EXHIBIT 10.34




      NOTICE  OF  CONFIDENTIALITY  RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING  INFORMATION  FROM THIS INSTRUMENT BEFORE
IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL  SECURITY  NUMBER  OR
YOUR DRIVER'S LICENSE NUMBER.


              CORRECTED CONVEYANCE OF OVERRIDING ROYALTY INTEREST


    For  a  good  and  valuable  consideration,  the receipt of which is hereby
acknowledged, South Texas Oil Company, a Nevada corporation,  with headquarters
located  at 769 Highway 95N, Bastrop, TX 78602 ("Grantor") does  hereby  grant,
bargain,  sell,  transfer,  assign  and  convey  to  The  Longview  Fund,  L.P.
("Grantee"),  a  California  limited  partnership,  whose address is c/o Viking
Asset  Management, LLC, 600 Montgomery Street, 44th Floor,  San  Francisco,  CA
94111,  Attention:   Michael  Rudolph,  an  overriding  royalty  interest  (the
"Overriding Royalty")  equal  to  2.25%  of  the Applicable Percentage (defined
below) of the oil, gas and other minerals in,  under  and  that may be produced
from the lands (a) described in Exhibit "A" attached hereto  and  made  a  part
hereof  or  (b) covered by the oil and gas leases described in such Exhibit "A"
(collectively  the  "Subject Lands"), commencing at the Effective Time (defined
below) and at all times  thereafter.   As  used  herein, the terms (i) "Subject
Leases"  refers  to  the  oil and gas leases described  in  Exhibit  "A",  (ii)
"Working Interest" and "WI"  mean the cost bearing percentage interest that the
owner thereof must bear relative  to 100% of all costs to explore, develop, and
produce oil and/or gas from the applicable  portion  of  the Subject Lands, and
(iii)  "Applicable  Percentage"  shall mean, with respect to  each  portion  of
Subject Lands identified on Exhibit  "A",  the  percentage  set  forth  on such
Exhibit  "A"  as the "Working Interest," as the same may be increased, but  not
decreased, from  time  to  time in an amount equal to any increase in Grantor's
Working Interest in such Subject Lands, whether by purchase or otherwise.

    It is understood and agreed  that  this  Corrected Conveyance of Overriding
Royalty  is  conveyed by Grantor to Grantee out  of  Grantor's  interest  (such
interest, subject  to the Overriding Royalty, being herein called the "Burdened
Interest") in the Subject  Leases  insofar  as  they  cover Subject Lands, such
Overriding Royalty shall be equal to 2.25% of the Applicable  Percentage of the
oil, gas and other minerals in, under and that may be produced from the Subject
Lands,  commencing at the Effective Time and at all times thereafter,  in  lieu
of, and not  in  addition  to,  the  Conveyance  of Overriding Royalty Interest
between the same parties dated as of April 1, 2008, and filed on April 3, 2008,
and  shall not be reduced for any reason, including,  without  limitation,  the
same shall  not  be  reduced  if the undivided interest of Grantor in a Subject
Lease is less than the entire interest  in  such Subject Lease (or is less than
the interest, if any, stated on Exhibit "A" with respect to such Subject Lease)
or if the interest in oil, gas and other minerals underlying any portion of the
Subject  Lands which is covered by a particular  Subject  Lease  (or  group  of
Subject Leases)  is  less  than  the  entire interest in the oil, gas and other
minerals underlying such portion of the  Subject  Lands,  or  if  the  share of
production  from  any portion of Subject Lands to which Grantor is entitled  by
virtue of its ownership  interest  in  the  Subject  Leases  is  less  than the
Applicable  Percentage set forth on Exhibit "A" for such portion of the Subject
Lands.

    TO HAVE AND TO HOLD the Overriding Royalty unto Grantee, its successors and
assigns forever.   The  Overriding  Royalty  herein  conveyed, and the Burdened
Interest of Grantor, shall be subject to the following provisions:

    1.  Grantor shall have the obligation to market, or  cause  to be marketed,
the   oil,  gas  and  other  minerals  produced  from  the  Subject  Lands  and
attributable  to  the Overriding Royalty (the "ORRI Hydrocarbons") on behalf of
and for the account  of  Grantee  in  arm's-length  transactions with reputable
purchasers in accordance with prudent business judgment, with each such sale to
be:  (i)  upon  terms and conditions which are the best  terms  and  conditions
reasonably available  taking into account all relevant circumstances, including
without limitation, price,  quality  of  production,  access to markets or lack
thereof,  minimum  purchase  guarantees, identify of purchaser  and  length  of
commitment, (ii) upon terms and conditions at least as favorable as (a) Grantor
obtains for the share of oil,  gas  and/or  other  minerals attributable to the
Burdened Interest in the Subject Lands to which such  sale relates, (b) Grantor
obtains for its interest in other oil, gas and/or other  minerals  which are of
comparable  type  and  quality and which are produced in the same area  as  the
Subject Lands to which such  sale  relates,  and  (c)  those  obtained  by  any
Affiliates  (below  defined)  of  Grantor  for  oil,  gas and/or other minerals
produced from the Subject Lands to which such sale relates or from lands in the
same area, and (iii) made to a party who is not an Affiliate  of  Grantor.   As
used  herein,  "Affiliate"  shall  mean,  with respect to any person or entity,
another  person  or entity that, directly or  indirectly,  (a)  has  an  equity
interest in that person  or entity, (b) has a common ownership with that person
or entity, (c) controls that person or entity, (d) is controlled by that person
or entity or (e) shares common  control  with that person or entity.  "Control"
or "controls" for purposes hereof means that  a person or entity has the power,
direct  or indirect, to conduct or govern the policies  of  another  person  or
entity.   Grantor  shall  duly  perform all obligations performable by it under
production sales contracts under  which  ORRI  Hydrocarbons  are sold and shall
take  all  appropriate  measures  to  enforce the performance under  each  such
production sales contract of the obligations of the other parties thereto.

    2.  Grantor does hereby represent and  warrant  to Grantee (i) that Grantor
owns the interests specified in Exhibit "A" hereto in and to the Subject Leases
(and Grantor has good and marketable title to such interests, free of liens and
encumbrances,  except  liens  and  encumbrances  in  favor   of   Viking  Asset
Management,  LLC  on  its own behalf and in its capacity as collateral  agent),
(ii)  that  Grantor has good  right  and  authority  to  sell  and  convey  the
Overriding Royalty,  and  (iii)  that  this  Conveyance  of  Overriding Royalty
Interest ("this Conveyance") vests in Grantee good and marketable  title to the
Overriding  Royalty  free  of liens and encumbrances.  Grantor hereby covenants
and agrees to use its reasonable  best  efforts  to  rectify any defects in its
title to the interests specified in Exhibit "A" hereto,  and otherwise to cause
the  foregoing  representations and warranties to be true and  correct  in  all
respects (without giving effect to the exception set forth in the clause at the
end of the immediately  preceding sentence), to the extent reasonably possible.
Grantor hereby binds itself  to  warrant  and forever defend, all and singular,
title  to  the Overriding Royalty unto Grantee,  its  successors  and  assigns,
against the  claims and demands of all persons claiming or to claim the same or
any  part  thereof.   This  Conveyance  is  made  with  full  substitution  and
subrogation  of  Grantee  in  and  to  all  covenants  and warranties by others
heretofore given or made.

    3.  Grantor shall be obligated to explore, develop,  operate  and  maintain
the  Burdened Interest as would a prudent operator.  As to any portions of  the
Burdened  Interest  as to which Grantor is not the operator, Grantor shall take
all such action and exercise  all  such  rights  and remedies as are reasonably
available  to  it to cause the operator to so explore,  develop,  maintain  and
operate such portions  of  the Burdened Interest.  Grantor shall promptly (and,
unless  the  same  are  being  contested  in  good  faith  and  by  appropriate
proceedings,  before  the same are  delinquent)  pay  all  costs  and  expenses
(including  all taxes and  all  costs,  expenses  and  liabilities  for  labor,
materials and  equipment incurred in connection with the Burdened Interests and
all obligations  to  the  holders  of  royalty  interests  and  other interests
affecting the Subject Leases) incurred in developing, operating and maintaining
the Burdened Interests.

    4.  Grantor  shall  revise  and  supplement Exhibit "A" promptly  upon  any
increase in the Grantor's Working Interest in the Subject Lands, by purchase or
otherwise, that occurs at any time prior  to   the  first date on which Grantor
has repaid in full all of the outstanding Notes, to reflect such increase.  For
purposes of clarification, upon any increase in Grantor's  Working Interests on
the  Subject  Lands that occurs at any time prior to the first  date  on  which
Grantor has repaid in full all of the outstanding Notes, whether or not Exhibit
"A" has been updated  in  accordance  with  this  paragraph 4, such increase in
Working Interests shall become subject to this Overriding Royalty.

    5.  Grantor shall keep full, true, and correct records of the oil, gas, and
other  hydrocarbons produced from or attributable to  the  Subject  Lands  each
calendar  month,  and the portion attributable to the Overriding Royalty.  Such
records may be inspected  by  Grantee  or  its  authorized  representatives and
copies  made  thereof at all reasonable times.  Grantee shall also  have,  upon
request, access  to  review  all  reports, data and information relating to the
Subject Lands or to exploration, development,  production  and other operations
conducted  on  the  Subject Lands. On or before the earlier of  (a)  the  fifth
business day after Grantor's  first  public  disclosure, by issuance of a press
release or filing of a report with the Securities  and  Exchange Commission, of
Grantor's production from the Subject Lands or other results  of operations for
the most recently completed fiscal quarter or fiscal year, or (b)  the last day
on  which  the  Grantor can timely (without giving effect to any extensions  of
time permitted by Rule 12b-25 under the Securities Exchange Act of 1934) file a
quarterly report  on  Form  10-Q  or annual report on Form 10-K, as applicable,
with respect to such fiscal quarter  of  fiscal year, Grantor shall (a) deliver
to  Grantee  a  statement  (a "Production Statement")  setting  forth  (i)  the
production from the Subject  Lands  for  the  most  recently  completed  fiscal
quarter,  (ii)  the  portion  of such production attributable to the Overriding
Royalty, (iii) the gross proceeds  ("ORRI  Collected Proceeds") attributable to
the sale of ORRI Hydrocarbons (and the taxes  and  other  costs permitted to be
deducted therefrom under Section 5 below) during such fiscal  quarter  and (iv)
such other data as  Grantee may reasonably request in such form as Grantee  may
reasonably  request,  and  (b) make a payment to Grantee of such ORRI Collected
Proceeds (less such costs permitted  to  be  deducted therefrom under Section 5
below ) in immediately available funds by wire  transfer  (or  such  other form
specified by Grantee) to such bank or location as Grantee may direct from  time
to time in writing.  No Production Statement delivered to Grantee shall contain
any  information  regarding  the  production from the Subject Lands or reserves
that has not been publicly disclosed  by  Grantor  or  any  other material non-
public information.  If any Production Statement contains, or Grantor otherwise
provides Grantee, any information regarding production from the  Subject  Lands
or  reserves  that  has not been publicly disclosed (or any other material non-
public information),  Grantee shall have the right to make public disclosure of
such information and Grantee  shall  not  have any liability to Grantor, any of
its  subsidiaries  or  any  of  its  or their respective  officers,  directors,
employees, shareholders or agents for  any  such disclosure.  Grantor shall not
publicly disclose its results of operations for  any  fiscal  quarter or fiscal
year  unless  it  contemporaneously  publicly  discloses, or prior thereto  has
publicly disclosed, the production from the Subject Lands for the most recently
completed fiscal quarter.

