EXHIBIT 10.53

                        AMENDMENT AND PARTIAL TERMINATION
                         OF AGREEMENT AND ASSIGNMENT OF
                  INTEREST IN GEOPHYSICAL EXPLORATION AGREEMENT
                              ESPERSON DOME PROJECT
                       LIBERTY AND HARRIS COUNTIES, TEXAS
                       ----------------------------------

     This  Amendment  and  Partial  Termination  of  Agreement and Assignment of
Interest  in  Geophysical  Exploration Agreement, Esperson Dome Project, Liberty
and Harris Counties, Texas (the "Amendment and Partial Termination") is made and
entered  into  effective  as  of  the 12th day of February, 2003, by and between
BRIGHAM OIL & GAS, L.P. ("BOG") and VAQUERO GAS COMPANY INCORPORATED ("Vaquero")
(BOG  and Vaquero are sometimes individually referred to herein as a "Party" and
collectively  referred  to  herein  as  the  "Parties").

                              W I T N E S S E T H:

     WHEREAS,  BOG, Ameritex Minerals and Exploration, Ltd., Bright and Company,
DDD  Energy,  Inc.,  RIMCO Production Company, Inc., RIMCO Exploration Partners,
L.P.I,  RIMCO  Exploration  Partners,  L.P.II and Wilcox Oil & Gas, Inc. entered
into  that  certain  Geophysical  Exploration  Agreement, Esperson Dome Project,
Liberty  and  Harris  Counties, Texas, dated November 1, 1994, (the "Exploration
Agreement"),  regarding  the  exploration  and  development of an area of mutual
interest  (as  more  particularly  described  in  the  Exploration Agreement and
referred  to  herein  as  the "AMI") in Liberty and Harris Counties, Texas (such
lands as from time to time may be included within the AMI are referred to herein
as  the  "Subject  Lands");  and

     WHEREAS, BOG and Vaquero entered into that certain Agreement and Assignment
of Interest in Geophysical Exploration Agreement, Esperson Dome Project, Liberty
and  Harris Counties, Texas, dated effective November 1, 1994 (the "Agreement");
and

     WHEREAS,  under the terms of the Agreement, BOG assigned to Vaquero, all of
BOG's interest in the Subject Lands and Exploration Agreement, and reserved unto
itself  a net profits overriding royalty interest (the "NPORRI"), convertible to
an undivided forty percent (40%) of Vaquero's interest in the Subject Lands upon
"Payout  #1,"  as  defined  in  the  Agreement,  and an additional undivided ten
percent  (10%)  of  Vaquero's interest in the Subject Lands upon "Payout #2," as
defined  in  the  Agreement;  and

     WHEREAS, the AMI created pursuant to the terms of the Exploration Agreement
has been revised, amended and extended until September 1, 2004 by the parties to
the  Exploration  Agreement  by: (1) notice letter from BOG dated March 11, 1996
revising  the  geographical  limits  of  the  AMI; (2) Amendment effective as of
August  25,  1998 extending the term of the AMI until September 1, 2001; and (3)
Amendment  effective as of September 1, 2000 extending the term of the AMI until
September  1,  2004;  and

     WHEREAS,  by  Assignment  of  Interest dated effective May 1, 2001, Vaquero
assigned  to  BOG, an undivided forty percent (40%) of Vaquero's interest in the
Subject  Lands,  and  producing  wells  situated thereon drilled pursuant to the
terms  of  the  Exploration  Agreement  (the "Assignment") pursuant to Vaquero's
belief that Payout #1, as defined in the Agreement, had occurred during April of
2001;  and


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     WHEREAS,  BOG  disputed  the occurrence of Payout #1 in April of 2001, upon
the  belief  that  Payout  #1 occurred in November of 2000, and thus should have
been  effective  December  1,  2000  pursuant to the terms of the Agreement; and

     WHEREAS,  the dispute has resulted in litigation between the Parties styled
Cause  No.  2002-07142;  Vaquero  Gas Company Incorporated v. Brigham Oil & Gas,
L.P.,  in  the 190th District Court of Harris County, Texas (the "Lawsuit"); and

     WHEREAS,  the  Parties  have  agreed  to settle the Lawsuit pursuant to the
terms  of  that  certain  Settlement  Agreement,  Release  and  Compromise  of
Litigation,  Claims  and  Causes  of  Action  (the "Settlement Agreement") being
executed  contemporaneously  with  this Amendment and Partial Termination by the
Parties;  and

     WHEREAS,  as  part  of the settlement, the Parties have agreed to amend and
partially  terminate  the  Agreement  upon  the  following terms and conditions.

