EXHIBIT 10.28



                        Viking Asset Management, L.L.C.
                       600 Montgomery Street, 44th Floor
                            San Francisco, CA 94111

                                 April 1, 2008

South Texas Oil Company
769 Highway 95 N.
Bastrop, Texas  78602
Attention:  Scott Zimmerman, Chief Executive Officer

RE:   DEPOSIT ACCOUNT CONTROL AGREEMENTS

Ladies and Gentlemen:

      Reference  is  hereby made to that certain Securities Purchase Agreement,
dated as of April 1, 2008  (as  amended,  restated,  supplemented  or otherwise
modified and in effect from time to time, and including all rights,  claims and
remedies with respect thereto, the "PURCHASE AGREEMENT"), among South Texas Oil
Company,  a  Nevada  corporation  (the  "COMPANY"), The Longview Fund, L.P.,  a
California limited partnership ("LONGVIEW  FUND"),  and Longview Marquis Master
Fund, L.P., a British Virgin Islands limited partnership  ("MARQUIS  FUND" and,
together  with  Longview  Fund, the "BUYERS").  Capitalized terms used but  not
otherwise defined herein shall  have  the  meanings  ascribed  to  them  in the
Purchase Agreement

      Notwithstanding  (A)  the  provisions  in  the Purchase Agreement and the
other  Transaction  Documents  which  require  (i) that  the  Company  and  the
Subsidiaries execute and deliver Account Control  Agreements  contemporaneously
with the execution and delivery of the Purchase Agreement, and  (ii)  that  all
funds  of  the Company and each of the Subsidiaries be held in deposit accounts
that are subject  to  Account Control Agreements, and (B) the provisions in the
Pledge Agreement and the  other  Transaction  Documents  which require that the
Company   and   the   Subsidiaries,  as  applicable,  to  deliver  certificates
representing  the  Company's  and  the  Subsidiaries',  as  applicable,  equity
interests  in  each  of   the   Subsidiaries   (the   "PLEDGED   CERTIFICATES")
contemporaneously  with  the  execution  and  delivery of the Pledge Agreement,
Collateral Agent, each of the Buyers, the Company  and each of the Subsidiaries
hereby agree as follows:

         1. The  Company  and  each  of the Subsidiaries,  as  applicable,  may
            collectively hold in those  certain accounts with Washington Mutual
            Bank set forth on Exhibit A hereto  (each an "EXCLUDED ACCOUNT" and
            collectively, the "EXCLUDED ACCOUNTS"),  not more than an aggregate
            amount of $120,000 at any time during the  period commencing on the
            Amendment  Date and ending on the thirtieth (30th)  day  after  the
            Amendment Date.   The  Company  and  each  of  the Subsidiaries, as
            applicable,  shall  deliver,  or  cause  to  be delivered,  to  the
            Collateral Agent on or prior to the thirtieth  (30th) day after the
            Amendment  Date  evidence  of the closing of each of  the  Excluded
            Accounts,  in form and substance  satisfactory  to  the  Collateral
            Agent, and transfer of all funds on deposit in each of the Excluded
            Accounts to  one  or more deposit account(s) that are subject to an
            Account Control Agreement  to which the Collateral Agent is a party
            and which is in form and substance  satisfactory  to the Collateral
            Agent.

         2. Neither the Company nor any of the Subsidiaries shall,  on or after
            the Amendment Date, (i) deposit any funds into any of the  Excluded
            Accounts,  or (ii) direct any customer or remitter of funds to  the
            Company or any  of the Subsidiaries to remit payments to any of the
            Excluded Accounts.

         3. The Company and each  of  the  Subsidiaries,  as  applicable, shall
            direct, and use its reasonable efforts to cause, every  customer or
            remitter of funds to the Company or any of the Subsidiaries  as  of
            the  Amendment  Date  to thereafter pay all amounts payable by such
            customer or remitter if  funds  to a deposit account of the Company
            or  such  Subsidiary which is not an  Excluded  Account  and  shall
            require that  every  Person  that becomes a customer or remitter of
            funds to the Company or any of the Subsidiaries after the Amendment
            Date to pay, at all times, all  amounts  payable  by such customer,
            client or remitter of the Company or such Subsidiary  to  a deposit
            account of the Company or such Subsidiary which is not the Excluded
            Account.

