EXHIBIT 10.5

THE SECURITIES  BEING  SUBSCRIBED FOR HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), OR UNDER APPLICABLE
STATE  SECURITIES  LAWS OR LAWS OF ANY  OTHER  JURISDICTION  DUE TO THE  LIMITED
NUMBER OF PERSONS BEING OFFERED TO AND THE PRIVATE NATURE OF THE OFFERING.

FURTHER,  THE SECURITIES  BEING  SUBSCRIBED  FOR MAY NOT BE  TRANSFERRED  EXCEPT
PURSUANT  TO  TRANSACTIONS  EXEMPT  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES ACT,  APPLICABLE  STATE  SECURITIES  LAWS, AND SECURITIES LAWS OF ANY
OTHER JURISDICTION, OR COMPLIANCE THEREWITH.

                             NOTE PURCHASE AGREEMENT

     THIS NOTE PURCHASE AGREEMENT (this "Note Purchase Agreement"),  dated as of
February 2, 2012, is entered into by and between  BARON  ENERGY,  INC., a Nevada
corporation  ("Company")  and the  subscriber  identified on the signature  page
hereto ("Subscriber").

                                    RECITALS:

     WHEREAS, Company desires to offer for sale (the "Offering"), and Subscriber
desires  to  purchase  from  Company,   that  amount  of  Company's  convertible
promissory notes (a "Note") as set forth on Subscriber's  signature page hereto,
convertible  into shares of common stock, par value $0.001 per share, of Company
(the "Shares"),  and having the rights and privileges set forth in substantially
the form of the Note  included in that  certain  Confidential  Private  Offering
Booklet dated as of December 8, 2011 (the "Offering Booklet"); and

     WHEREAS,  the Note and the Shares  issuable upon conversion of the Note are
collectively referred to herein as the "Securities."

     NOW, THEREFORE, for the reasons set forth hereinabove, and in consideration
of the mutual  covenants  and promises  contained  herein and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties agree as follows:

     1.  Subscription.  In reliance upon the  representations  and warranties of
Company and Subscriber contained herein, and subject to the terms and conditions
set forth herein, Subscriber agrees to purchase from Company, and Company hereby
agrees to sell and issue to Subscriber, a Note in the principal amount of thirty
three  thousand  three  hundred  thirty three  ($33,333).  Subscriber  agrees to
purchase  the  Securities  on the terms and  conditions  described  in this Note
Purchase  Agreement  and the Note,  both of which are  included in the  Offering
Booklet (collectively, the "Subscription Documents").

     2. Note.  The Note being sold to and  purchased by Subscriber is one of the
Notes  being  offered  and sold in the  Offering  and is  identical  in form and
content to all other Notes.  Payment to Company of the  principal  amount of the
Note is due and payable concurrent with delivery of Subscriber's fully completed
and executed Subscription Documents. The Note will be effective on the date that
Company accepts Subscriber's subscription,  payable in accordance with the terms
thereof  and all  amendments  and  modifications  thereto.  If Company  does not
receive  payment  in full of the  principal  amount  of the Note by  Subscriber,
Company  may not  accept  Subscriber's  subscription.  All funds will be paid to
Company  via check or wire  transfer in  accordance  with the terms set forth on
PAGE 9 of this Note Purchase  Agreement.  The Note and all accrued  interest due
thereunder  will be due and  payable  twelve  months  from the date of said Note
("Maturity Date").
<PAGE>
     3. Interest Rate. The outstanding  principal  balance on the Note will bear
interest at a rate of 8% per annum.

     4. Conversion  Rights.  At any time prior after 180 days from the Effective
Date,  Subscriber  shall  have the option to convert  any or all  principal  and
accrued but unpaid  interest due under the Note into Shares,  in lieu of payment
on the Note,  at the  Conversion  Price (as  defined in the Note) per Share,  in
accordance   with  and  subject  to  the  terms  and  conditions  of  the  Note.
Furthermore,  in the event Company  consummates,  prior to the Maturity Date, an
equity financing for the purpose of raising capital,  pursuant to which it sells
Shares  with an  aggregate  gross  sales  price of not less than  $1,000,000  (a
"Qualified  Financing"),  then the  holder of the Note  shall have the option to
either:  (a) redeem all but not less than all of the  outstanding  principal and
accrued  but  unpaid  interest  due under the Note;  (b) hold the Note until the
Maturity  Date;  or (c)  convert  any or all  principal  and  accrued but unpaid
interest due under the Note into Shares as described above. If Subscriber elects
to  convert  or redeem  the Note,  the Note will be deemed  cancelled  and of no
further force or effect.

     5. Deliveries by Company.  Upon  acceptance of  Subscriber's  subscription,
Company  will  issue a Note  in  Subscriber's  name  as  Payee  and  deliver  to
Subscriber an executed Note Purchase Agreement.

