Exhibit 99.5**EXCHANGE AGENT & DEPOSITARY AGREEMENT**     This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of thisday of 2007 by and between Brigham Exploration Company, a Delaware corporation (the“Company”), and Wells Fargo Bank, N.A., a national banking association having its principalcorporate trust offices in Minneapolis, Minnesota (hereinafter referred to from time to time as“Wells Fargo”).     WHEREAS, the Company is offering to exchange all of its outstanding unregistered 9 5/8% SeniorNotes due 2014 (the “Notes”) for its registered 9 5/8% Senior Notes due 2014 (the “Exchange Notes”)upon the terms and subject to the conditions set forth in the Prospectus dated      , 2007(the “Prospectus”), and the related Letter of Transmittal, which together, as they may besupplemented or amended from time to time, constitute the “Offer.” All capitalized terms notdefined herein shall have the meaning ascribed to such term in the Offer.     WHEREAS, the Company hereby appoints Wells Fargo to act as the exchange agent and depositary(together, the “Exchange Agent”) in connection with the Offer. References hereinafter to “you”shall refer to Wells Fargo.     The Offer is expected to be commenced by the Company on or about      , 2007. The Letterof Transmittal that accompanies the Offer (or in the case of book-entry securities, the AutomatedTender Offer Program (“ATOP”) of DTC (as defined below)) is to be used by the holders of the Notesto accept the Offer. The Letter of Transmittal contains instructions with respect to the deliveryof certificates for Notes tendered in connection therewith.     The Offer shall expire at 5:00 p.m., New York City time, on      , 2007, or on suchsubsequent date or time to which the Company may extend the Offer (the “Expiration Date”). Subjectto the terms and conditions of the Offer, the Company expressly reserves the right to extend theOffer from time to time and may extend the Offer by giving oral (promptly confirmed in writing) orwritten notice to you before 9:00 a.m., New York City time, on the business day following thescheduled Expiration Date.     The Company expressly reserves the right, in its sole discretion, to (1) delay accepting anyvalidly tendered Notes or (2) terminate or amend the Offer, in each case, by giving oral or writtennotice (any such oral notice to be promptly confirmed in writing) of such delay, termination oramendment to the Exchange Agent. Any such delay in acceptance, termination or amendment will befollowed as promptly as practicable by a public announcement thereof by the Company.     In carrying out your duties as Exchange Agent, you are to act in accordance with the followinginstructions:     1. You will perform such duties and only such duties as are specifically set forth in thesection of the Prospectus captioned “The Exchange Offer” or as specifically set forth herein;provided, however, that in no way will your general duty to act in good faith be discharged bythe foregoing.     2. You will establish a book-entry account in respect of the Notes at The Depository TrustCompany (“DTC”), in connection with the Offer. Any financial institution that is a participant inthe DTC system may make book-entry delivery of the Notes by causing DTC to transfer such Notesinto the account maintained by you, pursuant to this section, in accordance with DTC’s proceduresfor such transfer, and you may affect a withdrawal of Notes through such account by book-entry movement. The account shall bemaintained until all Notes tendered pursuant to the Offer shall have been either accepted orreturned.     3. You are to examine each of the Letters of Transmittal and certificates for Notes (orconfirmation of book-entry transfer into your account at DTC) and any other documents deliveredor mailed to you by or for holders of the Notes to ascertain whether: (a) the Letters ofTransmittal and any such other documents are duly executed and properly completed in accordancewith instructions set forth therein; and (b) the Notes have otherwise been properly tendered. Ineach case where the Letter of Transmittal or any other document has been improperly completed orexecuted or any of the certificates for Notes are not in proper form for transfer or some otherirregularity in connection with the acceptance of the Offer exists, you will endeavor to informthe presenters of the need for fulfillment of all requirements and to take any other action asmay be reasonably necessary or advisable to cause such irregularity to be corrected.     4. With the approval of the Chief Executive Officer, the President and Chief OperatingOfficer, the Vice President and Chief Financial Officer, the General Counsel or any VicePresident of the Company (such approval, if given orally, to be promptly confirmed in writing),or any other party designated in writing by such officer of the Company, you are authorized towaive any irregularities in connection with any tender pursuant to the Offer.
 

 
     Tenders of Notes may be made only as set forth in the section of the Prospectus captioned“The Exchange Offer — Procedures for Tendering” and Notes shall be considered properly tenderedor delivered to you only when tendered in accordance with the procedures set forth therein.     5. Notwithstanding the provisions of Section 4 of this Agreement, Notes that the ChiefExecutive Officer, the President and Chief Operating Officer, the Vice President and ChiefFinancial Officer, the General Counsel or any Vice President of the Company shall approve ashaving been properly tendered shall be considered to be properly tendered (such approval, ifgiven orally, shall be promptly confirmed in writing).     6. You shall advise the Company with respect to any Notes received subsequent to theExpiration Date and accept its instructions with respect to disposition of such Notes.     7. You shall accept tenders:       (a) in cases where the Notes are registered in two or more names only if signed by allnamed holders;       (b) in cases where the signing person (as indicated on the Letter of Transmittal) isacting in a fiduciary or a representative capacity only when proper evidence of his or herauthority so to act is submitted; and       (c) from persons other than the registered holder of Notes, provided that customarytransfer requirements, including payment of any applicable transfer taxes, are fulfilled.     You shall accept partial tenders of Notes (only to the extent that the partial tender isequal to $1,000 in aggregate principal amount or an integral multiple thereof) and delivercertificates for Notes to the registrar for split-up and return any untendered Notes to theholder (or such other person as may be designated in the Letter of Transmittal) as promptly aspracticable after expiration or termination of the Offer.     8. Upon satisfaction or waiver of all of the conditions to the Offer, the Company willnotify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance,promptly after the Expiration Date, of all Notes properly tendered indicating the aggregateprincipal amount of Notes accepted. You, on behalf of the Company, will exchange, in accordancewith the terms hereof, accepted Notes for Exchange Notes and cause such Notes to be cancelled.Delivery of the Exchange Notes will be made on behalf of the Company by you at the rate of $1,000principal amount of Exchange Notes for each $1,000 principal amount of the corresponding seriesof Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed inwriting) of acceptance of such Notes by the Company; provided, however, that in all cases, Notestendered pursuant to the Offer will be exchanged only after timely receipt by you of certificatesfor such Notes (or confirmation of book-entry transfer into your account at DTC), a properlycompleted and duly executed Letter of Transmittal (or manually signed facsimile thereof) with anyrequired signature guarantees and any other required documents, or an agent’s message in lieuthereof. You shall issue Exchange Notes only in denominations of $1,000 or any integral multiplethereof.     9. Notes tendered pursuant to the Offer are irrevocable, except that, subject to the termsand upon the conditions set forth in the Prospectus and the Letter of Transmittal, Notes tenderedpursuant to the Offer may be withdrawn at anytime prior to the Expiration Date.     10. The Company shall not be required to exchange any Notes tendered if any of theconditions set forth in the Offer are not met. Notice of any decision by the Company not toexchange any Notes tendered shall be given (such notice, if given orally, to be promptlyconfirmed in writing) by the Company to you.     11. If, pursuant to the Offer, the Company does not accept for exchange all or part of theNotes tendered, you shall as soon as practicable after the expiration or termination of the Offerreturn those certificates for unaccepted Notes (or effect appropriate book-entry transfer),together with any related required documents and the Letters of Transmittal relating thereto thatare in your possession, to the persons who deposited them.     12. All certificates for Exchange Notes and unaccepted Notes shall be forwarded byfirst-class mail or (in the cases of Notes tendered by book-entry transfer) by book-entrytransfer to the DTC account specified by the holder of the Notes in the Letter of Transmittal (oragent’s message in lieu thereof).     13. You are not authorized to pay or offer to pay any concessions, commissions orsolicitation fees to any broker, dealer, bank or other persons or to engage or utilize any personto solicit tenders.