    6.  The  Overriding  Royalty  shall be free of  all  costs,  expenses,  and
liabilities, of whatever kind or character, except the Overriding Royalty shall
bear its proportionate share of the costs charged Grantor by a third party (not
an Affiliate of Grantor) for compression,  dehydration  and transportation that
are  incurred between the first point of receipt of production  by  such  third
party  and  the  redelivery  of  such  compressed  and dehydrated production to
Grantor.  Specifically, but not by way of limitation,  the  Overriding  Royalty
shall  never  bear,  either  directly  or  indirectly,  any  costs, expenses or
liabilities   for  building,  constructing,  acquiring,  drilling,  developing,
producing, operating,  gathering, separating, trucking, or transporting (except
as set forth in the first  sentence  of  this Section 5) or any post production
expenses, related or pertaining to the Subject Lands, Subject Leases, or wells,
pipelines, or other facilities or improvements situated on the Subject Lands or
lands pooled therewith, or production of oil  and/or gas from the Subject Lands
or lands pooled therewith; provided, however, the Overriding Royalty shall bear
its proportionate share of (i) the third party  costs  identified  in the first
sentence of this Section 5 and (ii) production, severance and similar taxes.

    7.  Grantor agrees to execute and deliver, and, to the extent it  is within
Grantor's power to do so, to cause any third parties to execute and deliver, to
Grantee  all  such  other and additional instruments and to do all such further
acts and things as may be necessary more fully to vest in and assure to Grantee
all of the rights, titles,  interests,  remedies,  powers and privileges herein
granted or intended so to be.

    8.  Exhibit "A" sets forth those certain portions,  if  any, of the Subject
Lands that have been pooled or unitized for the production of  oil,  gas and/or
minerals prior to the date hereof.  With respect to each such existing  pool or
unit  set  forth on such Exhibit "A", and with respect to each pool or unit  in
which the Overriding  Royalty  is  included,  as below provided, after the date
hereof, the Overriding Royalty in each portion  of  Subject  Lands  included in
such  pool or unit shall apply to the portion of production from such  pool  or
unit which is attributable to such portion of Subject Lands under and by virtue
of the  applicable  pooling  and  unitization  agreements,  designations and/or
orders.  From and after the date hereof, Grantor shall have the right and power
to unitize or pool in good faith on customary terms any portion  or portions of
the  Overriding Royalty with other lands in which the mineral interest  thereof
is owned  by  a  person or entity other than Grantor or an Affiliate of Grantor
and on which is located,  or  will  be located, a well producing, or capable of
producing,  oil  and/or  gas in commercially  paying  quantities  (collectively
"Third Party Lands"); provided,  however,  Grantor shall not have the right and
power to unitize or pool any portion or portions of the Overriding Royalty with
any non Third Party Lands without first obtaining  the prior written consent of
Grantee.  If pursuant to any law, rule, regulation or order of any governmental
body or official, any portion of the Subject Lands is pooled or unitized in any
manner, or if Grantee has joined in or agreed to any  pooling  or  unitization,
the  Overriding  Royalty  insofar  as it affects such portion of Subject  Lands
shall also be pooled and unitized and,  in  each  event, the Overriding Royalty
shall apply to the production which is attributable  to such portion of Subject
Lands under and by virtue of such pooling and unitization arrangements.

    9.  Nothing herein contained shall in any way limit  or  restrict the right
of Grantee to sell, convey, assign or mortgage (or grant a deed  of  trust  on)
the  Overriding  Royalty  (including  its  rights,  titles, interests, estates,
remedies,  powers  and  privileges appurtenant or incident  to  the  Overriding
Royalty under this Conveyance)  in whole or in part.  No change of ownership of
the Overriding Royalty shall be binding upon Grantor until Grantor is furnished
with copies of the original documents  evidencing such change.  Upon receipt by
Grantor  of copies of the original documents  evidencing  a  sale,  conveyance,
assignment or mortgage (or grant of a deed of trust on) the Overriding Royalty,
Grantor shall deal with the purchaser or assignee in place of Grantee and shall
deal with  the  mortgagee (or the beneficiary of the deed of trust) in addition
to the Grantee, and  references  herein to the Grantee shall thereafter also be
deemed  to  be references to such purchaser,  assignee  or  mortgagee  (or  the
beneficiary of the deed of trust).

