Formation of Limited Liability Company

REGULATIONS


OF


QUEST RESOURCES, L.L.C.


ARTICLE I


FORMATION OF LIMITED LIABILITY COMPANY


Section 1.1 Formation. Quest Resources, L.L.C. (the "Company") was formed as a limited liability company under the laws of the State of Texas on September, 23, 1994 by filing with the Secretary of State of Texas the Articles of Organization.


Section 1.2 Purposes. Other than with the unanimous consent of the Members, the Company shall engage only in the following activities: acting as general partner of B-R Acquisitions L.P. (the "Partnership") and, in connection therewith, the acquisition, holding, maintenance, renewal, exploration, drilling, development and operation of any Lease, (being defined as "any option (including without limitation, any option to secure a Lease and/or to conduct seismic or other geophysical activities), mineral interest, royalty or overriding royalty, fee right, license, concession or other right covering oil, gas and related hydrocarbons (or a contractual right to acquire such an interest) or an undivided interest therein or portion thereof, together with all pipelines, wells, equipment and other personal property and/or fixtures associated therewith and all appurtenances thereto and servitudes associated therewith"); the production, collection, storage, treatment, delivery, marketing, sale or other disposition of oil, gas and related hydrocarbons, minerals and other products from Leases; the farmout, sale, abandonment or other disposition of Leases and assets; and the taking of all such other actions incidental to any of the foregoing.


Section 1.3 Offices. The principal place of business of the Company shall be 5949 Sherry Lane, Suite 1616, Dallas, Texas 75225, or such other principal place of business as the Manager(s) may from time to time determine. The Company may have, in addition to such office, such other offices and places of business at such locations, both within and without the State of Texas, as the Manager(s) may from time to time determine or the business and affairs of the Company may require.


ARTICLE II


MEMBERS AND MEMBERSHIP INTERESTS


Section 2.1 Members and Membership Interests. The Members of the Company and their respective membership interests are as follows:


Brigham Exploration Company ("BEC") 0.55%


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General Atlantic Partners III, L.P. ("GAP") 0.45%


Brigham Oil & Gas, L.P. ("BOG") 99.0%


Section 2.2 Initial Contributions.


(a) The Members shall contribute in cash to the Company the following maximum amounts in accordance with the provisions of subsection (b) below:


BEC $ 1,512.50


GAP $ 1,237.50


BOG $272,250.00


Such amounts shall be the maximum contributions to the Company unless the Members otherwise agree to contribute additional amounts to the Company.


(b) Each Member shall pay its Capital Contributions to the Company at such times and in the manner specified by the Manager(s). In the event any Member fails or refuses to make when due its share of the Capital Contributions, the Manager(s) shall have the right to pursue any remedy existing at law or in equity for the collection of the unpaid amount of the Capital Contribution agreed to be made in this Section 2.2, including without limitation the prosecution of a suit against a defaulting Member.


Section 2.3 No Preemptive Rights. No Member shall have any preemptive, preferential or other right with respect to: (a) additional Capital Contributions; (b) the issuance or sale of membership interests, whether unissued or held in the treasury; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued membership interests held in the treasury; (d) the issuance of any right of, subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (e) the issuance or sale of any other securities that may be issued or sold by the Company.


Section 2.4 Return of Contributions. No interest shall accrue on any Capital Contributions and no Member shall have the right to withdraw or to be repaid any capital contributed by such Member except as otherwise specifically provided in these Regulations.


Section 2.5 Allocation of ProfIts and Losses.


(a) Except as provided in subsection (b) and (c) of this Section 2.5, all Profits and Losses of the Company shall be allocated and charged to the Members as follows:


BEC 0.55%


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GAP 0.45%


BOG 99.0%


(b) Notwithstanding the foregoing provisions of this Section 2.5 to the contrary:


(i) Any Member Nonrecourse Deductions for any fiscal year
of the Company shall be allocated to the Member bearing the economic
risk of loss for the Member Nonrecourse Debt to which such Member
Nonrecourse Deductions are attributable to the extent and in the
manner required under applicable Treasury Regulations.


