Attached files

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8-K - CURRENT REPORT DATED 3-11-11 - Baron Energy Inc.g4928.txt
EX-10.1 - DEBT SETTLEMENT - Baron Energy Inc.ex10-1.txt
EX-10.3 - DEBT SETTLEMENT - Baron Energy Inc.ex10-3.txt
EX-10.4 - DEBT SETTLEMENT - Baron Energy Inc.ex10-4.txt

                                                                    Exhibit 10.2

                               Baron Energy, Inc.
                                 392 W. Mill St.
                             New Braunfels, TX 78130
                              Ph/Fax (830) 608-0300

February 28, 2011

PWH Resources LP
1913 Gladewood Dr.
Midland, TX  79707

Re: Debt Settlement

On December 20, 2005,  Esconde  Resources LP  ("Esconde")  executed a promissory
note  (the  "Note')  in  the  amount  of  $7,500  payable  to PWH  Resources  LP
("Creditor").  The Note was payable on April 1, 2006,  with interest at the rate
of 4.0% per annum.

As of February 28, 2011, the remaining principal amount plus accrued interest on
the Note is $4,748.

On April 13, 2009,  Creditor loaned Esconde an additional  $11,512.  This was an
undocumented  loan (the "Loan").  The imputed interest on the Loan is $865 for a
total amount due of $12,377. The Note and the Loan are hereinafter  collectively
referred to as the Debt.

Effective February 22, 2010, Baron Energy,  Inc.  ("Debtor") became successor in
interest  to  Esconde.  Creditor  and Debtor  agree to settle the Debt under the
following terms and conditions.

The Creditor and Debtor  agree that the  outstanding  amount owed on the Debt is
$17,125.  Both parties  agree that the Creditor will settle the Debt for $16,260
which is equal to the Note balance of $4,748 plus the Loan principal  balance of
$11,512.  Both  parties  further  agree that the  Creditor  will accept  232,288
restricted  common  shares  of  Debtor  as  payment  in full of all  outstanding
principal and interest on the Debt.

This agreement shall be binding upon the Creditor,  Debtor, and their successors
and assignees.

Sincerely,


/s/ Lisa P. Hamilton
--------------------------------
Lisa P. Hamilton
Executive Vice President and CFO

Agreed:

PWH Resources LP                            Baron Energy, Inc.
by Heard Resources, Inc.,
its General Partner

Signed:                                     Signed:


/s/ Paul W. Heard                           /s/ Ronnie L. Steinocher
--------------------------------            ------------------------------------
Paul W. Heard, Director                     Ronnie L. Steinocher, President
                                            and CEO
Date:                                       Date: