CONVERTIBLE NOTE

EXHIBIT 99.3

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 4 HEREOF.  THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 4 HEREOF.

THIS CONVERTIBLE NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE INTERCREDITOR AGREEMENT TO THE NOTE DEBT (AS DEFINED IN THE INTERCREDITOR AGREEMENT).

Issuance Date: June __, 2009

Note No.:  Spring 2009 - __ $_____________

FOR VALUE RECEIVED, SOUTH TEXAS OIL COMPANY ,   a Nevada Company (the “ Company ”), hereby promises to pay to ____________ or his registered assigns (the “ Holder ”), the principal amount of ___________________and 00/100 United States Dollars ($________), when due, whether upon maturity, acceleration, redemption or otherwise, and to pay interest (“ Interest ”) on the unpaid principal balance hereof on each Interest Payment Date (as defined in the Appendix hereto) and upon maturity, or earlier upon acceleration or prepayment pursuant to the terms hereof, from (and including) the Issuance Date through and including the Maturity Date at the Applicable Interest Rate (as defined in the Appendix hereto).  Interest on this Note is payable on each Interest Payment Date and on the Maturity Date, if applicable, or if earlier, upon acceleration or redemption pursuant to the terms hereof, and such Interest shall accrue from and after the Issuance Date (as defined in the Appendix hereto) and shall be computed on the basis of a 365-day   year and actual days elapsed.

This Note is being issued in connection with the Securities Purchase Agreement (as defined in the Appendix hereto).

(1)            Certain Defined Terms .  Each capitalized term used and not otherwise defined in this Note shall have the meaning ascribed to such term in the Appendix hereto (or incorporated by reference therein), and the meaning of each such term is incorporated herein by this reference.

(2)            Payments of Principal and Interest .  Except as otherwise may be provided herein, all payments under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note.  Interest shall be paid monthly in arrears on each Interest Payment Date and on the Maturity Date.  Any amount that is not paid when due shall bear interest at the Default Rate from the date such amount is initially due until the same is paid in full.  Whenever any amount expressed to be due by the terms of this Note is due on any day that is not a Business Day, the same shall be due instead on the next succeeding Business Day and interest thereon shall be payable at the Applicable Interest Rate.

Notwithstanding the foregoing, on each of the first three Interest Payment Dates, any Interest Amount payable on such Interest Payment Date shall be paid by adding such Interest Amount to the Principal (i.e., by capitalizing such Interest Amount) on such Interest Payment Date, and after such Interest Payment Date such Interest Amount shall itself (as part of the Principal) bear Interest in accordance herewith.

(3)            Principal Redemptions .

(a)            On the Maturity Date .  If any Principal remains outstanding on the Maturity Date, then the Holder shall surrender this Note, duly endorsed for cancellation to the Company, and such Principal shall be redeemed by the Company as of the Maturity Date by payment on the Maturity Date, respectively, to the Holder, by wire transfer of immediately available funds, of an amount equal to such Principal and the related Interest Amount, together with all other amounts payable under this Note or the Securities Purchase Agreement.

(b)            Optional Early Redemption by Company .

(i)            General .  At any time, and from time to time, after the Issuance Date, the Company shall have the right to redeem some or all of the Principal (a “ Company Early Redemption ”) by delivering to the Holder written notice (the “ Company Early Redemption Notice ”) at least five (5) Business Days prior to the date selected by the Company for such Company Early Redemption.  Any Company Early Redemption shall be for an amount in cash equal to the sum of (such sum, the “ Aggregate Early Redemption Amount ”):

(A)           the Principal then being redeemed and prepaid by the Company on the Company Early Redemption Date (as defined below) pursuant to this Section 3(b) (the “ Early Redemption Principal Amount ”); and

(B)           the Interest Amount with respect to such Early Redemption Principal Amount as of the applicable prepayment date (the “ Early Redemption Interest Amount ” and together with any Early Redemption Principal Amount, the “ Early Redemption Principal and Interest Amount ”), which date shall be the date on which the Company Early Redemption will occur (the “ Company Early Redemption Date ”).