    10.   If  the  Grantor  proposes  or  intends to make any sale, transfer or
other disposition of all or any portion of  its  Burdened  Interest,  including
without limitation a proposed or intended sale, transfer or disposition  of its
Burdened  Interest by merger, reorganization, consolidation, or by sale of  all
or substantially  all  of  its  assets  (other  than  a sale, transfer or other
disposition to a directly or indirectly, wholly owned subsidiary  of  Grantor),
and such sale, transfer or other disposition will result in Grantor owning less
than  a  fifty  percent (50%) Working Interest in such Burdened Interest and/or
resigning as operator  of  such  Burdened  Interest,  Grantor  shall  so inform
Grantee  by  notice  in writing (the "Transfer Notice") describing the interest
(or portion thereof) that  is  the  subject  of such proposed or intended sale,
transfer or disposition (the "Offered Interest"),  and  the other pertinent and
reasonable details of such proposed or intended sale, transfer  or disposition.
Grantee  shall  thereupon  have thirty (30) days after receipt of the  Transfer
Notice to notify Grantor in writing that Grantee desires to participate in such
sale, transfer or disposition  and  contribute  the Overriding Royalty, or some
portion  thereof,  as  a part of the properties to be  covered  by  such  sale,
transfer or disposition.   Failure of Grantee to notify Grantor in writing that
Grantee desires to participate  in  such  sale,  transfer or disposition within
such  thirty  (30) day period shall be deemed an election  by  Grantee  not  to
participate.  If  Grantee  does  timely  submit  its  notice to Grantor (i) the
Burdened  Interest,  or  portion thereof that is to be covered  by  such  sale,
transfer or disposition, shall not be sold or disposed of separate and apart of
the Overriding Royalty (or  portion  thereof  as  designated  by Grantee in its
notice)  and (ii) Grantor and Grantee shall mutually agree upon  the  price  or
value that  Grantee  shall  receive  upon  conclusion of such sale, transfer or
disposition for the Overriding Royalty (or portion  thereof)  that  is  to be a
part  of the properties covered by such sale, transfer or disposition.  In  the
event Grantor  and  Grantee cannot so mutually agree, Grantor and Grantee shall
retain the services of  a  petroleum  reservoir  engineer  experienced  in  the
valuation  of  oil  and gas properties employed by Miller & Lents, Ltd. (or its
successors in interest)  to serve as the sole arbiter of such disagreement (the
"Arbiter").  In the event  Miller  & Lents, Ltd. (or its successor in interest)
is unwilling or incapable of having  one  of  its petroleum reservoir engineers
serve as Arbiter, then Grantor and Grantee shall  mutually  agree on the person
to  serve as Arbiter, and in the event Grantor and Grantee cannot  so  mutually
agree, the selection of the Arbiter shall be made by a federal judge sitting in
the Southern  District  of  New York in the borough of Manhattan, New York, New
York, upon petition filed by  either  Grantor  or  Grantee requesting that such
selection  be  made.  The decision of the Arbiter as to  such  price  or  value
Grantee shall receive shall be delivered by the Arbiter within ten (10) days of
his retention, and  shall  be final as to Grantor and Grantee for all purposes.
The costs of such Arbiter shall be borne equally by Grantor and Grantee.

    11.  Grantor shall have  the  right  without  the  joinder  of  Grantee  to
release,  surrender  and/or abandon its Burdened Interest, or any part thereof,
or interest therein, even  though  the  effect  of  such  release, surrender or
abandonment  will  be to release, surrender or abandon the Overriding  Royalty;
provided, however, that  Grantor  shall  not  release, surrender or abandon any
Burdened Interest unless and until Grantor has  determined  in  good faith that
such  Burdened  Interest  will  no  longer  produce  in paying quantities,  and
provided further that, Grantor will, at least thirty (30)  days  prior  to  the
release,  surrender  or  abandonment  (unless a lesser period of time governing
such  release,  surrender or abandonment  is  provided  for  in  an  applicable
operating agreement  entered into by and between Grantor and a person or entity
that is not an Affiliate  of Grantor, in which case at least the number of days
provided for in such lesser  time period) of any Burdened Interest, or any part
thereof or interest therein, notify  Grantee  (in writing, giving a description
of each Burdened Interest, or part thereof or interest  therein, proposed to be
released,  surrendered  or  abandoned,  and the date upon which  such  release,
surrender  or abandonment is projected to  occur)  and,  if  Grantee  shall  so
request, Grantor shall assign to Grantee the interests proposed to be released,
surrendered  or  abandoned,  together  with  the  interest  attributable to the
Burdened  Interests  in  all  equipment  located thereon or used in  connection
therewith;  provided further that, in the event  of  such  an  assignment  from
Grantor to Grantee,  Grantee  shall  pay  to  Grantor  the salvage value of any
equipment so conveyed by Grantor to Grantee.

    12.   Without prior written notice to Grantee providing  Grantee  with  the
opportunity  to  acquire the affected interest of Grantor at no additional cost
to Grantee other than  assumption  by  Grantee  of  the  obligations of Grantor
pertaining  to  the affected interest, Grantor shall not elect  to  be  a  non-
participating party  (whether  pursuant  to  an  operating  agreement  or other
agreement or arrangement, including without limitation, non-consent rights  and
obligations  imposed  by  statute and/or regulatory agency) with respect to any
drilling, deepening, plugging  back,  reworking, sidetracking or completion (or
other) operation on any Burdened Interest  or  elect  to be an abandoning party
with respect to a well located on any Burdened Interest;  provided, however, if
such  direct  acquisition  by  Grantee  would  be prohibited by the  applicable
operating agreement or other agreement or arrangement  and  Grantee  has timely
notified Grantor that Grantee elects to acquire such affected interest, Grantor
agrees  to  use  its best efforts as are reasonable under the circumstances  to
enter into a mutually  satisfactorily contractual arrangement with Grantee that
would allow Grantee to indirectly  acquire  such affected interest, or have the
same economic consequences of ownership of such  affected  interest, and not be
in  violation  or  breach  of  such  applicable  operating agreement  or  other
agreement or arrangement.  Grantor agrees to provide  such prior written notice
to Grantee as soon as is reasonably possible in order to afford Grantee as much
time  as  reasonably  possible  to  respond.  Such prior written  notice  shall
include  information advising Grantee  of  the  time  period  required  by  the
applicable  operating agreement, other agreement or arrangement for response on
this matter,  and  failure  on  the  part  of  Grantee to notify Grantor of its
election to acquire such affected interest within  such  time  period  shall be
deemed   an  election  by  Grantee  to  not  acquire  such  affected  interest.
Notwithstanding  anything  to  the contrary contained herein, Grantor shall not
elect,  as to any Burdened Interest,  to  be  a  non-participating  party  with
respect to  any  operation contemplated in this Section 11 in the event Grantor
or any Affiliate of  Grantor  will  also  be  a  participating  party  in  such
operation.

