all revenues or other disbursements relating to the
Properties which may be received by the Seller after the date of Closing, shall
be immediately returned and paid over by the Seller to the Purchaser.

                 Except as set forth in Section 10 hereof, any and all costs,
billings, obligations, cash calls or other liabilities which have accrued or
arisen, whether invoiced by Purchaser to Seller or  not, shall be and are
hereby assumed by Purchaser and Seller shall thereafter have no obligation or
liability therefor.

         4.A.    Allocation of Taxable Income and Expenses for CHAP Venture.
Seller's interest in the Properties is operated by a joint venture known as the
CHAP Venture which reports its income and losses as a partnership for federal
income tax purposes.  Seller and Purchaser are both Venturers of the CHAP
Venture.   The sale by Seller of its entire interest in the CHAP Venture
contemplated





                                       2

by this Agreement permits Purchaser and Seller, by agreement, to estimate
(using any reasonable method) the pro rata part of the Seller's share of
distributive items described in the Internal Revenue Code of 1986, as amended
(the 'Code'), Section 702(a), which Seller would have included in taxable
income had it remained a Venturer until the end of the CHAP Venture's taxable
year.  Consequently, the allocation of the CHAP Venture items of income and
expense attributable to Seller's interest for federal income tax purposes for
the 1995 tax year between Seller and Purchaser may be based on any reasonable
method.  Through the Effective Time, the CHAP Venture has received certain
amounts of income attributable to Seller's interest which have not, and
pursuant to  Section 4 of this Agreement will not, be distributed to Seller.
In addition, Seller has made certain cash contributions to the CHAP Venture in
response to CHAP Venture cash calls.  Paragraph 6(a) of the Tax Partnership
Agreement ('TPA') for the CHAP Venture allocates income from the sale of oil
and gas to the Venturers according to their respective contributions to the
costs and expenses to which the items relate.   Based on the foregoing, Seller
and Purchaser agree that the CHAP Venture items described in Code Section
702(a) for the 1995 tax year with respect to the Seller's interest will be
allocated as follows:

         1.      Seller will be allocated income from the CHAP Venture equal to
the amount of  the  cash distributions (arising from CHAP Venture sales made
during the 1995 tax year) from the CHAP Venture actually received by Seller
prior to Closing.

         2.      Seller will be allocated deductions from the CHAP Venture
equal to the amounts of cash contributions made by Seller with respect to the
cash calls prior to Closing.

         3.      Except as provided in 1 and 2, Purchaser will be allocated all
items of income, gain, loss, deduction and credit attributable to Seller's
interest in the CHAP Venture.

         5.      Registration Rights.

                 (a)      Certain Definitions.     As used in this Section 5,
the following terms shall have the following respective meanings:

                          (i)     'Commission' means the Securities and
Exchange Commission, or any other federal agency at the time administering the
Securities Act of 1933, as amended (the 'Act').

                 (ii)     'Registration Statement' means the Registration
Statement filed by Purchaser with the Commission for a public offering and sale
of securities of Purchaser pursuant to this Section, but shall not include a
Registration Statement on Form S-8 or Form S-4, or any other registration
statement filed by Purchaser with the Commission covering only securities
proposed to be issued in exchange for securities or assets of another
corporation, or in connection with any benefit or compensation plan of the
Purchaser.

                 (iii)    'Registerable Shares' means the shares of Purchaser
Common Stock acquired by Seller pursuant to the terms of this Agreement, and
shall include any other shares of common





                                       3

stock of Purchaser issued in respect of such shares (whether because of stock
splits, stock dividends, reclassifications, recapitalizations, or similar
events affecting Purchaser); provided, however, that shares of common stock of
Purchaser which are Registerable Shares shall cease to be Registerable Shares
upon any sale pursuant to a Registration Statement under this Section 5, or any
other disposition by Seller of less than all of the shares of common stock of
Purchaser received by Seller pursuant to a private sale or other disposition,
including all dispositions of the common stock by Seller pursuant to Section
4(1) and Rule 144 of the Act, it being the expressed intentions of the parties
hereto that the registration rights contained herein may only be assigned by a
Seller in connection with any private sale or other transaction agreed to by
Seller subsequent to the date hereof if all of Seller's Registerable Shares are
sold or otherwise transferred pursuant to such transaction.

                 (b)      Sale or Transfer of Shares; Legend.

                          (i)     The Registerable Shares and shares issued in
respect of the Registerable Shares shall not be sold or transferred unless
either (A) they first have been registered under the Act, or (B) Purchaser
first shall have been furnished with an opinion of Sewell & Riggs, a
Professional Corporation,  or other legal counsel, reasonably satisfactory to
Purchaser, to the effect that such sale or transfer is exempt from the
registration requirements of the Act.

                          (ii)    All of the Registerable Shares of Purchaser
Common Stock shall bear the legend in the following form:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
         SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED
         OF UNLESS REGISTERED UNDER SUCH ACTS OR EXEMPTIONS FROM REGISTRATION
         ARE AVAILABLE. THE TRANSFER OF THE SHARES REPRESENTED BY THIS
         CERTIFICATE IS RESTRICTED UNDER THE CONCESSION AND LEASE PURCHASE
         AGREEMENT DATED AS OF MARCH 31, 1995 BY AND AMONG PAROO PETROLEUM
         (USA), INC., AND HARKEN ENERGY CORPORATION.  A COPY OF SUCH AGREEMENT
         MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD
         HOLDER OF THE CERTIFICATE TO HARKEN ENERGY CORPORATION.