     NOW,  THEREFORE, for and in consideration of the mutual covenants contained
herein  and  in  the  Settlement  Agreement,  and  for  other  good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties  agree  to  the  following:

     1.   Payout  #1,  as  defined  in the Agreement, was effective May 1, 2001.

     2.   Sections 1.2 and 1.4 of the Agreement are amended to add the following
          sentence at the end of both sections: "Vaquero's indemnity obligations
          to  BOG  set  forth  in  this  section  shall  be  binding upon and be
          obligations  of  Vaquero's  successors  and  assigns."

     3.   Except  for  the  obligation  of Vaquero to make assignments to BOG in
          connection  with  Payout  #1 pursuant to Section 2.2 of the Agreement,
          the  Agreement is hereby terminated and is thus no longer in force and
          effect.  This  partial  termination,  among  other  thing,  obviates
          Vaquero's obligation to account for and make any additional assignment
          to  BOG  upon  Payout  #2  pursuant  to  Sections  2.3  and 2.5 of the
          Agreement.

     4.   The  foregoing  partial  termination of the Agreement, however, is not
          intended as, and shall not operate as, a termination or impairment of:

          (a)  the  rights  acquired  by  Vaquero  as  a result of BOG's initial
               assignment  of  its interest in the Subject Lands and Exploration
               Agreement  to  Vaquero  pursuant to Section 1.1 of the Agreement;

          (b)  the  rights  acquired  by  BOG as a result of the Assignment from
               Vaquero  pursuant  to  Section  2.1  of  the  Agreement;

          (c)  the respective rights of the Parties pursuant to the terms of the
               Exploration  Agreement;

          (d)  the  respective  rights  of  the  Parties  pursuant  to  the AMI;

          (e)  the  individual  Prospect  Area AMI's established for each of the
               Prospect  Areas  for the wells identified on the attached Exhibit
               1,  pursuant  to  Section  5.4  of the Exploration Agreement; and


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          (f)  Vaquero's  indemnity  obligations to Brigham pursuant to Sections
               1.2  and  1.4  of  the  Agreement.

     5.   The  Parties  shall  execute  a  Memorandum  of  Amendment and Partial
          Termination  of  Agreement  and Assignment to reflect the terms hereof
          (the "Memorandum"). Counsel for Vaquero shall record the Memorandum in
          the  appropriate real property records of Liberty and Harris Counties,
          Texas.

     ACCEPTED  AND AGREED to by each of the Parties hereto on the date set forth
below  under  the  signature  of  each,  but  effective  February  12,  2003.

                                              VAQUERO  GAS  COMPANY
                                              INCORPORATED



                                              By:  /s/  A. Lee Jordan
                                                 -------------------------------
                                                    A. Lee Jorden, President

                                              Date  Signed:   March 14, 2003
                                                           ---------------------

THE STATE OF TEXAS         /
                           /
COUNTY OF HARRIS           /

     This instrument was acknowledged before me on this 14th day of March, 2003,
by  A.  Lee  Jorden,  President  of  Vaquero  Gas  Company Incorporated, a Texas
corporation,  on  behalf  of  said  corporation.


                                           /s/  Jackie  J.  Hebert
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas



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                                     BRIGHAM  OIL  &  GAS,  L.P.  BY
                                     BRIGHAM  EXPLORATION  COMPANY,
                                     ITS  MANAGING  GENERAL  PARTNER


                                     By:     /s/  David T. Brigham
                                        ---------------------------------------
                                     Printed  Name:    David T. Brigham
                                                   ----------------------------
                                     Title:   Executive Vice President
                                           ------------------------------------
                                     Date  Signed:     March 13, 2003
                                                  -----------------------------


THE STATE OF TEXAS      /
                        /
COUNTY OF TRAVIS        /

     This  instrument  was acknowledged before me on this 13 day of March, 2003,
by  David  T.  Brigham, Executive Vice President of Brigham Exploration Company,
Managing  General  Partner  of  Brigham  Oil  &  Gas,  L.P.,  a Delaware limited
partnership,  on  behalf  of  said  limited  partnership.


                                             /s/  Beth  A.  Smith
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas


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