<PAGE>
                                                                    EXHIBIT 10.4

                                ESCROW AGREEMENT

Wells Fargo Bank, N.A.
Corporate Trust Services Mail Code MAC S4101-22E
100 W. Washington Street, 22nd Floor
Phoenix, Arizona 85003

     Re: Cole Credit Property Trust II, Inc.

Ladies and Gentlemen:

COLE CREDIT PROPERTY TRUST II, INC., a Maryland corporation (the "Company"),
will issue in a public offering (the "Offering") shares of its common stock (the
"Stock") pursuant to a registration statement on Form S-11 filed by the Company
with the Securities and Exchange Commission. Cole Capital Corporation, an
Arizona corporation (the "Dealer Manager"), will act as dealer manager for the
offering of the Stock. The Company is entering into this agreement to set forth
the terms on which Wells Fargo Bank, N.A. (the "Escrow Agent"), will hold and
disburse the proceeds from subscriptions for the purchase of the Stock in the
Offering until such time as: (i) in the case of subscriptions received from all
nonaffiliates of the Company, the Company has received subscriptions for Stock
resulting in a total of 250,000 shares of common stock sold in the offering (the
"Required Capital"); and (ii) in the case of subscriptions received from
residents of Pennsylvania ("Pennsylvania Subscribers"), the Company has received
subscriptions for Stock from nonaffiliates of the Company resulting in total
minimum capital raised of $25,000,000 (the "Pennsylvania Required Capital").

The Company hereby appoints Wells Fargo Bank, N.A. as Escrow Agent for purposes
of holding the proceeds from the subscriptions for the Stock, on the terms and
conditions hereinafter set forth:

1. Until such time as the Company has received subscriptions for Stock resulting
in total minimum capital raised equal to the Required Capital and such funds are
disbursed from the Escrow Account in accordance with paragraph 3(a) hereof,
persons subscribing to purchase the Stock (the "Subscribers") will be instructed
by the Dealer Manager or any soliciting dealers to remit the purchase price in
the form of checks, drafts, wires, Automated Clearing House (ACH) or money
orders (hereinafter "instruments of payment") payable to the order of "Wells
Fargo Bank, N.A., Escrow Agent for Cole Credit Property Trust II, Inc." (after
subscriptions are received resulting in total minimum capital raised equal to
the Required Capital and such funds are disbursed from the Escrow Account in
accordance with paragraph 3(a) hereof, subscriptions shall continue to be so
submitted unless otherwise instructed by the Dealer Manager). Any checks, drafts
or money orders received made payable to a party other than the Escrow Agent (or
after the Required Capital is received, made payable to a party other than the
party designated by the Dealer Manager) shall be returned to the soliciting
dealer who submitted the check, draft or money order. Within one (1) business
day after receipt of instruments of payment from the Offering, the Dealer
Manager will (a) send to the Escrow Agent: each Subscriber's name, address,
executed IRS Form W-9, number of shares purchased, and purchase price remitted,
and (b) Escrow Agent will deposit the instruments of payment from such
Subscribers (the "Subscription Materials"), into an interest-bearing deposit
account entitled "Escrow Account for the Benefit of Subscribers for Common Stock
of Cole Credit Property Trust II, Inc." (the "Escrow Account"), which deposit
shall occur within one (1) business day after the Dealer Manager's receipt of
all the Subscription Materials, until such Escrow Account has closed pursuant to
paragraph 3(a) hereof. Instruments of payment received from Pennsylvania
Subscribers (as identified as such by the Company) shall be accounted for
separately in a subaccount entitled "Escrow Account for the Benefit of
Pennsylvania Subscribers" (the "Pennsylvania Escrow Account"), until such
Pennsylvania
<PAGE>
Escrow Account has closed pursuant to paragraph 3(a) hereof. Each of the Escrow
Account and the Pennsylvania Escrow Account will be established and maintained
in such a way as to permit the interest income calculations described in
paragraph 7.