                 (c)      Demand Registration.

                          (i)     Right to Demand Registration.  In the event
that Seller has not elected to participate in a Piggyback Registration pursuant
to which all of the Registerable Shares will be registered on terms and
conditions acceptable to Seller within ninety (90) days after the date of
Closing,  then Seller shall have the right at anytime thereafter up to two (2)
years following the date of Closing, to request a registration under the
Securities Act of the Seller's Registerable Shares.

                          (ii)    Request for Registration.   A request for a
Demand Registration shall specify  the number of Registerable Shares requested
to be registered.  Any registration requested pursuant to this subparagraph
(c)(ii) is referred to herein as a 'Demand Registration.'

                          (iii)   Number of Demand Registrations.   Seller will
be entitled under this





                                       4

Section 5(c), if applicable, to require one Demand Registration in which
Purchaser will pay all Registration Expenses (as hereinafter defined).  A
registration will not count as a Demand Registration unless and until it has
remained effective for 365 days or such shorter period as shall be required to
sell all of the securities registered pursuant thereto (but not before the
expiration of the applicable prospectus delivery period);  provided that in any
event Purchaser will pay all Registration Expenses in connection with any
registration initiated as a Demand Registration whether or not it has become
effective.

                          (iv)    Priority on Registrations.  Purchaser will
use reasonable efforts not to include in any Demand Registration any securities
which are not Registerable Shares without the prior written consent of the
holders of the Registerable Shares initially requesting such registration. If a
Demand Registration is an underwritten offering and the managing underwriters
advise Purchaser in writing that in their opinion the number of Registerable
Shares and, if permitted hereunder, other securities requested to be included
in such offering, exceeds the number of Registerable Shares and other
securities, if any, which can be sold in an orderly manner in such offering
within a price range acceptable to the holders of the Registerable Shares
initially requesting registration, Purchaser will include in such registration,
prior to the inclusion of any securities which are not Registerable Shares, the
number of Registerable Shares requested to be included which in the opinion of
such underwriters can be sold in an orderly manner within the price range of
such offering, pro rata among the respective holders thereof on the basis of
the amount of Registerable Shares requested by such holders to be included in
such registration.

                          (v)     Selection of Underwriters.    If any Demand
Registration is in the form of an underwritten offering, Purchaser will select
and retain the investment banker or investment bankers and manager or managers
that will administer the offering; provided, however, that such selection will
be subject to the approval of the holders of the Registerable Shares
participating in such registration, which shall not be unreasonably withheld.
Purchaser shall (together with all holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting.
If a holder of Registerable Shares disapproves of the terms of the
underwriting, such holder may elect to withdraw therefrom by written notice to
Purchaser and the managing underwriter.   The Registerable Shares so withdrawn
shall also be withdrawn from registration.

                 (d)      Piggyback Registrations.

                          (i)     Right to Piggyback.   Whenever Purchaser
proposes to register any of its securities under the Act for sale for cash and
the registration form to be used may be used for the registration of
Registerable Shares, Purchaser will give prompt written notice to all holders
of Registerable Shares of its intention to effect such a registration and will
include in such registration all Registerable Shares with respect to which
Purchaser has received written requests for inclusion therein within 15 days
after the receipt of Purchaser's notice (a 'Piggyback Registration').  If
Purchaser gives notice of such a proposed registration, the total number of
Registerable Shares which shall be included in such registration shall be
limited to such number, if any, as in the reasonable opinion of the manager of
such offering would not adversely affect the marketability or





                                       5

offering price of all of the securities proposed to be offered by Purchaser in
such offering;  provided however, if the holders of Registerable Shares having
registration rights upon a Piggyback Registration are not permitted to include
all of such Registerable Shares by reason of such determination by the manager
of the offering, the Registerable Securities to be included in the offering
shall be determined in accordance with subparagraphs (d)(iii) and (iv) below.
Notwithstanding the foregoing, Purchaser may, in its sole discretion and
without the consent of any holder of Registerable Shares, withdraw such
Registration Statement and abandon such proposed public offering.

                          (ii)    Piggyback Expenses.  The prorated
Registration Expenses of the holders of Registerable Shares will be paid by
Purchaser in all Piggyback Registrations.

                          (iii)   Priority on Primary Registrations.  If a
Piggyback Registration is a primary registration on behalf of Purchaser, and
the managing underwriters advise the company in writing that in their opinion
the number of securities requested to be included in such registration exceeds
the number which can be sold in an orderly manner in such offering within a
price range acceptable to Purchaser, Purchaser will include in such
registration (i) first, the securities Purchaser proposes to sell, (ii) second,
the Registerable Shares requested to be included in such registration, pro rata
among the holders thereof on the basis of the number of shares of such
Registerable Shares requested to be included in such registration by each such
holder, and (iii) third, other securities requested to be included in such
registration.

