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 by Brigham
unless  Brigham  commits  to  drill  a well  and  pay a  disproportionate  share
(disproportionate  to  Brigham's  final  revenue  interest  in the  well) of the
drilling and/or  completion costs for such well, shall not constitute  Leasehold
Interests or Royalty  Interests  for purposes of this  Agreement.  Such excluded
interests shall not be acquired with the funds provided by Aspect hereunder.

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     For  purposes  of this  Article I, the Initial  Deposit and any  Subsequent
Deposit  funds are to be utilized to pay (i) for any  brokerage  costs  actually
associated with the Acquired  Interests incurred on or after February 1, 1999 to
run title and acquire the Leasehold  Interest and/or Royalty Interest,  (ii) all
lease bonus payments,  royalty or mineral interest  acquisition  payments to the
mineral or royalty  interest owner,  (iii) any delay rentals that are paid prior
to the  expiration  of the  Brigham  Election  Period (as defined in Article III
below) for the subject  Leasehold  Interest and/or Royalty Interest and (iv) any
other costs or  consideration  that are directly related to the acquisition of a
Leasehold  Interest  or Royalty  Interest  pursuant to the terms  hereof.  It is
further  stated that none of the funds provided by Aspect shall be used to cover
any of Brigham's overhead expenses.

     For  purposes of this Article I, a Leasehold  Interest or Royalty  Interest
shall be deemed to have been acquired at such time as the mineral,  leasehold or
royalty owner has executed an instrument  in a form  acceptable to Brigham,  has
delivered such instrument to Brigham or to a third party for delivery to Brigham
and  such  mineral,  leasehold  or  royalty  owner  has  been  paid  all  of the
consideration which is due for such acquisition.

     Within 60 days of the  earlier  to occur of the end of the AMI Term or Full
Termination,  Brigham shall reimburse Aspect for any part of the Initial Deposit
or any Subsequent  Deposits which were not utilized to obtain Acquired Interests
hereunder.

                                       II.
                        BRIGHAM PARTIAL PAYBACK ELECTION

     At any time  prior to the  expiration  of 6 months  following  the end of a
calendar  quarter that occurred during the AMI Term (the earlier to occur of the
expiration  of such 6 month  period or such time as Brigham  makes the  election
under  this  Article  II  being  herein  referred  to as the  "Brigham  Election
Period"),  Brigham shall have the election to reimburse Aspect for 75% of all of
the costs which have were funded by Aspect and utilized to acquire the Leasehold
Interests  that were  acquired  by Brigham  within  such  calendar  quarter.  To
exercise  such  election  Brigham  shall  tender  the  reimbursement  in readily
available funds to Aspect prior to the expiration of such six month period.  The
Parties  recognize  and  acknowledge  that Brigham does not have the election to
reimburse  Aspect  for any of the costs  which  have been  utilized  to  acquire
Royalty Interests during the AMI Term.

                                      III.
                  ASSIGNMENT OF INTEREST IN ACQUIRED INTERESTS

     Upon obtaining an Acquired Interest Brigham shall promptly assign Aspect an
interest in such Acquired  Interest  utilizing  the form of Assignment  which is
attached  hereto as  Exhibit  B. In the event that the  Acquired  Interest  is a
Leasehold Interest,  Brigham shall assign an undivided twenty-five percent (25%)
interest in such  Acquired  Interest to Aspect.  In the event that the  Acquired
Interest is a Royalty Interest,  Brigham shall assign an undivided fifty percent
(50%) interest in such Acquired  Interest to Aspect.  Immediately  following the
expiration of the Brigham Election Period for Acquired Interests obtained during
a calendar  quarter  hereunder,  in the event that  Brigham  has not  elected to
reimburse Aspect for 75% of the costs which were funded by Aspect to acquire the
Leasehold  Interests that make up the Acquired  Interests  obtained  during such
calendar quarter as provided in Article II above, Brigham shall assign to Aspect
an additional 25% interest in the Leasehold  Interests that were acquired during
such calendar quarter  utilizing the form of Assignment which is attached hereto
as Exhibit B. Any assignment  shall be conveyed  subject only to revenue burdens
as  acquired.  Brigham  will not  retain any burden  against  production  on the
interests in the Acquired Interests that are assigned to Aspect.

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                                       IV.
                              PROSPECT DESIGNATION

     The Parties  agree that the  separate  areas  described  in Exhibit C shall
constitute  separate  prospect  areas  (herein  defined as "Prospect  Area") for
potential future exploration and/or development. In addition, prior to obtaining
an Acquired  Interest that covers lands that are not already  included within an
existing Prospect Area,  Brigham shall designate in writing to Aspect a Prospect
Area which  includes  within its  boundaries at a minimum all of the lands which
are the subject of the Acquired  Interest.  In addition,  the boundaries of each
such designated  Prospect Area shall cover at least the  geographical  extent of
what Brigham  reasonably  believes could  potentially be a continuous oil and/or
gas  reservoir  that may be proved up as  potentially  productive  with a single
exploratory well.

                                       V.
                            JOINT OPERATING AGREEMENT

     Upon the  designation  of a Prospect  Area as provided in Article IV above,
the Parties' interests in Leasehold  Interests that are located within each such
Prospect  Area  shall be deemed to be  governed  by a separate  Joint  Operating
Agreement in the form attached hereto as Exhibit D. Prior to the commencement of
drilling  operations by either Party hereto within a Prospect  Area,  each Party
agrees to execute a Joint  Operating  Agreement in the form  attached  hereto as
Exhibit D which shall be completed to describe the Contract  Area for such Joint
Operating  Agreement as the Prospect Area. Anything to the contrary contained in
the Joint Operating  Agreement  notwithstanding,  prior to the expiration of one
hundred eighty days  following  Brigham's  designation  of the subject  Prospect
Area,  without  Brigham's  mutual  consent,  Aspect  shall not have the right to
propose the  drilling of a well  within such  Prospect  Area unless such well is
necessary to maintain a Leasehold Interest.

                                       VI.
                         CONFIDENTIALITY AND NON-COMPETE

     Without obtaining  Brigham's prior written consent to same, for a period of
5 years  following  the  effective  date of this  Agreement  and  subject to any
additional  restrictions  that are  imposed by the seismic  contractor  or other
party  licensing  the seismic  data to Brigham,  Aspect  shall not  disclose any
information related to the seismic data or seismic data interpretations covering
any part of the Subject Lands that Brigham may provide or disclose to Aspect. In
addition,  during the AMI Term, Aspect shall not compete with Brigham within the
Subject Lands by acquiring any interest in oil, gas and or other minerals of any
kind (whether leasehold,  mineral fee, royalty, overriding royalty or otherwise)
within the Subject  Lands,  through any related  entities,  agents or otherwise,
other than the  ownership  acquired  hereunder.  Furthermore,  for a period of 5
years following the effective date of this  Agreement,  Aspect shall not compete
with Brigham within any of the Prospect  Areas within which  Acquired  Interests
have been  obtained,  by acquiring  any  additional  interest in oil, gas and or
other minerals of any kind (whether leasehold,  mineral fee, royalty, overriding
royalty or otherwise)  within the Subject Lands,  through any related  entities,
agents or otherwise,  other than the ownership acquired hereunder and the rights
related  thereto  pursuant to the governing Joint  Operating  Agreement.  In the
event that there are any conflicts or inconsistencies  between the terms of this
Agreement and the Joint Operating  Agreement that governs the Parties' interests
in any Prospect Area, the terms and provisions of this Agreement shall control.

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                                      VII.
             DISCLAIMERS RELATED TO SEISMIC DATA AND INTERPRETATIONS

     ASPECT  UNDERSTANDS  AND AGREES THAT BRIGHAM  MAKES NO  REPRESENTATIONS  OR
WARRANTIES OF ANY KIND AS TO THE SEISMIC DATA OR INTERPRETATIONS  THAT HAVE BEEN
OR MAY IN THE  FUTURE  BE  PROVIDED  TO  ASPECT BY  BRIGHAM,  INCLUDING  WITHOUT
LIMITATION, THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ACCURACY,
AND BRIGHAM HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES, AND
ANY USE OF SUCH SEISMIC DATA OR  INTERPRETATIONS  BY ASPECT, OR ANY ACTION TAKEN
BY ASPECT SHALL BE BASED SOLELY ON THEIR OWN JUDGMENT,  AND NEITHER BRIGHAM , OR
ITS  SUCCESSORS  OR  ASSIGNS,  SHALL BE LIABLE OR  RESPONSIBLE  TO ASPECT OR ITS
SUCCESSOR  OR  ASSIGNS  FOR ANY LOSS,  COST,  DAMAGES,  OR  EXPENSE  WHATSOEVER,
INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCURRED OR SUSTAINED AS A RESULT
OF THE USE OF OR RELIANCE UPON SUCH SEISMIC DATA OR INTERPRETATIONS,  REGARDLESS
OF WHETHER OR NOT SUCH LOSS, COST, DAMAGE OR EXPENSE IS FOUND TO RESULT IN WHOLE
OR IN PART FROM THE SOLE OR CONCURRENT NEGLIGENCE OR OTHER FAULT OF BRIGHAM.

