SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT

THIS SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is made as of January 21, 2005, by and between The Royal Bank of Scotland plc, as agent (in such capacity, and together with any successor in such capacity, the "Subordinated Agent") for each of the lenders that is signatory to, or which becomes a signatory to, the Subordinated Credit Agreement (as defined below) (collectively, the "Subordinated Lenders"), and Société Générale, as agent (in such capacity as agent, and together with any successor in such capacity, the "Senior Agent") for each of the lenders that is signatory to, or which becomes a signatory to the Senior Credit Agreement (as defined below) (collectively, the "Senior Lenders").

BRIGHAM EXPLORATION COMPANY, a Delaware corporation (the "Parent"). BRIGHAM OIL & GAS, L.P., a Delaware limited partnership ("BOG"), and BRIGHAM, INC., a Nevada corporation ("BI") are   signatories hereto solely for the purpose of evidencing their acknowledgment and consent to the terms and conditions of this Agreement and their agreement to make payment of the Senior Indebtedness and Subordinated Indebtedness (as such terms are defined below) in accordance with Section 2.2 of this Agreement.

A.         BOG, as the borrower, the Senior Lenders and the Senior Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of January 21, 2005 (such agreement, as the same may be from time to time amended, modified, supplemented, restated, refinanced or replaced, the "Senior Credit Agreement"), pursuant to which the Senior Lenders have made certain credit available to and on behalf of BOG.

B.         BOG has executed one or more Mortgages (as such term is defined in the Senior Credit Agreement) and delivered financing statements (such mortgages and financing statements, as the same may have heretofore been or may hereafter be from time to time amended, supplemented or replaced, the "Senior Mortgages") in favor of the Senior Agent to secure, inter alia, the obligations outstanding under the Senior Credit Agreement.

C.         Each of the Parent and BI has guaranteed the Obligations under the Senior Credit Agreement pursuant to Article VIII thereof (as the same may be from time to time further amended, supplemented or replaced, being referred to herein as the "Senior Guaranty Agreements"), in favor of the Senior Agent, for the benefit of the Senior Agent and the Senior Lenders.

D.         Each of the Parent, BI and BOG has executed a Second Amended and Restated Pledge Agreement dated as of January 21, 2005 (as the same may be from time to time further amended, supplemented or replaced, the "Senior Pledge Agreements") to secure, inter alia, the obligations of BOG under the Senior Credit Agreement and the obligations of the Parent and BI under their respective Senior Guaranty Agreements.

E.         Of even date herewith, BOG has entered into that certain Second Amended andRestated Subordinated Credit Agreement with the Subordinated Agent and the Subordinated Lenders (the "Subordinated Credit Agreement") pursuant to which the Subordinated Lenders will make loans to BOG, such advances to be evidenced by a promissory note executed and delivered by BOG in accordance with the Subordinated Credit Agreement (the "Subordinated Note").

F.         In connection with the execution and delivery of the Subordinated Credit Agreement, BOG has executed, or will execute, one or more Second Mortgages (as such term is defined in the Subordinated Credit Agreement) and delivered financing statements (as the same may be from time to time amended, modified, supplemented or replaced, the "Second Mortgages") in favor of the Subordinated Agent to secure, inter alia, the obligations outstanding under the Subordinated Loan Documents (as hereinafter defined).

G.         In connection with the execution and delivery of the Subordinated Credit Agreement, each of the Parent and BI has guaranteed the Obligations under the Subordinated Credit Agreement pursuant to Article VIII thereof (as the same may be from time to time further amended, supplemented or replaced, being referred to herein as the "Subordinated Guaranty Agreements"), in favor of the Subordinated Agent, for the benefit of the Subordinated Agent and the Subordinated Lenders.

H.       Each of the Parent, BI and BOG has executed a Second Amended and Restated Second Pledge Agreement dated as of January 21, 2005 (as the same may be from time to time further amended, supplemented or replaced, the "Second Pledge Agreements") to secure, inter alia, the obligations of BOG under the Subordinated Credit Agreement and the obligations of the Parent and BI under their respective Subordinated Guaranty Agreements.