                          (iv)    Priority on Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary registration on behalf of
holders of Purchaser's securities, and the managing underwriters advise
Purchaser in writing that in their opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the holders
initially requesting such registration, Purchaser will use its reasonable
efforts to include in such registration (i) first, the securities the holders
initially requesting such registration propose to sell, and (ii) second, the
Registerable Shares requested to be included in such registration, pro rata
among the holders thereof on the basis of the number of shares of such
Registerable Shares requested to be included in such registration by each such
holder.

                 (e)      Holdback Agreement.  Each holder of Registerable
Shares agrees not to effect any public sale or distribution (including sales
pursuant to Rule 144 of the Act)  of any Registerable Shares, within seven days
prior to and during the 60-day period beginning on the date specified in
writing by Purchaser to the holder as being the intended effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration in
which Registerable Shares are included (except as part of such underwritten
registration),  unless the underwriters managing the registered public offering
otherwise agree.

                 (f)      Registration Procedures. Whenever the holders of
Registerable Shares have requested that any Registerable Shares be registered
pursuant to this Section, Purchaser will use reasonable efforts to effect the
registration and the sale of such Registerable Shares in accordance with the
intended method of disposition thereof, and pursuant thereto Purchaser will as
expeditiously





                                       6

as possible:

                          (i)     prepare and file with the Commission ( within
thirty days of receipt of a request for registration from Seller as
contemplated by Section 5(c)(ii) hereof) a Registration Statement on the
appropriate form with respect to such Registerable Shares and use best efforts
to cause such Registration Statement to become effective (provided that before
filing a Registration Statement or prospectus or any amendments or supplements
thereto, Purchaser will furnish to the counsel selected by the holders of the
Registerable Shares covered by such Registration Statement copies of all such
documents proposed to be filed, which documents will be subject to the review
of such counsel);

                          (ii)    prepare and promptly file with the Commission
such amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for a period of not less than 365 consecutive
days or such shorter period which will terminate when Registerable Shares
covered by such Registration Statement have been sold (but not before the
expiration of the applicable prospectus delivery period) and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the Seller thereof as
set forth in such Registration Statement;

                          (iii)   furnish to each seller of Registerable Shares
the number of copies of such Registration Statement, each amendment and
supplement thereto, the prospectus included in such Registration Statement
(including each preliminary prospectus) and such other documents as such seller
may reasonably request in order to facilitate the disposition of the
Registerable Shares owned by such seller;

                          (iv)    use its reasonable efforts to register or
qualify such Registerable Shares under such other securities or blue sky laws
of such jurisdictions within the United States as any seller reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registerable Shares owned by such seller (provided
that Purchaser will not be required to qualify generally to do business or file
any general consent to service of process in any jurisdiction where it  would
otherwise not be required to qualify or file but for this subparagraph);

                          (v)     notify each seller of such Registerable
Shares, at any time when a prospectus relating thereto is required to be
delivered under the Act, of the happening of any event as a result of which the
prospectus included in such Registration Statement contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and, at the
request of any such seller, Purchaser will prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registerable Shares, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein misleading;





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                          (vi)    use its reasonable efforts to cause all such
Registerable Shares to be listed on each securities exchange on which similar
securities issued by Purchaser are then listed and, if not so listed, to be
listed on the NASD automated quotation system and, if listed on the National
Association of Securities Dealers Automated Quotation System ('NASDAQ'), use
its reasonable efforts to secure designation of all such Registerable Shares
covered by such Registration Statement as a NASDAQ 'national market system
security' within the meaning of Rule 11Aa2-1 of the Commission or, failing
that, to secure NASDAQ authorization for such Registerable Shares and, without
limiting the generality of the foregoing, to arrange for at least one market
maker to register as such with respect to such Registerable Shares with the
NASD:

                          (vii)   provide a transfer agent and registrar (which
may be Purchaser) for all such Registerable Shares not later than the effective
date of such Registration Statement;

                          (viii)  enter into such customary agreements
(including underwriting agreements in customary form) and take all such other
actions as  the holders of the Registerable Shares being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registerable Shares (including, without limitation,
effecting a stock split or a combination of shares);

                          (ix)    make available for inspection by  any seller
of Registerable Shares, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records (reasonably requested), pertinent corporate documents and properties of
Purchaser as shall be reasonably necessary to enable them to exercise their due
diligence responsibility, and cause Purchaser's  officers, directors, employees
and independent accountants to supply all information reasonably requested by
any such seller, underwriter, attorney, accountant or agent in connection with
such Registration Statement; provided, however, each seller of Registerable
Shares agrees that information obtained by it as a result of such inspections
which is deemed confidential shall not be used by it as the basis for any
market transaction in securities of the Purchaser unless and until such
information is made generally available to the public and each such seller
shall cause any attorney, accountant or agent retained by such seller to keep
confidential any information so deemed;

                          (x)     otherwise use reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, an earnings
statement covering the period of at least 12 months beginning with the first
day of Purchaser's first full calendar quarter after the effective date of the
Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;

                          (xi)    permit any holder of Registerable  Shares,
which holder, in its reasonable judgment, might be deemed to be an underwriter
or a controlling person of Purchaser to participate in the preparation of such
registration or comparable statement and to make comments thereon;





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                          (xii)   in the event of the issuance of any stop
order suspending the effectiveness of a Registration Statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such Registration  Statement for
sale in any jurisdiction, Purchaser will use reasonable efforts promptly to
obtain the withdrawal of such order;

                          (xiii)  use reasonable efforts to cause such
Registerable Shares covered by such Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the Seller thereof to consummate the disposition of such
Registerable Shares;

                          (xiv)   use reasonable efforts to obtain a cold
comfort letter from the Purchaser's independent public accountants in customary
form and covering such matters of the type customarily covered by cold comfort
letters as the holders of the Registerable Shares being sold in such
registration reasonably request; and

                          (xv)    use reasonable efforts thereafter to cause
the Registerable Shares to qualify as 'margin stock' within the meaning of
Regulations G, T and U promulgated by the Federal Reserve Board.