                                      VIII.
                                ASPECT FIRST LOOK

     In the event that at any time  during the AMI Term and prior to an election
as to Full Termination by Aspect, Brigham desires to sell or assign leasehold or
working interests within the Subject Lands in return for consideration that does
not include the trade or  exchange of  interests  owned by the third party which
are located within the Subject Lands, then in such event,  Brigham shall provide
Aspect the first  opportunity  to review the  interests  that are proposed to be
sold or  assigned  and  Brigham  shall make a good faith  effort to  negotiate a
mutually  agreeable  arrangement for the sell or assignment of such interests to
Aspect  ("First  Look").  However,  in the event that  Brigham and Aspect do not
reach agreement with respect to the sell or assignment of such interests  within
a  reasonable  amount of time,  which  amount of time  shall in no event  exceed
fifteen days,  Brigham  shall have the right to market,  sell and/or assign such
interests to other parties upon any terms Brigham deems  acceptable,  regardless
of whether or not such terms were  offered to Aspect.  Anything to the  contrary
contained  above  notwithstanding,  in the event that Aspect has elected Partial
Termination,  the First Look described  above shall only apply to interests that
are  located  within  Active  Prospect  Areas  that are  proposed  to be sold or
assigned by Brigham.  In  addition,  anything to the contrary  contained  herein
notwithstanding,  Aspect  shall  not  have a  First  Look  with  respect  to any
interests  which are to be sold or assigned by Brigham  pursuant to an agreement
with a third party which also provides for such  third-party's  participation or
ownership  in  leasehold,  projects,  prospects  and/or  wells which are located
outside of the Subject Lands.

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                                       IX.
                                  MISCELLANEOUS

     Subject  to the  terms of any  restrictions  that may be  contained  in any
Acquired  Interest and the limitations  contained  below in this paragraph,  any
Party may assign,  convey or otherwise  transfer all or any part of its interest
under the terms of this  Agreement.  This  Agreement  shall be binding  upon and
inure to the benefit of the Parties hereto and their  respective  successors and
their  respective  assigns  of rights  hereunder;  provided,  however,  that the
conveyance,  assignment or other  instrument of transfer vesting such transferee
with  all or part of such  rights,  interests  and  unaccrued  obligations  must
expressly  provide that the  assignment,  conveyance  or other  transfer is made
subject  to the terms and  conditions  contained  in this  Agreement  and in the
absence of such  language  in the  instrument  of  transfer  any such  attempted
conveyance, assignment or other transfer shall be void and of no legal force and
effect. In addition,  in any such assignment,  conveyance or other instrument of
transfer,  the transferee shall expressly agree to assume and be responsible for
any liabilities, damages, obligations, covenants and agreements arising from and
after the date of such assignment,  conveyance or other transfer, in relation to
or otherwise out of the properties, rights and interests that are the subject of
this  Agreement  and/or  such  assignment,   conveyance  or  transfer,  and  the
transferor  shall remain  responsible for any of the foregoing  arising prior to
the date of such assignment, conveyance or other transfer, and in the absence of
such language in the instrument of transfer,  any such attempted  transfer shall
be void and of no force and effect.  Any  subsequent  assignment,  conveyance or
transfer shall likewise contain express language so allocating responsibility as
between  transferor and  transferee,  and in the absence of such language in the
instrument  of transfer,  any such  attempted  transfer  shall be void and of no
force and effect.

     All  notices and other  communications  required  or  permitted  under this
Agreement shall be in writing, and unless otherwise specifically provided, shall
be delivered  personally,  or by mail,  telecopier or delivery  service,  to the
addresses set forth opposite the  signatures of the Parties below,  and shall be
considered delivered upon the date of receipt. Each Party may specify its proper
address or any other post office  address within the  continental  limits of the
United States by giving notice to other Parties,  in the manner provided in this
Section,  at least ten (10) days prior to the  effective  date of such change of
address.

     This  Agreement  supersedes  any and all  prior  and  existing  agreements,
whether  oral or in  writing,  between the  Parties  hereto with  respect to the
subject matter hereof and contains all of the covenants and  agreements  between
the Parties with respect to the subject matter hereof.  Each Party  acknowledges
that no  Party  to this  Agreement  or  anyone  on  their  behalf  has  made any
representations,  inducements,  promises  or  agreements,  orally or  otherwise,
relating to the subject matter of this Agreement that are not embodied herein.

     This  Agreement  may be executed in  multiple  counterparts,  each of which
shall be binding  upon the signing  Party or Parties  thereto as fully as if all
Parties  had  executed  one  instrument,  and  all of  such  counterparts  shall
constitute one and the same  instrument.  If  counterparts of this Agreement are
executed,  the signatures of the Parties,  as affixed hereto, may be combined in
and treated and given effect for all purposes as a single  instrument.  However,
anything to the contrary contained herein notwithstanding,  this Agreement shall
not be binding upon any Party hereto  unless and until all of the Parties sign a
counterpart thereof.

     IN WITNESS  WHEREOF this  Agreement is executed by the Parties on the dates
set forth opposite their  respective  signatures  below but is effective for all
purposes as of the date first set forth above.

Address:                                    BRIGHAM OIL & GAS, L.P.,
         6300 Bridge Point Pkwy             by Brigham, Inc.
         Bldg. 2, Suite 500                 its Managing General Partner
         Austin, Texas  78730
         Phone (512) 427-3300
         Fax  (512) 427-3400
Dated:______________________                By:   /s/ Ben M. Brigham
                                               ---------------------------------
                                                      Ben M. Brigham, President

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Address:                                    ASPECT RESOURCES LLC
         511 16th Street, Suite 300         by Aspect Management Corporation
         Denver, Colorado  80202            its Manager
         Phone (303) 573-7011
         Fax (303) 573-7340                 By:   /s/ Alex Campbell

Dated:______________________                Alex Campbell, Vice President

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