     6. Maximum Offering Amount;  Closing. The maximum principal amount of Notes
offered by Company in the Offering is $300,000,  which maximum amount is subject
to increase in Company's sole discretion. The Offering will terminate on January
31, 2013 unless extended by Company in its sole discretion. Company reserves the
right to terminate the Offering at any time in its sole discretion.

     7. Use of Proceeds.  Net proceeds  from this  Offering  will be used to pay
Company's  outstanding  accounts  payable as well as fees and  future  costs for
field operations,  accounting,  auditing,  and reserve  engineering  services as
determined in Company's sole discretion.

     8. Understandings of Subscriber.  Subscriber acknowledges,  understands and
agrees that:

          (a) Unless otherwise  determined by the board of directors of Company,
in its  sole  discretion,  only  persons  who (i)  either  alone  or with  their
purchaser  representative,  have such  knowledge and  experience in business and
financial  matters that they are capable of  evaluating  the merits and risks of
the  Securities;  and  (ii)  are  "accredited  investors,"  will be  allowed  to
participate in this Offering.

          (b) This Note  Purchase  Agreement is subject to Company's  acceptance
and may be  rejected  in whole or in part by  Company  at any time,  in its sole
discretion, for any reason or no reason at all;

          (c) This Note Purchase  Agreement is and will be  irrevocable,  except
that Subscriber and Company will have no obligations hereunder in the event that
this Note  Purchase  Agreement  is for any  reason  rejected  by  Company or the
Offering was not declared  effective,  except that the  principal  amount of the
Note will be returned to Subscriber,  without  interest or deduction of any kind
and the  Subscription  Documents  will be  returned to  Subscriber,  unsigned by
Company;

          (d) All questions as to the  validity,  form,  eligibility  (including
time of receipt) and acceptance of a completed  Note Purchase  Agreement will be
determined by Company, in its sole discretion, which determination will be final
and binding;

          (e)  Company  will  be  under  no duty to  give  any  notification  of
irregularities in connection with any attempted  subscription for the Securities
or incur any  liability  for  failure to give such  notification  and until such

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<PAGE>
irregularities  have been cured or waived,  no  subscription  for the Securities
will be accepted;  Company reserves the right to waive any irregularities in, or
conditions of, the submission of a completed Note Purchase Agreement;

          (f) The  Securities  will not be  deemed  issued to  Subscriber  until
Company has executed this Note Purchase  Agreement and received  payment in full
for the principal amount of the Note;

          (g)  Company's  interpretation  of the  terms and  conditions  for the
purchase of the  Securities  (including  these  instructions)  will be final and
binding;

          (h) The price of the Securities bears no relationship to the assets or
book value of Company;

          (i) The Securities have not been  registered  under the Securities Act
or any applicable state law, or the laws of any other jurisdiction;  further the
Securities may not be sold, offered for sale, transferred, pledged, hypothecated
or otherwise  disposed of except in compliance with the Securities Act; further,
the legal  consequences  of the  foregoing  mean that  Subscriber  must bear the
economic risk of the investment in the  Securities  for an indefinite  period of
time;  further, if Subscriber desires to sell or transfer all or any part of the
Securities,  Company may require Subscriber's counsel to provide a legal opinion
that the transfer may be made without  registration under the Securities Act and
applicable state securities laws or laws of another jurisdiction; further, other
restrictions discussed elsewhere herein may be applicable;  further,  Subscriber
is  subject  to the  restrictions  on  transfer  described  herein;  further  if
Subscriber is not a resident solely of the United States, Subscriber agrees that
the  Securities  may  only be  resold  in  accordance  with  the  provisions  of
Regulation  S  (Rules  901  through  905 and  Preliminary  Notes),  pursuant  to
registration  under the  Securities  Act, or pursuant to an available  exemption
from registration,  and agrees not to engage in hedging transactions with regard
to such Securities unless in compliance with the Securities Act;

          (j) A restrictive legend may be placed upon any materials representing
the  Securities  purchased  hereunder and such legend will bear the following or
similar words:

          THE SECURITIES  REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN  REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
          AND MAY NOT BE  SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF BY THE
          HOLDER EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT FILED
          UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH APPLICABLE SECURITIES
          LAWS OF ANY STATE OR OTHER  JURISDICTION  WITH RESPECT THERETO,  OR IN
          ACCORDANCE   WITH  AN  OPINION  OF  COUNSEL  IN  FORM  AND   SUBSTANCE
          SATISFACTORY  TO THE ISSUER THAT  REGISTRATION  IS NOT REQUIRED  UNDER
          SAID SECURITIES ACT OR APPLICABLE  STATE SECURITIES LAWS OR SECURITIES
          LAWS OF OTHER JURISDICTIONS.