The Company Early Redemption Notice shall state:

(A)           the Company Early Redemption Date;

(B)           the Aggregate Early Redemption Amount; and

A Company Early Redemption Notice shall be irrevocable by the Company.  The failure of the Company to pay the Aggregate Early Redemption Amount in full on the Company Early Redemption Date stated in such notice shall constitute an Event of Default. Any portion of the Aggregate Early Redemption Amount not paid on the Company Early Redemption Date shall bear interest at the Default Rate until paid in full.

(ii)            Mechanics of Company Early Redemption .  If the Company has delivered a Company Early Redemption Notice in accordance with Section 3(b)(i) , then, on the Company Early Redemption Date, the Company shall pay the Aggregate Early Redemption Amount in cash by wire transfer of immediately available funds to an account designated by the Holder.  Notwithstanding anything contained herein to the contrary, (A) the Company shall not effect any Company Early Redemption unless it is simultaneously redeeming the same percentage of the outstanding principal balance of each Other Note, and (B) no Company Early Redemption Notice shall contain any material non-public information regarding the Company or any of the Subsidiaries.  Any Company Early Redemption pursuant to this Section 3(b) shall be applied to the remaining mandatory Scheduled Principal Redemptions (as defined below) in order of maturity as to the remaining scheduled installments thereof (i.e., the Early Redemption Principal Amount shall be deducted first from the Scheduled Principal Redemption next payable and then sequentially from the immediately succeeding Scheduled Principal Redemptions and then from the Principal payable at Maturity).

(c)            Scheduled Principal Redemptions .  Subject to the reduction in the scheduled amount of installment payments in accordance with the application of optional redemptions pursuant to the preceding Section 3(b) or reductions in the Principal pursuant to Section 7 below, the Company shall redeem Principal in twelve (12) equal monthly installments, each in the cash amount of $1,333.33, on each of the Interest Payment Dates, commencing with the Interest Payment Date in July 2010 (each such required redemption of Principal, a “ Scheduled Principal Redemption ”).

(4)            Surrender of Note .  Notwithstanding anything to the contrary set forth in this Note, upon any redemption of the Principal of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless all of the Principal is being repaid and the related Interest Amount and all other obligations payable under this Note (including any other amounts due under this Note) have been paid in full.  The  Register (as defined in Section 14 hereof) shall show the principal amount redeemed and the date(s) of such redemptions, so as not to require physical surrender of this Note upon each such redemption  The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following redemption of any portion of this Note, the Principal may be less than the principal amount stated on the face hereof.

(5)            Interest .  Interest shall be payable by the Company, on each Interest Payment Date and at the Maturity Date, to the record Holder of this Note on such Interest Payment Date by wire transfer of immediately available funds. Any accrued and unpaid Interest which is not paid within three (3) Business Days of such accrued and unpaid Interest’s Interest Payment Date shall bear interest at the Default Rate from such Interest Payment Date until the same is paid in full.

(6)            Voting Rights .  The holders of the Notes shall have no voting rights, except as required by law and as expressly provided in this Note.

(7)            Conversion of Principal to Equity .

(a)            Conversion Rights .  Subject to the further provisions of this Section 7 , the Holder of the Note shall have the right at any time subsequent to ninety (90) days after the issuance to the Holder of the Note, to convert all or part of Principal, and any accrued but unpaid Interest of the Note, plus accrued but unpaid Interest due with respect to the Principal converted pursuant to this Section 7 , into fully paid and non-assessable shares of Common Stock of the Company determined in accordance with Section 7(b) below; provided, that the Principal to be converted shall be at least $10,000 (unless if at the time of such conversion the Principal of the Note remaining unpaid to Holder is less than $10,000, then the whole Principal remaining may be converted).  Any conversions of the Principal pursuant to this Section 7 shall be applied to the remaining mandatory Scheduled Principal Redemptions  in order of maturity as to the remaining scheduled installments thereof (i.e., the reduction in Principal resulting from any such conversion shall be deducted first from the Scheduled Principal Redemption next payable, and then sequentially from the immediately succeeding Scheduled Principal Redemption and then from the Principal payable at Maturity).

(b)            Conversion Price .  The number of shares of Common Stock issuable upon conversion of each One ($1.00) Dollar of Principal shall equal (i) One ($1.00) Dollar (ii) divided by the Conversion Price.  The “ Conversion Price ” shall be $0.50, subject to proportional adjustment for stock splits, stock dividends, stock combinations and similar events after the date hereof.