     13.   The  Overriding  Royalty shall apply to all renewals, extensions and
other similar arrangements (and/or  interests  therein)  of  the Subject Leases
insofar as they cover Subject Lands.  A new lease taken before  the  expiration
of  the  existing Subject Lease which it replaced or within one (1) year  after
expiration  of  such Subject Lease, and covering the same interest (or any part
thereof) that was  covered  by the Subject Lease, shall be considered a renewal
or extension for the purposes  hereof.   Additionally,  the  Overriding Royalty
shall continue in force and effect and not be extinguished in the event Grantor
acquires the mineral estate covered by a Subject Lease and thereafter  releases
such Subject Lease.

    14.     The agreements and obligations of Grantor in paragraphs 8, 10,  and
12 above shall  not  be  covenants  running with the land and shall be personal
agreements and obligations of Grantor  and  any Affiliate of Grantor that shall
terminate upon a sale, transfer or disposition  of  Grantor's Burdened Interest
to a third party that is not an Affiliate of Grantor.  All  other covenants and
agreements of Grantor herein contained shall be deemed to be  covenants running
with the Burdened Interest.  All of the provisions hereof shall  inure  to  the
benefit of Grantee and its successors and assigns.

    15.   All  communications  required  or  permitted  to  be given under this
Conveyance  shall be in writing and shall be given by registered  or  certified
mail, postage prepaid or telecopy, or by personal service (including express or
courier service),  and addressed to the addresses specified at the beginning of
this Conveyance (or  to  such  other  address  or  telecopy  number  as  may be
designated  in  writing in accordance herewith).  Notices shall be deemed given
upon receipt.

    16.  This Conveyance  is  being  executed  in  several counterparts, all of
which  are  identical,  except  that,  to  facilitate recordation,  in  certain
counterparts hereof only that portion of Exhibit  "A"  which  contains specific
descriptions  of  the  Subject  Lands located in the recording jurisdiction  in
which  the counterpart is to be recorded  shall  be  included,  and  all  other
portions  of  Exhibit "A" shall be included by reference only.  Complete copies
of this Conveyance  containing  the  entire  Exhibit  "A" have been retained by
Grantor and Grantee.  All of such counterparts together  shall  constitute  but
one and the same instrument.

    17.    WITHOUT  REGARD  TO  PRINCIPLES OF CONFLICTS OF LAW, THIS CONVEYANCE
SHALL BE CONSTRUED AND ENFORCED IN  ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
WITHIN SUCH STATE AND THE LAWS OF THE  UNITED STATES OF AMERICA, EXCEPT THAT TO
THE EXTENT THAT THE LAW OF A STATE IN WHICH A PORTION OF THE OVERRIDING ROYALTY
IS LOCATED (OR WHICH IS OTHERWISE APPLICABLE  TO  A  PORTION  OF THE OVERRIDING
ROYALTY)  NECESSARILY  OR,  IN  THE  SOLE  DISCRETION OF GRANTEE, APPROPRIATELY
GOVERNS, WITH RESPECT TO PROCEDURAL AND SUBSTANTIVE  MATTERS  RELATING  TO  THE
CREATION,  PERFECTION  AND  VESTING OF THE OVERRIDING ROYALTY, AND OTHER RIGHTS
AND REMEDIES OF THE GRANTEE GRANTED  HEREIN,  THE LAW OF SUCH STATE SHALL APPLY
AS TO THAT PORTION OF THE OVERRIDING ROYALTY LOCATED  IN (OR WHICH IS OTHERWISE
SUBJECT  TO  THE LAWS OF) SUCH STATE.  GRANTOR AND GRANTEE  HEREBY  IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF NEW  YORK,  NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF
ANY  DISPUTE HEREUNDER OR  IN  CONNECTION  HEREWITH  OR  WITH  ANY  TRANSACTION
CONTEMPLATED  HEREBY  OR  DISCUSSED  HEREIN,  AND HEREBY IRREVOCABLY WAIVE, AND
AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY  SUBJECT  TO THE JURISDICTION OF ANY SUCH  COURT,  THAT  SUCH  SUIT,
ACTION OR PROCEEDING IS  BROUGHT  IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
SUCH  SUIT,  ACTION OR PROCEEDING IS  IMPROPER.   GRANTOR  AND  GRANTEE  HEREBY
IRREVOCABLY WAIVE  PERSONAL  SERVICE  OF  PROCESS  AND CONSENT TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH
PARTY AT THE ADDRESS SHOWN ABOVE FOR SUCH PARTY, AND  AGREE  THAT  SUCH SERVICE
SHALL  CONSTITUTE  GOOD  AND  SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE
PROCESS IN ANY MANNER PERMITTED  BY  LAW.  THE PARTIES ACKNOWLEDGE THAT GRANTEE
HAS AN OFFICE IN THE STATE OF NEW YORK  AND  HAS  MADE PAYMENTS TO GRANTOR FROM
ITS  BANK  ACCOUNT  LOCATED  IN  THE  STATE  OF NEW YORK.   EACH  PARTY  HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND  AGREES  NOT  TO  REQUEST, A JURY
TRIAL  FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION  HEREWITH
OR ARISING OUT OF THIS CONVEYANCE OR ANY TRANSACTION CONTEMPLATED HEREBY.