          ADDITIONALLY,  ANY TRANSFER OF THE SECURITIES IS PROHIBITED  EXCEPT IN
          ACCORDANCE  WITH THE PROVISIONS OF REGULATION S (RULES 901 THROUGH 905
          AND PRELIMINARY NOTES),  PURSUANT TO REGISTRATION UNDER THE SECURITIES
          ACT, OR PURSUANT TO AN  AVAILABLE  EXEMPTION  FROM  REGISTRATION;  AND
          HEDGING  TRANSACTIONS  INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
          UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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<PAGE>
     9.  Representations  and Warranties of Subscriber.  In connection  with the
purchase of the Securities, Subscriber acknowledges, understands and agrees that
Company will be relying on the information and on the  representations set forth
herein, and Subscriber hereby represents and warrants to Company that:

          (a) Subscriber  has  sufficient  knowledge and experience of financial
and business matters so that Subscriber is able to evaluate the merits and risks
of purchasing  the  Securities  and has had  substantial  experience in previous
private and public purchases of securities;

          (b) Subscriber is an "accredited  investor" as that term is defined in
Rule 501(a) of Regulation D promulgated  under the Securities Act and Subscriber
has no reason to  anticipate  any  material  change  in  Subscriber's  financial
condition for the foreseeable future;

          (c)  Subscriber's  overall  commitment  to  investments  which are not
readily  marketable  is not  disproportionate  to  Subscriber's  net  worth  and
Subscriber's  investment herein will not cause such overall commitment to become
excessive.  Subscriber  does not require  the funds  being used to purchase  the
Securities for  Subscriber's  liquidity needs; has adequate means to provide for
personal  needs;  possesses the ability to bear the economic risk of holding the
Securities purchased hereunder  indefinitely;  and can afford a complete loss on
the purchase of the Securities;

          (d) During the transaction and prior to purchase,  Subscriber has read
the Subscription  Documents and has had full opportunity to ask questions of and
receive  answers from Company,  its  directors  and officers and its  authorized
representatives relating to Company, the offering of the Securities and anything
else set forth in the  Subscription  Documents,  and has had access to  whatever
additional  information or documents  concerning  Company,  Company's  financial
condition,  business,  prospects,  management and other similar  matters (to the
extent that  Company  possessed  such  information  or could  acquire it without
unreasonable  effort or expense) that Subscriber  desired or deemed necessary to
verify the  accuracy of any  information  furnished  to  Subscriber  or to which
Subscriber  had access;  Subscriber  believes  that  it/he/she  has received all
information  Subscriber  considers necessary or appropriate for deciding whether
to purchase the Securities;

          (e) Subscriber has not been given any oral  representation or warranty
concerning  the  Offering,  Company or any  offering  literature  other than the
Subscription  Documents,  including  appendices thereto, the documents which are
exhibits  thereto and such other  materials as Company has provided.  Subscriber
has relied only on: (i) the information contained in the Subscription  Documents
and such exhibits and the information  furnished or made available by Company as
described  in  subparagraph  (d)  above;  and (ii) the  results  of  independent
investigations made by Subscriber or on Subscriber's behalf;

          (f) Subscriber is acquiring the  Securities  for  investment  purposes
only,  for  Subscriber's  own  account  and not with a view to  distribution  or
resale,  nor with any present intent to sell,  transfer or otherwise  dispose of
all or any part of the Securities;

          (g)  Subscriber has not received any general  solicitation  or general
advertising regarding the purchase of the Securities;

          (h)  Subscriber  has  full  power  and  authority  to  enter  into the
Subscription  Documents  and, upon  execution  thereof by Subscriber  (or on its
behalf,  if Subscriber is an entity),  such documents will constitute  valid and
legally binding obligations of Subscriber;

          (i) If  Subscriber  is an entity,  it has not been  organized  for the
specific  purpose of acquiring the  Securities  or, if it has been organized for
the specific purpose of acquiring the Securities,  each of its beneficial owners

                                       4
<PAGE>
is separately  an accredited  investor as defined in Rule 501(a) of Regulation D
promulgated  under  the  Securities  Act,  further,  the  person  executing  the
Subscription  Documents on its behalf,  if Subscriber is a partnership,  limited
liability  company,  trust,  corporation or other entity, has the full power and
authority to execute and comply with the terms of the Subscription  Documents on
its behalf and to make the  representations  and  warranties  made herein on its
behalf; and the investment in the Securities has been affirmatively  authorized,
if  required,  by  Subscriber's   governing  board  and  is  not  prohibited  by
Subscriber's governing documents;

          (j)  Subscriber  is not subject to "back-up  withholding"  pursuant to
Section 3406 of the Internal  Revenue Code of 1986, as amended,  and  Subscriber
has  provided  Subscriber's  correct  tax  identification  number  below  and as
required elsewhere for Subscriber's subscription;

          (k) Subscriber agrees that Company does not assume any  responsibility
for the tax consequences to Subscriber resulting from Subscriber's investment in
the Securities,  and Subscriber  further  acknowledges  that Subscriber has been
advised to consult  with  Subscriber's  own  attorney  regarding  legal  matters
related  to  investing  in the  Securities  and to  consult  with a tax  advisor
regarding the tax consequences of investing in the Securities;

