Exhibit 4.1

                                WARRANT AGREEMENT

     THIS WARRANT  AGREEMENT,  dated as of July 28, 2014,  by and between  PETRO
CAPITAL ENERGY CREDIT, LLC, AS ADMINISTRATIVE  AGENT FOR THE LENDERS REFERRED TO
BELOW (the "Purchaser" or  "Administrative  Agent"),  and BARON ENERGY,  INC., a
Nevada corporation (the "Company"). Capitalized terms used herein shall have the
meanings given to such terms in Section IV(A) hereof.

     WHEREAS,  pursuant  to and  subject  to the  terms and  conditions  of that
certain  Credit  Agreement,  dated as of the date hereof (as amended,  restated,
supplemented  or modified  from time to time,  the "Credit  Agreement"),  by and
among the  Company,  Baron  Production  LLC, a wholly  owned  subsidiary  of the
Company   ("BP"),   the  lenders   party  thereto  (the   "Lenders"),   and  the
Administrative  Agent,,  the Lenders are making loans to BP the aggregate sum of
$5,000,000 (the "Loans");

     WHEREAS, the Company will directly and indirectly benefit from the Loans to
BP;

     WHEREAS,  the  Purchaser  is  acquiring  from the  Company  a Common  Stock
Purchase  Warrant  in the form  attached  as Exhibit A hereto  (the  "Warrant"),
representing the right to purchase from the Company 5,675,204 Warrant Shares (as
adjusted  from time to time  pursuant to the  provisions  of the Warrant) on the
terms and conditions set forth in the Warrant; and

     WHEREAS,  the  Warrant  is  being  issued  as  an  inducement  and  partial
consideration for the Lenders to enter into the Credit Agreement and to make the
Loans to BP, and without such  issuance,  the Purchaser  will not enter into the
Credit Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     I. EXERCISE PRICE AND CLOSING.

          A. EXERCISE PRICE.  The exercise price of each $.001 par value Warrant
     Share purchased under the Warrant shall be $0.0175 per share.

          B.  CLOSING.  The  closing  of  the  issuance  of the  Warrant  to the
     Purchaser (the "Closing") shall take place  simultaneously with the closing
     pursuant to the Credit  Agreement.  The date of such Closing is hereinafter
     referred to as the "Closing Date."

          C.  TRANSACTIONS  ON CLOSING DATE.  At the Closing,  the Company shall
     deliver to the Purchaser the duly issued Warrant.

     II.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and warrants to, and covenants with, the Purchaser as follows:

          A. GOOD STANDING. The Company is a corporation duly organized, validly
     existing, and in good standing under the laws of the State of Nevada.

          B. AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all requisite
     corporate power and authority and the legal right to enter into and perform
     its  obligations  under this Agreement and to issue and deliver the Warrant
     to the Purchaser.  The execution,  delivery, and performance by the Company
     of its  obligations  under  this  Agreement,  including  the  issuance  and
     delivery of the Warrant and the Warrant Shares to the Purchaser,  have been
     duly  authorized  by all  necessary  corporate  action  on the  part of the
     Company. This Agreement has been duly executed and delivered by the Company
     and  (assuming  due  execution  and delivery by the  Purchaser) is a legal,
     valid, and binding obligation of the Company and is enforceable against the
     Company in accordance with its terms.

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          C. NO  CONFLICT  OR  VIOLATION.  The  execution  and  delivery of this
     Agreement by the Company,  the  performance by the Company of its terms and
     the  issuance  and  delivery of the  Warrant and the Warrant  Shares to the
     Purchaser do not and will not violate or conflict  with (i) the Articles of
     Incorporation or Bylaws of the Company , or (ii) any agreement, instrument,
     law,  rule,  regulation,  order,  writ,  judgment,  or  decree to which the
     Company is a party or to which the Company or any of its assets is subject.

          D.  VALIDITY OF  ISSUANCE.  The Warrant to be issued to the  Purchaser
     pursuant to this  Agreement and the Warrant  Shares issued upon exercise of
     the Warrant will, when issued,  be duly and validly issued,  fully paid and
     nonassessable  (assuming in the case of the Warrant Shares,  payment of the
     exercise  price is made in  accordance  with the terms of the  Warrant) and
     issued  without  violation  of any  preemptive  or  similar  rights  of any
     stockholder  of the  Company  and free and  clear of all  taxes,  liens and
     charges.

          E.   OWNERSHIP.   Immediately   following  the   consummation  of  the
     transactions  contemplated by, referenced in or made in connection with the
     Credit  Agreement,  and each of the documents,  instruments  and agreements
     executed  or  delivered  in  connection   therewith,   the  Warrant  Shares
     constitute 5.0% of the issued and  outstanding  Common Stock of the Company
     on a fully diluted basis on the date of issue.