    IN  WITNESS  WHEREOF,  this  Corrected  Conveyance  of  Overriding  Royalty
Interest is executed as of the 7th day of April 2008, effective as of 7 o'clock
a.m. local time at the location of the Subject Lands on September 25, 2007 (the
"Effective  Time"),  as  a  correction  and  replacement  of  the Conveyance of
Overriding  Royalty  Interest  dated  April 1, 2008, but effective  as  of  the
Effective Time.

               [SIGNATURES AND ACKNOWLEDGEMENT PAGES TO FOLLOW]
#


<PAGE>



                                           "GRANTOR"

                                           SOUTH TEXAS OIL COMPANY


                                           By:  ____________________________
                                             Name:
                                             Title:




                                           "GRANTEE"

                                           THE LONGVIEW FUND, L.P.

                                           By: Viking Asset Management, LLC
                                           Its:  Investment Adviser

                                           By:   ___________________________
                                             Name: S. Michael Rudolph
                                             Title:Chief Financial Officer



STATE OF TEXAS                   )
                                     )  ss:
CITY AND COUNTY OF _____________     )

    The foregoing instrument was acknowledged  before  me  on  this  ___ day of
April,  2008,  by _____________, _______________ of South Texas Oil Company,  a
Nevada corporation, as the act and deed and on behalf of said corporation.



				    __________________________________
                                    Notary Public, State and County of
         [SEAL]
                		    __________________________________
                                                      (printed name)

My commission expires:



<PAGE>




STATE OF                     )
                             ) ss:
COUNTY OF                    )

    The foregoing  instrument  was  acknowledged  before  me on this ___ day of
April, 2008, by S. Michael Rudolph as Chief Financial Officer  of  Viking Asset
Management, LLC, a California limited liability company, as Investment  Adviser
for  The Longview Fund, L.P., a California limited partnership, as the act  and
deed and on behalf of said limited partnership.


				    __________________________________
                                    Notary Public, State and County of
         [SEAL]
                		    __________________________________
                                                      (printed name)

My commission expires:


<PAGE>


                                  EXHIBIT "A"

                          [DESCRIPTION OF PROPERTIES]


See attached.







<PAGE>



                            SOUTH TEXAS OIL COMPANY



                                  EXHIBIT "A"


                        OIL AND GAS LEASEHOLD EXHIBITS


                            LOGAN COUNTY, COLORADO


                         OIL AND GAS LEASES IN A UNIT




MARILEE  STATE  11-16  WELL  (37.5%  WORKING  INTEREST,  32.0625%  NET  REVENUE
INTEREST) (API: 05-075-09358-00)


1.    Oil  and Gas Lease No. 8528.5 dated August 16, 2005 between the State  of
Colorado, acting  by  and  through  the  State  Board of Land Commissioners, as
Lessor, and Doud Land Company LLC, as Lessee, recorded  as  Document #681281 in
Book 969, Page 354, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 16: All

      Containing 640.00 acres, more or less.







DOUD 11-4 WELL (37.5% WORKING INTEREST, 30.75% NET REVENUE INTEREST)  (API: 05-
075-09359-00)


2.    Oil  and Gas Lease (Paid-Up) dated April 15, 2005, between Julie Casement
Campbell, as  Lessor,  and  Doud  Land  Company,  LLC,  as  Lessee, recorded as
Document #670327 in Book 958, Page 383, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 4: All

      Section 5: E/2, SW/4

      Section 8: All

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 32: S/2

      Containing 2,090.12 acres, more or less.


3.    Oil  and  Gas  Lease  (Paid-Up)  dated  April 15, 2005, between  Leon  R.
Thompson & Lorraine L. Thompson, H&W, as Lessor, and Doud Land Company, LLC, as
Lessee, recorded as Document #670328 in Book 958,  Page 384, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 4: All

      Section 5: E/2, SW/4

      Section 8: All

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 32: S/2

      Containing 2,090.12 acres, more or less.






<PAGE>


DOUD 43-5 WELL (37.5% WORKING INTEREST, 30.75% NET REVENUE  INTEREST) (API: 05-
075-09360-00)


2.    Oil and Gas Lease (Paid-Up) dated April 15, 2005, between  Julie Casement
Campbell,  as  Lessor,  and  Doud  Land  Company,  LLC, as Lessee, recorded  as
Document #670327 in Book 958, Page 383, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 4: All

      Section 5: E/2, SW/4

      Section 8: All

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 32: S/2

      Containing 2,090.12 acres, more or less.

NOTE: THIS IS THE SAME LEASE AS IN THE DOUD 11-4 WELL



3.    Oil  and  Gas  Lease  (Paid-Up)  dated April 15, 2005,  between  Leon  R.
Thompson & Lorraine L. Thompson, H&W, as Lessor, and Doud Land Company, LLC, as
Lessee, recorded as Document #670328 in  Book 958, Page 384, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 4: All

      Section 5: E/2, SW/4

      Section 8: All

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 32: S/2

      Containing 2,090.12 acres, more or less.

NOTE: THIS IS THE SAME LEASE AS IN THE DOUD 11-4 WELL



<PAGE>




                            LOGAN COUNTY, COLORADO


                       OIL AND GAS LEASES NOT IN A UNIT


4.    Oil and Gas Lease No. 9158.7 dated May  15,  2007,  between  the State of
Colorado,  acting  by  and  through  the State Board of Land Commissioners,  as
Lessor, and Wells Petroleum, Inc., as  Lessee,  recorded as Document #684216 in
Book 972, Page 293, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 34: NW/4

      Containing 160.00 acres, more or less; including 60.00 net mineral acres.




