Exhibit 4.9

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (OID) FOR PURPOSES OF SECTIONS 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS JANUARY 30, 2007. FOR INFORMATION REGARDING THE
ISSUE PRICE, AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT AND THE YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT THE BASELINE OIL & GAS CORP. OF THE ISSUER AT 411 NORTH SAM HOUSTON PARKWAY EAST, SUITE 300, HOUSTON, TEXAS
77060, (281) 591-6100.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



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BASELINE OIL & GAS CORP.

121/2% SENIOR SECURED NOTES DUE 2012



|                     |  |              |  | 
|-------------------- |  | ------------ |  | 
|CUSIP No. 069827 AG8 |  |              |  | 
|No.1                 |  | $115,000,000 |  | 

Baseline Oil & Gas Corp., a Nevada corporation (the Company, which
term includes any successor entity), for value received promises to pay to Cede & Co. or registered assigns the principal sum of ONE HUNDRED FIFTEEN MILLION DOLLARS ($115,000,000) (or such principal amount as may be set forth in the records
of the Trustee hereinafter referred to in accordance with the Indenture) on October 1, 2012, and to pay interest thereon as hereinafter set forth.

Interest Rate: 121/2%

Interest Payment Dates: Interest will be payable semi-annually in
cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2008.

Record Dates: March 15 and
September 15.

Reference is made to the further provisions of this Note contained on the reverse side of this Note,
which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused
this Note to be signed manually or by facsimile by its duly authorized officer.



BASELINE OIL & GAS CORP.By:Name: Patrick H. McGareyTitle: Chief Financial Officer


Dated: January 30, 2008



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TRUSTEE CERTIFICATE OF AUTHENTICATION

This is one of the 121/2% Senior Secured Notes due 2012 referred to in the within-mentioned Indenture.



|       |  |                  |  |                                  |  |     |  |       
|------ |  | ---------------- |  | -------------------------------- |  | --- |  | ------
|       |  |                  |  | THE BANK OF NEW YORK, as Trustee
|       |  |                  |  |                                 
|Dated: |  | January 30, 2008 |  |                                  |  | By: |  |       
|       |  |                  |  |                                  |  |     |  | Name: 
|       |  |                  |  |                                  |  |     |  | Title:



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121/2% SENIOR SECURED NOTES DUE 2012

1.
Interest. Baseline Oil & Gas Corp., a Nevada corporation (the Company), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on the Note will accrue from the
most recent date on which interest has been paid or, if no interest has been paid, from and including the Issue Date. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2008. Interest will
be computed on the basis of a 360-day year comprised of twelve 30-day months. The Company will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at such
higher rate to the extent lawful. Additional Interest may accrue on this Note in certain circumstances pursuant to the Registration Rights Agreement and all references to interest in this Note shall include any Additional Interest due on
this Note pursuant to the terms of the Registration Rights Agreement.

2. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons who are the registered Holders at the close of business on the Record Date immediately preceding the Interest Payment Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date, and on or before such Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts (U.S. Legal Tender). However, the Company may pay principal and interest by check payable in such U.S. Legal Tender. The Company may deliver any such interest
payment to the Paying Agent or to a Holder at the Holders registered address.

3. Paying Agent and Registrar. Initially, The
Bank of New York (the Trustee) will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-Registrar without notice to the Holders.

4. Indenture. The Notes and the Guarantees were issued under an Indenture, dated as of October 1, 2007 (the Indenture),
among the Company, the Trustee and the Collateral Agent. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the TIA), as in effect on the date of the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in
effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such
terms. The Notes are senior secured obligations of the Company. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.



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5. Redemption.

(a) Optional Redemption

(1) Optional Redemption Prior to October 1, 2010.At any time prior to October 1, 2010, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holders registered address, at a redemption
price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the Redemption Date), subject to the rights of
Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(2) Optional
Redemption On or After October 1, 2010. The Notes are not redeemable before October 1, 2010. Thereafter, the Company may redeem the Notes, at its option, in whole or in part, upon not less than 30 nor more than 60 days notice, at
a redemption price at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to (but not including) the redemption date, if redeemed during the twelve-month period beginning on
October 1 of the years set forth below:



|                    |  |            |  
|------------------- |  | ---------- | -
|Year                |  | Percentage |  
|2010                |  | 106.750    | %
|2011 and thereafter |  | 100.000    | %

In addition, the Company must pay accrued and unpaid interest and Additional Interest, if any, on
the Notes redeemed to the Redemption Date.