                 (g)      Allocation of Registration Expenses.  Purchaser shall
be responsible for and pay all Registration Expenses (as defined below).
Seller shall only be responsible for and pay the following fees and expenses of
registration:

                          (i)     Underwriting discounts and selling
commissions attributable to the  sale of the Seller's Registerable Shares; and

                          (ii)    Fees and expenses of Seller's independent
legal counsel.

                          Notwithstanding the foregoing, if a registration is
withdrawn at the written request of Seller and if Seller elects in writing not
to have such registration counted as a registration requested under
subparagraph (c) of this Section, Seller shall pay all reasonable Registration
Expenses of such registration   For purposes of this Section 'Registration
Expenses' shall mean and include all fees and expenses incident to Purchaser's
performance of or compliance with this Section 5 (other than those specifically
payable by Seller pursuant to this subparagraph (g)), including, without
limitation, all registration and filing fees, listing fees, fees and expenses
of compliance  with securities or blue sky laws, printing and  engraving
expenses, messenger and delivery expenses, and fees and disbursements for
counsel, all independent certified public accountants, underwriters and any
others retained by Purchaser.

                 (h)      Certain Delays.  Purchaser shall have the right from
time to time and at anytime to defer for a period not to exceed 30 days, the
filing of any Registration Statement requested under Sections 5(c) or 5(d)
above if, in reasonable judgment of Purchaser's board of directors, such
registration would materially interfere with or materially and adversely affect
any





                                       9

then existing negotiations for financing arrangements of financing plans of
Purchaser, or any arrangement or plan of Purchaser, then pending or being
negotiated in good faith, relating to any acquisition, disposition, merger or
similar transaction.

         6.      Representations and Warranties of Seller.    The Seller
represents and warrants to Purchaser the following:

                 (a)      Seller is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted;

                 (b)      Seller has full power and authority under its
articles of incorporation and by-laws to conduct its business as presently
conducted and to perform its obligations under this Agreement.

                 (c)      This Agreement is a legal and binding obligation of
Seller, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency reorganization, moratorium and similar laws and
equitable principles relating to or limiting creditors' rights generally.

                 (d)      Seller owns a  11.625% Participating Interest in the
Concession Properties;  free and clear of all mortgages, liens, pledges,
security interests, charges, claims, and encumbrances of any nature whatsoever
that have been created by, through or under Seller, but not otherwise.

                 (e)      Seller owns its beneficial interest in BIA Leases
free and clear of all mortgages, liens, pledges, security interests, charges,
claims and encumbrances of any nature whatsoever that have been created by,
through, or under Seller, but not otherwise.

                 (f)      To Seller's knowledge, Seller has not received any
material prepayment respecting any of the Properties and Seller has not entered
into any agreement which contains a 'take or pay' clause or similar arrangement
that has obligated Seller to deliver oil, gas or other hydrocarbons at some
future time without then or thereafter receiving full payment thereof.   To
Seller's knowledge, Seller is not currently obligated to 'make up' any
deliveries of oil or gas to any third parties out of future production from any
of the Properties.

                 (g)      To Seller's knowledge, no suit, action or other
proceeding is pending before any court or governmental agency as of the date of
this Agreement of which Seller is a party and which might result in substantial
impairment or loss of any of Seller's title to any material part of the
Properties or the ability of any Seller to perform its obligations hereunder.

                 (h)      With respect to the 'Basic Documents' (defined
below), to Seller's knowledge and in all material respects:

                          (i)     Seller is not in breach or default with
respect to any of its material obligations pursuant to such Basic Documents, or
any regulations incorporated therein or governing





                                       10

same;

                          (ii)    Seller or any other party to any Basic
Documents has not given or threatened to give notice of any action to
terminate, cancel, rescind or procure a judicial reformation of any Basic
Documents or any provision thereof; and

                          (iii)   Subject to any requisite consents to
assignment or transfer of the Properties, the execution of this Agreement and
the consummation of the transactions contemplated hereby will not result in a
breach of, constitute default under, or result in a violation of the material
provisions of any Basic Document.

As used herein the term 'Basic Documents' shall mean the Acquisition Agreement,
the JOA, the BIA Leases, agreements in respect of or affecting the purchase,
sale gathering, delivery, compression, transferring, processing, marketing or
any other disposition of oil, gas or condensate produced from or attributable
to the Properties, unitization or pooling agreement and all other material
executory contracts relating to the Properties.