2. The Escrow Agent agrees to promptly process for collection the instruments of
payment upon deposit into the Escrow Account or the Pennsylvania Escrow Account,
as applicable. Deposits shall be held in the Escrow Account or the Pennsylvania
Escrow Account until such funds are disbursed in accordance with paragraph 3
hereof. Prior to disbursement of the funds deposited in the Escrow Account or
the Pennsylvania Escrow Account, such funds shall not be subject to claims by
creditors of the Company or the Dealer Manager or any of their affiliates. If
any of the instruments of payment are returned to the Escrow Agent for
nonpayment prior to receipt of the Required Capital or, in connection with
subscriptions from Pennsylvania Subscribers, the Pennsylvania Required Capital,
the Escrow Agent shall promptly notify the Dealer Manager and the Company in
writing via mail, email or facsimile of such nonpayment, and is authorized to
debit the Escrow Account or the Pennsylvania Escrow Account, as applicable in
the amount of such returned payment as well as any interest earned on the amount
of such payment.

3. (a) (i) Subject to the provisions of subparagraphs 3(b)-3(f) below, once the
collected funds in the Escrow Account are an amount equal to or greater than the
Required Capital, the Escrow Agent shall promptly notify the Company and, upon
receiving written instruction from the Company, (A) disburse to the Company, by
check, ACH or wire transfer, the funds in the Escrow Account representing the
gross purchase price for the Stock, and (B) disburse to the Subscribers or the
Company, as applicable, any interest thereon pursuant to the provisions of
subparagraph 3(f). After such time the Escrow Account shall remain open and the
Company shall continue to cause subscriptions for the Stock that are not to be
deposited in the Pennsylvania Escrow Account to be deposited therein until the
Company informs the Escrow Agent in writing to close the Escrow Account, and
thereafter any subscription documents and instruments of payment received by the
Escrow Agent from Subscribers other than Pennsylvania Subscribers shall be
forwarded directly to the Company. For purposes of this Agreement, the term
"collected funds" shall mean all funds received by the Escrow Agent that have
cleared normal banking channels and are in the form of cash or cash equivalent.

          (ii) regardless of any release of funds from the Escrow Account, the
Company and the Dealer Manager shall continue to forward instruments of payment
and Subscription Materials received from Pennsylvania Subscribers for deposit
into the Pennsylvania Escrow Account to the Escrow Agent until such time as the
Company notifies the Escrow Agent in writing that total subscription proceeds
(including the amount then in the Pennsylvania Escrow Account) equal or exceed
the Pennsylvania Required Capital. Within five days, the Escrow Agent shall (A)
disburse to the Company, by check, ACH or wire transfer, the funds then in the
Pennsylvania Escrow Account representing the gross purchase price for the Stock,
and (B) disburse to the Pennsylvania Subscribers or the Company, as applicable,
any interest thereon pursuant to the provisions of subparagraph 3(f). Following
such disbursements, the Escrow Agent shall close the Pennsylvania Escrow
Account, and thereafter any Subscription Materials and instruments of payment
received by the Escrow Agent from Pennsylvania Subscribers shall be deposited
directly to the Escrow Account (or to the Company, if it has closed the Escrow
Account, as instructed in writing by the Company).

     (b) Within four business days of the close of business on the date that is
one year following commencement of the Offering (the "Expiration Date"), the
Escrow Agent shall promptly notify the Company if it is not in receipt of
evidence of Subscription Materials accepted on or before the Expiration Date,
and instruments of payment dated not later than that the Expiration Date, for
the purchase of at least the Required Capital (from all sources but exclusive of
any funds received from subscriptions for Stock from entities which the Company
has notified the Escrow Agent are affiliated with the Company). At


                                      -2-
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such time, the Escrow Agent shall promptly return directly to each Subscriber
the collected funds deposited in the Escrow Account and the Pennsylvania Escrow
Account on behalf of such Subscriber (unless earlier disbursed in accordance
with paragraph 3(c)), or shall return the instruments of payment delivered, but
not yet processed for collection prior to such time, together with interest in
the amounts calculated pursuant to paragraph 7 for each Subscriber at the
address provided by the Dealer Manager or the Company. Notwithstanding the
above, in the event the Escrow Agent has not received an executed IRS Form W-9
at such time for each Subscriber, the Escrow Agent shall remit an amount to the
Subscribers in accordance with the provisions hereof, withholding thirty percent
(30%) of any interest income on subscription proceeds (determined in accordance
with paragraph 7) attributable to each Subscriber for whom the Escrow Agent does
not possess an executed IRS Form W-9. However, the Escrow Agent shall not be
required to remit any payments until funds represented by such payments have
been collected.

