EXHIBIT 10.24




THIS  WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID  ACT  OR  AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO SOUTH TEXAS OIL COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase 250,000 shares of Common Stock  of  South  Texas  Oil Company
(subject to adjustment as provided herein)

                         COMMON STOCK PURCHASE WARRANT

No. WVAM-002
Issue Date: January 31, 2007
Re-Issuance Date:  February 4, 2008
Amendment Date: April 1, 2008

SOUTH TEXAS OIL COMPANY, a corporation organized under the laws of the State of
Nevada  (the  "COMPANY"),  hereby  certifies that, for value received, LONGVIEW
MARQUIS MASTER FUND, L.P., 600 Montgomery Street, 44th Floor, San Francisco, CA
94111, Fax: (415) 981-5301, or its assigns (the "HOLDER"), is entitled, subject
to  the  terms  set forth below, to purchase  from  the  Company  at  any  time
commencing on the  Issue  Date  and  through  and until 5:00 p.m., E.S.T on the
fifth  (5th)  anniversary of the Issue Date (the  "EXPIRATION  DATE"),  250,000
fully paid and  nonassessable  shares  of  Common Stock at a per share purchase
price of $10.00. The aforedescribed purchase  price per share, as adjusted from
time to time as herein provided, is referred to herein as the "PURCHASE PRICE."
The number and character of such shares of Common  Stock and the Purchase Price
are  subject  to  adjustment  as provided herein. The Company  may  reduce  the
Purchase  Price  of  some  or  all  of   the  Warrant  Shares,  permanently  or
temporarily, without the consent of the Holder  provided  ten days prior notice
of  such  reduction  is  given to the Holder. Capitalized terms  used  and  not
otherwise defined herein shall  have  the  meanings  set  forth in that certain
Subscription Agreement (the "SUBSCRIPTION AGREEMENT"), dated  January 31, 2007,
entered into by the Company and The Longview Fund, L.P.

As used herein the following terms, unless the context otherwise requires, have
the following respective meanings:

      (a)   The  term  "COMPANY"  shall  mean South Texas Oil Company  and  any
corporation which shall succeed or assume  the  obligations  of South Texas Oil
Company hereunder.

      (b)   The  term "COMMON STOCK" includes (a) the Company's  common  stock,
$.001 par value per  share,  as  authorized  on  the  date  of the Subscription
Agreement,  and  (b) any Other Securities into which or for which  any  of  the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

      (c)   The term  "OTHER SECURITIES" refers to any stock (other than Common
Stock) and other securities  of  the  Company or any other person (corporate or
otherwise) which the holder of the Warrant  at  any  time  shall be entitled to
receive, or shall have received, on the exercise of the Warrant,  in lieu of or
in  addition to Common Stock, or which at any time shall be issuable  or  shall
have  been  issued  in  exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 5 or otherwise.

      (d)   The term "WARRANT SHARES" shall mean the Common Stock issuable upon
exercise of this Warrant.

            1.    Exercise of Warrant.

            1.1.  Number  of  Shares Issuable upon Exercise. From and after the
Issue Date through and including  the  Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of  this  Warrant  in whole in accordance
with the terms of subsection 1.2 or upon exercise of this  Warrant  in  part in
accordance  with  subsection  1.3,  Common  Stock  of  the  Company, subject to
adjustment pursuant to Section 4.

            1.2.  Full Exercise. This Warrant may be exercised  in  full by the
Holder  hereof  by  delivery  of  an original or facsimile copy of the form  of
subscription  attached  as Exhibit A  hereto  (the  "SUBSCRIPTION  FORM")  duly
executed by such Holder and  surrender of the original Warrant within three (3)
days of exercise, to the Company  at  its  principal office or at the office of
its Warrant Agent (as provided hereinafter),  accompanied  by payment, in cash,
wire transfer or by certified or official bank check payable  to  the  order of
the  Company,  in  the  amount obtained by multiplying the number of shares  of
Common Stock for which this  Warrant  is then exercisable by the Purchase Price
then in effect.