(ii) If for any fiscal year of the Company there is a net
decrease in Minimum Gain attributable to Company Nonrecourse
Liabilities, each Member shall be allocated items of Company income
and gain for such year equal to such Member's share of such net
decrease to the extent and in the manner required under applicable
Treasury Regulations.


(iii) If for any fiscal year of the Company there is a net
decrease in Minimum Gain attributable to a Member Nonrecourse Debt,
each member shall be allocated items of Company income and gain for
such year equal to such Member's share of such net decrease to the
extent and in the manner required under applicable Treasury
Regulations.


(iv) If a Member unexpectedly receives any adjustments,
allocations or distributions described in Treasury Regulation sections
1.704-1(b)(2)(ii)(d)(4)-(6) that cause or increase a deficit balance
in such Member's Adjusted Capital Account, after taking into account
the foregoing provisions of this subsection (b), items of Company
income and gain shall be specially allocated to such Member in an
amount and manner sufficient to eliminate such deficit balance as
quickly as possible.


(c) In the case of any property contributed to the Company by any Member which at the time of contribution has an adjusted tax basis which differs from its fair market value, items of income, gain, loss and deduction for income tax purposes shall be allocated as required under Section 704(c) of the Internal Revenue Code to take account of such difference.


Section 2.6 Distributions. The Manager(s) may distribute funds of the Company to the Members at such times and in such amounts as the Manager(s), in their sole discretion, determine to be appropriate. Without limiting the generality of the foregoing, the Manager(s) shall have complete discretion to retain funds within the Company for future Company projects and expenditures or for any other reason whatsoever. Any such distribution shall be made in the same proportion as the Profits related to such distribution were allocated pursuant to Section 2.5.


Section 2.7 Limitations on Members. Other than as specifically provided for in these Regulations, no Member shall: (a) be permitted to take part in the business or control of the business or affairs of the Company; (b) have any voice in the management or operation of any


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Section 2.8 Liability of Member. No Member shall be liable to the Company or to any other Member for the debts, liabilities, contracts or other obligations of the Company, including, without limitation, any obligation of the Company to any other Member, except to the extent of any unpaid Capital Contributions it has agreed to make to the Company and its share of the assets (including undistributed revenues) of the Company; and in all events, a Member shall be liable and obligated to make payments of its Capital Contributions only as and when such payments are due in accordance with the terms of these Regulations, and no Member shall be required to make any loans to the Company. The Company shall indemnify and hold harmless a Member in the event a Member (a) becomes liable for any debt, liability, contract or other obligation of the Company except to the extent expressly provided in the preceding sentence and/or (b) is directly or indirectly required to make any payments with respect thereto.


Section 2.9 Withdrawal and Return of Capital Contribution. No Member shall be entitled to (a) withdraw from the Company except upon the assignment by it of all of its interest in the Company and the substitution of such Member's assignee as a Member of the Company in accordance with Article VIII hereof, or (b) the return of its Capital Contributions except to the extent, if any, that distributions made pursuant to the express terms of these Regulations may be considered as such by law or by unanimous agreement of the Members, or upon dissolution and liquidation of the Company, and then only to the extent expressly provided for in these Regulations and as permitted by law.


ARTICLE III


MEETINGS OF MEMBERS


Section 3.1 Meetings. Meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, the Articles of Organization or these Regulations, may be called by the Manager(s) or by the holders of at least two-thirds of the membership interests entitled to vote at the proposed meeting. Only business within the purpose or purposes described in the notice of meeting of Members may be conducted at the meeting.


Section 3.2 Place of Meetings. Meetings of Members shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Manager(s) or as shall be specified or fixed in the respective notices or waivers of notice thereof.