     III.  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser hereby
represents and warrants to the Company as follows:

          A. INVESTMENT  INTENTION.  The Purchaser is acquiring the Warrant, and
     if any  portion of the  Warrant  is  exercised,  the  Warrant  Shares,  for
     investment solely for its own account and not with a view to, or for resale
     in connection  with, the  distribution or other  disposition  thereof.  The
     Purchaser agrees and acknowledges that it will not, directly or indirectly,
     offer,  transfer, or sell the Warrant or any Warrant Shares, or solicit any
     offers to purchase or acquire the Warrant or any Warrant Shares, unless the
     transfer or sale is permitted by the terms of the Warrant and such transfer
     or sale is (i) pursuant to an effective  registration  statement  under the
     Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
     thereunder  (the  "Securities  Act")  and has  been  registered  under  any
     applicable  state  securities  or "blue sky" laws,  or (ii)  pursuant to an
     exemption from  registration  under the Securities Act and applicable state
     securities or "blue sky" laws.

          B.  LEGEND.  The  Purchaser  has  been  advised  by the  Company  that
     certificates  representing  the  Warrant  will  bear  any  legend  required
     pursuant to the Stockholders Agreement and will bear the following legend:

          NEITHER  THIS WARRANT NOR THE  UNDERLYING  SHARES OF COMMON STOCK HAVE
          BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
          "ACT"),  OR UNDER  ANY  STATE  SECURITIES  LAWS.  ANY OFFER TO SELL OR
          TRANSFER,  OR THE SALE OR  TRANSFER  OF THESE  SECURITIES  IS UNLAWFUL
          UNLESS (A) THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT COVERING THE
          UNDERLYING  SHARES OF COMMON STOCK UNDER THE ACT AND APPLICABLE  STATE
          SECURITIES  LAW,  (B) THE  COMPANY  RECEIVES  AN OPINION OF COUNSEL IN
          FORM,  SUBSTANCE AND SCOPE  REASONABLY  ACCEPTABLE TO THE COMPANY THAT
          REGISTRATION  IS NOT REQUIRED UNDER THE ACT AND ANY  APPLICABLE  STATE
          SECURITIES  LAW, OR (C) THE  TRANSFER IS MADE  PURSUANT TO RULE 144 AS
          PROMULGATED UNDER THE ACT.

     Upon  reasonable  request of the Company in  connection  with any permitted
     transfer  of the  Warrant  or any  Warrant  Shares  (other  than a transfer
     pursuant to a public offering registered under the Securities Act, pursuant
     to Rule 144 or Rule  144A  promulgated  under  the  Securities  Act (or any
     similar rules then in effect),  or to an affiliate of the  Purchaser),  the
     Purchaser will deliver,  if requested by the Company, an opinion of counsel
     knowledgeable in securities laws reasonably  satisfactory to the Company to
     the effect that such transfer may be effected  without  registration  under
     the Securities Act. The Company agrees to issue certificates evidencing the
     Warrant  Shares that do not contain  such legend upon receipt of an opinion
     of counsel,  which opinion and counsel shall be reasonably  satisfactory to

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     the Company,  to the effect that  registration  under the Securities Act is
     not  required  because  of  the  availability  of an  exemption  from  such
     registration.

          C.  ADDITIONAL  INVESTMENT   REPRESENTATIONS.   The  Purchaser  is  an
     "accredited investor" as such term is defined in Rule 501 promulgated under
     the Securities Act as amended.

     IV. MISCELLANEOUS.

          A.  DEFINITIONS.  For the purposes of this  Agreement,  the  following
     terms shall have the following meanings:

          "Business  Day" means any day excluding  Saturday,  Sunday and any day
          which is a legal holiday under the laws of the State of Texas, or is a
          day on which banking institutions located in such state are authorized
          or required by law or other governmental action to close.

          "Subsidiary"  means,  in  respect  of  any  Person,  any  corporation,
          association,  partnership or other business  entity of which more than
          50% of the total  voting  power of shares  of  capital  stock or other
          interests (including  partnership  interests) entitled (without regard
          to the  occurrence  of any  contingency)  to vote in the  election  of
          directors,  managers  or  trustees  thereof  is at the  time  owned or
          controlled,  directly  or  indirectly,  by (a) such  Person,  (b) such
          Person and one or more  Subsidiaries of such Person or (c) one or more
          Subsidiaries of such Person.

          "Warrant  Shares" means shares of the Company's $.001 par value Common
          Stock  issuable upon exercise of this Warrant;  provided,  that if the
          securities  issuable  upon  exercise  of the  Warrant are issued by an
          entity  other  than the  Company  or there is a change in the class or
          series of securities so issuable, then the term "Warrant Shares" shall
          mean shares of the security  issuable  upon exercise of the Warrant if
          such security is not issuable in shares,  or shall mean the equivalent
          units in which such  security  is  issuable  if such  security  is not
          issuable in shares.

