Exhibit 2.1

                           ASSIGNMENT AND BILL OF SALE

THE STATE OF TEXAS
COUNTY OF BORDEN

     This  Assignment  and  Bill of  Sale,  effective  as of  December  1,  2010
("Effective Date"), is by and between BARON ENERGY,  INC., a Nevada corporation,
whose address is 392 West Mill St., New Braunfels,  TX 78130,  as "Assignor" and
the McCabe Family Trust, Stanley McCabe,  Trustee,  whose address is 1030 Genter
St., #401, La Jolla, CA 92037, hereinafter referred to as "Assignee."

                                   WITNESSETH:

     For  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged,  Assignor hereby grants, sells, conveys,  assigns and transfers to
Assignee,  effective  as of the  Effective  Date,  fifty  percent  (50%)  of the
following:

     (a) The  interest of the  Assignor in the oil and gas leases  described  in
Exhibit "A" attached hereto and incorporated herein by reference;

     (b) The  Assignor's  right,  title,  and interest in and under,  or derived
from,  all presently  existing  contracts,  agreements,  and  instruments to the
extent they relate to the interest described in Exhibit "A," including,  but not
limited to, operating agreements,  unitization  agreements,  communitization and
pooling agreements,  agreements for the sale or purchase of oil, gas, casinghead
gas or  CO2,  and  gas  processing  agreements  all  of  which  are  hereinafter
collectively referred to as "Existing Contracts");

     (c) The  Assignor's  right,  title,  and  interest  in and to all  real and
personal property, fixtures,  appurtenances,  easements, licenses, approvals, or
authorizations  and permits to the extent they directly  relate to the interests
described in Exhibit "A,"  including all wells,  associated  equipment,  surface
rights, and lease and unit owned facilities;

     (d) The Assignor's right, title, and interest in and to the oil, gas of any
kind and nature, other hydrocarbons and other minerals in, on, and produced from
or  allocated  to the  leasehold  interest  sold to Assignee  from and after the
Effective Date hereof.

     All of the property and contract rights,  titles,  and interests  described
above are hereinafter collectively called the "Purchased Properties."

     TO HAVE  AND TO HOLD the  said  Purchased  Properties  unto  Assignee,  its
successors  and  assigns,  forever  subject  to  the  terms,  reservations,  and
conditions contained herein.

     All of the  Purchased  Properties,  whether real or personal,  are conveyed
subject to a Special Warranty of Title,  that the Purchased  Properties are free
and clear of and from any lien, claim,  mortgage, or other encumbrance,  whether
similar or dissimilar,  by any person claiming by,  through,  or under Assignor,
and not otherwise.

     Assignor also hereby grants and transfers to Assignee,  its  successors and
assigns,  the benefit of the right to enforce the covenants and  warranties,  if
any,  which  Assignor  is  entitled  to enforce  with  respect to the  Purchased
Properties against Assignor's predecessors in title.

     By acceptance of this Assignment,  on and after the Effective Date Assignee
assumes  and  agrees  to  pay,   perform,   and   discharge  all  of  Assignor's
responsibilities,  liabilities,  and  obligations  related to the  environmental
condition of the Purchased Properties.

     Assignee hereby assumes and agrees to perform all duties and obligations of
the  Assignor,  present,  past,  and future,  applicable  to the  operations  or
prescribed in the leases and Existing Contracts covered hereby.

     Assignee agrees to defend,  indemnify,  and hold harmless Assignor from and
against all losses, costs, claims, demands, suits, liability,  and expenses with
respect to the Purchased  Properties  which arise out of or relate to Assignee's
ownership and/or operation of such properties, or which in any manner relates to
the  condition  of the  premises  and  equipment  with  regard  to any  event or
occurrence occurring after the Effective Date.

     EXECUTED by Assignor and Assignee on the dates shown below.

                                     ASSIGNOR

                                     BARON ENERGY, INC.

Date:                                By:
     -----------------------------       -----------------------------
                                         Ronnie L. Steinocher, President and CEO

STATE OF
         ------------------

COUNTY OF
          -----------------

     The foregoing instrument was acknowledged before me on the _________ day of
December 2010, by Ronnie L. Steinocher, President and CEO of Baron Energy, Inc.,
a Nevada corporation, on behalf of said corporation.

                                      ASSIGNEE

                                      MCCABE FAMILY TRUST

Date:                                 By:
     -----------------------------       -----------------------------
                                      Name: Stanley McCabe, Trustee

STATE OF CALIFORNIA

COUNTY OF _________

     On ________________________________ before me, ____________________________
_________________________________personally appeared ___________________________
_________________________________, who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within  instrument and
acknowledged  to me that he executed the same in his  authorized  capacity,  and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.


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