            1.3.  Partial Exercise. This  Warrant may be exercised in part (but
not for a fractional share) by surrender of  this  Warrant in the manner and at
the  place provided in subsection 1.2 except that the  amount  payable  by  the
Holder on such partial exercise shall be the amount obtained by multiplying

                  (a)   the  number  of whole shares of Common Stock designated
by the Holder in the Subscription Form by

                  (b)   the Purchase Price  then in effect. On any such partial
exercise, the Company, at its expense, will forthwith  issue  and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the  Holder  hereof  or  as  such  Holder (upon payment by such Holder  of  any
applicable transfer taxes) may request,  the  whole  number of shares of Common
Stock for which such Warrant may still be exercised for the balance of.

            1.4.  Fair Market Value. Fair Market Value  of  a  share  of Common
Stock as of a particular date (the "DETERMINATION DATE") shall mean:

                  (a)   If  the Company's Common Stock is traded on an exchange
or is quoted on the National  Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National  Market System, the NASDAQ Capital Market or the
American  Stock  Exchange,  LLC,  then   the   closing   or  last  sale  price,
respectively,  reported  for  the last business day immediately  preceding  the
Determination Date;

                  (b)   If the  Company's  Common  Stock  is  not  traded on an
exchange or on the NASDAQ National Market System, the NASDAQ Capital  Market or
the  American  Stock  Exchange,  Inc.,  but  is  traded in the over-the-counter
market, then the average of the closing bid and ask  prices  reported  for  the
last business day immediately preceding the Determination Date;

                  (c)   Except   as  provided  in  clause  (d)  below,  if  the
Company's Common Stock is not publicly  traded,  then  as  the  Holder  and the
Company  agree,  or  in  the  absence  of  such an agreement, by arbitration in
accordance   with  the  rules  then  standing  of  the   American   Arbitration
Association, before  a  single  arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided; or

                  (d)   If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common  Stock  pursuant to the charter in the event
of such liquidation, dissolution or winding  up,  plus  all other amounts to be
payable  per  share  in  respect of the Common Stock in liquidation  under  the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.

            1.5.  Company  Acknowledgment. The Company will, at the time of the
exercise of the Warrant, upon  the  request of the Holder hereof acknowledge in
writing its continuing obligation to  afford to such Holder any rights to which
such Holder shall continue to be entitled  after  such  exercise  in accordance
with the provisions of this Warrant. If the Holder shall fail to make  any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

            1.6.  Trustee  for  Warrant  Holders. In the event that a qualified
bank or trust company shall have been appointed  as  trustee  for the Holder of
the Warrants pursuant to Subsection 3.2, such bank or trust company  shall have
all  the  powers  and duties of a warrant agent (as hereinafter described)  and
shall accept, in its  own name for the account of the Company or such successor
person as may be entitled thereto, all amounts otherwise payable to the Company
or such successor, as the  case may be, on exercise of this Warrant pursuant to
this Section 1.