                 (j)      Seller has  been furnished with or has had access to
the information it has requested from Purchaser and has had an opportunity to
ask questions and receive answers from management of Purchaser.  Seller
acknowledges that it has received and had the opportunity to  review copies of
Purchaser's Annual Report on Form 10-K for the fiscal year ended December 31,
1994, Purchaser's Quarterly Reports on Form 10-Q for the quarters ended March
31, and June 30 and September 30, 1994 and its Proxy Statement dated April 22,
1994 (collectively referred to herein as the 'Purchaser SEC Filings').  Seller
is either (i) an 'accredited investor' (as defined in Rule 501(a) of the Act)
or (ii) alone, or together with a 'purchaser representative' (as defined in
Rule 501(h) promulgated pursuant to the Act),  has knowledge, experience and
skill in business and financial matters and with respect to investments in
securities so as to enable it to understand and evaluate the merits and risks
of the acquisition of the Purchaser Common Stock and to form an investment
decision with respect to such investment.  Seller agrees that each certificate
representing shares of Purchaser Common Stock issued pursuant to this Agreement
will contain the restrictive legend set forth in Section 5(b)(ii) hereof and
acknowledge that stop transfer instructions will be given to Purchaser's
transfer agent for the shares of Purchaser Common Stock.

         7.      Representations and Warranties of Purchaser.  Purchaser
represents and warrants to Seller the following:

                 (a)      Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

                 (b)      Purchaser has full power and authority to carry on
its business as presently conducted, to enter into this Agreement, to purchase
the Properties on the terms described in this Agreement, and to perform its
other obligations under this Agreement.

                 (c)      The execution, delivery and performance of this
Agreement and the





                                       11

transactions contemplated  hereby have been duly and validly authorized by all
requisite action on the part of Purchaser.

                 (d)      This Agreement is a legal and binding obligation of
Purchaser, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium and similar laws and
equitable principles relating to or limited creditors' rights generally.

                 (e)      Purchaser has incurred no liability, contingent or
otherwise, for brokers' or finders' fees relating to the transactions
contemplated by this Agreement for which Seller shall have any responsibility
whatsoever.

                 (f)      Purchaser is knowledgeable, competent, and
experienced in the oil and gas industry and has independently evaluated and
interpreted all information and data relating to the Properties prior to
entering into this Agreement, understands and is financially able to bear the
risk associated with the Properties, and has independently conducted all the
due diligence investigations and reviews of all technical, geological,
environmental and legal matters concerning the Properties as it deems necessary
prior to Closing.  Purchaser acknowledges that Seller has made no statements or
representations concerning the present or future value of anticipated income,
costs or profits, if any, to be derived from the Properties, and Purchaser has
relied solely upon its independent inspections, estimates, computations,
evaluations, reports, studies and knowledge of the Properties.

         8.      Survival of Representations and Warranties.  The
representation and warranties of Seller in Section 6 and the representations
and warranties of Purchaser in Section 7 shall survive the Closing for a period
of one (1) year from the Closing Date (as hereinafter defined).

         9.      Covenants of Purchaser.

                 (a)      Purchaser agrees to indemnify and hold Seller's
Indemnified Group as hereinafter defined) and any member thereof, harmless
from, and shall reimburse Seller and  its agents, directors, officers,
employees and predecessors in interest (collectively 'Seller's Indemnified
Group') with respect to all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses, including attorneys' fees and court costs,
including, without limitation, the environmental liabilities discussed in
Section 9(b) below (collectively the 'Claims'), arising out of, and/or
incurred, in connection with  the ownership, development and operation of the
Properties asserted against or incurred by any member of Seller's Indemnified
Group for any Claims for acts, events, omissions, occurrences or conditions
arising or occurring before or after the Effective Time, except for Seller's
Indemnified Claims as described in Section 10 hereof, regardless of whether
such Claims are founded in whole or in part upon the negligent acts or
omissions of any member of the Seller's Indemnified Group.

                 (b)      Without limiting the generality of the foregoing,
Purchaser agrees to indemnify and hold Seller's Indemnified Group and any
member thereof  harmless from, and shall reimburse Seller's Indemnified Group
and any member thereof, with respect to any and all fines,





                                       12

penalties, costs, clean-up charges, remediation expenses and assessments (other
than Seller's Indemnified Claims) levied or assessed against Seller's
Indemnified Group or any member thereof by any person, party or entity,
including, but not limited to, any local, state or federal government entity or
authority, together with any and all Claims of every kind or character, except
for Seller's Indemnified Claims, asserted against or incurred by Seller's
Indemnified Group or any member thereof at any time for any Claims for acts,
events, omissions, conditions or occurrences, except for Seller's Indemnified
Claims, arising or occurring before or after the Effective Time by reason of,
or arising from, the Properties or the presence, generation, transportation,
treatment, disposal or release of any hazardous substances or any other
environmental contamination regarding the Properties that arises or occurs
before or after the Effective Time in any manner, including but not limited to
the above-referenced presence of hazardous substance or any other environmental
contamination upon the Properties that arises or occurs after the Effective
Time, regardless of whether such Claims are founded in whole or in part upon
the negligent acts or omissions of Seller's Indemnified Group or any member
thereof, but excluding Seller's Indemnified Claims. For purposes of this
Section 9, 'hazardous substances' and 'environmental contamination' shall
include, without limitation, oil, gas and other hydrocarbons, radioactive
materials, including NORM, asbestos or asbestos containing materials,
polychlorinated biphenyls and any chemicals, materials, wastes or substances
defined as or included in the definition of 'hazardous substances,' 'hazardous
wastes,' 'hazardous materials,' 'toxic substances,' 'toxic pollutants,'
'contaminants,' or 'pollutants' or words of  similar import under any
environmental laws or regulations, ordinances, codes and policies, now in
effect or hereinafter enacted, and as such may be amended from time to time,
relating to the environment or human health or safety, including, without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C.  Section 9601 et seq., the
Hazardous Material Transportation Act, as amended, 49 U.S.C. Section 1801 et
seq., the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
Section 6901 et seq., Federal Water Pollution Control Act, as amended, 33
U.S.C. Section 1201 et seq., the Safe Drinking Water Act, 42 U.S.C. Section
3808 et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section
2601 et seq.,  and the Clean Air Act, as amended, 42 U.S.C. Section 7401 et
seq.

