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Preheat your oven to 200 degrees.
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In a heavy pan, combine the butter, brown sugar, salt and light corn syrup.
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Bring to a boil over medium heat then boil for 5 minutes.
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Remove from heat and stir in baking soda.
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Add popcorn, peanuts and pecans to large pan.
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Pour caramel mixture over popcorn and nuts, until well coated.
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Bake caramel corn for 1 hour, stirring every 15 min.
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Spread on wax paper to cool and enjoy!