0001047469-05-004350 Sample Contracts

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FORM OF DEALER MANAGER AGREEMENT
Reef Global Energy Ventures II • February 22nd, 2005 • Texas
FORM OF ESCROW AGREEMENT
Escrow Agreement • February 22nd, 2005 • Reef Global Energy Ventures II • Texas

THIS ESCROW AGREEMENT is made and entered into as of the day of , 200 , by and among BANK OF TEXAS, N.A., a national banking association (the "Bank"); REEF OIL & GAS PARTNERS LLC, a Nevada limited liability company (the "Managing General Partner"), and the Managing General Partner of Reef Global Energy , L.P., a limited partnership to be formed under the laws of Nevada (the "Partnership"); and REEF SECURITIES, INC., a Texas corporation and the dealer manager (the "Dealer Manager") of the proposed securities offering of units of the Partnership.

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