         4. The  Company  may deliver, to the Collateral Agent, Account Control
            Agreements, covering  deposit  accounts  of  the Company and/or the
            Subsidiaries,  as applicable, that are not Excluded  Accounts  (all
            such deposit accounts  that are not Excluded Accounts, the "COVERED
            ACCOUNTS"), and maintain  funds in such Covered Accounts, after the
            Amendment Date, so long as  all such Account Control Agreements are
            duly  executed  by  the  Company   and/or   the   Subsidiaries,  as
            applicable,  and  the  applicable  Bank  and,  as so executed,  are
            delivered  to  the  Company  by no later than April  4,  2008  (the
            "DELIVERY DEADLINE").  If the  Company fails to deliver any of such
            Account Control Agreements, so executed,  by the Delivery Deadline,
            such failure shall constitute (i) an immediate  breach  of  each of
            the  Purchase  Agreement  and  the  Amended  and  Restated Security
            Agreement,  and (ii) an immediate Event of Default (as  defined  in
            the Initial Notes) under the Initial Notes.  Further, upon any such
            failure, each  of  the Buyers' obligations and the Company's rights
            under Section 1(b) of  the  Purchase  Agreement  shall  immediately
            terminate and be of no further force and effect.

         5. The  Company  and the applicable Subsidiaries may deliver,  to  the
            Collateral Agent,  the  Pledged  Certificates,  after the Amendment
            Date, so long as all of the Pledged Certificate,  duly  executed in
            accordance  with  the  applicable  charter documents and applicable
            law, are delivered to the Colateral  Agent  by  no  later  than the
            Delivery  Deadline.   If  the  Company fails to deliver any of such
            Pledged Certificates, so executed,  by  the Delivery Deadline, such
            failure shall constitute (i) an immediate  breach  of  each  of the
            Pledge  Agreement,  the  Purchase  Agreement  and  the  Amended and
            Restated Security Agreement, and (ii) an immediate Event of Default
            (as  defined  in  the  Initial  Notes)  under  the  Initial  Notes.
            Further, upon any such failure, each of the Buyers' obligations and
            the  Company's  rights under Section 1(b) of the Purchase Agreement
            shall immediately terminate and be of no further force and effect.

         6. The Company and each  of the Subsidiaries hereby represent, warrant
            and covenant that (a) on  the  Amendment Date, the aggregate amount
            of funds in the Excluded Accounts  is  $116,333.92,  and (b) on the
            Amendment  Date  the  only  Covered  Accounts are, and on each  day
            thereafter  through and including the Delivery  Deadline  the  only
            Covered Accounts will be, maintained at Wells Fargo Bank, N.A.

         7. Section 12 of  the Purchase Agreement is hereby incorporated herein
            mutatis mutandis.





<PAGE>




      IN WITNESS WHEREOF, the  parties hereto have caused this Letter Agreement
to be duly executed as of the date first written above.

                                    VIKING ASSET MANAGEMENT, LLC, a California
                                    limited liability company, in its capacity
                                    as Collateral Agent

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


                                    THE LONGVIEW FUND, L.P.,
                                    a California limited partnership

                                    By: Viking Asset Management, LLC
                                    Its:  Investment Adviser

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


                                    LONGVIEW MARQUIS MASTER FUND, L.P.,
                                    a British Virgin Islands limited
                                    partnership

                                    By:  Viking Asset Management, LLC
                                    Its: Investment Advisor

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





60637738





<PAGE>




Acknowledged and Agreed to this 1st
day of April, 2008.

SOUTH TEXAS OIL COMPANY,
a Nevada corporation

By:________________________________
Name: _____________________________
Title:_______________________________


STO OPERATING COMPANY,
a Texas corporation

By:________________________________
Name: _____________________________
Title:_______________________________


STO DRILLING COMPANY,
a Texas corporation


By:________________________________
Name: _____________________________
Title:_______________________________

STO PROPERTIES LLC,
a Texas limited liability company


By:________________________________
Name: _____________________________
Title:_______________________________


SOUTHERN TEXAS OIL COMPANY,
a Texas corporation


By:
By:________________________________
Name: _____________________________
Title:_______________________________






<PAGE>




                                   EXHIBIT A

                               EXCLUDED ACCOUNTS


             ACCOUNT              ACCOUNT NUMBER  	    BALANCE AT
							   APRIL 1, 2008

Operating (Texas) Drilling Account  395-0513834               $18,693.36
Operating (Texas)                   3120173012                   $696.52
Operating (Texas)                   395-2167358                $4,129.94
Drilling (Texas)                    395-2167233               $41,496.78
Savings (Texas)                     1818725301                $51,317.32
TOTAL                                                        $116,333.92