            1.7.  Delivery of Stock Certificates, etc. on Exercise. The Company
agrees that the shares of Common  Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the  Holder  hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares  as  aforesaid.  As  soon  as
practicable  after  the exercise of this Warrant in full or in part, and in any
event  within three (3)  business  days  thereafter  ("WARRANT  SHARE  DELIVERY
DATE"),  the  Company  at  its  expense  (including  the  payment  by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the  Holder  hereof,  or  as  such  Holder (upon payment by such Holder of  any
applicable transfer taxes) may direct  in compliance with applicable securities
laws, a certificate or certificates for  the number of duly and validly issued,
fully paid and nonassessable shares of Common  Stock  (or  Other Securities) to
which  such Holder shall be entitled on such exercise, plus,  in  lieu  of  any
fractional  share  to which such Holder would otherwise be entitled, cash equal
to such fraction multiplied  by the then Fair Market Value of one full share of
Common Stock, together with any  other  stock  or other securities and property
(including cash, where applicable) to which such  Holder  is entitled upon such
exercise  pursuant  to Section 1 or otherwise. The Company understands  that  a
delay in the delivery  of  the  Warrant Shares after the Warrant Share Delivery
Date could result in economic loss to the Holder. As compensation to the Holder
for such loss, the Company agrees  to  pay  (as liquidated damages and not as a
penalty) to the Holder for late issuance of Warrant  Shares  upon  exercise  of
this  Warrant  the  amount  of  $100  per  business day after the Warrant Share
Delivery Date for each $10,000 of Purchase Price  of  Warrant  Shares for which
this Warrant is exercised which are not timely delivered. The Company shall pay
any  payments incurred under this Section in immediately available  funds  upon
demand.  Furthermore,  in addition to any other remedies which may be available
to the Holder, in the event  that  the  Company  fails for any reason to effect
delivery of the Warrant Shares by the Warrant Share  Delivery  Date, the Holder
may revoke all or part of the relevant Warrant exercise by delivery of a notice
to such effect to the Company whereupon the Company and the Holder  shall  each
be restored to their respective positions immediately prior to the exercise  of
the  relevant  portion  of  this  Warrant,  except  that the liquidated damages
described  above  shall  be payable through the date notice  of  revocation  or
rescission is given to the  Company.  The  maximum amount of liquidated damages
payable hereunder pursuant to this Section and  Section  10  hereof  is fifteen
percent (15%) of the aggregate exercise price.

            1.8.  Buy-In.  In  addition  to  any other rights available to  the
Holder,  if  the Company fails to deliver to a Holder  the  Warrant  Shares  as
required pursuant  to  this  Warrant,  within seven (7) business days after the
Warrant Share Delivery Date and the Holder  or a broker on the Holder's behalf,
purchases (in an open market transaction or otherwise)  shares  of common stock
to deliver in satisfaction of a sale by such Holder of the Warrant Shares which
the  Holder  was  entitled to receive from the Company (a "BUY-IN"),  then  the
Company shall pay in  cash to the Holder (in addition to any remedies available
to or elected by the Holder)  the  amount  by  which  (A)  the  Holder's  total
purchase  price  (including  brokerage  commissions,  if any) for the shares of
common  stock  so  purchased exceeds (B) the aggregate Purchase  Price  of  the
Warrant Shares required  to  have been delivered together with interest thereon
at a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which  amount  shall be paid as liquidated damages and
not as a penalty). For example, if a Holder  purchases  shares  of Common Stock
having  a  total  purchase  price of $11,000 to cover a Buy-In with respect  to
$10,000 of Purchase Price of Warrant Shares to have been received upon exercise
of this Warrant, the Company  shall  be required to pay the Holder $1,000, plus
interest. The Holder shall provide the  Company  written  notice indicating the
amounts payable to the Holder in respect of the Buy-In.

            2.    Cashless Exercise.

      (a)   Except as described below, if a registration statement  registering
the  Warrant Shares with the Securities and Exchange Commission on a Form  S-1,
SB-2 or  S-3,  for  unrestricted  public  resale  ("REGISTRATION STATEMENT") is
effective  and  the Holder may sell its shares of Common  Stock  upon  exercise
hereof pursuant to  the Registration Statement, this Warrant may be exercisable
in whole or in part for  cash  only  as  set  forth in Section 1 above. If such
Registration Statement is not available, payment  upon  exercise may be made at
the  option  of  the Holder either in cash, wire transfer or  by  certified  or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price or (i) by cashless exercise in accordance with Section
(b) below, or (ii)  by  a  combination of any of the foregoing methods, for the
number of shares of Common Stock  specified  in  such  form  (as  such exercise
number  shall  be  adjusted  to  reflect any adjustment in the total number  of
shares of Common Stock issuable to  the  Holder  per the terms of this Warrant)
and  the  Holder  shall thereupon be entitled to receive  the  number  of  duly
authorized, validly  issued,  fully-paid  and  non-assessable  shares of Common
Stock (or Other Securities) determined as provided herein.

