PROMISSORY NOTE

$50,000.00                                                    January 26, 2007
                                                              New York, New York

            FOR VALUE RECEIVED, Baseline Oil and Gas Corp. (the "Maker") hereby
promises to pay to the order of Alan Gaines (hereinafter called "Holder"), the
principal sum of fifty thousand dollars ($50,000) on the earlier to occur of:

            (i) the date on which the Maker closes a financing transaction in
which Maker obtains proceeds in excess of five million dollars ($5,000,000); or

            (ii) July 26, 2007, (the "Maturity Date");

together with all interest accrued thereon at the rate of six percent (6%) per
annum, accruing from the date of this Note to and including the date this Note
is paid in full. Interest shall be calculated on the basis of a 365 day year and
the actual number of days elapsed. In no event shall the interest charged
hereunder exceed the maximum permitted under the laws of the State of New York
or other applicable law.

            The Maker shall have the right to prepay the amount due under this
Note, together with accrued interest on the amount prepaid, without any premium
or penalty, at any time. All payments to Holder shall be made in United States
dollars.

            If any of the following events ("Events of Default") shall occur and
be continuing: (a) the failure of the Maker to pay when due any amount due under
this Note; or (b) the filing of any petition by or against the Maker, or
commencement of any proceedings for the relief or readjustment of any
indebtedness of the Maker under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors and the continuance of such event for 60
consecutive days unless dismissed, bonded to the satisfaction of the court of
competent jurisdiction or discharged, then, or at any time after the happening
and during the continuance of any Event of Default, the Holder may declare this
Note and all amounts payable hereunder to be immediately due and payable,
whereupon this Note, and all amounts due hereunder shall become and be
immediately due and payable, all without presentment, protest, demand or notice
of any kind, all of which are expressly waived by the Maker; provided, however,
that in the event of an entry of an order for relief with respect to the Maker
under the Federal Bankruptcy Code, this Note, and all such amounts shall
automatically become and be due and payable, all without presentment, protest,
demand or notice of any kind, all of which are expressly waived by the Maker.



            The Maker hereby waives presentment for payment, demand, notice of
dishonor and protest of this Note. This Note shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
principles governing conflicts of law. None of the terms or provisions of this
Note may be waived, altered, modified or amended except as the Holder may
consent thereto in writing.

            IN WITNESS WHEREOF, the Maker has caused this Note to be executed
and dated the day and year first above written.

                                            BASELINE OIL & GAS CORP.


                                            By: /s/ Richard Cohen
                                                --------------------------------
                                                Name:  Richard Cohen
                                                Title: Chief Financial Officer