          (l) If Subscriber is an individual, Subscriber is a bona-fide resident
of the state or country set forth in Subscriber's  address on the signature page
below,  or if  Subscriber  is an entity,  its  principal  place of business  and
principal  offices  are  located  in the state set forth in its  address  on the
signature page below;

          (m) Any  information  which  Subscriber has heretofore or concurrently
herewith furnished to Company with respect to Subscriber's  financial  position,
business  experience,  and  residence  is correct and complete as of the date of
this Note Purchase  Agreement and if there should be any material change in such
information prior to the acceptance by Company of this Note Purchase  Agreement,
Subscriber  will  immediately  furnish such revised or corrected  information to
Company; and

          (n)   Subscriber  has  been  advised  by  Company  that  the  business
activities  of  Company  and an  investment  in the  Securities  are  subject to
substantial  risks,  including,  but not limited to, the risks of investment set
forth in Company's  most recent Form 10-K filed with the Securities and Exchange
Commission (the "SEC").

     10.  Representations  and Warranties of Company.  Company hereby represents
and warrants to Subscriber that:

          (a) Company is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of Nevada and has the requisite  power
and  authority  to own its  properties  and  operate its  business as  presently
conducted;

          (b) The  Note,  upon  issuance,  is or will be,  free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the Securities Act and any applicable state securities laws,
or laws of other jurisdictions;

          (c) Company is not in violation of, default  under,  or conflict with,
any  applicable   order,   consent,   approval,   authorization,   registration,
declaration,  filing,  judgment,  injunction,  award,  decree  or  writ  of  any
governmental  body or court of competent  jurisdiction  or any  applicable  law,
except for any such violations that would not, individually or in the aggregate,
have a material adverse effect on Company taken as a whole; and

                                       5
<PAGE>
          (d) There are no suits or proceedings pending or threatened against or
affecting Company which, if adversely determined,  would have a material adverse
effect on the  financial  condition,  results  of  operations,  or  business  of
Company.

     11. Indemnification. Company and its directors, officers, agents, employees
and affiliates are relying upon the  representations,  warranties and agreements
made by  Subscriber  to and with Company  herein and,  thus,  Subscriber  hereby
agrees to indemnify Company and its directors,  officers, agents, employees, and
affiliates and their respective agents, employees and affiliates,  and agrees to
hold each of them harmless from and against any and all loss, damage, liability,
or expense,  including  reasonable  attorneys'  fees, that it or any of them may
suffer,   sustain,   or  incur  by  reason  of,  or  in  connection   with,  any
misrepresentation  or breach of warranty or agreement  made by Subscriber  under
this Note Purchase Agreement,  including, but not limited to, in connection with
the sale or distribution of the Securities in violation of the Securities Act or
any other applicable law.

     12. Miscellaneous.

          (a)  Notices.  All  notices  and  other  communications   required  or
permitted hereunder will be in writing and: (i) delivered  personally by hand or
a  nationally-recognized   overnight  courier;  (ii)  mailed  by  registered  or
certified  mail (postage  prepaid),  return  receipt  requested;  (iii) sent via
facsimile;  or (iv) sent via email  delivery of a ".pdf" format data file to the
appropriate  party. If the notice or communication is to Subscriber,  it will be
delivered to such address as indicated on Subscriber's signature pages hereto or
to such other address as Subscriber  will have  furnished to Company in writing.
If the notice or  communication  is to Company,  it will be delivered  to: Baron
Energy,  Inc., a Nevada  corporation  located at 392 W. Mill St., New Braunfels,
Texas  78130,   Fax:   (830)   608-0300,   Attn:   Lisa  P.   Hamilton,   Email:
lhamilton@baronenergy.com,  or to  such  other  address  as  Company  will  have
furnished  to  Subscriber  in  writing.  All  such  notices  and  other  written
communication  will be effective:  (x) if delivered  personally or mailed,  upon
delivery;  and (y) if sent via facsimile or via email  delivery of ".pdf" format
data file, upon confirmation of receipt.

          (b)  Assignability;   Successors  and  Assigns.   Subscriber  may  not
transfer,  assign,  cancel,  terminate or revoke this Note Purchase Agreement or
any agreement of Subscriber  made  hereunder,  except as  specifically  provided
herein or therein.  This Note Purchase  Agreement will be binding upon, and will
inure to the  benefit  of,  the  parties  hereto  and  their  heirs,  executors,
administrators,  successors,  legal  representatives  and permitted assigns.  If
Subscriber is more than one person,  the obligations of Subscriber will be joint
and several and the representations,  warranties and agreements herein contained
will be deemed to be made by, and will be  binding  upon,  each such  person and
Subscriber's respective heirs, executors, administrators and successors.

          (c)  Entire  Agreement.  This Note  Purchase  Agreement  and the other
documents referred to herein constitute the entire agreement between the parties
with respect to the subject matter hereof.  Any amendments to this Note Purchase
Agreement  must be made in  writing  and duly  executed  by each of the  parties
hereto.