      (b)   If  the Fair Market Value of one share of Common Stock  is  greater
than the Purchase  Price  (at  the  date of calculation as set forth below), in
lieu of exercising this Warrant for cash,  the  Holder  may  elect  to  receive
shares equal to the value (as determined below) of this Warrant (or the portion
thereof  being  cancelled) by surrender of this Warrant at the principal office
of the Company together  with  the properly endorsed Subscription Form in which
event the Company shall issue to  the Holder a number of shares of Common Stock
computed using the following formula:


X=Y (A-B)

    A

Where X=the  number  of  shares of Common Stock to be issued to the holder

      Y=the number of shares  of Common Stock  purchasable  under  the  Warrant
	or,  if  only  a  portion  of the Warrant is being
        exercised, the portion of the Warrant being exercised (at the date of
	such calculation)
      A=the  average  of  the closing bid prices of the Common Stock for the
	five (5) Trading Days immediately prior  to  (but  not
        including) the Exercise Date
      B=Purchase Price (as adjusted to the date of such calculation)

For purposes of Rule  144  promulgated  under  the  1933  Act,  it is intended,
understood  and  acknowledged  that  the  Warrant  Shares  issued in a cashless
exercise transaction shall be deemed to have been acquired by  the  Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.

            3.    Adjustment for Reorganization, Consolidation, Merger, etc.

            3.1.  Reorganization,  Consolidation, Merger, etc. In case  at  any
time or from time to time, the Company  shall  (a) effect a reorganization, (b)
consolidate  with  or  merge  into any other person  or  (c)  transfer  all  or
substantially all of its properties  or  assets  to  any other person under any
plan or arrangement contemplating the dissolution of the Company, then, in each
such case, as a condition to the consummation of such a transaction, proper and
adequate  provision shall be made by the Company whereby  the  Holder  of  this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation  of  such reorganization, consolidation or merger or the effective
date of such dissolution,  as  the  case  may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable  on  such  exercise  prior  to such
consummation  or  such  effective  date,  the  stock  and  other securities and
property  (including cash) to which such Holder would have been  entitled  upon
such consummation  or  in connection with such dissolution, as the case may be,
if such Holder had so exercised  this  Warrant,  immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.

            3.2.  Dissolution. In the event of any  dissolution  of the Company
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver  or  cause
to  be  delivered  the stock and other securities and property (including cash,
where applicable) receivable  in accordance with Section 3.1 by the Holder upon
their exercise after the effective  date  of  such dissolution pursuant to this
Section 3 to a bank or trust company (a "TRUSTEE")  having its principal office
in New York, NY, as trustee for the Holder.

            3.3.  Continuation    of    Terms.    Upon    any   reorganization,
consolidation, merger or transfer (and any dissolution following  any transfer)
referred  to in this Section 3, this Warrant shall continue in full  force  and
effect and  the  terms  hereof  shall be applicable to the Other Securities and
property receivable on the exercise  of  this Warrant after the consummation of
such  reorganization,  consolidation  or  merger   or  the  effective  date  of
dissolution  following any such transfer, as the case  may  be,  and  shall  be
binding upon the  issuer of any Other Securities, including, in the case of any
such transfer, the  person acquiring all or substantially all of the properties
or assets of the Company,  whether  or  not  such  person  shall have expressly
assumed the terms of this Warrant as provided in Section 4.  In  the event this
Warrant  does  not continue in full force and effect after the consummation  of
the transaction  described  in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants  be  delivered  to the Trustee as contemplated by
Section 3.2.

