0000950123-04-014315 Sample Contracts

WARREN RESOURCES, INC. [ ] Shares of Common Stock* UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2004 • Warren Resources Inc • Oil & gas field exploration services • Ohio

KeyBanc Capital Markets, a division of McDonald Investments Inc. Jefferies & Company, Inc. Sanders Morris Harris As Representatives of the several Underwriters c/o McDonald Investments Inc. McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114

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