          (d)  Further  Assurances.  At any time and from time to time after the
date of this Note Purchase  Agreement,  each party will execute such  additional
instruments  and take  such  other  and  further  actions  as may be  reasonably
requested  by any other  party to carry out the intent and  purpose of this Note
Purchase  Agreement.  In  addition,  in the event  Company or its  directors  or
officers request additional  representations by Subscriber,  or documentation of

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<PAGE>
the representations  herein set forth, in order to better evaluate  Subscriber's
suitability  for investment in Company,  Subscriber  will promptly  furnish such
additional   representations  or  documentation  or,  in  the  alternative,   if
Subscriber considers such additional request to be unreasonable, Subscriber will
request that Subscriber's subscription to acquire the Securities be withdrawn.

          (e) Waiver.  Any failure on the part of any party  hereunder to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such  compliance  is owed;  however,  waiver on one
occasion does not operate to effectuate a waiver on any other occasion.

          (f) Attorneys' Fees. Should any dispute arise between the parties over
this Note Purchase  Agreement,  the  prevailing  party in any action  brought to
resolve  said  dispute  shall be entitled to recover  its  reasonable  costs and
attorneys' fees.

          (g)  Survivability.  The  representations,  warranties  and agreements
contained  herein will survive the sale of the Securities  pursuant to this Note
Purchase Agreement.

          (h)  Severability.  The  invalidity  of any  provision  of  this  Note
Purchase Agreement or any portion of a provision will not affect the validity of
any other provision of this Note Purchase  Agreement or the remaining portion of
the applicable provision.

          (i) Governing Law. This Note Purchase Agreement will be governed as to
validity,  construction  and in all other  respects  by the laws of the State of
Nevada without giving effect to provisions thereof regarding conflicts of laws.

          (j) Counterparts.  This Note Purchase Agreement may be executed in any
number of  counterparts,  each of which will be deemed an  original,  and all of
which together will constitute one and the same instrument. Signatures delivered
by facsimile  transmission  or by e-mail  delivery of a ".pdf"  format data file
will be given the same legal force and effect as original signatures.

          (k) Date of Note  Purchase  Agreement.  The date of this Note Purchase
Agreement  will be the date as of which it is accepted  by Company,  on the day,
month and year set forth in Company's signature to this Note Purchase Agreement.

          (l) Fees and  Expenses.  Each party shall pay the fees and expenses of
its advisers,  counsel,  accountants  and other  experts,  if any, and all other
expenses  incurred  by such  party  incident  to the  negotiation,  preparation,
execution,  delivery and  performance  of this Note  Purchase  Agreement and all
documents contemplated herein.

          (m)  Short  Sales  and  Confidentiality.  Other  than the  transaction
contemplated hereunder, such Subscriber has not directly or indirectly,  nor has
any  person  acting on  behalf of or  pursuant  to any  understanding  with such
Subscriber, executed any disposition,  including Short Sales (as defined below),
in the securities of the Company during the period commencing from the time that
such Subscriber first received a term sheet from the Company or any other person
setting  forth the material  terms of the  transactions  contemplated  hereunder
until the date hereof  ("Discussion  Time").  Each Subscriber  severally and not
jointly with the other Subscribers  covenants that neither it nor any affiliates
acting on its behalf or pursuant to any  understanding  with it will execute any
Short Sales during the period after the  Discussion  Time and ending at the time
that such Subscriber no longer owns any Note issued hereunder.  Each Subscriber,
severally and not jointly with the other Subscribers,  covenants that until such
time as the  transactions  contemplated  by this  Note  Purchase  Agreement  are
publicly  disclosed by the Company  pursuant to applicable  law, such Subscriber
will maintain the  confidentiality  of all disclosures  made to it in connection
with this transaction  (including the existence and terms of this  transaction).
Notwithstanding  the  foregoing,   in  the  case  of  a  Subscriber  that  is  a

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<PAGE>
multi-managed  investment  vehicle whereby  separate  portfolio  managers manage
separate portions of such Subscriber's assets and the portfolio managers have no
direct  knowledge of the  investment  decisions  made by the portfolio  managers
managing  other  portions of such  Subscriber's  assets,  the covenant set forth
above  shall  only apply with  respect to the  portion of assets  managed by the
portfolio  manager that made the investment  decision to purchase the Securities
covered by this Note Purchase Agreement.  "Short Sales" shall include all "short
sales" as defined in Rule 200 of Regulation  SHO under the  Securities  Exchange
Act of 1934, as amended (but shall not be deemed to include the location  and/or
reservation of borrowable Shares).

     IN  WITNESS  WHEREOF,  this  Note  Purchase  Agreement  has  been  made and
delivered as of the date first written below.