Section 3.3 Notice of Meetings. Written or printed notice stating the place, day and hour of each meeting of the Members and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, telegram or telefax or similar communication, by or at the direction of the person(s) calling the meeting, to each Member entitled to vote at the meeting.


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Section 3.4 Quorum of Members. The holders of at least two-thirds of the membership interests, present in person or represented by proxy, shall be requisite to and shall constitute a quorum at each meeting of Members for the transaction of business, except as otherwise provided by statute, the Articles of Organization or these Regulations. Unless otherwise provided in the Articles of Organization or these Regulations, the Members represented in person or by proxy at a meeting of Members at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the membership interests represented in person or by proxy at that meeting. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally convened.


Section 3.5 Voting by Members. At any meeting of the Members, every Member having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such Member. With respect to any matter, except the election of Manager(s), the affirmative vote of the holders of at least two-thirds of the membership interests shall be the act of the Members.


A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member, shall be treated as an execution in writing for purposes of this Section 3.6. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Each proxy shall be delivered to the Manager(s) prior to or at the time of the meeting.


Section 3.6 Action Without a Meeting. Any action required by the Act to be taken at any meeting of Members, or any action which may be taken at any meeting of Members, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by Members owning not less than the minimum percentage of membership interests that would be necessary to take such action at a meeting at which all Members were present and voted. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section 3.6. If an action is taken by the written consent of less than all of the Members, then prompt notice of the taking of such action shall be given to the Members who have not consented in writing to the taking of the action.


Section 3.7 Telephone Meetings. Subject to the provisions of applicable law and these Regulations regarding notice of meetings, Members may, unless otherwise restricted by the Articles of Organization or these Regulations, participate in and hold a meeting by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.


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ARTICLE IV


MANAGEMENT


Section 4.1 Management of the Company. Except to the extent otherwise provided for herein, the powers of the Company shall be exercised by and under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager(s) of the Company.


Section 4.2 Authority of Manager(s). The Manager(s) shall have the authority or power to act as agent for or on behalf of the Company, to act which would be binding on the Company, to incur any expenditures on behalf of or for the Company, and to execute, deliver and perform any agreements, acts, transactions and other matters on behalf of the Company.


Section 4.3 Number and Qualifications of Manager(s). There shall be one Manager of the Company. The Manager need not be a Member of the Company or a resident of the State of Texas. The number of Managers may be increased by the unanimous vote of the Members and the person(s) elected to fill any newly created position(s) shall be elected by a majority vote of the Members.


Section 4.4 Term of Service. A Manager shall serve until his successor has been appointed, or until his earlier death, resignation or removal. No decrease in the number of Manager(s) shall have the effect of shortening the term of any incumbent Manager(s).


Section 4.5 Place of Meetings. Any meeting of Manager(s), regular or special, may be held either within or without the State of Texas.


Section 4.6 Regular Meetings. Regular meetings of Manager(s), of which no notice shall be necessary, shall be held at such times and places as may be fixed from time to time by resolution adopted by the Manager(s). Except as otherwise provided by statute, the Articles of Organization or these Regulations, any and all business may be transacted at any regular meeting.


Section 4.7 Special Meetings. Special meetings of Manager(s) may be called by any Manager or the President of the Company by notice to each Manager, either personally or by mail telegram, telephone, telefax or similar communication. The business to be transacted at, and the purpose of, any special meeting of Manager(s) need not be specified in the notice or waiver of notice of such meeting.


Section 4.8 Quorum of and Action by Manager(s). If more than one Manager is serving on behalf of the Company, at all meetings of Manager(s) the presence of a majority of the number of Manager(s) fixed by or in the manner provided in these Regulations shall be necessary to constitute a quorum for the transaction of business, except as otherwise provided by statute, the Articles of Organization or these Regulations. The act of a majority of Manager(s) present at a meeting at which a quorum is present shall be the act of Manager(s)


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