8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2004

Brigham Exploration Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-22433
(Commission
File Number) 75-2692967
(IRS Employer
Identification No.)

6300 Bridgepoint Parkway
Building Two, Suite 500
Austin, Texas 78730
(Address, including zip code, of principal executive offices)

Registrant#s telephone number, including area code: (512) 427-3300

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Underwriting Agreement
Press Release dated July 23, 2004

Item 5. Other Events and Regulation FD Disclosure

Registrant issued a press release dated July 23, 2004, announcing sale of common stock by the Registrant and an increase in its 2004 capital budget. The text of the press release is attached hereto as Exhibit 99.2.

Item 7. Financial Statements and Exhibits

(c)	Exhibit 99.1	Underwriting Agreement
	Exhibit 99.2	Press release dated July 23, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BRIGHAM EXPLORATION COMPANY
Date: July 23, 2004	By:	/s/ Eugene B. Shepherd, Jr
		Eugene B. Shepherd, Jr.
		Executive Vice President & Chief Financial Officer

2

INDEX TO EXHIBITS

Item Number	Exhibit
99.1	Underwriting agreement
99.2	Press release dated July 23, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                           Brigham Exploration Company

                                  Common Stock
                                ($.01 par value)

                             Underwriting Agreement

                                                                   July 23, 2004

Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716

Ladies and Gentlemen:

      Brigham Exploration Company, a corporation organized under the laws of the
State of Delaware (the "Company"), proposes to sell to Raymond James &
Associates, Inc. (the "Underwriter") common stock, $.01 par value ("Common
Stock"), of the Company in the amount set forth on Schedule I (the "Firm
Stock"). In addition, the Company proposes to grant to the Underwriter an option
to purchase up to an additional amount of shares of the Common Stock as set
forth on Schedule I (the "Option Stock," and collectively with the Firm Stock,
the "Securities"). Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. Certain terms used
herein are defined in Section 16 hereof.

      1.    Representations and Warranties.

            (a)   The Company represents and warrants to, and agrees with, the
Underwriter as set forth below in this Section 1(a).

                  (i)   The Company meets the requirements for use of Form S-3
      under the Act and has prepared and filed with the Commission a
      registration statement (File Number 333-116390) on Form S-3, including a
      related Basic Prospectus, for registration



      under the Act of the offering and sale of the Securities. The Company may
      have filed one or more amendments thereto, including a Preliminary Final
      Prospectus, each of which has previously been furnished to you. The
      Company will next file with the Commission one of the following: (1) after
      the Effective Date of such registration statement, a final prospectus
      supplement relating to the Securities in accordance with Rules 430A and
      424(b), (2) prior to the Effective Date of such registration statement, an
      amendment to such registration statement (including the form of final
      prospectus supplement) or (3) a final prospectus in accordance with Rules
      415 and 424 (b). In the case of clause (1) the Company has included in
      such registration statement, as amended at the Effective Date, all
      information (other than Rule 430A Information) required by the Act and the
      rules thereunder to be included in such registration statement and the
      Final Prospectus. As filed, such final prospectus supplement or such
      amendment and form of final prospectus supplement shall contain all Rule
      430A Information, together with all other such required information, and,
      except to the extent the Underwriter shall agree in writing to a
      modification, shall be in all substantive respects in the form furnished
      to you prior to the Execution Time or, to the extent not completed at the
      Execution Time, shall contain only such specific additional information
      and other changes (beyond that contained in the Basic Prospectus and any
      Preliminary Final Prospectus) as the Company has advised you, prior to the
      Execution Time, will be included or made therein. The Registration
      Statement, at the Execution Time, meets the requirements set forth in Rule
      415(a)(1)(x).

                  (ii)  On the Effective Date, the Registration Statement did or
      will, and when the Final Prospectus is first filed (if required) in
      accordance with Rule 424(b) and on each Closing Date (as defined herein),
      the Final Prospectus (and any supplement thereto) will, comply in all
      material respects with the applicable requirements of the Act and the
      Exchange Act and the respective rules thereunder; on the Effective Date
      and at the Execution Time, the Registration Statement did not or will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein not misleading; and, on the Effective Date, the
      Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on
      the date of any filing pursuant to Rule 424(b) and on each Closing Date
      and any settlement date, the Final Prospectus (together with any
      supplement thereto) will not, include any untrue statement of a material
      fact or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that the Company makes no
      representations or warranties as to the information contained in or
      omitted from the Registration Statement or the Final Prospectus (or any
      supplement thereto) in reliance upon and in conformity with information
      furnished in writing to the Company by or on behalf of the Underwriter
      specifically for inclusion in the Registration Statement or the Final
      Prospectus (or any supplement thereto).

                  (iii) The Company and each of its subsidiaries, all of which
      are listed on Schedule II (each such subsidiary, a "Subsidiary," and
      collectively, the "Subsidiaries"), has been duly organized and is validly
      existing as an entity in good standing under the laws of the jurisdiction
      in which it is chartered or organized with full power and authority to own
      or lease, as the case may be, and to operate its properties and

                                        2



      conduct its business as described in the Final Prospectus, and is duly
      qualified to do business as a foreign entity and is in good standing under
      the laws of each jurisdiction which requires such qualification, except
      where the failure to qualify could not reasonably be expected to have a
      material adverse effect on the condition (financial or otherwise),
      earnings, business or properties of the Company and its Subsidiaries,
      taken as a whole, whether or not arising from transactions in the ordinary
      course of business (a "Material Adverse Effect").

                  (iv)  All the outstanding shares of capital stock or other
      equity interests of each Subsidiary have been duly and validly authorized
      and issued and are fully paid and nonassessable, and, except as otherwise
      set forth in the Final Prospectus, all outstanding shares of capital stock
      or other equity interests of the Subsidiaries are owned by the Company
      either directly or through wholly owned Subsidiaries free and clear of any
      perfected security interest or any other security interests, claims, liens
      or encumbrances, except for the liens and security interests of the
      lenders under the Company's existing credit facility.

                  (v)   The Company's authorized equity capitalization is as set
      forth in the Final Prospectus; the capital stock of the Company conforms
      in all respects to the description thereof contained in the Final
      Prospectus; the outstanding shares of Common Stock have been duly and
      validly authorized and issued and are fully paid and nonassessable; the
      Securities being sold hereunder by the Company have been duly and validly
      authorized, and, when issued and delivered to and paid for by the
      Underwriter pursuant to this Agreement, will be fully paid and
      nonassessable; the Securities being sold hereunder by the Company are duly
      listed for trading, subject to official notice of issuance, on the Nasdaq
      National Market; the certificates for the Securities are in valid and
      sufficient form; the holders of outstanding shares of capital stock of the
      Company are not entitled to preemptive or other rights to subscribe for
      the Securities; and, except as set forth in the Final Prospectus, no
      options, warrants or other rights to purchase, agreements or other
      obligations to issue, or rights to convert any obligations into or
      exchange any securities for, shares of capital stock of or ownership
      interests in the Company are outstanding.

                  (vi)  There is no franchise, contract or other document of a
      character required to be described in the Registration Statement or Final
      Prospectus, or to be filed as an exhibit thereto, which is not described
      or filed as required.

                  (vii) This Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a valid and binding obligation of
      the Company enforceable in accordance with its terms, except as
      enforcement may be limited by bankruptcy, insolvency, or other similar
      laws or court decisions, relating to or affecting creditors' rights
      generally, and except to the extent that enforcement of the
      indemnification and contribution obligations provided for herein may be
      limited by federal or state laws relating to securities or the public
      policies underlying such laws.

                  (viii) The Company is not and, after giving effect to the
      offering and sale of the Securities and the application of the proceeds
      thereof as described in the Final

                                        3



      Prospectus, will not be an "investment company" as defined in the
      Investment Company Act of 1940, as amended.

                  (ix)  No consent, approval, authorization, filing with or
      order of any court or governmental agency or body is required in
      connection with the transactions contemplated herein, except such as have
      been obtained under the Act and such as may be required under the blue sky
      laws of any jurisdiction in connection with the purchase and distribution
      of the Securities by the Underwriter in the manner contemplated herein and
      in the Final Prospectus.