            3.4.  Share Issuance. Until the Expiration  Date,  if  the  Company
shall  issue  any  Common  Stock  except for the Excepted Issuances (as defined
below), prior to the complete exercise of this Warrant for a consideration less
than the Purchase Price that would  be  in  effect  at  the time of such issue,
then,  and  thereafter  successively upon each such issue, the  Purchase  Price
shall be reduced to such  other  lower  purchase  price.  For  purposes of this
adjustment,  the  issuance  of  any security or debt instrument of the  Company
carrying the right to convert such  security  or  debt  instrument  into Common
Stock or of any warrant, right or option to purchase Common Stock shall  result
in  an  adjustment  to  the  Purchase  Price  upon  the  issuance of the above-
described security, debt instrument, warrant, right, or option if such issuance
is at a price lower than the Purchase Price in effect upon  such  issuance. The
reduction of the Purchase Price described in this Section 3.4 is subject to the
provisions of, and in addition to the other rights of the Holder described  in,
the  Subscription  Agreement.   For purposes hereof, "EXCEPTED ISSUANCES" means
(i) any issuances of shares of Common Stock (A) as consideration in a merger or
consolidation (the primary purpose  or material result of which is not to raise
or  obtain  equity  capital or cash), (B)  in  connection  with  any  strategic
partnership or joint  venture  (the primary purpose or material result of which
is not to raise or obtain equity  capital or cash), or (C) as consideration for
the acquisition of a business, a product,  a  license,  Real  Property or other
assets  (the  primary purpose or material result of which is not  to  raise  or
obtain equity capital  or  cash),  (ii) any issuances of shares of Common Stock
upon  exercise or conversion of any options,  warrants,  convertible  notes  or
other convertible  securities  outstanding as of April 1, 2008 and described in
the Periodic Reports filed prior to April 1, 2008, provided such securities are
not  amended or modified on or after  April  1,  2008  and  provided  that  the
conversion price, exchange price, exercise price or other purchase price is not
reduced,  adjusted  or  otherwise  modified  and the number of shares issued or
issuable is not increased (whether by operation  of  law  or in accordance with
the relevant governing documents or otherwise) on or after  April  1, 2008, and
(iii) any grants of options or warrants to purchase shares of Common  Stock and
issuances  of  shares of Common Stock (upon exercise of outstanding options  or
warrants or otherwise) to officers, employees and directors of, and consultants
and advisors to, the Company or any of the Subsidiaries as compensation for the
performance of bona fide services for the Company or any of the Subsidiaries.

            4.    Extraordinary  Events  Regarding  Common  Stock. In the event
      that the Company shall (a) issue additional shares of the Common Stock as
      a  dividend  or  other  distribution  on  outstanding Common  Stock,  (b)
      subdivide its outstanding shares of Common  Stock,  or  (c)  combine  its
      outstanding shares of the Common Stock into a smaller number of shares of
      the  Common  Stock,  then,  in each such event, the Purchase Price shall,
      simultaneously  with  the  happening   of  such  event,  be  adjusted  by
      multiplying the then Purchase Price by a fraction, the numerator of which
      shall  be the number of shares of Common  Stock  outstanding  immediately
      prior to  such  event and the denominator of which shall be the number of
      shares of Common  Stock outstanding immediately after such event, and the
      product so obtained  shall  thereafter  be  the  Purchase  Price  then in
      effect.  The  Purchase Price, as so adjusted, shall be readjusted in  the
      same  manner upon  the  happening  of  any  successive  event  or  events
      described  herein in this Section 4. The number of shares of Common Stock
      that the Holder  of this Warrant shall thereafter, on the exercise hereof
      as provided in Section  1,  be entitled to receive shall be adjusted to a
      number determined by multiplying  the  number  of  shares of Common Stock
      that  would  otherwise  (but  for the provisions of this  Section  4)  be
      issuable on such exercise by a fraction of which (a) the numerator is the
      Purchase Price that would otherwise  (but  for  the  provisions  of  this
      Section 4) be in effect, and (b) the denominator is the Purchase Price in
      effect on the date of such exercise.

