Joint Development Agreement

EXHIBIT 10.65


JOINT DEVELOPMENT AGREEMENT


This Joint Development Agreement (the "Agreement") is entered into effective as of February 10, 1999, by and between BRIGHAM OIL & GAS, L.P. ("Brigham") and ASPECT RESOURCES LLC ("Aspect") (Brigham and Aspect being sometimes referred to herein individually as a "Party" and collectively as the "Parties").


I.


FUNDING LEASE, MINERAL AND ROYALTY ACQUISITIONS


Concurrent with its execution of this Agreement Aspect shall forward to Brigham two hundred thousand dollars (the "Initial Deposit") to be utilized by Brigham after the effective date of this Agreement exclusively for the purpose of acquiring interests in oil and gas leases ("Leasehold Interests") and/or mineral or royalty interests (collectively referred to as "Royalty Interests") within the lands which are described in Exhibit A which is attached hereto and incorporated herein for all purposes (the "Subject Lands") within two years from the date hereof (the "AMI Term") within the limitations contained below.


In the event that it appears to Brigham that it will spend more than the Initial Deposit in acquiring Leasehold Interests and/or Royalty Interests within the Subject Lands during the AMI Term, Brigham shall provide Aspect with copies of the instruments evidencing the Leasehold Interests and Royalty Interests acquired to date (the "Acquired Interests"), lease purchase reports related to the Acquired Interests, and seismic interpretations covering the lands that are the subject of the Leasehold Interests and/or Royalty Interests acquired to date ("Back-Up Materials"). In the event that Aspect desires to review materials in addition to the Back-Up Materials, Aspect shall have the right to come into Brigham's offices at reasonable times prior to the expiration of the Election Period (as defined below) in order to view a reasonable amount of additional information and data with respect to the Prospect Areas within which the Acquired Interests are located, subject to any third-party limitations which are placed upon such materials. Within three business days of Aspect's receipt of the Back-Up Materials (the "Election Period") Aspect shall have the election to either: (i) fund an additional two hundred thousand dollars (a "Subsequent Deposit") to be utilized by Brigham in acquiring Leasehold Interests and/or Royalty Interests within the Subject Lands ("Full Continuation"), (ii) fund an additional two hundred thousand dollars that may only be utilized by Brigham in acquiring Leasehold Interests and/or Royalty Interests within Prospect Areas ("Active Prospect Areas") within which Aspect has already funded the acquisition of Acquired Interests ("Partial Termination"), or (iii) completely terminate its obligation to fund the acquisition of additional Leasehold Interests and Royalty Interests beyond the Subsequent Deposit previously made by Aspect ("Full Termination"). In order to elect to fund an additional Subsequent Deposit of two hundred thousand dollars under Full Continuation or Partial Termination, Aspect must notify Brigham of such election in writing and tender to Brigham in readily available funds the Subsequent Deposit prior to the expiration of the Election Period. In the event of Full Termination, this Agreement shall terminate as to any Leasehold Interests and Royalty Interests which are acquired after the funds from the Initial Deposit have been exhausted by Brigham, whichever is the earlier to occur. In the event of Partial Termination this Agreement shall terminate as to any Leasehold Interests and Royalty Interests which are acquired after the funds from the Initial Deposit have been exhausted by Brigham, except as to Leasehold Interests and Royalty Interests that cover lands that are located within Active Prospect Areas. In the event of Full Termination any outstanding assignments which are due shall be completed and any activities for the acquisition of Acquired Interests on Aspect's behalf shall cease.


In the event that Aspect has elected Full Continuation as provided above and it subsequently appears to Brigham that it will spend more than the last Subsequent Deposit which has been made by Aspect in acquiring Leasehold Interests and/or Royalty Interests within the Subject Lands during the AMI Term, Brigham shall again provide Aspect with copies of the Back-Up Materials related to the Acquired Interests obtained with such Subsequent Deposit and Aspect shall have the same elections provided for in the previous paragraph to make another Subsequent Deposit of two hundred thousand dollars under the same terms and conditions which are set forth above. Similarly, during the AMI Term Aspect shall continue to have the same elections as to continued participation as the immediately preceding Subsequent Deposit runs out until such time as Aspect elects either Partial Termination or Full Termination.


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In the event that Aspect has previously elected Partial Termination as provided above and it appears to Brigham that it will spend more than the last Subsequent Deposit which has been made by Aspect in acquiring Leasehold Interests and Royalty Interests within the Active Prospect Areas during the AMI Term, Brigham shall provide Aspect with copies of the Back-Up Materials related to the Acquired Interests obtained with such Subsequent Deposit. Within three business days of Aspects receipt of the Back-Up Materials ("Election Period") Aspect shall have the election to either: (i) fund an additional two hundred thousand dollar Subsequent Deposit that may only be utilized by Brigham in acquiring Leasehold Interests and/or Royalty Interests within the Active Prospect Areas, or (ii) elect Full Termination and thus completely terminate its obligation to fund the acquisition of additional Leasehold Interests and Royalty Interests beyond the last Subsequent Deposit made. During the AMI Term Aspect shall continue to have the same elections as to the continued funding of Subsequent Deposits in the amount of two hundred thousand dollars for continued participation in the Active Prospect Areas as each prior Subsequent Deposit runs out until such time as Aspect elects Full Termination.


Anything to the contrary contained above notwithstanding, in the event that prior to the spending or commitment of all of the available funds under the last Initial Deposit or Subsequent Deposit which is made by Aspect right before Aspect has elected Full Termination or Partial Termination hereunder, Brigham has acquired or intends to acquire Leasehold Interests and/or Royalty Interests from a mineral, leasehold or royalty owner and the total consideration for such package of Leasehold Interests and/or Royalty Interests shall exceed the amount of the last made Initial Deposit or Subsequent Deposit, no part of the Leasehold Interests and/or Royalty Interests that are included in the package owned by such mineral, leasehold or royalty owner shall be funded through Aspect's Deposit or be deemed an Acquired Interest for purposes of this Agreement, without the mutual agreement of both Aspect and Brigham; provided, however, that in the event that Aspect has only elected Partial Termination and the entire package of Leasehold Interests and/or Royalty Interests are located within Active Prospect Areas, such Leasehold Interests and/or Royalty Interests shall constitute Acquired Interests for purposes of this Agreement.


Anything to the contrary contained herein notwithstanding, the Parties agree that any interests that are acquired by Brigham (i) as part of the acquisition of producing properties, (ii) as part of the acquisition of substantially all of the assets of another company, or (iii) as a result of any merger or other consolidation of assets with another company shall not constitute Leasehold Interests, Royalty Interests or Acquired Interests for purposes of this Agreement. In addition, the Parties agree that the interests to be acquired pursuant to the terms of a farm-in (or other similar arrangement) under which interests in oil and/or gas leasehold are not earned ...