0001193125-03-063373 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • October 17th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

THIS ADVISORY AGREEMENT, dated as of October , 2003, is between WELLS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (the “Company”), and WELLS CAPITAL, INC., a Georgia corporation (the “Advisor”).

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AGREEMENT OF LIMITED PARTNERSHIP OF WELLS OPERATING PARTNERSHIP II, L.P.
Agreement • October 17th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Delaware

Wells Operating Partnership II, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of July 17, 2003. This Agreement of Limited Partnership is entered into this day of , 2003 between Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “General Partner”) and the Limited Partner(s) set forth on Exhibit A hereto (the “Agreement”).

WELLS REAL ESTATE INVESTMENT TRUST II, INC. Up to 785,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 17th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia
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