RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT

EXHIBIT 99.5

AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT

THIS AMENDED AND RESTATED DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of September 19, 2008, by and among the following parties:

PARTIES:

VIKING ASSET MANAGEMENT, LLC, a California limited liability company, as collateral agent for the Buyers (as defined in the Purchase Agreement described below) parties to that certain Securities Purchase Agreement dated as of April 1, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among South Texas Oil Company, a Nevada corporation, and the “Buyers” party thereto (in such capacity, the “Subordinated Creditor”)

VIKING ASSET MANAGEMENT, LLC, a California limited liability company, as collateral agent for the Buyers (as defined in the Bridge Purchase Agreement described below) parties to that certain Securities Purchase Agreement dated as of September 19, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Bridge Purchase Agreement”), by and among South Texas Oil Company, a Nevada corporation, and the “Buyers” party thereto (in such capacity, the “Senior Creditor”; and together with the Subordinated Creditor, the “Creditors”)

STO Operating Company, a Texas corporation (“Customer”)

WELLS FARGO BANK, NATIONAL ASSOCIATION (“Depository”)

BACKGROUND:

Customer has granted to each Creditor a security interest in a deposit account maintained by Customer with Depository and in all funds now in, or hereafter deposited into, that account, including any interest earned thereon. The parties are entering into this Agreement to perfect Creditors’ security interests in that account.

NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties agree as follows:

AGREEMENT:

1.   The Account . Depository represents and warrants to each Creditor that:

(a)   Customer maintains deposit account number 7476-409011 with Depository (said account and, if it is a certificate of deposit or other time deposit, any renewal thereof shall be referred to as the “Account”). The Account is a demand deposit account.

(b)   As of the date of this Agreement Depository does not know of any claim to or interest in the Account, except for claims and interests of the parties hereto.

2.   Control of Account by Creditors; Customer’s Rights in Account .

(a)   Depository will comply with instructions (“Orders”) originated by Controlling Creditor for the disposition of funds in the Account without further consent from Customer or the other Creditor and without regard to any inconsistent or conflicting Orders given to Depository by Customer or the other Creditor. In addition, at all times when Subordinated Creditor is not the Controlling Creditor, Depository will also, if, and only if, consented to in writing by Senior Creditor, comply with all Orders originated by Subordinated Creditor for the disposition of funds in the Account without further consent from Customer and without regard to any inconsistent or conflicting Orders given to Depository by Customer provided that Depository shall, in all cases, have a reasonable period of time to comply with any Order. As used herein, “Controlling Creditor” means (i) Senior Creditor, until such time as Senior Creditor has provided the Depository with a written notice that Senior Creditor has ceased to be the Controlling Creditor hereunder (such notice being the “Controlling Creditor Notice”), and (ii) thereafter, “Controlling Creditor ” shall mean the Subordinated Creditor. It is understood and agreed hereby that the Depositor shall rely exclusively on a Controlling Creditor Notice as to the determination of whether the Senior Creditor or the Subordinated Creditor is the Controlling Creditor hereunder and shall be under no obligation to make any independent investigation thereof.

(b)   The provisions of the paragraph checked below shall apply (only one of the paragraphs below should be checked, and if none or both of them are checked, then the provisions of the first paragraph titled “Account Not Restricted Immediately” shall apply):

(c)   Before Controlling Creditor attempts to give Depository any Orders concerning the Account, Controlling Creditor shall deliver to Depository such documentation as Depository may from time to time reasonably request to evidence the authority of those partners, officers, employees or agents whom Controlling Creditor may designate to give Orders.

(d)   Unless otherwise agreed in writing between Depository and Controlling Creditor, Depository will transfer funds from the Account to Controlling Creditor in response to an Order from Controlling Creditor in accordance with this Agreement on a Banking Day (a day on which Depository is open to conduct its regular banking business, other than a Saturday, Sunday or public holiday), if Depository receives the Order on such Banking Day before the deadline established by Depository from time to time for such transfer requests, and the amount requested to be transferred does not exceed the collected and available balance in the Account at the beginning of such Banking Day as determined by Depository after deducting the amount of all Returned Items (as defined in Section 3(a) hereof).

(e)   Unless otherwise agreed in writing between Depository and Controlling Creditor, transfers of funds from the Account to Controlling Creditor shall be made using the Fedwire system unless for any reason the Fedwire system is unavailable, in which case Depository will determine the funds transfer system to be used in making such transfer and the means by which such transfer will be made. Controlling Creditor shall provide Depository with such information as Depository may require to make such transfer, including the name and routing number of Controlling Creditor’s bank and the account number of Controlling Creditor’s account at such bank to which the funds are to be transferred. Customer and Controlling Creditor understand that a funds transfer by Depository may be delayed or not made if the transfer would cause Depository to violate any applicable law or regulation.

3.   Priority of Creditors’ Security Interest; Rights Reserved by Depository .

(a)   All of Depository's present and future rights against the Account are subordinate to Creditors’ security interests therein; provided however, that Creditors agree that nothing herein subordinates or waives, and that Depository expressly reserves, all of Depository's present and future rights (whether described as rights of setoff, banker’s lien, chargeback or otherwise, and whether available to Depository under law or any other agreement between Depository and Customer concerning the Account, or otherwise) with respect to: (i) any item deposited to the Account and returned unpaid, whether for insufficient funds or for any other reason, and without regard to the timeliness of such return or the occurrence or timeliness of any drawee’s notice of non-payment; (ii) any item subject to a claim against Depository of breach of transfer or presentment warranty under the Uniform Commercial Code, as adopted in the applicable state; (iii) any automated clearing house (“ACH”) entry credited to the Account and returned unpaid or subject to an adjustment entry under applicable clearing house rules, whether for insufficient funds or for any other reason, and without regard to the timeliness of such return or adjustment; (iv) any credit to the Account from a merchant card transaction, against which a contractual demand for chargeback has been made; (v) any credit to the Account made in error; and (vi) Depository’s usual and customary charges for services rendered in connection with the Account. Items, entries, and transactions described in clauses (i) through (v) of this