5.    Oil and Gas Lease No. 9155.7 dated May 15,  2007,  between  the  State of
Colorado,  acting  by  and  through  the  State Board of Land Commissioners, as
Lessor, and Wells Petroleum, Inc., as Lessee,  recorded  as Document #684214 in
Book 972, Page 291, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 29: SE/4

      Containing 160.00 acres, more or less; including 60.00 net mineral acres.



6.    Oil  and Gas Lease No. 9156.7 dated May 15, 2007, between  the  State  of
Colorado, acting  by  and  through  the  State  Board of Land Commissioners, as
Lessor, and Wells Petroleum, Inc., as Lessee, recorded  as  Document #684217 in
Book 972, Page 294, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 32: W/2, S/2SE/4, NE/4NE/4

      Containing  440.00  acres,  more  or less; including 165.00  net  mineral
      acres.



7.    Oil and Gas Lease No. 9157.7 dated  May  15,  2007,  between the State of
Colorado,  acting  by  and  through  the State Board of Land Commissioners,  as
Lessor, and Wells Petroleum, Inc., as  Lessee,  recorded as Document #684215 in
Book 972, Page 292, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 33: NE/4SW/4

      Containing 40.00 acres, more or less; including 15.00 net mineral acres.



8.    Oil  and  Gas  Lease (Paid-Up) dated January 16,  2007,  between  Chimney
Canyon Grazing Association, a Colorado Corporation, as Lessor, and Doud Oil and
Gas Company, LLC, as Lessee,  recorded  as  Document  #681876 in Book 969, Page
949, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 22: E/2

      Section 26: SE/4

      Containing  480.00  acres,  more or less; including  180.00  net  mineral
      acres.



9.    Oil and Gas Lease (Paid-Up) dated  September  26,  2006,  between Chimney
Canyon Grazing Association, a Colorado Corporation, as Lessor, and Doud Oil and
Gas  Company,  LLC, as Lessee, recorded as Document #679473 in Book  967,  Page
529, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 9: S/2

      Section 10: W/2

      Containing  640.00  acres,  more  or  less;  including 240.00 net mineral
      acres.



10.   Oil  and Gas Lease (Paid-Up) dated September 26,  2006,  between  Chimney
Canyon Grazing Association, a Colorado Corporation, as Lessor, and Doud Oil and
Gas Company,  LLC,  as  Lessee,  recorded as Document #679472 in Book 967, Page
528, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 17: S/2

      Section 21: N/2

      Containing 640.00 acres, more  or  less;  including  240.00  net  mineral
      acres.



11.   Oil  and  Gas  Lease  (Paid-Up)  dated  January 16, 2007, between Chimney
Canyon Grazing Association, a Colorado Corporation, as Lessor, and Doud Oil and
Gas Company, LLC, as Lessee, recorded as Document  #681877  in  Book  969, Page
950, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 19: E/2, E/2NW/4

      Section 20: All

      Containing  1,040.00  acres,  more  or less; including 390.00 net mineral
      acres.



12.   Oil and Gas Lease (Paid-Up) dated December  1,  2006, between John Gaims,
as Lessor, and Doud Oil and Gas Company, LLC, as Lessee,  recorded  as Document
#680397  in  Book  968,  Page  461, as amended by Correction of Description  in
Lease, recorded as Document #682577  in  Book 970, Page 652, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.




13.   Oil and Gas Lease (Paid-Up) dated December  1, 2006, between Helen Gaims,
as Lessor, and Doud Oil and Gas Company, LLC, as Lessee,  recorded  as Document
#680396  in  Book  968,  Page  460, as amended by Correction of Description  in
Lease, recorded as Document #682574  in  Book 970, Page 649, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

Containing 11,120.00 acres, more or less.



14.   Oil and Gas Lease (Paid-Up) dated December 1, 2006, between Thomas Gaims,
as Lessor, and Doud Oil and Gas Company, LLC,  as  Lessee, recorded as Document
#680395  in  Book  968, Page 459, as amended by Correction  of  Description  in
Lease, recorded as Document  #682580  in Book 970, Page 655, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.



15.   Oil and Gas Lease (Paid-Up) dated  December  1, 2006, between Sally Gaims
Light, as Lessor, and Doud Oil and Gas Company, LLC,  as  Lessee,  recorded  as
Document #680401 in Book 968, Page 465, as amended by Correction of Description
in  Lease,  recorded  as  Document  #682580 in Book 970, Page 650, covering the
lands described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.




16.   Oil and Gas Lease (Paid-Up) dated  December  12, 2006, between Arthur Ben
Guerrero, as Lessor, and Doud Oil and Gas Company, LLC,  as Lessee, recorded as
Document #680394 in Book 968, Page 458, as amended by Correction of Description
in  Lease,  recorded  as Document #682576 in Book 970, Page 651,  covering  the
lands described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.



17.   Oil and Gas Lease  (Paid-Up)  dated  December  1,  2006,  between Barbara
Guerrero, as Lessor, and Doud Oil and Gas Company, LLC, as Lessee,  recorded as
Document #680393 in Book 968, Page 457, as amended by Correction of Description
in  Lease,  recorded  as  Document #682572 in Book 970, Page 647, covering  the
lands described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.



18.   Oil and Gas Lease (Paid-Up)  dated  December  1, 2006, between Peter Marc
Guerrero, as Lessor (executed by Carmen Guerrero as Executor  of  the  Estate),
and  Doud Oil and Gas Company, LLC, as Lessee, recorded as Document #680589  in
Book 968,  Page 656, as amended by Correction of Description in Lease, recorded
as Document #682579 in Book 970, Page 654, covering the lands described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4



      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.




