EMPLOYMENT AGREEMENT



This Employment Agreement ("Employment Agreement"), effective September 12, 2005

is between Harvest Natural Resources, Inc. (the "Company") and Steven W. Tholen,

a resident of Texas, ("Employee"), the terms and conditions of which are as

follows:



     WHEREAS, the Company and Employee entered into an amended and restated

employment agreement effective February 20, 2003 (the "Amended Employment

Agreement");



     WHEREAS, the Company wishes to provide Employee with certain additional

benefits and the Company and Employee wish to change the benefits described in

the Amended Employment Agreement provided to Employee in the event of a Change

of Control;



     WHEREAS, the Company and Employee acknowledge that if Employee's employment

with the Company terminates for any reason, Employee may inevitably disclose

trade secrets of, and other proprietary and confidential information about, the

Company's business, operations and prospects; and



     WHEREAS, Employee wishes to enter into this Employment Agreement to receive

the benefit of the provisions contained in it.



     NOW THEREFORE, for good and valuable consideration, the sufficiency and

receipt of which are acknowledged, the Company and Employee agree as follows:



1.   TERM OF EMPLOYMENT.



Subject to the terms and conditions set forth in this Employment Agreement, the

Company agrees to employ Employee and Employee agrees to be employed by the

Company for the term which started on January 1, 2001 and ends on May 31, 2006.

On May 31, 2006, and on each anniversary thereafter (an "Extension Date") the

term of this Employment Agreement shall automatically be extended for a one-year

period unless and until either party has given written notice to the other at

least one year before any Extension Date that it or he wishes to terminate this

Employment Agreement as of such Extension Date.



2.   POSITION AND DUTIES.



     (a)  Position. Subject to annual election by the Company's Board of

          Directors, Employee's position shall be Senior Vice President and

          Chief Financial Officer of Harvest Natural Resources, Inc.



     (b)  Duties and Responsibilities. Employee's duties and responsibilities

          initially shall be those normally associated with Employee's position,

          plus any additional duties and responsibilities the Company initially

          may assign orally or in writing to Employee. Employee shall undertake

          to perform all Employee's duties and responsibilities for the Company

          and its affiliates in good faith and on a full-time basis and shall at

          all times act in the course of Employee's employment under this





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          Employment Agreement in the best interest of the Company and Company's

          affiliates.



     (c)  The Company's Right to Change Position or Duties. Subject to the terms

          of this Employment Agreement, the Company shall have the right, to the

          extent the Company from time to time reasonably deems necessary or

          appropriate, to change Employee's position, or to expand or reduce

          Employee's duties and responsibilities.



3.   COMPENSATION AND BENEFITS.



     (a)  Base Salary. During the term of this Employment Agreement, Employee'

          yearly base salary shall be not less than $250,000 US, which yearly

          base salary shall be payable from the Company's Houston offices to

          Employee in accordance with the Company's standard payroll practices

          and policies, and shall be subject to such withholdings as required by

          U.S. Federal law and the State of Texas, or as otherwise permissible

          under such practices or policies. The Company shall annually review

          Employee's base salary.



     (b)  Annual Bonus. Employee shall be eligible for such annual bonus as may

          be determined by the Human Resources Committee of the Company's Board

          of Directors and the Company's Board of Directors, which bonus shall

          be based on Employee's performance under the guidelines adopted by the

          Company, the Company's overall performance and any special

          circumstances the Human Resources Committee and the Company's Board of

          Directors deem appropriate. Any such bonus is to be determined at the

          discretion of the Company's Human Resources Committee and the

          Company's Board of Directors. Employee acknowledges that the Company

          is not obligated to award him any bonus in any year.



     (c)  Special Bonus. Concurrently with the execution and delivery of this

          Employment Agreement by the Company, the Company is paying Employee a

          special bonus of $25,000.



     (d)  Employee Benefit Plans. Employee shall be eligible to participate in

          the employee benefit plans, programs and policies maintained by the

          Company for similarly situated employees in accordance with the terms

          and conditions to participate in such plans, programs, and policies as

          in effect from time to time.



     (e)  Stock Options and Restricted Stock. Previously Employee has been

          granted certain stock options and restricted stock pursuant to the

          Company's long-term incentive plans. Except as provided in Section

          4(a), this Employment Agreement neither increases nor decreases the

          number of stock options and shares of restricted stock previously

          granted, nor does it change the terms under which they were granted.

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