                                   BARON ENERGY, INC., a Nevada corporation


                                   By: /s/ Ronnie L. Steinocher
                                       -----------------------------------------
                                       Ronnie L. Steinocher, CEO

                                   Date: February 21, 2012

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<PAGE>
THE  SECURITIES  REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), AND MAY NOT BE SOLD,
TRANSFERRED  OR  OTHERWISE  DISPOSED  OF BY THE  HOLDER  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  FILED  UNDER  THE  SECURITIES  ACT,  AND  IN
COMPLIANCE  WITH APPLICABLE  SECURITIES LAWS OF ANY STATE OR OTHER  JURISDICTION
WITH RESPECT  THERETO,  OR IN ACCORDANCE  WITH AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE  SATISFACTORY  TO THE ISSUER THAT  REGISTRATION  IS NOT REQUIRED UNDER
SAID  SECURITIES  ACT,  APPLICABLE  STATE  SECURITIES LAWS OR SECURITIES LAWS OF
OTHER JURISDICTIONS.

ADDITIONALLY,  ANY TRANSFER OF THE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE
WITH THE  PROVISIONS  OF  REGULATION  S (RULES 901 THROUGH  905 AND  PRELIMINARY
NOTES),  PURSUANT TO  REGISTRATION  UNDER THE SECURITIES  ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION;  AND HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

                           CONVERTIBLE PROMISSORY NOTE

$33,333                                         Effective Date: February 2, 2012

     FOR  VALUE  RECEIVED,   the  undersigned  BARON  ENERGY,   INC.,  a  Nevada
corporation ("Maker"), does hereby promise, in accordance with the Note Purchase
Agreement, dated as of February 2, 2012 (the "Note Purchase Agreement"),  to pay
to the order of Randall Oser  ("Payee") at the address of Payee set forth in the
Note Purchase Agreement,  in immediately available funds of official currency of
the  United  States,  the  principal  sum  of  $33,333,  or so  much  as  may be
outstanding hereunder from time to time, together with interest thereon from the
date of this Convertible Promissory Note (the "Note"), as provided herein.

     This Note is one of a series of convertible  promissory notes of like tenor
and  ranking  (collectively,  the  "Notes")  made by Maker  in favor of  certain
investors (collectively,  the "Investors"), all upon terms set forth in the Note
Purchase Agreement and this Note.

     By acceptance of this Note,  Payee agrees that it will promptly deliver and
surrender  this Note to Maker upon full  payment  thereof,  or upon  election of
conversion or redemption.

     1.  PRINCIPAL  BALANCE.  This  Note  evidences  a loan  up to  the  maximum
principal  sum  specified  above,  less the  aggregate  amount of all  principal
repayments made under this Note by Maker to Payee.

     2. INTEREST RATE. Interest shall be payable on the unpaid principal balance
of this Note, as the same may exist from time to time,  from the Effective  Date
set forth above until paid or converted in full,  in  accordance  with the terms
herein.  If any or all of the unpaid  principal  balance of this Note is paid in
coin and  currency,  interest  shall  be  payable  at the rate of 8% per  annum.
Interest on the principal balance outstanding will be calculated on the basis of
the actual  number of days elapsed over an assumed year  consisting of 360 days,
to the date of receipt by Payee at the place of payment designated herein of any
interest and/or principal.

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     3. PAYMENT  TERMS.  Any  outstanding  principal  balance and accrued unpaid
interest shall be paid to Payee, on a pari passu basis with all other Investors,
by Maker in full no later than twelve months from the  Effective  Date set forth
above (the "Maturity Date").

     4. CONVERSION RIGHTS.

          (a) At any time after one hundred eighty days from the Effective Date,
in  Payee's  sole  discretion,  Payee  shall  have  the  right  to  convert  the
outstanding  principal  amount of this Note and  unpaid  interest  thereon  (the
"Convertible  Amount") in whole or in part into shares of Maker's  common stock,
par value of $0.001 per share ("Shares") in lieu of having Maker repay this Note
pursuant to Section 3 above  ("Conversion").  The  Convertible  Amount as of the
date Maker  receives  Payee's  Notice of  Conversion,  Redemption  or  Repayment
("Payee's  Notice")  is  convertible  into that  number  of Shares  equal to the
Convertible  Amount  divided by the  Conversion  Price (as defined in Section 13
below). No fractional Shares will be issued in connection with any conversion of
the  Conversion  Amount,  but instead  will be rounded up to the  nearest  whole
Share.

          (b) In the event Maker  consummates a Qualified  Financing (as defined
below) prior to the Maturity  Date,  Payee shall have the right to: (i) elect to
require  Maker  to  redeem  all but not less  than  all of the then  outstanding
principal  amount of this Note,  plus accrued and unpaid  interest  ("Redemption
Amount");  or (ii)  continue  to hold  this  Note  until  the  Maturity  Date or
Conversion.  For purposes herein,  a "Qualified  Financing" shall mean an equity
financing  for the  purpose of raising  capital,  pursuant  to which Maker sells
Shares for an aggregate  gross sales price of not less than ONE MILLION  DOLLARS
($1,000,000).

