EXHIBIT 10.2

                                    AMENDMENT
                                       TO
                           CONVERTIBLE PROMISSORY NOTE

     THIS AMENDMENT TO CONVERTIBLE  PROMISSORY  NOTE (this  "Amendment") is made
and entered into as of February 2, 2012 by and among BARON  ENERGY,  INC.,  (the
"Maker") and the undersigned holder of the Maker's  convertible  promissory note
(together with his/its heirs, successors and assigns, "Payee").

                                    RECITALS:

     WHEREAS,  the Maker and the Payee desire to revise that certain Convertible
Promissory Note dated February 2, 2012 entered into by and between the Maker and
the Payee (the "Note").

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual benefits
to be derived from this Amendment, the parties hereto hereby agree as follows:

     1. Amendment of the Note. Pursuant to Section 10 of the Note:

          (a)  Section  13(a) of the Note shall be deleted in its  entirety  and
          replaced with the following:

          "CONVERSION  PRICE" SHALL MEAN THE HIGHER OF: (I) EIGHTY PERCENT (80%)
          OF THE MARKET PRICE; AND (II) $0.005.

          (b)  Section  13(b) of the Note shall be deleted in its  entirety  and
          replaced with the following:

          "DEFAULT  CONVERSION PRICE" SHALL MEAN THE HIGHER OF: (I) SEVENTY-FIVE
          PERCENT (75%) OF THE MARKET PRICE; AND (II) $0.004.

     2.  Continued  Effect of the Note.  All  provisions of the Note,  except as
modified  by this  Amendment,  shall  remain in full  force and  effect  and are
reaffirmed.  Other than as stated in this  Amendment,  this Amendment  shall not
operate as a waiver of any condition or obligation  imposed on the parties under
the Note.

     3.   Interpretation   of   Amendment.   In  the  event  of  any   conflict,
inconsistency,  or  incongruity  between any provision of this Amendment and any
provision  of the Note,  the  provisions  of this  Amendment  shall  govern  and
control.

     4.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall  constitute one and the same  agreement.  A facsimile or e-mailed
".pdf" data file copy of an original  written  signature shall be deemed to have
the same effect as an original written signature.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.

MAKER                                   PAYEE

BARON ENERGY, INC.                      Name: Roger Tichenor


By: /s/ Ronnie L. Steinocher            Sign: /s/ Roger Tichenor
    ------------------------------            ----------------------------------
    Ronnie L. Steinocher                Name: Roger Tichenor
    Chief Executive Officer                   ----------------------------------
                                              (print name of individual
                                              signing on behalf of entity Payee)

                                        Title:
                                              ----------------------------------
                                              (title of individual
                                              signing on behalf of entity Payee)