            5.    Certificate as to Adjustments. In each case of any adjustment
      or readjustment in the shares of Common Stock issuable on the exercise of
      the  Warrants,  the  Company at its expense will promptly cause its Chief
      Financial  Officer  or  other   appropriate   designee  to  compute  such
      adjustment or readjustment in accordance with the  terms  of  the Warrant
      and  prepare  a certificate setting forth such adjustment or readjustment
      and  showing  in   detail   the  facts  upon  which  such  adjustment  or
      readjustment is based, including  a  statement  of  (a) the consideration
      received or receivable by the Company for any additional shares of Common
      Stock  issued  or  sold or deemed to have been issued or  sold,  (b)  the
      number of shares of Common Stock outstanding or deemed to be outstanding,
      and (c) the Purchase Price and the number of shares of Common Stock to be
      received upon exercise  of  this  Warrant, in effect immediately prior to
      such adjustment or readjustment and as adjusted or readjusted as provided
      in this Warrant. The Company will forthwith  mail  a  copy  of  each such
      certificate  to  the  Holder of the Warrant and any Warrant Agent of  the
      Company (appointed pursuant to Section 11 hereof).

            6.    Reservation  of  Stock, etc. Issuable on Exercise of Warrant;
      Financial Statements. The Company  will  at  all  times  reserve and keep
      available,  solely  for  issuance  and  delivery on the exercise  of  the
      Warrants, all shares of Common Stock from  time  to  time issuable on the
      exercise  of  the  Warrant.  This Warrant entitles the Holder  hereof  to
      receive copies of all financial  and  other  information  distributed  or
      required to be distributed to the holders of the Company's Common Stock.

            7.    Assignment;  Exchange  of Warrant. Subject to compliance with
      applicable  securities  laws,  this Warrant,  and  the  rights  evidenced
      hereby,  may  be  transferred  by  any   registered   holder   hereof  (a
      "TRANSFEROR").  On  the surrender for exchange of this Warrant, with  the
      Transferor's endorsement  in  the  form of Exhibit B attached hereto (the
      "TRANSFEROR ENDORSEMENT FORM") and together  with  an  opinion of counsel
      reasonably satisfactory to the Company that the transfer  of this Warrant
      will be in compliance with applicable securities laws, the Company at its
      expense,  twice,  only,  but  with  payment  by  the  Transferor  of  any
      applicable  transfer taxes, will issue and deliver to or on the order  of
      the Transferor  thereof  a  new Warrant or Warrants of like tenor, in the
      name  of  the  Transferor and/or  the  transferee(s)  specified  in  such
      Transferor  Endorsement  Form  (each  a  "TRANSFEREE"),  calling  in  the
      aggregate on the face or faces thereof for the number of shares of Common
      Stock called  for  on  the face or faces of the Warrant so surrendered by
      the Transferor. No such  transfers  shall result in a public distribution
      of the Warrant.

            8.    Replacement of Warrant. On  receipt  of  evidence  reasonably
      satisfactory to the Company of the loss, theft, destruction or mutilation
      of  this  Warrant and, in the case of any such loss, theft or destruction
      of this Warrant,  on  delivery  of  an  indemnity  agreement  or security
      reasonably satisfactory in form and amount to the Company or, in the case
      of  any  such  mutilation, on surrender and cancellation of this Warrant,
      the Company at its expense, twice only, will execute and deliver, in lieu
      thereof, a new Warrant of like tenor.