I.       The Subordinated Credit Agreement, the Subordinated Note, the Second Mortgages, the Subordinated Guaranty Agreements, the Second Pledge Agreements, and those other documents or instruments now or hereafter given in connection therewith, and including those identified on Exhibit "A" attached hereto, as any of such documents or instruments may be amended, supplemented or replaced as permitted herein are collectively referred to herein as the "Subordinated Loan Documents".

M.       Therefore, (i) in order to comply with the terms and conditions of the Subordinated Credit Agreement, (ii) at the special insistence and request of the Senior Agent and the Senior Lenders, and (iii) for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subordinated Agent, for itself and on behalf of the Subordinated Lenders, the Senior Agent, for itself and on behalf of the Senior Lenders, and the Parent (for itself and on behalf of the other Credit Parties), BOG and BI agree as follows:

Section 1.1     Terms Defined Above .   As used in this Agreement, the terms defined above shall have the meanings respectively assigned to them.

Section 1.2     Certain Definitions .   As used in this Agreement the following terms shall have the following meanings, unless the context otherwise requires:

"Affiliate" of any Person shall mean (i) any Person directly or indirectly controlled by, controlling or under common control with such first Person, (ii) any director or officer of such first Person or of any Person referred to in clause (i) above and (iii) if any Person in clause (i) above is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For purposes of this definition, any Person which owns directly or indirectly 20% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation or 20% or more of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to "control" (including, with its correlative meanings, "controlled by" and "under common control with") such corporation or other Person.

"Hedging Agreement" shall mean any commodity, interest rate or currency swap, cap, floor, collar, forward agreement or other exchange or protection agreements or any option with respect to any such transaction permitted by the terms of the Senior Credit Agreement, now or hereafter existing between BOG and any Senior Lender, or any of its Affiliates, successors or assigns (''Senior Hedge Party") entered into while such Senior Hedge Party is a Senior Lender or an Affiliate of a Senior Lender.

"Lien" shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledged, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

"Oil and Gas Properties" shall have the meaning attributed to such term in the Senior Credit Agreement.

"Payment Blockage Period" means the period commencing on (i) the date on which a default in the payment of any principal of or interest on the Senior Indebtedness occurs and expiring on the date on which such default is cured or waived as provided in Section 2.2(a)(iii)(A) or (ii) the date on which a Payment Blockage Notice (as defined below) is given by the Senior Agent or any Senior Lender, and expiring on the date which is 60 days following the first day of the Payment Blockage Period.

"Person" shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

"Property" shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

"Senior Creditor" shall mean any of the Senior Agent, any Senior Lender or any Senior Hedge Party.

"Senior Indebtedness" shall mean the principal balance of all loans from time to time advanced to or letters of credit issued for the account of BOG pursuant to the terms and conditions of the Senior Loan Documents, and accrued but unpaid interest thereon, all fees, expenses, reimbursement obligations, liabilities, indemnities or other monetary obligations of any Credit Party under any Senior Loan Document, and all swap settlement amounts or other amounts due and payable under any Hedging Agreements with a Senior Hedge Party, whether any of the foregoing is (i) absolute or contingent, direct or indirect, joint, several or independent, (ii) now outstanding or owing or which may hereafter be existing or incurred, (iii) due or to become due, or (iv) held or to be held by any Senior Creditor, and all renewals, extensions, rearrangements, refundings and modifications thereof permitted by the terms hereof.

"Subordinated Indebtedness" shall mean the principal balance of all loans from time to time advanced to BOG and/or rearranged pursuant to the terms and conditions of the Subordinated Loan Documents, and accrued but unpaid interest thereon, and all fees, expenses, reimbursement obligations, liabilities, indemnities or other monetary obligations of any Credit Party under any Subordinated Loan Document, whether any of the foregoing is (i) absolute or contingent, direct or indirect, joint, several or independent, (ii) now outstanding or owing or which may hereafter be existing or incurred, (iii) due or to become due, or (iv) held or to be held by the Subordinated Agent or any Subordinated Lender, and all renewals, extensions, rearrangements, refundings and modifications thereof permitted by the terms hereof.

