RESIGNATION OF AGENT, APPOINTMENT OF SUCCESSOR AGENT AND ASSIGNMENT OF SECURITY INSTRUMENTS

This Resignation of Agent, Appointment of Successor Agent and Assignment of Security Instruments (this “Agreement”) is dated effective June 29, 2005 by and among Brigham Oil & Gas, L.P. (the "Borrower"), Société Générale ("Assignor") and Bank of America, N.A. ("Assignee").

WHEREAS, the Borrower, the lenders named therein (collectively, the "Existing Lenders") and Assignor, as administrative agent are parties to that certain Third Amended and Restated Credit Agreement dated as of January 21, 2005, as amended (the "Existing Credit Agreement");

WHEREAS, the Borrower, the lenders named therein (collectively, the "Lenders") and Assignee, as Administrative Agent desire to enter into that certain Fourth Amended and Restated Credit Agreement dated as of June 29, 2005, as amended (the "Credit Agreement"; the defined terms of which are used herein unless otherwise defined herein), which, among other things, amends and restates the Existing Credit Agreement in its entirety; and

WHEREAS, in conjunction with the amendment and restatement of the Existing Credit Agreement, the Assignor desires to resign as administrative agent under the Existing Credit Agreement and the other Loan Documents, and the parties hereto wish to appoint Assignee as Administrative Agent.

NOW THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:

1.   Resignation of Société Générale . The Assignor hereby gives written notice of and resigns as administrative agent. The provisions of Section 9.06 of the Credit Agreement shall apply to such resignation. The exculpatory provisions of Article IX of the Credit Agreement shall continue to apply after the execution of this Agreement to Assignor and its activities as administrative agent before the execution of this Agreement.

2.   Appointment of Replacement Agent . Pursuant to Section 9.01 of the Credit Agreement, the Lenders party to the Credit Agreement have agreed to and have appointed Assignee as the new Administrative Agent; provided, however , Assignee does not assume and shall not be obligated to pay, perform or discharge any claim, debt, obligation, expense or liability of the Assignor of any kind, whether known or unknown, absolute or contingent, under the Loan Documents or otherwise, arising out of any act or omission occurring on or bef