                  (x)   Neither the issue and sale of the Securities nor the
      consummation of any other of the transactions herein contemplated nor the
      fulfillment of the terms hereof will conflict with, result in a breach or
      violation or imposition of any lien, charge or encumbrance upon any
      property or assets of the Company or any of its Subsidiaries pursuant to,
      (i) the charter or by-laws of the Company or any of its Subsidiaries, (ii)
      the terms of any indenture, contract, lease, mortgage, deed of trust, note
      agreement, loan agreement or other agreement, obligation, condition,
      covenant or instrument to which the Company or any of its Subsidiaries is
      a party or bound or to which its or their property is subject, or (iii)
      any statute, law, rule, regulation, judgment, order or decree applicable
      to the Company or any of its Subsidiaries of any court, regulatory body,
      administrative agency, governmental body, arbitrator or other authority
      having jurisdiction over the Company or any of its Subsidiaries or any of
      its or their properties, except where, in the case of clauses (ii) and
      (iii) above, any such conflict, breach, violation or imposition that could
      not reasonably be expected to have a Material Adverse Effect.

                  (xi)  No holder of any security of the Company has any right,
      which has not been waived or satisfied, (i) to have any security owned by
      such holder included in the Registration Statement or (ii) to demand
      registration of any security owned by such holder for a period of 180 days
      after the date of this Agreement, except, with respect to the rights
      referred to in clause (ii), such registration rights set forth in Sections
      2, 4 and 16 of the Registration Rights Agreement, dated as of November 1,
      2000, by and among the Company and the CSFB Entities (as defined therein),
      as amended, and such demand registration rights held by Ben M. Brigham and
      Anne L. Brigham set forth in the Registration Rights Agreement, dated as
      of February 26, 1997, by and among the Company and certain stockholders
      named therein (together, the "Registration Rights Agreements").

                  (xii) The consolidated historical financial statements and
      schedules of the Company and its consolidated Subsidiaries included in the
      Final Prospectus and the Registration Statement present fairly in all
      material respects the financial condition, results of operations and cash
      flows of the Company as of the dates and for the periods indicated, comply
      as to form with the applicable accounting requirements of the Act and have
      been prepared in conformity with generally accepted accounting principles
      applied on a consistent basis throughout the periods involved (except as
      otherwise noted therein). The selected financial data set forth under the
      captions "Summary Financial Data" and "Selected Financial Data" in the
      Final Prospectus and the Registration Statement fairly present, on the
      basis stated in the Final Prospectus and the Registration Statement.

                                       4



                  (xiii) There is no document, contract or other agreement
      required to be described in the Registration Statement or the Final
      Prospectus (or any supplement thereto) or to be filed as an exhibit to the
      Registration Statement which is not described or filed as required by the
      Securities Act or Rules. Each description of a contract, document or other
      agreement in the Registration Statement and the Final Prospectus (and any
      supplement thereto) accurately reflects in all respects the terms of the
      underlying contract, document or other agreement. Each contract, document
      or other agreement described in the Registration Statement and Final
      Prospectus (and any supplement thereto) or listed on Exhibits to the
      Registration Statement or incorporated by reference is in full force and
      effect and is valid and enforceable by and against the Company or its
      Subsidiaries, as the case may be, in accordance with its terms. Neither
      the Company nor any of its Subsidiaries, if a Subsidiary is a party, nor
      to the Company's knowledge, any other party is in default in the
      observance or performance of any term or obligation to be performed by it
      under any such agreement, and no event has occurred which with notice or
      lapse of time or both would constitute such a default, in any such case
      which default or event, individually or in the aggregate, would have a
      Material Adverse Effect. No default exists, and no event has occurred
      which with the notice or lapse of time or both would constitute a default,
      in the due performance and observance of any term, covenant or condition,
      by the Company or its Subsidiary, if a Subsidiary is a party thereto, of
      any other agreement or instrument to which the Company or any of its
      Subsidiaries is a party or by which Company or its properties or business
      or a Subsidiary or its properties or business may be bound or affected
      which default or event, individually or in the aggregate, would have a
      Material Adverse Effect.

                  (xiv) Except as disclosed in the Final Prospectus, no action,
      suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Company or any of its
      Subsidiaries or its or their property is pending or, to the best knowledge
      of the Company, threatened that (i) could reasonably be expected to have a
      material adverse effect on the performance of this Agreement or the
      consummation of any of the transactions contemplated hereby or (ii) could
      reasonably be expected to have a Material Adverse Effect.

                  (xv)  The Company and each of its Subsidiaries has (1) good
      and indefeasible title to all of its interests in its oil and gas
      properties, title investigations having been carried out by or on behalf
      of such person in accordance with good practice in the oil and gas
      industry in the areas in which such properties are located, (2) good and
      marketable title in fee simple to all of its real property other than oil
      and gas properties, and (3) good title to all personal property owned by
      it, in each case free and clear of all liens, encumbrances and defects
      except liens under the Company's senior credit facility and senior
      subordinated notes or otherwise as described in the Final Prospectus or
      such as do not materially affect the value of such properties as a whole
      and do not materially interfere with the use made and proposed to be made
      of such properties as a whole by the Company and its Subsidiaries; and all
      real properties and buildings held under lease by the Company and its
      Subsidiaries are held by them under valid, subsisting and enforceable
      leases, with such exceptions as are not material and do not interfere with
      the use made and proposed to be made of such properties and buildings as a
      whole by the Company and its Subsidiaries.

                                       5



                  (xvi) The principal executive officer and the principal
      financial officer of the Company have made all certifications required by
      the Sarbanes-Oxley Act or any related rules and regulations promulgated by
      the Commission, and the statements contained in any such certification are
      complete and correct. The Company maintains "disclosure controls and
      procedures" (as defined in Rule 13a-14(c) under the Exchange Act), and
      such controls and procedures are designed (i) to ensure the information
      required to be disclosed by the Company in the reports and that it files
      or submits under the Exchange Act is accumulated and communicated to the
      Company's management, including its principal executive officer and
      principal financial officer, as appropriate to allow timely decisions
      regarding required disclosure. The Company does not have any knowledge of
      any material weakness in internal controls, and to the knowledge of the
      Company, there has been no fraud, whether or not material, that involves
      management or other employees who have a significant role in the Company's
      internal controls. The Company is otherwise in compliance in all material
      respects with all applicable effective provisions of the Sarbanes-Oxley
      Act and the rules and regulations promulgated by the Commission (and
      intends to comply with all applicable provisions that are not yet
      effective upon effectiveness).

                  (xvii) Neither the Company nor any Subsidiary is in violation
      or default of (i) any provision of its charter or bylaws, (ii) the terms
      of any indenture, contract, lease, mortgage, deed of trust, note
      agreement, loan agreement or other agreement, obligation, condition,
      covenant or instrument to which it is a party or bound or to which its
      property is subject, or (iii) any statute, law, rule, regulation,
      judgment, order or decree of any court, regulatory body, administrative
      agency, governmental body, arbitrator or other authority having
      jurisdiction over the Company or such Subsidiary or any of its properties,
      as applicable, except where, in the case of clauses (ii) and (iii) above,
      such violation or default could not reasonably be expected to have a
      Material Adverse Effect.

                  (xviii) PricewaterhouseCoopers LLP, who have certified
      certain financial statements of the Company and its consolidated
      Subsidiaries and delivered their report with respect to the audited
      consolidated financial statements and schedules included in the Final
      Prospectus, are independent public accountants with respect to the Company
      within the meaning of the Act and the applicable published rules and
      regulations thereunder.

                  (xix) Except for the filing fees under the Act or any state
      securities laws, there are no transfer taxes or other similar fees or
      charges under Federal law or the laws of any state, or any political
      subdivision thereof, required to be paid in connection with the execution
      and delivery of this Agreement or the issuance by the Company or sale by
      the Company of the Securities.

                  (xx)  The Company has filed all foreign, federal, state and
      local tax returns that are required to be filed or has requested
      extensions thereof (except in any case in which the failure so to file
      could not reasonably be expected to have a Material Adverse Effect) and
      has paid all taxes required to be paid by it and any other assessment,
      fine or penalty levied against it, to the extent that any of the foregoing
      is due and payable,

                                       6



      except for any such assessment, fine or penalty that is currently being
      contested in good faith or as could not reasonably be expected to have a
      Material Adverse Effect.