          (c) Maker shall notify Payee if and when Maker consummates a Qualified
Financing  ("Maker's  Notice").  Within five days of receipt of Maker's  Notice,
Payee must  provide  written  notice to Maker of Payee's  election to have Maker
redeem this Note in  accordance  with this Section 4 or to have Maker repay this
Note  pursuant  to Section 3 above.  In the event  Payee  fails to respond  with
Payee's  election  within such time frame,  Payee shall  forfeit its  redemption
rights under this Section 4, and Maker shall repay Payee  pursuant to Section 3,
unless Payee elects to convert the Note in accordance  with this Section 4 prior
to the Maturity Date. Maker shall deliver to Payee the Redemption  Amount within
fifteen days of receipt of Payee's election pursuant to this Section 4.

          (d) Upon conversion or redemption of this Note in accordance with this
Section  4, the  outstanding  principal  balance  on this  Note and all  accrued
interest due thereon as of the date of conversion  or redemption  will be deemed
paid in full, and the Note will be deemed cancelled and of no force or effect.

     5. PREPAYMENT.  Notwithstanding  anything contained herein to the contrary,
this Note is subject to prepayment in whole at any time at the sole and absolute
option of Maker,  upon five days prior written notice to Payee.  In the event of
prepayment,  Maker shall pay to Payee 110% of the outstanding  principal balance
of the Note, plus any accrued interest due on such outstanding principal balance
as of the date of such  prepayment.  Any  prepayment  by  Maker  must be made in
connection with the prepayment of all Notes issued by Maker.

     6. LIQUIDITY  EVENT.  If a Liquidity Event (as defined herein) occurs prior
to the  Maturity  Date,  the  Maker  will pay to Payee  110% of the  outstanding
principal balance of the Note, plus any accrued interest due on such outstanding
principal  balance as of the date of the closing of such  Liquidity  Event.  For
purposes  herein,  a "Liquidity  Event" shall mean any of the  following:  (a) a
merger of the Maker with or into any other Person (as defined  herein),  if, and
only  if,  after  such  merger  holders  of a  majority  of the  Maker's  voting
securities  immediately prior to the merger do not hold a majority of the voting

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securities  of the  successor  entity;  or (b) a sale  or  conveyance  of all or
substantially  all of Maker's  assets or common stock to any other  Person.  For
purposes herein, "Person" is defined as an individual, partnership, corporation,
business trust, limited liability company, limited liability partnership,  joint
stock company, trust, unincorporated association, joint venture, or governmental
body.

     7. EVENTS OF DEFAULT.  Any of the following  shall  constitute an "Event of
Default"  under  this  Note,  and shall give rise to the  remedies  provided  in
Section 8 herein.

          (a) Maker defaults in the  compliance  with any term contained in this
Note and such default is not remedied or waived  within 30 days after receipt by
Maker of notice from Payee of such default.

          (b) The  occurrence  of any of the  following:  (i) a court  enters  a
decree or order for relief with  respect to Maker in an  involuntary  case under
any applicable  bankruptcy,  insolvency or other similar law now or hereafter in
effect,  which  decree  or order is not  stayed or other  similar  relief is not
granted under any applicable  federal or state law; (ii) the  continuance of any
of the following events for 60 days unless dismissed,  bonded or discharged: (A)
an involuntary case is commenced against Maker under any applicable  bankruptcy,
insolvency  or other  similar law now or  hereafter  in effect;  (B) a decree or
order of a court for the  appointment of a receiver,  liquidator,  sequestrator,
trustee, custodian or other officer having similar powers over Maker or over all
or a substantial part of its property,  is entered;  or (C) an interim receiver,
trustee or other custodian is appointed  without the consent of Maker for all or
a substantial  part of the property of Maker;  (iii) Maker consents to the entry
of an  order  for  relief  in an  involuntary  case or to the  conversion  of an
involuntary  case to a  voluntary  case  under any such law or  consents  to the
appointment of or taking  possession by a receiver,  trustee or other  custodian
for all or a substantial  part of its property;  (iv) Maker makes any assignment
for the benefit of creditors;  or (v) the board of directors of Maker adopts any
resolution or otherwise authorizes action to approve any of the actions referred
to in this Section 7(b).

     8. REMEDIES ON EVENT OF DEFAULT.  If any Event of Default will occur, Payee
shall, in addition to any and all other available rights and remedies,  have the
right, at Payee's  option,  to declare the entire unpaid  outstanding  principal
balance of this Note,  together with all interest accrued thereon at the rate of
18% per annum to the date of said  Event of  Default,  and all other sums due by
Maker hereunder,  to be immediately due and payable, and either: (a) convert the
Convertible  Amount into that number of Shares equal to the  Convertible  Amount
divided by the Default Conversion Price (as defined in Section 13 below); or (b)
pursue any and all available  remedies for the  collection of such principal and
interest to enforce its rights as described  herein;  and in such case Payee may
also  recover  all costs of suit and other  expenses  in  connection  therewith,
including  reasonable  attorneys' fees for collection and the right to equitable
relief to enforce Payee's rights as set forth herein.  The remedies  provided in
this Note may be  exercised  by Payee  without  notice  to Maker (to the  extent
permitted by law and except as notice is herein expressly  required) and will be
in addition to and not in  substitution  for the rights and remedies which would
otherwise  be vested in Payee for the  recovery of damages or  otherwise  in the
event of a breach of any of the undertakings of Maker  hereunder.  No failure by
Payee to exercise and no delay in exercising any right, power or privilege under
this Note will  operate  as a waiver  thereof,  nor will any  single or  partial
exercise of any right, power or privilege hereunder preclude any other,  further
or additional exercise thereof.