(3) Optional Redemption Upon Equity Offerings. At any time, or from time
to time, prior to October 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes originally issued under this
Indenture at a redemption price of 113.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that:

(i) at least 65% of the principal amount of Notes originally issued under this Indenture remains outstanding immediately after any such
redemption; and

(ii) the Company makes such redemption not more than 120 days after the consummation of any such Equity
Offering.

(b) Mandatory Redemption.The Company is not required to make any mandatory redemption or sinking fund payments with
respect to the Notes.



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6. Notice of Redemption. Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holders registered address with a copy to the Trustee and Paying Agent. If fewer than all of the Notes are to be redeemed, at any time,
selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata
basis, by lot or by such method as the Trustee deems to be fair and appropriate; provided, that if any such partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Notes only on a pro rata
basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption
portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes that have denominations larger than $1,000.

Except as set forth in the Indenture, if monies for the redemption of the Notes called for redemption shall have been deposited with the Paying Agent for redemption on such Redemption Date sufficient to pay such Redemption Price plus
accrued and unpaid interest and Additional Interest, if any, the Notes called for redemption will cease to bear interest from and after such Redemption Date, and the only remaining right of the Holders of such Notes will be to receive payment of the
Redemption Price plus accrued and unpaid interest and Additional Interest, if any, as of the Redemption Date upon surrender to the Paying Agent of the Notes redeemed.

7. Offers to Purchase. Sections 4.15, 4.16 and 4.27 of the Indenture provide that upon the occurrence of a Change of Control, after certain Asset Sales and in the event of an Excess Cash
Flow Offer, respectively, and subject to further limitations contained therein, the Company will make an offer to purchase certain amounts of the Notes in accordance with the procedures set forth in the Indenture.

8. Denominations; Transfer; Exchange. The Notes are in registered form, without coupons, in denominations of $1,000 and integral multiples
thereof. A Holder shall register the transfer of or exchange of Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes, fees or
similar governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Notes or portions thereof selected for redemption.

9. Persons Deemed Owners. The registered Holder of a Note shall be treated as the owner of it for all purposes.

10. Unclaimed Money. If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent may pay
the money without interest thereon back to the Company. After that, all liability of the Trustee and such Paying Agent with respect to such money shall cease.

11. Discharge Prior to Redemption or Maturity. If the Company at any time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes
to redemption or stated maturity and complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its
obligation to pay the principal of and interest and Additional Interest, if any, on the Notes).



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12. Amendment; Supplement; Waiver. Subject to certain exceptions, the Indenture, the Notes, the
Guarantees and the Collateral Agreements may be amended or supplemented with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or Event of Default or noncompliance
with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without consent of any Holder, the parties thereto may amend or supplement the Indenture, the Notes,
the Guarantees, or the Collateral Agreements to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, provide for the assumption of the Companys or
any Guarantors obligations in accordance with Section 5.01 and Section 10.04 of the Indenture, make any other change that would provide any additional rights or benefits to the Holders that does not adversely affect the
legal rights of any Holder of a Note, to comply with the TIA, to allow for additional guarantees, if necessary, in connection with any addition or release of Collateral permitted under the Indenture or the Collateral Agreements, to release a
Guarantor from its Guarantee as permitted by the Indenture and to conform the text of the Indenture, the Collateral Agreements, the Notes and the Guarantees to the Offering Circular if necessary.

13. Restrictive Covenants. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness or grant Liens, make payments in respect of their Capital Stock or certain Indebtedness, enter into transactions with Affiliates, create dividend or other payment restrictions affecting Subsidiaries, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation. Such limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with such limitations.

14. Successors. When a successor
assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes, the Guarantees and the Indenture, the predecessor will be released from those obligations.

15. Defaults and Remedies. If an Event of Default occurs and is continuing (other than certain events of bankruptcy involving the Company), the
Trustee or the Holders of at least 25% in aggregate principal amount of outstanding Notes may declare all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default
in payment of principal or interest) if it determines that withholding notice is in their interest.



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16. Trustee Dealings with Company. Subject to the terms of the TIA and the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

17. No Recourse Against Others. No past, present or future affiliate, director, officer, employee, incorporator or holder of any equity interests
in the Company or a Guarantor or any direct or indirect parent corporation of the Company or a Guarantor, as such, will have any liability for any obligations of the Company or a Guarantor under the Notes, the Guarantees or the Indenture, or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Each
of the parties hereto acknowledges that such waiver may not be effective to waive liabilities under the federal securities laws.