(c)            Conversion Procedure .  The Holder will give notice of its decision to exercise its right to convert the Principal of the Note, or part thereof, by telecopying an executed and completed “ Notice of Conversion ” (a form of which is annexed as Exhibit A to this Note) to the Company via confirmed telecopier transmission.  The Holder will not be required to surrender the Note until in each case the Principal of the Note has been fully converted.  Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a “ Conversion Date ”.  The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Common Stock issuable upon conversion of part or all of the Principal of the Note to the Holder via express courier for receipt by the Holder within five (5) Business Days after receipt by the Company of the Notice of Conversion (the “ Delivery Date ”).  In the event the Common Stock is electronically transferable, then delivery of the Common Stock must be made by electronic transfer, provided request for such electronic transfer has been made by the Holder.  A replacement Note representing the balance of the Principal of the Note not so converted will be provided by the Company to the Holder if requested by Holder, provided the Holder has delivered the original Note (or replacement Note) to the Company.  To the extent that a Holder elects not to surrender the Note for reissuance upon partial payment or conversion, the Holder hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual Principal of the Note then owned by the Holder.

(d)            Common Stock Issuance Date .  In the case of the exercise of the conversion rights set forth in paragraph 7(a) the conversion privilege shall be deemed to have been exercised and the shares of Common Stock issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion.  The person or entity entitled to receive Common Stock issuable upon such conversion shall, on the date such conversion privilege is deemed to have been exercised and thereafter, be treated for all purposes as the record holder of such Common Stock and shall on the same date cease to be treated for any purpose as the record Holder of such shares of Principal of the Note so converted.

(e)            Adjustments .  Upon the conversion of any Principal of the Note, no adjustment or payment shall be made with respect to such conversion on account of any dividend on the Common Stock, except that the Holder of such converted Principal of the Note shall be entitled to be paid any dividends declared on shares of Common Stock after issuance thereof upon conversion hereof.

(f)            Fractional Shares .  The Company shall not be required, in connection with any conversion of Principal of the Note, to issue a fraction of a share of Common Stock and may instead deliver a stock certificate representing the next whole number.

(g)            Forced Conversion .  Upon 20 calendar days written notice following the first date on which the issuance of all of the shares of Common Stock then issuable upon conversion of all of the then outstanding Notes would not exceed that number of shares of Common Stock which the Company may issue upon conversion of the Notes and upon exercise of the Warrants without breaching the Company’s obligations under the rules and regulations of the Principal Market, and provided that a registration statement filed with the Securities and Exchange Commission on Form S-1 or S-3 registering all of the shares of Common Stock then issuable upon conversion of the Note pursuant to this Section 7(g) for unrestricted public resale by the Holder is then effective or all of such shares may then be sold by the Holder without restriction (other than compliance with a current public information requirement) pursuant to Rule 144, the Company may require the Holder to convert the Note into Common Stock (at the Conversion Price) at any time after the Company’s Common Stock (i) closes at a price exceeding $1.00 (subject to proportional adjustment for stock splits, stock dividends, stock combinations and similar events) for any 20 consecutive trading days (the “ Lookback Period ”) and (ii) the reported daily trading volume of the Common Stock during each trading day during the Lookback Period is not less than 100,000 (subject to proportional adjustment for stock splits, stock dividends, stock combinations and similar events) shares of Common Stock.

(8)            Defaults and Remedies .

(a)            Events of Default .  An “ Event of Default ” means:

(i)           Any default in payment of (A) any Principal on any of the Notes or (B) any Aggregate Early Redemption Amount, when and as due;

(ii)           Any default in payment of any Interest Amount or any other amount due that is not included in an amount described in the immediately preceding clause (i) and that is not cured within three (3) Business Days from the date such Interest Amount or other amount was due;

(iii)           Any failure by the Company, for a period of ten (10) consecutive days (after giving effect to any grace period set forth in the Securities Purchase Agreement or other Transaction Document relating to any such breach) , to comply with any other provision of this Note in all material respects;

(iv)           The Company or any of the Subsidiaries pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or applies for a