            9.    Maximum  Exercise.  The  Holder  shall  not  be  entitled  to
      exercise this Warrant on an exercise date, in connection with that number
      of  shares of Common Stock which would be in excess of the sum of (i) the
      number of shares of Common Stock beneficially owned by the Holder and its
      affiliates  on  an exercise date, and (ii) the number of shares of Common
      Stock issuable upon  the  exercise  of this Warrant with respect to which
      the determination of this limitation  is  being made on an exercise date,
      which  would  result  in  beneficial ownership  by  the  Holder  and  its
      affiliates of more than 4.99%  of  the outstanding shares of Common Stock
      on  such date. For the purposes of the  immediately  preceding  sentence,
      beneficial ownership shall be determined in accordance with Section 13(d)
      of the  Securities Exchange Act of 1934, as amended, and Regulation 13d-3
      thereunder.  Subject to the foregoing, the Holder shall not be limited to
      aggregate exercises  which  would  result  in  the  issuance of more than
      4.99%. The Holder may increase the permitted beneficial  ownership amount
      up to 9.99% upon and effective after sixty-one (61) days prior  notice to
      the  Company.  The Holder may allocate which of the equity of the Company
      deemed beneficially  owned  by  the Holder shall be included in the 4.99%
      amount described above and which  shall  be allocated to the excess above
      4.99%.

            10.   Registration Rights. The Company  and  initial Holder of this
      Warrant entered into a subscription agreement dated  as  of July 27, 2005
      ("PRIOR  SUBSCRIPTION  AGREEMENT").  The  Holder  is  hereby granted  the
      registration  rights  vis-{a`}-vis  the Warrant Shares as  set  forth  in
      Section 11.1(ii) of such Prior Subscription Agreement. The relevant terms
      of  the  Prior Subscription Agreement are  incorporated  herein  by  this
      reference.

            11.   Warrant  Agent.  The  Company  may,  by written notice to the
      Holder  of  the  Warrant, appoint an agent (a "WARRANT  AGENT")  for  the
      purpose of issuing  Common Stock on the exercise of this Warrant pursuant
      to  Section  1, exchanging  this  Warrant  pursuant  to  Section  7,  and
      replacing this  Warrant  pursuant  to Section 8, or any of the foregoing,
      and thereafter any such issuance, exchange  or  replacement,  as the case
      may be, shall be made at such office by such Warrant Agent.

            12.   Transfer  on  the  Company's  Books.  Until  this Warrant  is
      transferred  on  the  books  of  the  Company, the Company may treat  the
      registered holder hereof as the absolute  owner  hereof for all purposes,
      notwithstanding any notice to the contrary.

            13.   Notices. All notices, demands, requests, consents, approvals,
      and  other  communications required or permitted hereunder  shall  be  in
      writing and,  unless  otherwise specified herein, shall be (i) personally
      served, (ii) deposited  in  the  mail,  registered  or  certified, return
      receipt  requested,  postage  prepaid,  (iii) delivered by reputable  air
      courier  service  with  charges  prepaid, or  (iv)  transmitted  by  hand
      delivery, telegram, or facsimile, addressed as set forth below or to such
      other address as such party shall have specified most recently by written
      notice. Any notice or other communication  required  or  permitted  to be
      given  hereunder  shall  be  deemed  effective  (a) upon hand delivery or
      delivery  by  facsimile,  with  accurate confirmation  generated  by  the
      transmitting facsimile machine, at the address or number designated below
      (if delivered on a business day during  normal  business hours where such
      notice  is  to  be received), or the first business  day  following  such
      delivery (if delivered  other  than  on  a  business  day  during  normal
      business  hours where such notice is to be received) or (b) on the second
      business day  following  the  date of mailing by express courier service,
      fully prepaid, addressed to such  address, or upon actual receipt of such
      mailing, whichever shall first occur  or  (c)  three  business days after
      deposited in the mail if delivered pursuant to subsection (ii) above. The
      addresses  for  such communications shall be: (i) if to the  Company  to:
      South Texas Oil Company,  769  Highway  95 N., Bastrop, Texas 78602, Fax:
      (512) 321-4737, with an additional copy by  telecopier  only  to:  Roy D.
      Toulan,   Jr.,  Esq.,  Corporate  Legal  Solutions,  6  Wheeler's  Point,
      Gloucester,  MA  01930-1691,  Fax:  (978)  290-8445,  and  (ii) if to the
      Holder,  to  the addresses and telecopier number set forth in  the  first
      paragraph of this Warrant, with an additional copy by telecopier only to:
      Katten Muchin  Rosenman  LLP,  525  W.  Monroe  Street, Chicago, Illinois
      60661, Attention: Mark D. Wood, Fax: (312) 902-1061.