                  (xxi) No labor problem or dispute with the employees of the
      Company or any of its Subsidiaries exists or is threatened or to the
      Company's knowledge is imminent, and the Company is not aware of any
      existing or imminent labor disturbance by the employees of any of its or
      its Subsidiaries' principal suppliers, contractors or customers, that
      could reasonably be expected to have a Material Adverse Effect.

                  (xxii) No transaction has occurred between or among the
      Company and any of its officers or directors, shareholder or any affiliate
      or affiliates of any such officer or director or shareholder that is
      required to be described in and is not described in the Registration
      Statement and the Final Prospectus (and any supplements thereto).

                  (xxiii) The written engineering reports prepared by Cawley,
      Gillespie & Associates, Inc. ("Cawley, Gillespie"), an oil and gas
      engineering consulting firm, as of December 31, 2003, setting forth the
      engineering values attributable to the oil and gas properties of the
      Company and its Subsidiaries accurately reflect in all material respects
      the ownership interests of the Company and its Subsidiaries in the
      properties therein as of December 31, 2003, except as otherwise disclosed
      in the Registration Statement and the Final Prospectus (and any
      supplements thereto). The information furnished by the Company to Cawley,
      Gillespie for purposes of preparing its report, including, without
      limitation, production, costs of operation and development, current prices
      for production, agreements relating to current and future operations and
      sales of production, was true, correct and complete in all material
      respects on the date supplied and was prepared in accordance with
      customary industry practices; Cawley, Gillespie & Associates, Inc.,
      independent petroleum consultants, who prepared estimates of the extent
      and value of proved oil and natural gas reserves, are independent with
      respect to the Company.

                  (xxiv) The Company and each of its Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which they are engaged; all policies of insurance insuring the Company
      or any of its Subsidiaries or their respective businesses, assets,
      employees, officers and directors are in full force and effect; the
      Company and its Subsidiaries are in compliance with the terms of such
      policies and instruments in all material respects; and there are no claims
      by the Company or any of its Subsidiaries under any such policy or
      instrument as to which any insurance company is denying liability or
      defending under a reservation of rights clause that could reasonably be
      expected to have a Material Adverse Effect; neither the Company nor any
      such Subsidiary has been refused any insurance coverage sought or applied
      for; and neither the Company nor any such Subsidiary has any reason to
      believe that it will not be able to renew its existing insurance coverage
      as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business at a cost
      that could not reasonably be expected to have a Material Adverse Effect.

                  (xxv) The Company and its Subsidiaries possess all licenses,
      certificates, permits and other authorizations issued by the appropriate
      federal, state or foreign

                                       7



      regulatory authorities necessary to conduct their respective businesses,
      and neither the Company nor any such Subsidiary has received any notice of
      proceedings relating to the revocation or modification of any such
      certificate, authorization or permit which, singly or in the aggregate, if
      the subject of an unfavorable decision, ruling or finding, could
      reasonably be expected to have a Material Adverse Effect.

                  (xxvi) The Company and each of its Subsidiaries maintain a
      system of internal accounting controls sufficient to provide reasonable
      assurance that (i) transactions are executed in accordance with
      management's general or specific authorizations; (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with generally accepted accounting principles and to maintain
      asset accountability; (iii) access to assets is permitted only in
      accordance with management's general or specific authorization; and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

                  (xxvii) The Company has not taken, directly or indirectly, any
      action designed to or that would constitute or that might reasonably be
      expected to cause or result in, under the Exchange Act or otherwise,
      stabilization or manipulation of the price of any security of the Company
      to facilitate the sale or resale of the Securities.

                  (xxviii) Neither the Company nor, to the knowledge of the
      Company, any other person associated with or acting on behalf of the
      Company including, without limitation, any director, officer, agent or
      employee of the Company or its Subsidiaries, has directly or indirectly,
      while acting on behalf of the Company or its Subsidiaries (i) used any
      corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses relating to political activity; (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to
      foreign or domestic political parties or campaigns from corporate funds;
      (iii) violated any provision of the Foreign Corrupt Practices Act of 1977,
      as amended; or (iv) made any other unlawful payment.

                  (xxix) Except as set forth in the Final Prospectus, the
      Company and its Subsidiaries are (i) in compliance with any and all
      applicable foreign, federal, state and local laws and regulations relating
      to the protection of human health and safety, the environment or hazardous
      or toxic substances or wastes, pollutants or contaminants ("Environmental
      Laws"), (ii) have received and are in compliance with all permits,
      licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) have
      not received notice of any actual or potential liability for the
      investigation or remediation of any disposal or release of hazardous or
      toxic substances or wastes, pollutants or contaminants, except where such
      non-compliance with Environmental Laws, failure to receive required
      permits, licenses or other approvals, or liability could not, individually
      or in the aggregate, reasonably be expected to have a Material Adverse
      Effect. Except as set forth in the Final Prospectus, neither the Company
      nor any of the Subsidiaries has been named as a "potentially responsible
      party" under the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended.

                                       8



                  (xxx) In the ordinary course of its business, the Company
      periodically reviews the effect of Environmental Laws on the business,
      operations and properties of the Company and its Subsidiaries, in the
      course of which it identifies and evaluates associated costs and
      liabilities (including, without limitation, any capital or operating
      expenditures required for clean-up, closure of properties or compliance
      with Environmental Laws, or any permit, license or approval, any related
      constraints on operating activities and any potential liabilities to third
      parties). On the basis of such review, the Company has reasonably
      concluded that such associated costs and liabilities could not, singly or
      in the aggregate, reasonably be expected to have a Material Adverse
      Effect.

                  (xxxi) The Company and its Subsidiaries own, possess, license
      or have other rights to use, on reasonable terms, all patents, patent
      applications, trade and service marks, trade and service mark
      registrations, trade names, copyrights, licenses, inventions, trade
      secrets, technology, know-how and other intellectual property
      (collectively, the "Intellectual Property") necessary for the conduct of
      the Company's business as now conducted or as proposed in the Final
      Prospectus to be conducted. Except as set forth in the Final Prospectus,
      (a) to the Company's best knowledge, there are no rights of third parties
      to any such Intellectual Property; (b) to the Company's best knowledge,
      there is no material infringement by third parties of any such
      Intellectual Property; (c) there is no pending or, to the Company's best
      knowledge, threatened action, suit, proceeding or claim by others
      challenging the Company's rights in or to any such Intellectual Property,
      and the Company is unaware of any facts which would form a reasonable
      basis for any such claim; (d) there is no pending or, to the Company's
      best knowledge, threatened action, suit, proceeding or claim by others
      challenging the validity or scope of any such Intellectual Property, and
      the Company is unaware of any facts which would form a reasonable basis
      for any such claim; (e) there is no pending or, to the Company's best
      knowledge, threatened action, suit, proceeding or claim by others that the
      Company infringes or otherwise violates any patent, trademark, copyright,
      trade secret or other proprietary rights of others, and the Company is
      unaware of any other fact which would form a reasonable basis for any such
      claim; (f) to the Company's best knowledge, there is no U.S. patent or
      published U.S. patent application which contains claims that dominate or
      may dominate any Intellectual Property described in the Final Prospectus
      as being owned by or licensed to the Company or that interferes with the
      issued or pending claims of any such Intellectual Property; and (g) there
      is no prior art of which the Company is aware that may render any U.S.
      patent held by the Company invalid or any U.S. patent application held by
      the Company unpatentable which has not been disclosed to the U.S. Patent
      and Trademark Office.

                  (xxxii) The Company has complied with all provisions of
      Florida Statutes, Section 517.075, relating to issuers doing business
      with Cuba.

      Any certificate signed by any officer of the Company and delivered to the
Underwriter or counsel for the Underwriter in connection with the offering of
the Securities shall be deemed a representation and warranty by the Company, as
to matters covered thereby, to the Underwriter.

                                       9



      2.    Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, the Firm Stock. In addition, the Company grants to the Underwriter
options to purchase up to the aggregate amount of the Option Stock. Such options
are granted solely for the purpose of covering over-allotments in the sale of
Firm Stock and are exercisable as provided in Section 3 hereof. The price of
both the Firm Stock and any Option Stock shall be at a purchase price per share
specified in Schedule I hereto across from the caption "Proceeds to Company Per
Share."