 

 
     14. As Exchange Agent hereunder you:       (a) shall not be liable for any action or omission to act unless the same constitutesyour own gross negligence, willful misconduct or bad faith, and in no event shall you beliable to a securityholder, the Company or any third party for special, indirect orconsequential damages, or lost profits, arising in connection with this Agreement;       (b) shall have no duties or obligations other than those specifically set forth herein oras may be subsequently agreed to in writing between you and the Company;       (c) will be regarded as making no representations and having no responsibilities as tothe validity, sufficiency, value or genuineness of any of the certificates or the Notesrepresented thereby deposited with you pursuant to the Offer, and will not be required to andwill make no representation as to the validity, value or genuineness of the Offer;       (d) shall not be obligated to take any legal action hereunder which might in yourjudgment involve any expense or liability, unless you shall have been furnished with indemnitysatisfactory to you;       (e) may conclusively rely on and shall be protected in acting in reliance upon anycertificate, instrument, opinion, notice, letter, telegram or other document or securitydelivered to you and reasonably believed by you to be genuine and to have been signed orpresented by the proper person or persons;       (f) may act upon any tender, statement, request, document, certificate, agreement orother instrument whatsoever not only as to its due execution and validity and effectiveness ofits provisions, but also as to the truth and accuracy of any information contained therein,which you shall in good faith reasonably believe to be genuine or to have been signed orpresented by the proper person or persons;       (g) may conclusively rely on and shall be protected in acting upon written or oralinstructions from any authorized officer of the Company;       (h) may consult with counsel of your selection with respect to any questions relating toyour duties and responsibilities and the written opinion of such counsel shall be full andcomplete authorization and protection in respect of any action taken, suffered or omitted tobe taken by you hereunder in good faith and in accordance with the advice or opinion of suchcounsel; and       (i) shall not advise any person tendering Notes pursuant to the Offer as to the wisdom ofmaking such tender or as to the market value or decline or appreciation in market value of anysecurity, including the Notes.     15. You shall take such action as may from time to time be requested by the Company (andsuch other action as you may deem appropriate) to furnish copies of the Prospectus, Letter ofTransmittal and the Notice of Guaranteed Delivery (as described in the Prospectus), or such otherforms as may be approved from time to time by the Company, to all persons requesting suchdocuments and to accept and comply with telephone requests for information relating to the Offer,provided that such information shall relate only to the procedures for accepting (or withdrawingfrom) the Offer. All other requests for information relating to the Offer shall be directed tothe Company, Attention: Secretary.     16. You are authorized to cooperate with and to furnish information to any organization (andits representatives) designated from time to time by the Company in the manner directed orauthorized by the Company in connection with the Offer and any tenders thereunder.     17. You shall advise by facsimile transmission Warren Ludlow, the General Counsel of theCompany (at the facsimile number (512) 427-3400), and such other person or persons as Company mayrequest, daily (and more frequently during the week immediately preceding the Expiration Date, ifrequested) up to and including the Expiration Date, as to the aggregate principal amount of Noteswhich have been tendered pursuant to the Offer and the items received by you pursuant to thisAgreement, separately reporting and giving cumulative totals as items properly received and itemsimproperly received. In addition, you also will inform, and cooperate in making available to, theCompany or any such other person or persons upon oral request made from time to time prior to theExpiration Date of such other information as they may reasonably request. Such cooperation shallinclude, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on
 

 