     9.  GOVERNING  LAW.  This Note will be  construed  in  accordance  with and
governed by the local laws of the State of Nevada,  without  regard to its rules
regarding choice of law.

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     10.  AMENDMENT.  Neither  any  provision  of this Note nor any  performance
hereunder may be amended or waived  orally,  but only by an agreement in writing
and  signed  by the  party  against  whom  enforcement  of any  waiver,  change,
modification or discharge is sought.

     11.  BINDING  EFFECT.  The rights and  obligations of Maker under this Note
will  be  binding  upon  its  successors,  assigns,  heirs,  administrators  and
transferees.

     12.  NOTICES.  All  notices,  request or other  communication  required  or
permitted  hereunder will be in writing and will be (a) delivered  personally by
hand or a  nationally-recognized  overnight courier; (b) mailed by registered or
certified  mail  (postage  prepaid),  return  receipt  requested;  (c)  sent via
facsimile;  or (d) sent via email  delivery of a ".pdf"  format data file to the
appropriate  party.  All such notices and other  written  communication  will be
addressed to the appropriate  party at their  respective  addresses set forth in
the Note  Purchase  Agreement.  Any party  may,  by notice so given,  change its
address  for  future  notice  hereunder.  All such  notices  and  other  written
communication  will be effective:  (i) if delivered  personally or mailed,  upon
delivery;  and (ii) if sent via facsimile or via email delivery of ".pdf" format
data file, upon confirmation of receipt.

     13. DEFINITIONS.

          (a)  "Conversion  Price" shall mean eighty percent (80%) of the Market
Price.

          (b) "Default  Conversion Price" shall mean seventy-five  percent (75%)
of the Market Price.

          (c)  "Market  Price"  shall  mean the  average of the three (3) lowest
daily closing  prices of the Shares as reported by the  Principal  Market during
the period  beginning  on the Notice Date and ending on and  including  the date
that is five (5) Trading Days after such Notice Date.

          (d)  "Principal  Market"  shall mean the NYSE Amex,  the NASDAQ  Stock
Market, the NYSE, the  over-the-counter  electronic  bulletin board, or the Pink
Sheets,  whichever  is the  principal  market on which the  Shares are listed or
quoted for trading.

          (e)  "Notice  Date"  shall  mean the  Trading  Day on which  the Maker
receives a Payee  Notice;  provided,  however,  a Payee  Notice  shall be deemed
received by Maker on: (a) the Trading Day it is received by facsimile,  email or
otherwise by Maker if such notice is received  prior to 9:00 a.m.  Eastern Time;
or (b) the  immediately  succeeding  Trading Day if it is received by facsimile,
email or  otherwise  after 9:00 a.m.  Eastern  Time on a Trading  Day.  No Payee
Notice may be deemed delivered on a day that is not a Trading Day.

          (f) "Trading Day" shall mean any day on which the Principal Market for
the Shares is open for the transaction of business,  from the hours of 9:30 a.m.
until 4:00 p.m. Eastern Time.

     EXECUTED as of the date first set forth above.

                                      MAKER:

                                      BARON ENERGY, INC., a Nevada corporation


                                      By: /s/ Ronnie L. Steinocher
                                          --------------------------------------
                                          Ronnie L. Steinocher, CEO

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                  NOTICE OF CONVERSION, REDEMPTION OR REPAYMENT

             (To be executed and delivered by Payee upon receipt of
    Maker's Notice or any time Payee elects to convert into shares of Maker)

     The undersigned hereby elects (mark as applicable):

     [ ] to convert $_________________,  of the outstanding principal balance on
the Note and unpaid interest thereon issued by Baron Energy,  Inc.  ("Maker") on
____________,  201  into  shares  of  common  stock in  Maker  according  to the
conditions set forth in such Note and in the Note Purchase Agreement (as defined
in the Note).

     [ ] to redeem $_________________,  the outstanding principal balance on the
Note and unpaid interest thereon issued by Maker on ____________,  201 according
to the conditions set forth in such Note and in the Note Purchase Agreement,  as
of the date of Maker's Notice.

     [ ] to waive its right to redeem and shall be repaid on the  Maturity  Date
(as  defined  in the Note) the  outstanding  principal  balance  on the Note and
unpaid  interest  thereon issued by Maker on  ____________,  201 as set forth in
such Note and in the Note Purchase  Agreement,  unless  earlier  converted  into
shares of common stock of Maker.


Signature:
          -------------------------------------
Print Name:
           ------------------------------------
Address:
        ---------------------------------------

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