EXHIBIT 10.21

                         HARVEST NATURAL RESOURCES, INC.

                       2004 LONG TERM STOCK INCENTIVE PLAN

                       DIRECTOR RESTRICTED STOCK AGREEMENT


         Agreement made at Houston, Texas, USA, as of __________, by and between
HARVEST NATURAL RESOURCES, INC. (the "Company") and __________ (the "Grantee").

         It is hereby agreed as follows:

1.       Grant of Stock; Consideration. The Company hereby confirms the grant
         (the "Grant"), pursuant to Article 8 of the Harvest Natural Resources
         2004 Long Term Incentive Plan (the "Plan"), to the Grantee of
         __________ shares of Stock of the Company's Common Stock, par value
         $0.01 per share (the "Restricted Shares"). The Grant granted hereunder
         is not intended to constitute "performance based compensation" as that
         term is used in Section 162(m) of the Internal Revenue Code of 1986, as
         amended.

         The Grantee shall be required to pay no consideration for the Grant,
         except for his agreement to serve as a Non-Employee Director of the
         Company or any Subsidiary and other agreements set forth herein.

2.       Incorporation of Plan by Reference. The Grant has been granted to the
         Grantee under the Plan, a copy of which is attached hereto. All of the
         terms, conditions, and other provisions of the Plan are hereby
         incorporated by reference into this Restricted Stock Agreement (the
         "Agreement"). Capitalized terms used in this Agreement but not defined
         herein shall have the same meanings as in the Plan. If there is any
         conflict between the provisions of this Agreement and the provisions of
         the Plan, the provisions of the Plan shall govern.

3.       Restriction Period. Subject to all of the terms and conditions of the
         Plan and this Agreement, including the lapse of restrictions in the
         event of a Change of Control, the period during which the restrictions
         set forth in this Agreement and the Plan shall apply to the Restricted
         Shares shall commence on ____________ and expire on ____________ (the
         "Restriction Period"). At the end of the Restriction Period, all
         restrictions under the Plan applicable to the Restricted Stock shall
         lapse, and, subject to paragraph 7 of this agreement, a stock
         certificate for the number of shares of Common Stock equal to the
         number of Restricted Shares shall be delivered to you or your
         beneficiary or estate as the case may be.

4.       Restrictions. Restricted Stock will be represented by a Stock
         certificate registered in the name of the Grantee. Such certificate,
         accompanied by a separate duly-endorsed stock power, shall be deposited
         with the Company. The recipient shall be entitled to receive dividends
         during the Restriction Period and shall have the right to vote such
         Restricted Stock and all other stockholder's rights, with the exception
         that (i) the recipient will not



         be entitled to delivery of the Stock certificate during the Restriction
         Period, (ii) the Company will retain custody of the Restricted Stock
         during the Restriction Period, (iii) none of the Restricted Stock may
         be sold, transferred, assigned, pledged or otherwise encumbered or
         disposed of during the Restriction Period and (iv) all of the
         Restricted Stock shall be forfeited and all of your rights to such
         Restricted Stock shall terminate without further obligation on the part
         of the Company unless your remain in the continuous service of the
         Company or a Subsidiary during the Restriction Period.

         Notwithstanding anything to the contrary in this Agreement, if a
         Non-Employee Director terminates service for Good Reason, the
         Restriction Period will continue and will lapse as if such Non-Employee
         Director had continued in service of the Company. As used herein, the
         term "Good Reason" shall mean a termination of service as a director
         due to (i) Total Disability; (ii) death; (iii) resignation as a
         director of the Company for any reason other than as a result of
         removal for cause by the board of directors of the Company; or (iv) the
         director does not stand for reelection or is not reelected at an annual
         meeting of stockholders.

5.       Non-Transferability. The Grant shall not be transferable to any third
         party by the Grantee otherwise than by will or the laws of descent and
         distribution.