your staff who areresponsible for receiving tenders, in order to ensure that immediately prior to the ExpirationDate and each other Expiration Date, if any, the Company shall have received information insufficient detail to enable it to decide whether to extend the Offer. You shall then prepare afinal list of all persons whose tenders were accepted, the aggregate principal amount of Notestendered and the amount accepted and deliver such list to the Company.     18. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as tothe date, and, after the expiration of the Offer, the time, of receipt thereof and shall bepreserved by you for a period of time at least equal to the period of time you preserve otherrecords pertaining to the transfer of securities. You shall dispose of unused Letters ofTransmittal and other surplus materials by returning them to the Company.     19. For services rendered as Exchange Agent hereunder, you shall be entitled to suchcompensation as set forth on Schedule I attached hereto. The provisions of this section shallsurvive the termination of this Agreement.     20. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Anyinconsistency between this Agreement, on the one hand, and the Prospectus and the Letter ofTransmittal (as they may be amended from time to time), on the other hand, shall be resolved infavor of the latter two documents, except with respect to your duties, liabilities andindemnification as Exchange Agent.     21. The Company covenants and agrees to fully indemnify and hold you harmless against anyand all loss, liability, cost or expense, including reasonable attorneys’ fees and reasonableexpenses, incurred without gross negligence, willful misconduct or bad faith on your part,arising out of or in connection with any act, omission, delay or refusal made by you in relianceupon any signature, endorsement, assignment, certificate, order, request, notice, instruction orother instrument or document reasonably believed by you to be valid, genuine and sufficient andin accepting any tender or effecting any transfer of Notes reasonably believed by you in goodfaith to be authorized, and in delaying or refusing in good faith to accept any tenders or effectany transfer of Notes. In each case, the Company shall be notified by you, by letter or facsimiletransmission, of the written assertion of a claim against you or of any other action commencedagainst you, promptly after you shall have received any such written assertion or shall have beenserved with a summons in connection therewith. The Company shall be entitled to participate atits own expense in the defense of any such claim or other action and, if the Company so elects,the Company shall assume the defense of any suit brought to enforce any such claim. In the eventthat the Company shall assume the defense of any such suit, the Company shall not be liable forthe fees and expenses of any additional counsel thereafter retained by you, so long as theCompany shall retain counsel reasonably satisfactory to you to defend such suit, and so long asyou have not determined, in your reasonable judgment, that a conflict of interest exists betweenyou and the Company. The provisions of this section shall survive the termination of thisAgreement.     22. You shall arrange to comply with all applicable withholding and tax reportingrequirements under the tax laws of the United States, including those relating to missing TaxIdentification Numbers, and shall file any appropriate reports with the Internal Revenue Service(e.g., 1099, 1099B, etc.) as directed in writing by the Company.     23. You shall deliver or cause to be delivered in a timely manner to each governmentalauthority to which any transfer taxes are payable in respect of the transfer of Notes to theCompany, the Company’s payment in the amount of all transfer taxes so payable; provided, however,that you shall reimburse the Company for amounts refunded to you in respect of your payment ofany such transfer taxes, at such time as such refund is received by you.     24. This Agreement and your appointment as Exchange Agent hereunder shall be construed andenforced in accordance with the laws of the State of            applicable to agreements made andto be performed entirely within such state, and without regard to conflicts of laws principles,and shall inure to the benefit of, and the obligations created hereby shall be binding upon, thesuccessors and assigns of each of the parties hereto.     25. This Agreement may be executed in two or more counterparts, each of which shall bedeemed to be an original and all of which together shall constitute one and the same agreement.     26. In case any provision of this Agreement shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby.
 

 
     27. This Agreement shall not be deemed or construed to be modified, amended, rescinded,cancelled or waived, in whole or in part, except by a written instrument signed by a dulyauthorized representative of the party to be charged. This Agreement may not be modified orally.     28. Unless otherwise provided herein, all notices, requests and other communications to anyparty hereunder shall be in writing (including facsimile or similar writing) and shall be givento such party, addressed to it, at its address or telecopy number set forth below:If to the Company:Brigham Exploration Company