            14.   Miscellaneous.  This  Warrant  and  any term  hereof  may  be
      changed,  waived,  discharged  or  terminated only by  an  instrument  in
      writing signed by the party against  which  enforcement  of  such change,
      waiver,  discharge  or  termination  is  sought.  This  Warrant shall  be
      construed and enforced in accordance with and governed by the laws of New
      York.  Any dispute relating to this Warrant shall be adjudicated  in  New
      York County  in  the  State of New York. The headings in this Warrant are
      for purposes of reference  only,  and shall not limit or otherwise affect
      any  of  the  terms hereof. The invalidity  or  unenforceability  of  any
      provision hereof shall in no way affect the validity or enforceability of
      any other provision.


                           *     *     *     *     *




                                       #

<PAGE>

      IN WITNESS WHEREOF,  the Company has executed this Warrant as of the date
first written above.

                                    SOUTH TEXAS OIL COMPANY

                                    By:

                                    Name:

                                    Title:

                                    Witness:







60635533








<PAGE>



                                   EXHIBIT A

                             FORM OF SUBSCRIPTION

                  (to be signed only on exercise of Warrant)

TO:   SOUTH TEXAS OIL COMPANY

      The undersigned, pursuant  to  the  provisions  set forth in the attached
Warrant  (No.____),  hereby  irrevocably elects to purchase  (check  applicable
box):

___ ________ shares of the Common Stock covered by such Warrant; or

___ the maximum number of shares  of  Common  Stock  covered  by  such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment  of the full purchase price for such
shares  at  the  price  per  share  provided  for in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___ $__________ in lawful money of the United States; and/or

___ the cancellation of the Warrant to the extent necessary, in accordance with
the formula set forth in Section 2, to exercise  this  Warrant  with respect to
the  maximum  number  of  shares  of Common Stock purchasable pursuant  to  the
cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
whose address is

The undersigned represents and warrants that the representations and warranties
in Section 4 of the Subscription Agreement  (as  defined  in  this Warrant) are
true and accurate with respect to the undersigned on the date hereof.

The  undersigned  represents  and  warrants  that all offers and sales  by  the
undersigned  of the securities issuable upon exercise  of  the  within  Warrant
shall be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as  amended  (the  "SECURITIES  ACT"), or pursuant to an exemption
from registration under the Securities Act.

Dated:___________________



___________________________________

(Signature must conform to name of  holder

as  specified on  the face of the Warrant)

___________________________________

___________________________________

___________________________________

(Address)



                                   EXHIBIT B

                        FORM OF TRANSFEROR ENDORSEMENT

                  (To be signed only on transfer of Warrant)

      For value received, the undersigned hereby  sells, assigns, and transfers
unto  the  person(s)  named  below  under the heading "Transferees"  the  right
represented by the within Warrant to  purchase  the  percentage  and  number of
shares  of  Common Stock of South Texas Oil Company to which the within Warrant
relates specified  under  the  headings  "Percentage  Transferred"  and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each  such  person  Attorney  to transfer its respective right on the books  of
South Texas Oil Company with full power of substitution in the premises.


Transferees     Percentage TransferredNumber Transferred


Dated:                                _______________________________
                                      (Signature must conform to name of holder
				       as specified on the face of the Warrant)
Signed in the presence of:

            (Name)
                                                  (address)


                                                  (address)
ACCEPTED AND AGREED:
[TRANSFEREE]


            (Name)