Exhibit 99.6 - Corporate Governance and Nominating Committee Charter

                            SOUTH TEXAS OIL COMPANY

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

The  Board  of  Directors  ("Board")  of  South Texas Oil Company ("Company" or
"STOC")  is  committed  to  establishing and maintaining  corporate  governance
practices designed to aid the  long-term success of the Company and effectively
enhance  and  protect  shareholder   value.   Central  to  effective  corporate
governance at STOC is the Corporate Governance  and  Nominating  Committee (the
"Committee").  This  Committee  reports  to  the  Board on corporate governance
matters.

MEMBERSHIP

The  Committee  is  comprised of no less than two independent  members  of  the
Board. Director independence, at a minimum, is consistent with applicable rules
for  Nasdaq-traded  issuers.  Specific  director  independence  guidelines  are
specified in the Company's  "Corporate Governance Principles." These guidelines
may  be  found on the Company's  web  site  (www.southtexasoil.com).  Committee
membership  includes the chairs of other standing Board Committees and the Lead
Independent Director.  The  Committee  also  maintains a chair. The chair is an
independent member of the Board. The Committee chair and members serve one year
renewable terms.

MEETINGS

The  Committee  meets  at least four times annually,  and  at  other  times  as
necessary.

RESPONSIBILITIES

The Committee's responsibilities include the following:

    * Develop  and  periodically  review   the  effectiveness  of  the  Board's
corporate  governance   guidelines.  The  Committee  makes  recommendations  on
revisions  to  these  guidelines   as   appropriate.   Included   among   these
responsibilities   is   keeping  the  Board  apprised  of  impending  corporate
governance guidelines and "best practices";

    * Monitor and protect the Board's independence;

    * Oversee and review  the  Company's processes for providing information to
the Board;

    * Recommend appropriate Board  structures  and  membership,  including  the
removal of directors, as necessary;

    * Recommend appropriate Board committee structures and membership including
the  existence of a Lead Independent Director, in accordance with the Corporate
Governance Principles. The Board has determined that there are three committees
essential  to effective governance. These are the Audit, Compensation and Human
Resources, and  Corporate  Governance  and  Nominating Committees. The Board is
committed  to  ensuring  the  independence  of  these   committees.   Committee
independence  is  evaluated in light of the Sarbanes-Oxley Act of 2002, Nasdaq-
traded issuers guidelines and the Company's "Corporate Governance Principles";

    * Establish procedures  for  the  director nomination process and recommend
nominees for election to the Board. The  Committee evaluates the background and
qualifications of director nominees, including those nominated by the Company's
stockholders.   To   nominate  a  director  candidate   for   the   Committee's
consideration, please  submit  the  candidate's  name and qualifications to the
Company's  Lead Independent Director, c/o South Texas  Oil  Company,  P.O.  Box
340504,      Austin,      Texas      78734      or      via      e-mail      to
(board.directors@southtexasoil.com)

    * Oversee formal evaluation of the Board and all Board committees. Included
is formal assessment  of  individual  directors. All standing directors will be
formally evaluated prior to consideration for re-nomination to the Board;

    * Oversee formal evaluation of the Company's CEO;

    * Recommend and review director compensation policies;

    * Secure  the services  of  external search  firms  or  other  experts,  as
necessary and appropriate.  These services will be compensated from the Company
provided Board of Directors budget.  This  budget  system is designed to ensure
the independence of such external advisors;

    * Promote  the  quality  of  directors  through  continuing   education
experiences;

    * Establish (subject to full Board approval) Board meeting dates;

    * The Committee shall annually review and evaluate the Committee charter.