19.   Oil and  Gas  Lease  (Paid-Up)  dated  December  1,  2006,  between Susan
Guerrero, as Lessor, and Doud Oil and Gas Company, LLC, as Lessee,  recorded as
Document #680392 in Book 968, Page 456, as amended by Correction of Description
in  Lease,  recorded  as  Document #682573 in Book 970, Page 648, covering  the
lands described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less.



20.   Oil and Gas Lease (Paid-Up) dated December 1, 2006, between Trust A under
the March 2, 1971 Will of Nancy Smith Gaims as amended on November 24, 1976, as
Lessor, and Doud Oil and Gas  Company,  LLC,  as  Lessee,  recorded as Document
#680398  in  Book  968,  Page  462, as amended by Correction of Description  in
Lease, recorded as Document #682578  in  Book 970, Page 653, covering the lands
described below:

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 6: SE/4

      Section 7: NE/4, N/2SE/4, SW/4SE/4, SW/4

      Section 17: S/2, NW/4, W/2NE/4, NE/4NE/4

      Section 18: SE/4NW/4, SW/4SW/4, E/2SW/4, SE/4

      Section 19: N/2

      Section 20: N/2, S/2SE/4, NE/4SE/4, SE/4SW/4

      Section 21: NW/4

      Section 29: E/2, SW/4

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 14: W/2, SE/4SE/4

      Section 15: All

      Section 17: N/2

      Section 18: SE/4,  E/2NE/4, SE/4NW/4, SW/4NE/4, E/2SW/4

      Section 19: NE/4SW/4, E/2, E/2NW/4, S/2SW/4

      Section 20: All

      Section 21: S/2

      Section 22: W/2

      Section 23: All

      Section 24: All

      Section 25: N/2

      Section 26: N/2, SW/4

      Section 27: All

      Section 28: All

      Section 29: N/2, SW/4

      Section 34: NE/4

      Section 35: All

      Containing 11,120.00 acres, more or less. The foregoing leases identified
      as Nos. 12-20 collectively include 4,170.00 net mineral acres.



21.   Oil and Gas Lease (Paid-Up) dated May  10, 2006, between Leon R. Thompson
&  Lorraine  L. Thompson, as Lessor, and Doud Oil  and  Gas  Company,  LLC,  as
Lessee, recorded  as  Document  #680400  in  Book  968, Page 464, as amended by
Correction of Description in Lease recorded as Document  #682857  in  Book 970,
Page 932, covering the lands described below:

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 33: NE/4

      Section 34: W/2

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 2: S/2S/2 lying south and west of cliffs

      Section 3: SW/4, NW/4, NW/4NE/4, SE/4 lying south and west of cliffs

      Section 6: E/2, E/2W/2

      Section 7: E/2

      Section 9: N/2

      Section 10: E/2

      Section 11: All

      Section 19: S/2SW/4

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 30: E/2

      TOWNSHIP 11 NORTH - RANGE 55 WEST, 6TH P.M.

      Section 11: SW/4

      Section 13: N/2, SW/4

      Section 14: S/2

      Section  20:  N/2S/2,  SE/4SW/4,  S/2SE/4, SE/4SE/4NW/4, S/2SW/4SE/4NW/4,
      S/2SW/4NE/4, S/2SE/4NE/4

      Section 21: S/2

      Section 22: S/2NE/4NW/4, SE/4NW/4,  S/2NW/4NE/4,  S/2NE/4, N/2SE/4, SW/4,
      S/2SE/4

      Section 23: All

      Section 24: W/2W/2

      Section 27: N/2

      Containing 6,705.00 acres, more or less.



22.   Oil  and  Gas Lease (Paid-Up) dated November 10, 2006,  between  Casement
Properties, LLC,  as  Lessor,  and  Doud  Oil  &  Gas  Company, LLC, as Lessee,
recorded as Document #680399 in Book 968, Page 463, as amended by Correction of
Description  in  Lease  recorded  as Document #682858 in Book  970,  Page  933,
covering the lands described below:

      TOWNSHIP 12 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 33: NE/4

      Section 34: W/2

      TOWNSHIP 11 NORTH - RANGE 54 WEST, 6TH P.M.

      Section 2: S/2S/2 lying south and west of cliffs

      Section 3: SW/4, NW/4, NW/4NE/4, SE/4 lying south and west of cliffs

      Section 6: E/2, E/2W/2

      Section 7: E/2

      Section 9: N/2

      Section 10: E/2

      Section 11: All

      Section 19: S/2SW/4

      TOWNSHIP 11 NORTH - RANGE 53 WEST, 6TH P.M.

      Section 30: E/2

      TOWNSHIP 11 NORTH - RANGE 55 WEST, 6TH P.M.

      Section 11: SW/4

      Section 13: N/2, SW/4

      Section 14: S/2

      Section  20: N/2S/2, SE/4SW/4,  S/2SE/4,  SE/4SE/4NW/4,  S/2SW/4SE/4NW/4,
      S/2SW/4NE/4, S/2SE/4NE/4

      Section 21: S/2

      Section 22:  S/2NE/4NW/4,  SE/4NW/4, S/2NW/4NE/4, S/2NE/4, N/2SE/4, SW/4,
      S/2SE/4

      Section 23: All

      Section 24: W/2W/2

      Section 27: N/2

      Containing 6,705.00 acres, more  or less. The foregoing leases identified
      as Nos. 21-22 collectively include 2514.375 net mineral acres.

                               END OF EXHIBIT