18.
Guarantees. Payment of principal and interest (including interest on overdue principal and overdue interest, if lawful), is unconditionally and irrevocably guaranteed, jointly and severally, by each of the Guarantors.

19. Authentication. This Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on
this Note.

20. Governing Law. THIS NOTE, THE INDENTURE, THE GUARANTEES AND THE COLLATERAL AGREEMENTS (OTHER THAN THE MORTGAGES)
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE INDENTURE, THE GUARANTEES AND THE COLLATERAL AGREEMENTS (OTHER THAN THE MORTGAGES) OR THE TRANSACTIONS
CONTEMPLATED BY THIS NOTE.

21. Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a
Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22. Security. The Companys and Guarantors obligations under the Notes are secured by liens on the Collateral pursuant
to the terms of the Collateral Agreements. The actions of the Trustee and the Holders of the Notes secured by such liens and the application of proceeds from the enforcement of any remedies with respect to such Collateral are limited pursuant to the
terms of the Collateral Agreements.



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23. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed thereon.

The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: Baseline Oil & Gas Corp., 411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060.



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ASSIGNMENT FORM

If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed:

I or we assign and
transfer this Note to:











(Print or type name, address and zip code and

social security or tax ID number of assignee)

and irrevocably appoint____________________________________________________________________________

agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.



|       |  |  |  |  |  |         |  |                                                                   
|------ |  |  |  |  |  | ------- |  | ------------------------------------------------------------------
|       |  |  |  | 
|Dated: |  |  |  |  |  | Signed: |  |                                                                   
|       |  |  |  |  |  |         |  | (Sign exactly as your name appears on the other side
of this Note)

Signature Guarantee:_______________________________

In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as amended (the Securities Act), covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) October 1, 2008, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred:

[Check One]



|    |  |   |  |                                                                                                                                                                                                                                                                                       
|--- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |  
|(1) |  |  ̈ |  | to the Company or a subsidiary thereof; or                                                                                                                                                                                                                                            
|    |  |  
|(2) |  |  ̈ |  | pursuant to and in compliance with Rule 144A under the Securities Act; or                                                                                                                                                                                                             
|    |  |  
|(3) |  |  ̈ |  | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter
containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or
|    |  |  
|(4) |  |  ̈ |  | outside the United States to a person other than a U.S. person in compliance with Rule 904 of Regulation S under the Securities Act; or                                                                                                                                             
|    |  |  
|(5) |  |  ̈ |  | pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or                                                                                                                                                                                         



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(6)   ̈    pursuant to an effective registration
statement under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate
in the name of any person other than the registered Holder thereof; provided that if box (3), (4) or (5) is checked, the Company or the Trustee may require, prior to registering any such transfer of the Notes, in its sole
discretion, such legal opinions, certifications (including an investment letter in the case of box (3) or (4)) and other information as the Trustee or the Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

If none of the
foregoing boxes is checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in
Section 2.15 of the Indenture shall have been satisfied.



|       |  |  |  |  |  |         |  |                                                                   
|------ |  |  |  |  |  | ------- |  | ------------------------------------------------------------------
|       |  |  |  | 
|Dated: |  |  |  |  |  | Signed: |  |                                                                   
|       |  |  |  |  |  |         |  | (Sign exactly as your name appears on the other side
of this Note)

Signature Guarantee:_______________________________

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

The undersigned represents
and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule
144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon the undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.



|       |  |  |  |  |  |  |  |                                               
|------ |  |  |  |  |  |  |  | ----------------------------------------------
|       |  |  |  | 
|Dated: |  |  |  |  |  |  |  |                                               
|       |  |  |  |  |  |  |  | NOTICE: To be executed by an executive officer



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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

Section 4.15   ̈

Section 4.16   ̈

Section 4.27   ̈

If you want to elect to have only part
of this Note purchased by the Company pursuant to Section 4.15, Section 4.16 or Section 4.27 of the Indenture, state the amount you elect to have purchased:

$_________________________________



|       |  |  |  |  |  |                                                      |  |                                                                                                                                                                                                                                                 
|------ |  |  |  |  |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |  | 
|Dated: |  |  |  |  |  |                                                     
|       |  |  |  |  |  | NOTICE:                                              |  | The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever
and be guaranteed by the endorsers bank or broker.
|       |  |  | 
|       |  |  |  |  |  | Signature Guarantee:________________________________