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-10.2 - DEBT SETTLEMENT - Baron Energy Inc.ex10-2.txt
EX-10.3 - DEBT SETTLEMENT - Baron Energy Inc.ex10-3.txt

                                                                    Exhibit 10.4

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

February 28, 2011

Pierce-Hamilton Energy Partners LP
712 Willow Ridge Dr.
San Marcos, TX  78666

Re: Debt Settlement

On December 20, 2005,  Esconde  Resources LP  ("Esconde")  executed a promissory
note (the  "Note') in the amount of $5,000  payable  to  Pierce-Hamilton  Energy
Partners 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 $3,165.

Between  July 16,  2007  and  October  20,  2009,  Creditor  loaned  Esconde  an
additional  $52,086.  This was an  undocumented  loan (the "Loan").  The imputed
interest on the Loan is $5,517 for a total  amount due of $57,603.  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
$60,768.  Both parties  agree that the Creditor will settle the Debt for $55,251
which is equal to the Note balance of $3,165 plus the Loan principal  balance of
$52,086.  Both  parties  further  agree that the  Creditor  will accept  789,303
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/ Ronnie L. Steinocher
------------------------------
Ronnie L. Steinocher
President and CEO

Agreed:

Pierce-Hamilton Energy Partners LP             Baron Energy, Inc.
by Muscoda Hill Energy LLC, its General
Partner


Signed:                                        Signed:


/s/ Lisa P. Hamilton                           /s/ Ronnie L. Steinocher
------------------------------                 ---------------------------------
Lisa P. Hamilton, President                    Ronnie L. Steinocher, President
                                               and CEO
Date:                                          Date: