Exhibit 10.76

                                      NOTE

$5,150,000.00                                                      Dallas, Texas
                                                                   July 28, 2014

     FOR VALUE RECEIVED, the undersigned,  Baron Production LLC, a Texas limited
liability company (the "Borrower"),  hereby  unconditionally  promises to pay to
Petro  Capital  Energy  Credit,  LLC, a Texas  limited  liability  company  (the
"Lender") or its registered  assigns at the office of the  Administrative  Agent
specified in the Credit  Agreement (as  hereinafter  defined) in lawful money of
the United States and in immediately  available  funds,  the principal amount of
(a) FIVE MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($5,150,000), or,
if less, (b) the sum of the aggregate  unpaid principal amount of all Loans made
by the Lender to the Borrower  pursuant to Section 2.01 of the Credit Agreement.
The Borrower further agrees to pay interest in like money at such payment office
on the unpaid principal amount hereof from time to time outstanding at the rates
and on the dates specified the Credit Agreement.

     The holder of this Note is  authorized  to endorse on the schedule  annexed
hereto  and made a part  hereof  or on a  continuation  thereof  which  shall be
attached  hereto  and made a part  hereof  the date and amount of each Loan made
pursuant  to the Credit  Agreement  and the date and  amount of each  payment or
prepayment of principal  thereof.  Each such endorsement  shall constitute prima
facie evidence of the accuracy of the information endorsed.  The failure to make
any such endorsement or any error in any such  endorsement  shall not affect the
obligations of the Borrower in respect of any Loan.

     This Note (a) is one of the Notes referred to in the Credit Agreement dated
as of July 28, 2014 (as amended,  restated,  supplemented or otherwise  modified
from time to time, the "Credit  Agreement"),  among the Borrower,  Baron Energy,
Inc.,  a Nevada  corporation,  the  several  lenders  from time to time  parties
thereto and Petro Capital Energy Credit,  LLC, as  Administrative  Agent, (b) is
subject to the provisions of the Credit Agreement and (c) is subject to optional
and  mandatory  prepayment  in  whole  or in  part  as  provided  in the  Credit
Agreement.  This  Note  is  secured  and  guaranteed  as  provided  in the  Loan
Documents.  Reference is hereby made to the Loan  Documents for a description of
the  properties  and assets in which a security  interest has been granted,  the
nature and extent of the security and the  guarantees,  the terms and conditions
upon which the security interests and each guarantee were granted and the rights
of the holder of this Note in respect thereof.

     Upon  the  occurrence  of any one or more of the  Events  of  Default,  all
principal  and all accrued  interest  then  remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Credit Agreement.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment,  demand,  protest,  notice  of  acceleration,  notice  of intent to
accelerate and all other notices of any kind.
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     Unless otherwise defined herein,  terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS.

                                   BARON PRODUCTION LLC

                                   By:
                                       ----------------------------------------
                                   Name:
                                         --------------------------------------
                                   Title:
                                          -------------------------------------

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                                                              Schedule A to Note

                          LOANS AND REPAYMENTS OF LOANS

                           Amount of
         Amount of       Principal of        Unpaid Principal         Notation
Date       Loans         Loans Repaid        Balance of Loans          Made By
----       -----         ------------        ----------------          -------





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