Section 2.1   Agreement to Subordinate . The payment of any and all Subordinated Indebtedness and the Subordinated Loan Documents is expressly subordinated to the extent and in the manner set forth in Sections 2.2 through 2.8 hereof to the Senior Indebtedness and the Senior Loan Documents.

(a)        The Subordinated Agent (for itself and on behalf of the Subordinated Lenders) agrees, that:

(i)     the Subordinated Indebtedness is subordinate in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed);

(ii)     no Credit Party or any of its Subsidiaries may make any payment (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) upon or in respect of the Subordinated Indebtedness, until all principal and other obligations with respect to the Senior Indebtedness have been paid in full, if:

(A)     a default in the payment of any principal of or interest on the Senior Indebtedness occurs; or

(B)     the payment of the Subordinated Indebtedness would result in a default or event of default under the Senior Loan Documents or any other default has occurred and is continuing with respect to the Senior Indebtedness that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, any Senior Creditor to accelerate its maturity and the Subordinated Agent receives a notice of the default (a "Payment Blockage Notice") from any Credit Party or any Senior Creditor with regard to the foregoing;

(iii)    the Credit Parties may resume payments on and distributions in respect of the Subordinated Indebtedness upon:

(A)     in the case of a default referred to in Section 2.2(a)(ii)(A), the date upon which the default is cured or waived; or

(B)     in the case of a default referred to in Section 2.2(a)(ii)(B), the earliest of (1) the date on which such nonpayment default or event of default is cured or waived or (2) the expiration of the applicable Payment Blockage Period unless the maturity of the Senior Indebtedness has been accelerated; and

(iv)    upon any payment or distribution of property or securities to creditors of any Credit Party in a liquidation or dissolution of such person or its property, or in an assignment for the benefit of creditors or any marshaling of its assets and liabilities:

(A)     the Senior Creditors shall be entitled to receive payment in full of all Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the Senior Loan Documents, whether or not a claim for such interest would be allowed in such proceeding) before the Subordinated Agent or any Subordinated Lender shall be entitled to receive any payment with respect to the Subordinated Indebtedness;

(B)     until the Senior Indebtedness is paid in full, any payment or distribution to which the Subordinated Agent or any Subordinated Lender would be entitled shall be made to the Senior Agent for its benefit and the benefit of the Senior Creditors; and

(C)     under the circumstances described in this clause (iv), any Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Subordinated Agent or any Subordinated Lender would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Subordinated Indebtedness) directly to the Senior Agent for its benefit and the benefit of the Senior Creditors to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment, distribution or provision thereof to or for any Senior Creditor.

(b)       The Senior Agent and the Senior Lenders shall have the right, in their sole and absolute discretion, to waive the conditions of Section 2.2(a) prohibiting the payment of the Subordinated Indebtedness whether in an enforcement action brought by the Senior Agent or any Senior Lender on the Senior Indebtedness or otherwise.

(c)       The foregoing provisions of Section 2 .2 shall not impair or prohibit the rights of any Subordinated Lender to receive payments in the form of equity securities or additional subordinated debt that is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. Nothing in this Agreement shall Limit or restrict the accrual or charging of default interest on any of the Subordinated Indebtedness not paid when due. In addition, the foregoing provisions of this Section 2.2 shall not prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies upon a default or event of default under the Subordinated Loan Documents, subject to (y) the rights of the Senior Creditors to receive distributions and payments otherwise payable to the Subordinated Lenders, and (z) the expiration of any then applicable Payment Blockage Period.

(a)        In the event the Subordinated Agent or any Subordinated Lender shall receive any payment or distribution on account of the Subordinated Indebtedness which it is not entitled to receive under the provisions of Section 2.2. the Subordinated Agent or such Subordinated Lender will hold any amount so received in tru