6.       Compliance with Laws and Regulations. The obligation of the Company to
         deliver Restricted Shares is conditioned upon compliance by the Grantee
         and by the Company with all applicable laws and regulations, including
         regulations of federal and state agencies. If requested by the Company,
         the Grantee shall provide to the Company, as a condition to the
         delivery of any certificates representing Restricted Shares,
         appropriate evidence, satisfactory in form and substance to the
         Company, that he is acquiring the Restricted Shares for investment and
         not with a view to the distribution of the Restricted Shares or any
         interest in the Restricted Shares, and a representation to the effect
         that the Grantee shall make no sale or other disposition of the
         Restricted Shares unless (i) the Company shall have received an opinion
         of counsel satisfactory to it in form and substance that such sale or
         other disposition may be made without compliance with registration or
         other applicable requirements of federal and state laws and
         regulations, and (ii) all steps required to comply with such laws and
         regulations in connection with the sale or other disposition of the
         Restricted Shares have been taken and all necessary approvals have been
         received. The certificates representing the Restricted Shares may bear
         an appropriate legend giving notice of the foregoing restrictions on
         transfer of the Restricted Shares, and any other restrictive legend
         deemed necessary or appropriate by the Committee.

7.       Tax Withholding. Upon lapse of the restrictions applicable to the
         Restricted Stock (or if you make the election under Section 83 (b) of
         the Code to be taxed immediately upon the award of such shares), you
         must arrange for the payment to the Company of applicable withholding
         taxes resulting therefrom promptly after you have been notified of the
         amount due by the Company. If no election is made under Section 83 (b)
         of the Code, you must pay such withholding taxes or have Restricted
         Stock withheld upon the lapse of restrictions applicable to the
         Restricted Stock.


                                     - 2 -


8.       Grantee Bound by Plan. The Grantee hereby acknowledges receipt of the
         attached copy of the Plan and agrees to be bound by all the terms and
         provisions thereof (as presently in effect or hereafter amended), and
         by all decisions and determinations of the Committee.

9.       Binding Effect: Integration: No Other Rights Created. This Agreement
         shall be binding upon the heirs, executors, administrators and
         successors of the parties. This Agreement constitutes the entire
         agreement between the parties with respect to the Grant, and supersedes
         any prior agreements or documents with respect to the Grant. No
         amendment, alteration, suspension, discontinuation or termination of
         this Agreement which may impose any additional obligation upon the
         Company or impair the rights of the Grantee with respect to the Grant
         shall be valid unless in each instance such amendment, alteration,
         suspension, discontinuation or termination is expressed in a written
         instrument duly executed in the name and on behalf of the Company and
         by the Grantee. Neither this Agreement nor the grant of the Grant shall
         constitute an employment agreement, nor shall either confer upon the
         Grantee any right with respect to his continued status with the
         Company.

                                             HARVEST NATURAL RESOURCES, INC.



                                             BY:
                                                  ------------------------------
                                                    Peter J. Hill

                                             TITLE:       President and CEO
                                                     ---------------------------


                                             GRANTEE:



                                             -----------------------------------
                                             (Name)

                                             DATE:
                                                    ----------------------------

ELECTION (FOR U.S. CITIZENS ONLY):

As permitted under Section 83 (b) of the Internal Revenue Code of 1986, as
amended, I intend to make the following irrevocable election:

[ ]      I intend to make the election permitted under Section 83 (b) of the
         Internal Revenue Code of 1986, as amended, to be taxed immediately on
         the award of the Restricted Shares. I understand the consequences and
         procedures for making this election, and I understand that it is my
         responsibility to file the election with the Internal Revenue Service.


                                     - 3 -


[ ]      I do not intend to make the election permitted under Section 83 (b) of
         the Internal Revenue Code of 1986, as amended, and will be taxed upon
         the lapse of restrictions applicable to the Restricted Shares.




                                                     ---------------------------
                                                     Grantee


Attachment (copy of the Plan)


                                     - 4 -