      3.    Delivery and Payment. Delivery of and payment for the Firm Stock
shall be made on the date and at the time specified in Schedule I hereto or at
such time on such later date not more than three Business Days after the
foregoing date as the Underwriter shall designate, which date and time may be
postponed by agreement among the Underwriter and the Company (such date and time
of delivery and payment for the Firm Stock being herein called the "First
Closing Date"). Delivery of the Firm Stock shall be made to the Underwriter
against payment by the Underwriter of the aggregate purchase prices of the Firm
Stock being sold by the Company to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Firm Stock shall be made through the facilities of The
Depository Trust Company unless the Underwriter shall otherwise instruct.

            At any time on or before the thirtieth day after the date of this
Agreement, the options granted in Section 2 above may be exercised by written
notice being given to the Company by the Underwriter. Such notice shall set
forth the aggregate number of shares of Option Stock as to which the options are
being exercised, the denominations in which the shares of Option Stock are to be
issued and the date and time, as determined by the Underwriter, when the shares
of Option Stock are to be delivered; provided, however, that this date and time
may be postponed by agreement among the Underwriter and the Company, and such
date shall not be earlier than the First Closing Date nor earlier than the
second business day after the date on which the options shall have been
exercised nor later than the fifth business day after the date on which the
options shall have been exercised. The date and time the shares of Option Stock
are delivered are sometimes referred to as the "Second Closing Date" and the
First Closing Date and the Second Closing Date are sometimes each referred to as
a "Closing Date."

         On the Second Closing Date, the Company shall deliver or cause to be
delivered the certificates representing the Option Stock to the Underwriter for
the account of the Underwriter against payment to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. Delivery of the Option Stock shall be made through the facilities
of The Depository Trust Company unless the Underwriter shall otherwise instruct.
Upon delivery, the Option Stock shall be registered in such names and in such
denominations as the Underwriter shall request in the aforesaid written notice.

      4.    Offering by Underwriter. It is understood that the Underwriter
proposes to offer the Firm Stock for sale to the public as set forth in the
Final Prospectus.

      5.    Agreements. The Company agrees with the Underwriter that:

                                       10



            (i)   The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become effective. Prior to the termination of the offering
of the Securities, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary Final
Prospectus) to the Basic Prospectus or any Rule 462(b) Registration Statement
unless the Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, if the Registration Statement has
become or becomes effective pursuant to Rule 430A, or filing of the Final
Prospectus is otherwise required under Rule 424(b), the Company will cause the
Final Prospectus, properly completed, and any supplement thereto to be filed
with the Commission pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the
Underwriter of such timely filing. The Company will promptly advise the
Underwriter (1) when the Registration Statement, if not effective at the
Execution Time, shall have become effective, (2) when the Final Prospectus, and
any supplement thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall
have been filed with the Commission, (3) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall
have been filed or become effective, (4) of any request by the Commission or its
staff for any amendment of the Registration Statement, or any Rule 462(b)
Registration Statement, or for any supplement to the Final Prospectus or for any
additional information, (5) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (6) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the institution or threatening
of any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.

            (ii)  If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a result of which
the Final Prospectus as then supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend the Registration Statement
or supplement the Final Prospectus to comply with the Act or the Exchange Act or
the respective rules thereunder, the Company promptly will (1) notify the
Underwriter of such event, (2) prepare and file with the Commission, subject to
the second sentence of paragraph (i) of this Section 5, an amendment or
supplement which will correct such statement or omission or effect such
compliance and (3) supply any supplemented Final Prospectus to you in such
quantities as you may reasonably request.

            (iii) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriter an earnings statement
or statements of the Company and its Subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.

                                       11



            (iv)  (A) The Company will furnish to the Underwriter and counsel
for the Underwriter, without charge, signed copies of the Registration Statement
(including exhibits thereto) a copy of the Registration Statement (without
exhibits thereto) and, so long as delivery of a prospectus by the Underwriter or
dealer may be required by the Act, as many copies of each Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as the
Underwriter may reasonably request. The Company will pay the expenses of
printing or other production of all documents relating to the offering.

                  (B)   The Company will arrange, if necessary, for the
      qualification of the Securities for sale under the laws of such
      jurisdictions as the Underwriter may reasonably designate, will maintain
      such qualifications in effect so long as required for the distribution of
      the Securities and will pay any fee of the National Association of
      Securities Dealers, Inc., in connection with its review of the offering;
      provided that in no event shall the Company be obligated to qualify to do
      business in any jurisdiction where it is not now so qualified or to take
      any action that would subject it to service of process in suits, other
      than those arising out of the offering or sale of the Securities, in any
      jurisdiction where it is not now so subject.

            (v)   The Company will not, without the prior written consent of the
Underwriter, offer, sell, contract to sell, pledge, or otherwise dispose of, (or
enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any
affiliate of the Company or any person in privity with the Company or any
affiliate of the Company), directly or indirectly, including the filing (or
participation in the filing) of a registration statement with the Commission in
respect of, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the
Exchange Act, any other shares of Common Stock or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock; or publicly
announce an intention to effect any such transaction, until the Business Day set
forth on Schedule I hereto, provided, however, that (i) the Company may issue
and sell shares of Common Stock pursuant to any employee stock option plan,
stock ownership plan or dividend reinvestment plan of the Company in effect at
the Execution Time, (ii) the Company may issue shares of Common Stock issuable
upon the conversion of securities or the exercise of warrants outstanding at the
Execution Time, and (iii) the Company may take any actions it deems necessary to
fulfill its obligations under the Registration Rights Agreements.

            (vi)  The Company will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, stabilization or
manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.

            (vii) The Company agrees to pay the following costs and expenses and
all other costs and expenses incident to the performance by the Company of its
obligations hereunder: (i) the preparation, printing or reproduction and filing
with the Commission of the Registration Statement (including financial
statements and exhibits

                                       12



      thereto), each Preliminary Final Prospectus, each Final Prospectus, and
      each amendment or supplement to any of them; (ii) the printing (or
      reproduction) and delivery (including postage, air freight charges and
      charges for counting and packaging) of such copies of the Registration
      Statement, each Preliminary Final Prospectus, each Final Prospectus, and
      all amendments or supplements to any of them, as may, in each case, be
      requested for use in connection with the offering and sale of the
      Securities; (iii) the preparation, printing, authentication, issuance and
      delivery of certificates for the Securities, including any stamp or
      transfer taxes in connection with the original issuance and sale of the
      Securities; (iv) the printing (or reproduction) and delivery of this
      Agreement, any blue sky memorandum and all other agreements or documents
      printed (or reproduced) and delivered in connection with the offering of
      the Securities; (v) the registration of the Securities under the Exchange
      Act and the listing of the Securities on the Nasdaq National Market; (vi)
      any registration or qualification of the Securities for offer and sale
      under the securities or blue sky laws of the several states (including
      filing fees and the reasonable fees and expenses of counsel for the
      Underwriter relating to such registration and qualification); (vii) any
      filings required to be made with the National Association of Securities
      Dealers, Inc. (including filing fees and the reasonable fees and expenses
      of counsel for the Underwriter relating to such filings); (viii) the
      expenses incurred by or on behalf of Company representatives in connection
      with presentations to prospective purchasers of the Securities; (ix) the
      fees and expenses of the Company's accountants and the fees and expenses
      of counsel (including local and special counsel) for the Company; and (x)
      all other costs and expenses incident to the performance by the Company of
      its obligations under this Agreement.

      6.    Conditions to the Obligations of the Underwriter. The obligations of
the Underwriter to purchase the Firm Stock or Option Stock, as the case may be,
shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the Execution Time, each Closing Date
and any settlement date pursuant to Section 3 hereof, to the accuracy of the
statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

            (a)   If the Registration Statement has not become effective prior
to the Execution Time, unless the Underwriter agrees in writing to a later time,
the Registration Statement will become effective not later than (i) 6:00 PM New
York City time on the date of determination of the public offering price, if
such determination occurred at or prior to 3:00 PM New York City time on such
date or (ii) 9:30 AM on the Business Day following the day on which the public
offering price was determined, if such determination occurred after 3:00 PM New
York City time on such date; if filing of the Final Prospectus, or any
supplement thereto, is required pursuant to Rule 424(b), the Final Prospectus,
and any such supplement, will be filed in the manner and within the time period
required by Rule 424 (b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.

            (b)   The Company shall have requested and caused Thompson & Knight,
LLP, counsel for the Company, to have furnished to the Underwriter their
opinion, dated the First

                                       13



Closing Date or the Second Closing Date, as the case may be, and addressed to
the Underwriter, to the effect that:

                  (i)   each of the Company and its Subsidiaries has been duly
      organized and is validly existing as a corporation, limited liability
      company or limited partnership in good standing under the laws of the
      state of its organization. Each of the Company and its Subsidiaries is
      duly qualified to transact business and is in good standing as a foreign
      corporation, limited liability company or limited partnership in each
      jurisdiction in which the character or location of its assets or
      properties or the nature of its business makes such qualification
      necessary, except where the failure to so qualify or to be in good
      standing, individually or in the aggregate, would not have a Material
      Adverse Effect;

                  (ii)  each of the Company and its Subsidiaries has all
      requisite corporate, limited liability company or limited partnership, as
      the case may be, power and authority to own, lease and operate its
      properties and to conduct its business as now being conducted and as
      described in the Registration Statement and the Final Prospectus and with
      respect to the Company to enter into and perform its obligations under
      this Agreement and to issue and sell the Securities;

                  (iii) the authorized, issued and outstanding capital stock of
      the Company is as set forth in the Registration Statement and the Final
      Prospectus as of the dates stated therein and, since such dates, there has
      been no change in the capital stock of the Company except for subsequent
      issuances, if any, pursuant to this Agreement or pursuant to employee
      benefit plans referred to in the Final Prospectus or pursuant to the
      exercise of options referred to in the Final Prospectus; all of the
      outstanding shares of capital stock of the Company have been duly and
      validly authorized and issued and are fully paid and nonassessable and
      none of them was issued in violation of any preemptive or other similar
      right. The Securities to be issued and sold by the Company pursuant to
      this Agreement have been duly authorized for issuance and sale to the
      Underwriters pursuant to this Agreement and, when issued and delivered by
      the Company pursuant to this Agreement against payment of the
      consideration set forth herein, will be validly issued, fully paid and
      nonassessable, and no holder of the Securities is or will be subject to
      personal liability by reason of being such a holder. The issuance and sale
      of the Securities by the Company is not subject to any preemptive or other
      similar rights of any securityholder of the Company. To the best of such
      counsel's knowledge, there are no (i) preemptive or other rights to
      subscribe for or to purchase any securities of the Company or (ii)
      restrictions upon the voting or transfer of any securities of the Company
      pursuant to the Company's Certificate of Incorporation or by-laws or other
      governing documents or any agreements or other instruments to which the
      Company is a party or by which it is bound, other than, in the case of
      clause (ii), the restrictions on transfer of shares issued under the
      Securities Purchase Agreement dated as of November 1, 2000, the Securities
      Purchase Agreement dated as of March 5, 2001 and the Securities Purchase
      Agreement dated as of December 5, 2002, each by and among the Company and
      the Investors named therein. To the best of such counsel's knowledge,
      except as disclosed in the Registration Statement and the Final
      Prospectus, there is no outstanding option, warrant or other right calling
      for the issuance of, and no commitment, plan or arrangement to issue, any
      share of stock of the Company or any security convertible into,

                                       14



      exercisable for, or exchangeable for stock of the Company. The Common
      Stock and the Securities conform in all material respects to the
      descriptions thereof contained in the Registration Statement and the Final
      Prospectus. The form of certificate used to evidence the Common Stock
      complies in all material respects with all applicable statutory
      requirements, with any applicable requirements of the Certificate of
      Incorporation or by-laws of the Company and the requirements of the Nasdaq
      National Market. To the best of such counsel's knowledge, there are no
      persons with registration rights or other similar rights, except as have
      been waived or satisfied, (i) to have any security owned by such holder
      included in the Registration Statement or (ii) to otherwise demand
      registration of any security owned by such holder, except, with respect to
      the rights referred to in clause (ii), the registration rights set forth
      in the Registration Rights Agreements;

                  (iv)  all necessary corporate action has been duly and validly
      taken by the Company to authorize the execution, delivery and performance
      of this Agreement and the issuance and sale of the Securities. This
      Agreement has been duly and validly authorized, executed and delivered by
      the Company, and this Agreement constitutes the legal, valid and binding
      obligation of the Company enforceable against the Company in accordance
      with its terms, except as rights to indemnity and contribution hereunder
      may be limited by securities laws, and except as such enforceability may
      be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar laws affecting the enforcement
      of creditors' rights generally and by general equitable principles;

                  (v)   neither the execution delivery and performance of this
      Agreement by the Company nor the consummation of any of the transactions
      contemplated hereby (including, without limitation, the issuance and sale
      by the Company of the Securities) will (i) violate any provision of the
      charter or by-laws of the Company or any of its Subsidiaries, (ii) to the
      best of such counsel's knowledge, give rise to a right to terminate or
      accelerate the due date of any payment due under, or conflict with or
      result in the breach of any term or provision of, or constitute a default
      (or any event which with notice or lapse of time, or both, would
      constitute a default) under, or require consent or waiver under, or result
      in the execution or imposition of any lien, charge, claim, security
      interest or encumbrance upon any properties or assets of the Company or
      any of its Subsidiaries pursuant to the terms of, any agreement that is
      filed as an exhibit to the Registration Statement (including any document
      incorporated therein by reference), or (iii) to the knowledge of such
      counsel after reasonable inquiry, conflict with, result in a breach or
      violation of or imposition of any lien, charge or encumbrance upon any
      property or assets of the Company or its Subsidiaries pursuant to any
      statute, law, rule, regulation, judgment, order or decree applicable to
      the Company or its Subsidiaries of any court, regulatory body,
      administrative agency, governmental body, arbitrator or other authority
      having jurisdiction over the Company or its Subsidiaries or any of its or
      their properties, which violation or default could, except in the case of
      clause (iii) above, either individually or in the aggregate with all other
      violations and defaults referred to in this paragraph (if any), reasonably
      be expected to have a Material Adverse Effect in the ordinary course of
      business;

                                       15



                  (vi)  no consent, approval, authorization, license,
      registration, qualification or order of any court or governmental agency
      or regulatory body is required for the due authorization, execution,
      delivery or performance of this Agreement by the Company or the
      consummation of the transactions contemplated hereby or thereby, except
      such as have been obtained under the Act and such as may be required under
      state securities or Blue Sky laws in connection with the purchase and
      distribution of the Securities by the several Underwriters;

                  (vii) to the best of such counsel's knowledge, there is no
      action, suit, proceeding or other investigation, before any court or
      before or by any public body or board pending or threatened against, or
      involving the assets, properties or businesses of, the Company which is
      required to be disclosed in the Registration Statement and the Final
      Prospectus and is not so disclosed or which could reasonably be expected
      to have a Material Adverse Effect;

                  (viii) the Registration Statement, the Basic Prospectus, the
      Preliminary Final Prospectus and the Final Prospectus and each amendment
      or supplement thereto (except for the financial statements and schedules
      and other financial and engineering data included therein, as to which
      such counsel expresses no opinion) comply as to form in all material
      respects with the requirements of the Act and the rules and documents
      incorporated by reference in the Registration Statement, the Basic
      Prospectus, the Preliminary Final Prospectus and the Final Prospectus and
      any further amendment or supplement to any such incorporated document made
      by the Company (except for financial statements and schedules and other
      financial and engineering date included therein, as to which such counsel
      expresses no opinion) when they became effective or were filed with the
      Commission, as the case may be, complied as to form in all material
      respects with the requirements of the Act or Exchange Act, as applicable,
      and the rules and regulations of the Commission thereunder (excluding
      those portions of filings which have been amended in subsequent filings
      made prior to the date hereof);

                  (ix)  the Registration Statement is effective under the Act,
      and to such counsel's knowledge no stop order suspending the effectiveness
      of the Registration Statement has been issued and no proceedings for that
      purpose have been instituted or are pending. Any required filing of the
      Final Prospectus and any supplement thereto pursuant to Rule 424(b) under
      the Act has been made in the manner and within the time period required by
      such Rule 424(b);

                  (x)   the Company has filed all applications and other
      documents necessary for the Securities to be quoted on the Nasdaq National
      Market, subject only to official notice of issuance;

                  (xi)  the capital stock of the Company conforms in all
      material respects to the description thereof contained in the Final
      Prospectus under the caption "Description of Capital Stock;"

                                       16



                  (xii) the Company is not an "investment company" or an entity
      controlled by an "investment company" as such terms are defined in the
      Investment Company Act of 1940, as amended.

      To the extent deemed advisable by such counsel, such counsel may rely as
to matters of fact on certificates of responsible officers of the Company and
public officials and on the opinions of other counsel satisfactory to the
Representatives as to matters which are governed by laws other than the laws of
the State of New York, the General Corporation Law of the State of Delaware and
the Federal laws of the United States. Copies of such other opinions shall be
furnished to the Representatives and counsel for the Underwriters.

      In addition, such counsel shall state that such counsel has participated
in conferences with officers and other representatives of the Company,
representatives of the Underwriter and representatives of the independent
certified public accountants of the Company, at which conferences the contents
of the Registration Statement and the Final Prospectus and related matters were
discussed and, although such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Final Prospectus (except as
specified in the foregoing opinion), on the basis of the foregoing, no facts
have come to the attention of such counsel which lead such counsel to believe
that (i) the Registration Statement at the time it became effective (except with
respect to the financial statements and notes and schedules thereto and other
financial data, and except with respect to engineering data, as to which such
counsel need express no belief) contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Final
Prospectus as amended or supplemented (except with respect to the financial
statements, notes and schedules thereto and other financial data, and except
with respect to engineering data, as to which such counsel need make no
statement) on the date thereof contained any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or (ii) any document incorporated by reference in the Final
Prospectus or any further amendment or supplement to any such incorporated
document made by the Company, when they became effective or were filed with the
Commission, as the case may be, contained, in the case of a registration
statement which became effective under the Act, any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, or in the
case of other documents which were filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

            (c)   The Company shall have requested and caused Warren Ludlow,
counsel for the Company, to have furnished to the Underwriter his opinion, dated
the First Closing Date or the Second Closing Date, as the case may be, and
addressed to the Underwriter, to the effect that, to such counsel's knowledge,
accurate copies of all contracts and other documents required to be filed as
exhibits to, or described in, the Registration Statement (including any document
incorporated therein by reference) have been so filed with the Commission or are
fairly described in the Registration Statement (including any document
incorporated therein by reference), as the case may be.

                                       17



            (d)   The Underwriter shall have received from Andrews Kurth LLP,
counsel for the Underwriter, such opinion or opinions, dated the First Closing
Date or the Second Closing Date, as the case may be, and addressed to the
Underwriter, with respect to the issuance and sale of the Securities, the
Registration Statement, the Final Prospectus (together with any supplement
thereto) and other related matters as the Underwriter may reasonably require,
and the Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.

            (e)   The Company shall have furnished to the Underwriter a
certificate of the Company, signed by the Chairman of the Board or the President
and the principal financial or accounting officer of the Company, dated the
First Closing Date or the Second Closing Date, as the case may be, to the effect
that the signers of such certificate have carefully examined the Registration
Statement, the Final Prospectus, any supplements to the Final Prospectus and
this Agreement and that:

                  (i)   the representations and warranties of the Company in
      this Agreement are true and correct on and as of each Closing Date with
      the same effect as if made on such Closing Date and the Company has
      complied with all the agreements and satisfied all the conditions on its
      part to be performed or satisfied at or prior to such Closing Date;

                  (ii)  no stop order suspending the effectiveness of the
      Registration Statement has been issued and no proceedings for that purpose
      have been instituted or, to the Company's knowledge, threatened; and

                  (iii) since the date of the most recent financial statements
      included or incorporated by reference in the Final Prospectus (exclusive
      of any supplement thereto), there has been no material adverse effect on
      the condition (financial or otherwise) prospects, earnings, business or
      properties of the Company and its Subsidiaries, taken as a whole, whether
      or not arising from transactions in the ordinary course of business,
      except as set forth in or contemplated in the Final Prospectus (exclusive
      of any supplement thereto).

            (f)   The Company shall have requested and caused
PricewaterhouseCoopers LLP to have furnished to the Underwriter, at the
Execution Time and at each Closing Date, letters (which may refer to letters
previously delivered to the Underwriter), dated respectively as of the Execution
Time and as of each Closing Date, in form and substance satisfactory to the
Underwriter, confirming that they are independent accountants within the meaning
of the Act and the Exchange Act and the respective applicable rules and
regulations adopted by the Commission thereunder and stating in effect, except
as provided in Schedule I hereto, that:

                  (i)   in their opinion the audited financial statements and
      financial statement schedules included or incorporated by reference in the
      Registration Statement and the Final Prospectus and reported on by them
      comply as to form in all material respects with the applicable accounting
      requirements of the Act and the Exchange Act and the related rules and
      regulations adopted by the Commission;

                                       18



                  (ii)  on the basis of a reading of the latest unaudited
      financial statements made available by the Company and its Subsidiaries;
      carrying out certain specified procedures (but not an examination in
      accordance with generally accepted auditing standards) which would not
      necessarily reveal matters of significance with respect to the comments
      set forth in such letter; a reading of the minutes of the meetings of the
      stockholders, directors and the audit committee of the Company and of the
      Subsidiaries; and inquiries of certain officials of the Company who have
      responsibility for financial and accounting matters of the Company and its
      Subsidiaries as to transactions and events subsequent to December 31,
      2003, nothing came to their attention which caused them to believe that:

                        1.    any unaudited financial statements included or
            incorporated by reference in the Registration Statement and the
            Final Prospectus do not comply as to form in all material respects
            with applicable accounting requirements of the Act and with the
            related rules and regulations adopted by the Commission with respect
            to financial statements included or incorporated by reference in
            quarterly reports on Form 10-Q under the Exchange Act; and said
            unaudited financial statements are not in conformity with generally
            accepted accounting principles applied on a basis substantially
            consistent with that of the audited financial statements included or
            incorporated by reference in the Registration Statement and the
            Final Prospectus;

                        2.    with respect to the period subsequent to March 31,
            2004, there were any changes, at a specified date not more than five
            days prior to the date of the letter, in the long-term debt of the
            Company and its Subsidiaries or capital stock of the Company or
            decreases in the stockholders' equity of the Company as compared
            with the amounts shown on the March 31,2004 consolidated balance
            sheet included or incorporated by reference in the Registration
            Statement and the Final Prospectus, or for the period from March 31,
            2004 to such specified date there were any decreases, as compared
            with the corresponding period in the preceding year in net revenues
            or income before income taxes or in total or per share amounts of
            net income of the Company and its Subsidiaries, except in all
            instances for changes or decreases set forth in such letter, in
            which case the letter shall be accompanied by an explanation by the
            Company as to the significance thereof unless said explanation is
            not deemed necessary by the Underwriter;

                        3.    the information included or incorporated by
            reference in the Registration Statement and Final Prospectus in
            response to Regulation S-K, Item 301 (Selected Financial Data), Item
            302 (Supplementary Financial Information) , Item 402 (Executive
            Compensation) and Item 503 (d) (Ratio of Earnings to Fixed Charges)
            is not in conformity with the applicable disclosure requirements of
            Regulation S-K; and

                  (iii) they have performed certain other specified procedures
      as a result of which they determined that certain information of an
      accounting, financial or statistical nature (which is limited to
      accounting, financial or statistical information derived from

                                       19



      the general accounting records of the Company and its Subsidiaries) set
      forth in the Registration Statement and the Final Prospectus, including
      the information incorporated by reference in the Registration Statement
      and the Final Prospectus from Items 1, 2, 6, 7 and 11 of the Company's
      Annual Report on Form 10-K for the year ended December 31, 2003, and = the
      information incorporated by reference in the Registration Statement and
      the Final Prospectus from the "Management's Discussion and Analysis of
      Financial Condition and Results of Operations" included in the Company's
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 agrees
      with the accounting records of the Company and its Subsidiaries, excluding
      any questions of legal interpretation.

      References to the Final Prospectus in this paragraph (f) include any
supplement thereto at the date of the letter.

            (g)   The Company shall have requested and caused Cawley, Gillespie
& Associates, Inc. to have furnished to the Underwriter, at the Execution Time
and at each Closing Date, letters (which may refer to letters previously
delivered to the Underwriter), dated respectively as of the Execution Time and
as of each Closing Date, in form and substance satisfactory to the Underwriter.

            (h)   Subsequent to the Execution Time or, if earlier, the dates as
of which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or decrease specified in the
letter or letters referred to in paragraphs (f) and (g) of this Section 6 or
(ii) any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), earnings, business or
properties of the Company and its Subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Final Prospectus (exclusive of any supplement
thereto) the effect of which, in any case referred to in clause (i) or (ii)
above, is, in the reasonable judgment of the Underwriter, so material and
adverse as to make it impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto).

            (i)   Prior to each Closing Date, the Company shall have furnished
to the Underwriter such further information, certificates and documents as the
Underwriter may reasonably request.

            (j)   Prior to the First Closing Date, the Securities shall have
been listed for trading on the Nasdaq National Market, and satisfactory evidence
of such actions shall have been provided to the Underwriter.

            (k)   At the Execution Time, the Company shall have furnished to the
Underwriter a letter substantially in the form of Exhibit A hereto from each
executive officer and director of the Company.

      If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and

                                       20



certificates mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Underwriter and counsel for the Underwriter, this Agreement and all obligations
of the Underwriter hereunder may be canceled at, or at any time prior to, the
First Closing Date or the Second Closing Date, as the case may be, by the
Underwriter. Notice of such cancellation shall be given to the Company in
writing or by telephone or facsimile confirmed in writing.

      The documents required to be delivered by this Section 6 shall be
delivered at the office of Andrews Kurth LLP, counsel for the Underwriter, at
8:00 a.m. (Austin, Texas time), on the First Closing Date or the Second Closing
Date, as the case may be.

      7.    Reimbursement of Underwriter's Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriter set forth in Section 6 hereof is not satisfied,
other than the condition set forth in Section 6(h)(ii) if such condition is not
satisfied as a result of event or condition that is industry wide and not
specific to the Company, because of any termination pursuant to Section 9(i)
hereof or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriter, the Company will
reimburse the Underwriter on demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been reasonably
incurred by them in connection with the proposed purchase and sale of the
Securities.

      8.    Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless the Underwriter, the directors, officers, employees
and agents of the Underwriter and each person who controls the Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or in any amendment
thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Underwriter specifically for inclusion therein. This indemnity agreement
will be in addition to any liability that the Company may otherwise have.

            (b)   The Underwriter agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity to
the Underwriter, but only with reference to written

                                       21



information relating to such Underwriter furnished to the Company by or on
behalf of such Underwriter specifically for inclusion in the documents referred
to in the foregoing indemnity. This indemnity agreement will be in addition to
any liability that the Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the paragraph on the cover page regarding
delivery of the Securities and, under the heading "Underwriting," the paragraph
related to stabilization in the Final Prospectus constitute the only information
furnished in writing by or on behalf of the Underwriter for inclusion in the
Final Prospectus.

            (c)   Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party in its reasonable discretion. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including one
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them,
(iii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

            (d)   In the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient for any reason to hold
harmless an indemnified party for the types of indemnified losses specified in
those sections, the Company and the Underwriter agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and the Underwriter may be subject
in such

                                       22



proportion as is appropriate to reflect the relative benefits received by the
Company and by the Underwriter from the offering of the Securities; provided,
however, that in no case shall the Underwriter be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities
purchased by the Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company and
the Underwriter shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company and
of the Underwriter in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by the Company, and
benefits received by the Underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company on the one hand or the
Underwriter on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriter agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation that does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person who controls the Underwriter within the meaning of
either the Act or the Exchange Act and each director, officer, employee and
agent of the Underwriter shall have the same rights to contribution as the
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

      9.    Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to the Company prior to
delivery of and payment for the Firm Stock, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the Nasdaq National Market, (ii) trading in securities generally
on the New York Stock Exchange or the American Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on the New
York Stock Exchange or the Nasdaq National Market (other than minimum prices
required by the New York Stock Exchange or Nasdaq National Market to maintain
eligibility for listing or trading on such exchange or market), (iii) a banking
moratorium shall have been declared either by Federal or New York State
authorities or if any material disruption in commercial banking or securities
settlement or clearance services shall have occurred or (iv) there shall have
occurred any outbreak or escalation of hostilities or acts of terrorism
involving the United States, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on financial
markets is such as to make it, in the sole judgment of the Underwriter,
impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectus (exclusive of any supplement
thereto).

                                       23



      10.   Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriter set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

      11.   Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be mailed,
delivered or telefaxed to Scott Cook, Raymond James & Associates, Inc., 880
Carillon Parkway, St. Petersburg, Florida 33716, (facsimile: (727) 573-8274),
with a copy to Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002
(facsimile: (713) 220-4285); or, if sent to the Company, will be mailed,
delivered or telefaxed to Eugene Shepherd at 6300 Bridge Point Parkway, Building
2, Suite 500, Austin TX 78730 (facsimile: 512-427-3400), with a copy to Thompson
& Knight L.L.P., Attention Michael Titens, 1700 Pacific Avenue, Suite 3300,
Dallas, Texas 75201 (facsimile: (214) 969-1751).

      12.   Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

      13.   Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.

      14.   Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement. A facsimile signature of a
party shall have the same legal effect as an original signature when delivered
to the other party.

      15.   Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.

      16.   Definitions. The terms that follow, when used in this Agreement,
shall have the meanings indicated.

      "Act" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

      "Basic Prospectus" shall mean the prospectus referred to in paragraph 1(a)
above contained in the Registration Statement at the Effective Date including
any Preliminary Final Prospectus.

      "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

                                       24



      "Commission" shall mean the Securities and Exchange Commission.

      "Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or becomes effective.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

      "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

      "Final Prospectus" shall mean the prospectus supplement relating to the
Securities that was first filed pursuant to Rule 424(b) after the Execution
Time, together with the Basic Prospectus.

      "Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Final Prospectus, together
with the Basic Prospectus.

      "Registration Statement" shall mean the registration statement referred to
in paragraph 1(a) above, including exhibits and financial statements, as amended
at the Execution Time (or, if not effective at the Execution Time, in the form
in which it shall become effective) and, in the event any post-effective
amendment thereto or any Rule 462(b) Registration Statement becomes effective
prior to the First Closing Date, shall also mean such registration statement as
so amended or such Rule 462(b) Registration Statement, as the case may be. Such
term shall include any Rule 430A Information deemed to be included therein at
the Effective Date as provided by Rule 430A.

      "Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refers to such rules
under the Act.

      "Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.

      "Rule 462(b) Registration Statement" shall mean a registration statement
and any amendments thereto filed pursuant to Rule 462(b) relating to the
offering covered by the registration statement referred to in Section 1(a)
hereof.

                                       25



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the Underwriter.

                                     Very truly yours,

                                     Brigham Exploration Company

                                     By:    /s/ EUGENE B. SHEPHERD, JR.
                                         ----------------------------------
                                         Name:  Eugene B. Shepherd, Jr.
                                         Title: Executive Vice President
                                                and Chief Financial Officer


The foregoing Agreement is hereby
confirmed and accepted as of the date
first set forth above.

Raymond James & Associates, Inc.

By:    /s/ MIKE AMES
    -------------------------------
    Name:  Mike Ames
    Title: Managing Director

                    Signature Page to Underwriters Agreement



                                   SCHEDULE I

                   Underwriting Agreement dated July 23, 2004

                      Registration Statement No. 333-116390

                     Title, Purchase Price and Description:



                              Title:                                    Common Stock
                                                                  
         Number of shares of Firm Stock to be sold by the Company:          2,300,000

         Number of shares of Option Stock to be sold by the                   345,000
         Company:

         Price to Public per Share (include accrued                             $8.90
         dividends, if any)

         Price to Public -- total:                                        $20,470,000

         Underwriting Discount per Share:                                 $      0.31

         Underwriting Discount -- total:                                  $   713,000

         Proceeds to Company per Share:                                   $      8.59

         Proceeds to Company -- total:                                    $19,757,000

         Other provisions:                                                       None

         First Closing Date, Time and Location:                      Wednesday, July 28, 2004
                                                                     Andrews Kurth LLP
                                                                     111 Congress
                                                                     Suite 1700
                                                                     Austin, Texas

         Second Closing Location:                                    Andrews Kurth LLP
                                                                     111 Congress
                                                                     Suite 1700
                                                                     Austin, Texas

Type of Offering:                                                    Equity Offering

Date referred to in Section 5(v) after which the                     45 days after the note hereof
Company may offer or sell securities issued or
guaranteed by the Company without the consent of
the Underwriter:

Modification of items to be covered by the letter                                None
from PricewaterhouseCoopers, LLP delivered
pursuant to Section 6 (f) at the Execution Time:




                                   SCHEDULE II

                                  SUBSIDIARIES

                             Brigham Oil & Gas, L.P.
                                  Brigham, Inc.
                             Brigham Holdings I, LLC
                            Brigham Holdings II, LLC



                                    EXHIBIT A

                            FORM OF LOCK-UP AGREEMENT

                                                                   July 23, 2004

Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716

Re: Public Offering of Common Stock of Brigham Exploration Company

Ladies and Gentlemen:

      The undersigned, a holder of common stock ("Common Stock"), or rights to
acquire Common Stock, of Brigham Exploration Company (the "Company") understands
that the Company intends to sell approximately 2,300,000 shares of Common
Stock (the "Offering") pursuant to a Registration Statement (File Number
333-116390) on Form S-3 (the "Registration Statement") and amendments thereto,
filed with the Securities and Exchange Commission. The undersigned further
understands that you are contemplating entering into an Underwriting Agreement
with the Company in connection with the Offering.

      In order to induce the Company and you to enter into the Underwriting
Agreement and to proceed with the Offering, the undersigned agrees, for the
benefit of the Company and you that should the Offering by effected the
undersigned will not, without your prior written consent, directly or
indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to
sell, grant of an option to purchase or other disposition of any Common Stock
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by the undersigned on the date hereof or
hereafter acquired for a period of 45 days subsequent to the date of the
Underwriting Agreement, other than Common Stock to be sold in the Offering or
transferred as a gift or gifts (provided that any donee thereof agrees in
writing to be bound by the terms hereof).

      The undersigned, whether or not participating in the Offering, confirms
that he, she or it understands that the Underwriter and the Company will rely
upon the representations set forth in this agreement in proceeding with the
Offering. This agreement shall be binding on the undersigned and his, her or its
respective successors, heirs, personal representatives and assigns. The
undersigned agrees and consents to the entry and stop transfer instructions with
the Company's transfer agent against the transfer of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with this agreement.



      Notwithstanding anything herein to the contrary, this agreement shall
terminate, and shall be null and void and of no force or effect whatsoever,
unless the Offering shall have been consummated on or before the date that is
sixty days after the date hereof.

                                    Very truly yours,

                                    Signature:

                                    Printed Name:

                                    Dated: ______________, 2004

EX-99.2

                                                                    EXHIBIT 99.2


[BRIGHAM EXPLORATION COMPANY LOGO]                                  NEWS RELEASE
                                                           FOR IMMEDIATE RELEASE


BRIGHAM EXPLORATION ANNOUNCES SALE OF COMMON STOCK AND AN INCREASE IN ITS 2004
CAPITAL BUDGET

================================================================================

Austin, TX - July 23, 2004 -- Brigham Exploration Company (NASDAQ:BEXP)
announced today that it has agreed to issue and sell 2.3 million shares of its
common stock to the public at a price of $8.90 per share. In connection with the
common stock sale, Brigham announced that it has increased its 2004 capital
expenditure budget from $79.4 million to $89.9 million.

SALE OF COMMON STOCK

Brigham announced today that it has agreed to issue and sell 2.3 million shares
of its common stock to the public at a price of $8.90 per share. The shares are
being sold under Brigham's existing shelf registration statement, which was
declared effective by the Securities and Exchange Commission in June 2004. Net
proceeds from the offering, after underwriting discounts and other expenses,
will be approximately $20 million. Brigham intends to use the net proceeds from
the offering to fund the increase in its 2004 capital expenditure budget and
incremental capital expenditures in 2005, allowing the company to take advantage
of opportunities to retain larger working interests in wells and in 3-D seismic
programs, and for general corporate purposes. Pending such use, Brigham intends
to repay outstanding indebtedness under its senior credit facility.

Raymond James acted as sole underwriter for the offering. Brigham has granted
the underwriter a 30-day option to purchase up to 345,000 additional shares to
cover over-allotments, if any. When available, copies of the prospectus
supplement and accompanying prospectus may be obtained from the offices of
Raymond James 800 Carillon Parkway, St. Petersburg, Florida, 33716, phone
number: 727-567-2400.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities of Brigham, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

REVISED 2004 CAPITAL EXPENDITURE BUDGET

Brigham announced that it has increased its 2004 capital expenditure budget
approximately 13% to $89.9 million, up from the previously announced 2004
capital expenditure budget of $79.4 million. As part of its revised budget,
Brigham now plans to drill 65 wells in 2004 with an average working interest of
40%. Brigham's revised and initial budgets for 2004 are as follows:



                                               REVISED       INITIAL
                                                BUDGET        BUDGET    % CHANGE
                                                ------        ------    --------
                                                           (IN MILLIONS)

                                                                   
DRILLING ...............................         $68.5         $61.4        12%
NET LAND AND G&G .......................          15.1          12.0        26%
CAPITALIZED INTEREST AND G&A ...........           5.8           5.5         5%
OTHER NON-OIL & GAS ....................           0.5           0.5        --
                                                 -----         -----       ----
    TOTAL ..............................         $89.9         $79.4        13%
                                                 =====         =====       ====


THE AMOUNT AND ALLOCATION OF ACTUAL CAPITAL EXPENDITURES WILL DEPEND UPON A
NUMBER OF FACTORS, INCLUDING THE IMPACT OF OIL AND NATURAL GAS PRICES, VARIANCES
IN DRILLING AND SERVICE COSTS, THE TIMING OF OUR DRILLING WELLS AND VARIANCES IN
FORECASTED PRODUCTION.

         Bud Brigham, the Company's Chairman, CEO and President, stated, "We're
excited about the opportunities we've had to retain higher working interests in
a number of potentially impactful drilling projects, particularly in our
Vicksburg, Frio and Hunton focus plays, and we anticipate more of these
opportunities during the second half of 2004 and in 2005. We believe that these
incremental drilling projects, and their associated return on capital invested,
will make this equity transaction accretive for all of us as shareholders. In
addition, given our strong drilling results over the past four years in our very
important Frio focus play, we could not pass up the opportunity to retain
additional working interests in two Brigham operated proprietary 3-D acquisition
programs, giving us the flexibility to retain larger working interests in the
resulting 2005, 2006 and 2007 drilling projects."

ABOUT BRIGHAM EXPLORATION

         Brigham Exploration Company is a leading independent exploration and
production company that applies 3-D seismic imaging and other advanced
technologies to systematically explore and develop onshore domestic natural gas
and oil provinces. For more information about Brigham Exploration, please visit
our website at www.bexp3d.com or contact Investor Relations at 512-427-3444.

FORWARD LOOKING STATEMENT DISCLOSURE

         Except for the historical information contained herein, the matters
discussed in this news release are forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are based upon
current expectations. Important factors that could cause actual results to
differ materially from those in the forward looking statements include risks
inherent in exploratory drilling activities, the timing and extent of changes in
commodity prices, unforeseen engineering and mechanical or technological
difficulties in drilling wells, availability of drilling rigs, land issues,
federal and state regulatory developments and other risks more fully described
in the company's filings with the Securities and Exchange Commission. All
forward looking statements contained in this release, including any forecasts
and estimates, are based on management's outlook only as of the date of this
release, and we undertake no obligation to update or revise these forward
looking statements, whether as a result of subsequent developments or otherwise.

Contact: John Turner, Manager of Finance & Investor Relations
         (512) 427-3300