          B. NOTICES.  All notices,  demands or other communications to be given
     or delivered  under or by reason of the provisions of this Agreement  shall
     be in writing and delivered  personally,  mailed by certified or registered
     mail, return receipt  requested and postage prepaid,  sent via a nationally
     recognized overnight courier, or via facsimile.  Such notices,  demands and
     other communications will be sent to the address indicated below:

               if to the Company, to:

                    BARON ENERGY, INC.
                    300 S.C.M. Allen Parkway, Suite 400
                    San Marcos, TX 78666
                    Attention:  Lisa P. Hamilton
                    Facsimile:  (512) 392-7238
                    E-mail:

               if to the Purchaser, to:

                    PETRO CAPITAL ENERGY CREDIT, LLC
                    3710 Rawlins Street, Suite 1000
                    Dallas, TX  75219
                    Attention:  Mr. Rosser Newton
                    Facsimile:  (214) 661-7765
                    E-Mail:

     or such other  address  or to the  attention  of such  other  Person as the
     recipient party shall have specified by prior written notice to the sending
     party; provided, that the failure to deliver copies of notices as indicated
     above shall not affect the validity of any notice.  Any such  communication

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     shall be deemed to have been  received (i) when  delivered,  if  personally
     delivered, or sent by  nationally-recognized  overnight courier or sent via
     facsimile,  or (ii) on the third  Business Day  following the date on which
     the  piece of mail  containing  such  communication  is  posted  if sent by
     certified or registered mail.

          C. BENEFIT;  ASSIGNMENT.  This Agreement and all the provisions hereof
     shall be binding upon and shall inure to the benefit of the parties  hereto
     and their respective successors and permitted assigns,  except that neither
     this Agreement nor any rights or obligations hereunder shall be assigned by
     the Company without the prior written consent of the Purchaser.

          D.  AMENDMENT.  This  Agreement  may  be  amended  only  by a  written
     instrument signed by the Company and the Purchaser.

          E.  WAIVER.  Either  party  hereto  may (a)  extend  the  time for the
     performance  of any of the  obligations  or other  acts of the other  party
     hereto,  (b) waive any inaccuracies in the  representations  and warranties
     contained  herein or in any document  delivered  pursuant  hereto,  and (c)
     waive  compliance  with any of the  agreements  or conditions  herein.  Any
     agreement  on the part of a party  hereto to any such  extension  or waiver
     shall be valid as to such  party if set forth in an  instrument  in writing
     signed by such party.

          F.  SEVERABILITY.  In the event that any one or more of the provisions
     hereof, or the application  thereof in any circumstances,  is held invalid,
     illegal or  unenforceable  in any  respect for any  reason,  the  validity,
     legality and  enforceability  of any such  provision in every other respect
     and of the remaining provisions hereof shall not be in any way impaired, it
     being intended that all rights, powers and privileges of the parties hereto
     shall be enforceable to the fullest extent permitted by law.

          G.  APPLICABLE  LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
     AND ENFORCED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF TEXAS
     WITHOUT  GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAWS
     OF THE STATE OF TEXAS OR ANY OTHER  JURISDICTION  WHICH WOULD RESULT IN THE
     APPLICATION OF THE LAWS OF ANY  JURISDICTION  OTHER THAN THOSE OF THE STATE
     OF TEXAS

          H.  EXPENSES.  All  reasonable  fees  and  expenses  incurred  by  the
     Purchaser in  connection  with the  preparation  of this  Agreement and the
     transactions  referred  to herein,  including  the  reasonable  fees of the
     Purchaser's  counsel,  shall  be paid by the  Company,  whether  or not the
     issuance of the Warrant, the execution and delivery of the Credit Agreement
     or any other transaction  contemplated  hereby is consummated.  The Company
     shall  pay all  expenses  in  connection  with,  and all  taxes  and  other
     governmental  charges  that may be imposed with respect to, the issuance or
     delivery of Warrant Shares upon exercise of this Warrant..

          I.  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
     counterparts,  each of which when so executed and delivered shall be deemed
     to be an original and all of which  together  shall be deemed to be one and
     the same agreement. Delivery of an executed counterpart of a signature page
     of this  Agreement  by facsimile or in  electronic  (i.e.,  "pdf" or "tif")
     format shall be effective as delivery of a manually executed counterpart of
     this Agreement.

          J.  DESCRIPTIVE  HEADINGS.  The  headings  in this  Agreement  are for
     convenience of reference  only and shall not limit or otherwise  affect the
     meaning of the terms contained herein.

     IN WITNESS  WHEREOF,  each of the parties  hereto have caused this  Warrant
Agreement to be executed and delivered by its duly authorized  officer as of the
date first written above..

                            [Signature Pages Follow]

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                                     BARON ENERGY, INC.


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


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                                     PETRO CAPITAL ENERGY CREDIT, LLC
                                     as Administrative Agent

                                     By: PCEC Management, LLC,
                                         its Managing Member


                                     By: /s/ Rosser C. Newton
                                         ---------------------------------------
                                         Rosser C. Newton, Authorized Signatory


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