                 (c)      Purchaser hereby agrees, as of the Effective Time, to
assume, perform and comply with all of the provisions and obligations (express
or implied) that are attributable to the Properties or that are attributable to
acts, operations, omissions or conditions arising before or after the Effective
Time (except for Seller's Indemnified Claims), including, but not limited to:
all of the terms and conditions of the JOA, the BIA Leases and all applicable
and valid agreements, contracts and instruments, unit agreements, joint
operating agreements, pooling agreements, communitization agreements and
easements and rights-of-way respecting the BIA Leases;  all existing lease
burdens (including, but not limited to, royalties, overriding royalties,
production payments, net profits interest, carried working interest or similar
burdens);  and all duties imposed by governmental law, rule or regulation.

                 (d)      All covenants of Purchaser contained in this Section
9 shall survive Closing.

         10.     Covenants of Seller.   Seller  agrees to indemnify and hold
Purchaser harmless from, and shall reimburse Purchaser and its agents,
directors, officers, and employees (collectively





                                       13

'Purchaser's Indemnified Group') with respect to all Claims, including
attorneys' fees and court costs including, relating to, arising out of or in
connection with any of the following (the Claims set forth in subparagraphs (a)
and (b) below for which Seller shall indemnify Purchasers' Indemnified Group
are herein collectively called 'Seller's Indemnified Claims'):

                 (a)      All fines penalties, clean-up charges remediation
expenses and assessments levied or asserted against Purchasers'  Indemnified
Group by any local, state or federal government entity or authority by reason
of or arising from the clean-up or remediation of any hazardous substances or
any other environmental contamination that exists on or at the Aneth Gas Plant
as of the Effective Time, but only to the extent that any of the foregoing (i)
is not subject to indemnification by El Paso Natural Gas Company and (ii) is
based on or attributable to Seller's interest in the Aneth Gas Plant; and

                 (b)      All amounts, including interest, penalties and fines,
levied or asserted against Purchaser's Indemnified Group by reason of or
arising  from an investigation or audit by the Minerals Management Service
pending as of the Effective Time respecting the alleged underpayment of
royalties or other amounts payable to the Tribe under or pursuant to Tribal
Agreements or the BIA Leases, but only to the extent that such amounts are
based on or attributable to Seller's interest in the Properties.

         Notwithstanding any other provision of this Section 10, Seller shall
not be obligated to reimburse the Purchaser's Indemnified Group for any
Seller's Indemnified Claims until Seller has received invoices and related
backup documents sufficient to identify the item of cost, the amount of the
cost, the party to whom the cost was paid, Seller's share of such cost, why
such cost was incurred and that the amount of cost was reasonable in light of
all circumstances.  Seller may request and Purchaser shall provide to Seller
all information necessary to establish the foregoing to the reasonable
satisfaction of Seller and Purchaser.

         Notwithstanding the provisions of Section 4 of this Agreement to the
contrary, should Purchaser be reimbursed by El Paso Natural Gas Company, the
Minerals Management Service or any successor, assign or other party related
thereto for any item of cost related to Seller's Indemnified Claims, Seller
shall be entitled to Seller's Participating Interest (as defined in the Joint
Operations Agreement dated August 1, 1988) share of such reimbursement whether
the cost reimbursed was originally incurred by the CHAP Venture before or after
the Effective Time and Purchaser shall promptly remit Seller's share of such
reimbursement to Seller.

         All covenants of Seller contained in this Section 10 shall survive
Closing.

         11.     Seller's Conditions to Closing.  The obligations of Seller at
the Closing are subject, at the option of Seller, to the satisfaction at or
prior to the Closing that all representations and warranties of Purchaser
contained in this Agreement shall be true in all material respects at and as of
the Closing as if such representations and warranties were made at and as of
the Closing, and Purchaser shall have performed and satisfied all material
agreements in all material respects required by this Agreement to be performed
and satisfied by Purchaser at or prior to the Closing.





                                       14

         12.     Purchaser's Conditions.   The obligations of Purchaser at the
Closing are subject, at the option of Purchaser, to the satisfaction at or
prior to the Closing that all representations of Seller contained in this
Agreement shall be true in all material respect at and as of the Closing as if
such representations and warranties were made at and as of the Closing, and
Seller shall have performed and satisfied all material agreements in all
material respects required by this Agreement to be performed and satisfied by
Seller at or prior to the Closing.

