0001193125-05-203494 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • October 19th, 2005 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

THIS ADVISORY AGREEMENT, dated as of October __, 2005, 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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WELLS REAL ESTATE INVESTMENT TRUST II, INC. FORM OF DEALER MANAGER AGREEMENT October , 2005
Dealer Manager Agreement • October 19th, 2005 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “Company”), has registered for public sale 300,000,000 shares of its common stock in a primary offering (the “Primary Offering Shares”) and 600,000 shares to be offered pursuant to the Company’s dividend reinvestment plan (collectively, the “Offering”). These shares were registered on Form S-11 (333-125643). The Company desires for Wells Investment Securities, Inc. (the “Dealer Manager”) to act as its agent in connection with the offer and sale of the foregoing shares (the “Shares”) to the public.

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