         13.     Closing.   Unless the parties hereto mutually agree otherwise
and subject to the conditions stated in this Agreement, the Consummation of the
transactions contemplated hereby (herein called the'Closing' and the date of
which herein called the 'Closing Date') shall be held on or before May 15, 1995
at 12:00 noon, Dallas, Texas time.  The Closing shall be held at the office of
Purchaser or at such other place as Purchaser and Seller may agree in writing.

         14.     Closing Obligations.   At the Closing, the following events
shall occur, each being a condition precedent to the others and each being
deemed to have occurred simultaneously with the others.

                 (a)      Seller shall execute, acknowledge and deliver an
Assignment and Bill of Sale to Purchaser covering the Concession Properties in
the form (executed in sufficient counterparts to facilitate recording)
substantially set forth in Exhibit 'C' hereto.

                 (b)      Purchaser shall instruct and cause its transfer agent
to issue the Purchaser Common Stock to Seller as specified in Section 3 hereof.

                 (c)      Purchaser shall pay the Purchase Cash to Seller by
check or wire transfer as Seller shall request prior to Closing.


         15.     Obligations after Closing.

                 (a)      Sales Taxes and Recording Fees.  Purchaser shall pay
all sales taxes and assessments occasioned by the sale of the Properties, and
Purchaser shall pay all filing and recording fees required in connection with
the filing and recording of any assignments.

                 (b)      Further Assurances.  After Closing, Seller and
Purchaser shall execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered such instruments and take such other action as may
be reasonably necessary or advisable to carry out their obligations under this
Agreement  and under any document, certificate or other instrument delivered
pursuant hereto or required by law.  If at any time subsequent to the Closing,
either party comes into possession of money or property belonging to the other,
such money or property shall be promptly turned over to the party entitled
thereto.  If requested by Purchaser, after Closing Seller shall execute,
acknowledge and deliver a Declaration of Ownership in the form reasonably
satisfactory to Seller and Purchaser, to be executed in sufficient counterpart
for filing with (i) the Minerals Division of the Tribe, (ii) the Bureau of
Indian Affairs in Window Rock, Arizona, (iii) San Juan





                                       15

County, New Mexico, (iv) Apache County, Arizona, and (v) San Juan County, Utah.

         16.     Termination.  This Agreement and the transaction contemplated
hereby may be terminated in the following instances:

                 (a)      By Seller if the conditions set forth in Section 10
are not satisfied in a material way or waived as of the Closing Date.

                 (b)      By Purchaser if the conditions set forth in Section
11 are not satisfied in a material way or waived as of the Closing Date.
 
                 (c)      At any time by the mutual written agreement of
Purchaser and Seller.

         17.     Title and Warranty.

                 (a)      Title.  Purchaser has had  the opportunity to examine
all files, title information and production data that Seller has in its
possession relating to the Properties.  The furnishing of such files, title
information and production data shall create no liability or responsibility on
the part of Seller and Seller makes no warranty or representation as to the
correctness or completeness of the files, title information and production data
so furnished.  Purchaser has conducted,  or will conduct prior to Closing, such
examination of title and other information as it sees fit and has notified
Seller that this examination revealed no title defects which would cause
Seller's title to be not merchantable.  The purchase and sale of the Properties
shall be made pursuant to a special warranty of title subject to all
reservations, exceptions, limitations, claims, encumbrances or burdens (i)
contained herein, (ii) which are of record, (iii) of which Purchaser has actual
notice, or (iv) which are not claimed by, through or under Seller.

                 (b)      Warranty.  At the Closing, Seller shall convey the
Properties subject to a special warranty of title that the Properties are free
and clear from all mortgages, liens, claims or other encumbrances by or on
behalf of any person or entity claiming by, through or  under Seller, but not
otherwise.  Purchaser acknowledges that it has relied solely on the basis of
its own investigation of the Properties.  NOTWITHSTANDING ANYTHING TO THE
CONTRARY, EXCEPT FOR THE FOREGOING SPECIAL WARRANTY OF TITLE, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE TO THE PROPERTIES.  AT THE
CLOSING, SELLER SHALL CONVEY THE PROPERTIES 'AS IS, WHEREAS,' WITHOUT ANY
EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES AS TO
DESCRIPTION, VALUE, QUALITY, CONDITION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

         18.     Miscellaneous Provisions.

                 (a)      Successors and Assigns.  The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.   Notwithstanding the foregoing, neither
Purchaser nor Seller may assign their rights or obligations hereunder prior to
Closing without the written consent of the other parties.





                                       16

                 (b)      Counterparts.  This Agreement may be executed in two
or more identical counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.  All
proceedings to be taken and all documents to be executed and delivered by the
parties at Closing shall be deemed to have been taken and executed
simultaneously with all other proceedings to be taken and documents to be
executed and delivered at Closing and no proceeding shall be deemed taken or
any documents delivered or executed until all have been taken, executed and
delivered at Closing.

                 (c)      Titles and Subtitles.  The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                 (d)      Finder's Fee.  Seller and Purchasers represent that
they neither are nor will be obligated for any finders fee or commission in
connection with this transaction.

                 (e)      Severability.  If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

                 (f)      Notices.   Any notice, demand or other communication
required to be given or made under this Agreement shall be in writing and be
deemed duly given or made if delivered or sent by telex or facsimile as
follows:





                                       17


                               
                 SELLER:          PAROO PETROLEUM (USA), INC.
                                           10 Floor, 145 Eagle Street
                                           Brisbane, Queensland, Australia 4000
                                           Attention:       Mr. Dennis D. Benbow
                                           Facsimile:       (011) 61-7-832-6411

         with copy to:                     Sewell & Riggs
                                           333 Clay Avenue, Suite 800
                                           Houston, Texas  77002-4086
                                           Attention:       N.L. Stevens, Esq.
                                           Facsimile:       (713) 652-8807

         PURCHASER:               HARKEN ENERGY CORPORATION
                                           5605 N. MacArthur Boulevard, Suite 400
                                           Irving, Texas  75038
                                           Attention:       Larry E. Cummings, General Counsel
                                           Facsimile:       (214) 753-6963


         Any party may change its address for the purpose of this Agreement by
giving notice of such change to the other parties pursuant to the provisions of
this section.  Any notice, demand or other communication sent by facsimile
shall be deemed given, in absence of proof to the contrary, upon receipt in a
legible form by the party being served.

                 (g)      Legal Costs.   The costs of legal counsel incidental
to the instructions for and the preparation and execution of this Agreement,
all counterparts thereof and all documents executed in connection therewith
shall be borne and paid by the parties who engage such counsel or on whose
behalf such counsel was engaged.

                 (h)      Governing Law;  Jurisdiction and Venue.  The terms
and interpretation of this Agreement shall be governed by the laws of the State
of Texas.  In no event shall any Texas laws or principles of conflicts of law
be used to permit the laws of another jurisdiction to govern, nor to permit
jurisdiction or venue to be other than those specified herein.  The courts of
the State of Texas shall have exclusive jurisdiction over any dispute related
to this Agreement.

                 (i)      Amendments.    No modification, variation or
amendment of this Agreement shall have any force or effect unless it is in
writing and signed by all Parties.  Unless the context otherwise so requires, a
reference to this Agreement shall include a reference to this Agreement as
modified, varied or amended from time to time.

                 (j)      Powers of Attorney.   If this Agreement is executed
for and on behalf of any of  the parties by an attorney-in-fact, each attorney
so  executing declares that at the time of execution of this Agreement, no
notice of the revocation of the power of attorney under the authority of which
he or she executes this Agreement has bee received.  A copy of each such power
of attorney shall be furnished to each other Party to this Agreement upon
request.





                                       18

                 (k)      Entire Agreement.   This Agreement supersedes all
prior proposals, whether oral or written, and all previous negotiations and
understanding among Purchaser and Seller with respect to the subject matter
hereof.

                 (l)      Conflicts.   In the event that the provisions of this
Agreement conflict with the provisions of the JOA or any other agreement or
instrument executed and delivered to effectuate the transactions contemplated
by this Agreement, the provisions of this Agreement shall prevail over all
others.

                 (m)      Incorporation of Exhibits and Schedules.  All
Exhibits and Schedules referred to herein are incorporated herein and made a
part of this Agreement for all purposes.

                 (n)      Publicity.   Seller and Purchaser shall consult with
each other with regard to all press releases and other publicity issued at or
prior to the Closing concerning this Agreement or the transactions contemplated
hereby, except as may be required by applicable laws or the applicable rules
and regulations of any governmental agency or stock exchange.

                 (o)      Arbitration.   If  the parties are unable to resolve
a dispute arising under this Agreement, then such dispute shall be settled by
binding arbitration in Houston, Texas, before an independent and impartial
arbitrator.  Any party may call for arbitration by written notice to the other.
If within twenty (20) days after receipt of such notice, the parties are unable
to agree upon an arbitrator, then any party may apply to the then sitting Chief
Judge of the United States District Court for the Southern District of Texas
requesting the appointment of an arbitrator.  The arbitration shall be governed
by the United States Arbitration Act (9 U.S.C. Sections 1-16) and, except as
contradicted by the United States Arbitration Act, shall be conducted in
accordance with the rules of the American Arbitration Association then in
effect, including, without limitation, the Code of Ethics for Arbitrators in
Commercial Disputes. The decision of the arbitrator on any point or points will
be final.  Judgment may be entered upon any award rendered by the arbitrator in
any court having jurisdiction.  Each party shall pay its own costs of the
arbitration, including attorneys' fees, preparation costs and travel expenses.
All other costs of arbitration, including the cost of the arbitrator, shall be
borne equally by the parties.

                 (p)      Attorneys' Fees.    If any litigation is commenced
between the parties concerning this Agreement, the party prevailing in such
litigation shall be entitled to the reasonable attorneys' fees and expenses of
counsel and court costs incurred by reason of such litigation.





                                       19

         EXECUTED, this the 15th  day of May, 1995,  but effective for all
purposes as of the Effective Time.

                              SELLER:

                              PAROO PETROLEUM (USA), INC.
                              a Delaware corporation




                              By:   ___________________________________

                              Name:    N.L. Stevens, III
                              Title:  Attorney-in-Fact

                              PURCHASER:

                              HARKEN ENERGY CORPORATION,
                              a Delaware corporation




                              By:  ____________________________________
                                      Larry E. Cummings, Vice President





                                       20