     (c) Notwithstanding subparagraphs 3(a) and 3(b) above, if the Escrow Agent
is not in receipt of evidence of subscriptions accepted on or before the close
of business on such date that is 120 days after commencement of the Offering
(the Company will notify the Escrow Agent of the commencement date of the
Offering) (the "Initial Escrow Period"), and instruments of payment dated not
later than that date, for the purchase of Stock providing for total purchase
proceeds from all nonaffiliated sources that equal or exceed the Pennsylvania
Required Capital, the Escrow Agent shall promptly notify the Company.
Thereafter, the Company shall send to each Pennsylvania Subscriber by certified
mail within ten (10) calendar days after the end of the Initial Escrow period a
notification in the form of Exhibit A. If, pursuant to such notification, a
Pennsylvania Subscriber requests the return of his or her subscription funds
within ten (10) calendar days after receipt of the notification (the "Request
Period"), the Escrow Agent shall promptly refund directly to each Pennsylvania
Subscriber the collected funds deposited in the Pennsylvania Escrow Account on
behalf of such Pennsylvania Subscriber or shall return the instruments of
payment delivered, but not yet processed for collection prior to such time, to
the address provided by the Dealer Manager or the Company, together with
interest income in the amounts calculated pursuant to paragraph 7.
Notwithstanding the above, if the Escrow Agent has not received an executed IRS
Form W-9 is for such Pennsylvania Subscriber, the Escrow Agent shall thereupon
remit an amount to such Pennsylvania Subscriber in accordance with the
provisions hereof, withholding thirty percent (30%) of any interest income
earned on subscription proceeds (determined in accordance with paragraph 7)
attributable to such Pennsylvania Subscriber. However, the Escrow Agent shall
not be required to remit such payments until the Escrow Agent has collected
funds represented by such payments.

     (d) The subscription funds of Pennsylvania Subscribers who do not request
the return of their subscription funds within the Request Period shall remain in
the Pennsylvania Escrow Account for successive 120-day escrow periods (a
"Successive Escrow Period"), each commencing automatically upon the termination
of the prior Successive Escrow Period, and the Company and Escrow Agent shall
follow the notification and payment procedure set forth in subparagraph 3(c)
above with respect to the Initial Escrow Period for each Successive Escrow
Period until the occurrence of the earliest of (i) the Expiration Date, (ii) the
receipt and acceptance by the Company of subscriptions for the purchase of Stock
with total purchase proceeds that equal or exceed the Pennsylvania Required
Capital and the disbursement of the Pennsylvania Escrow Account on the terms
specified herein, or (iii) all funds held in the Pennsylvania Escrow Account
having been returned to the Pennsylvania Subscribers in accordance with the
provisions hereof.

     (e) If the Company rejects any subscription for which the Escrow Agent has
collected funds, the Escrow Agent shall, upon the written request of the
Company, promptly issue a refund to the rejected Subscriber. If the Company
rejects any subscription for which the Escrow Agent has not yet collected funds
but has submitted the Subscriber's check for collection, the Escrow Agent shall
promptly return the funds in the amount of the Subscriber's check to the
rejected Subscriber after such funds have been


                                      -3-
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collected. If the Escrow Agent has not yet submitted a rejected Subscriber's
check for collection, the Escrow Agent shall promptly remit the Subscriber's
check directly to the Subscriber.

     (f) At any time after funds are disbursed upon the Company's acceptance of
subscriptions pursuant to subparagraph 3(a) above on the tenth (10th) day
following the date of such acceptance, the Escrow Agent shall promptly provide
directly to each Subscriber the amount of the interest payable to the
Subscribers; provided that the Escrow Agent is in possession of such
Subscriber's executed IRS Form W-9. In the event an executed IRS Form W-9 is not
received for each Subscriber the Escrow Agent shall remit an amount to the
Subscribers in accordance with the provisions hereof, withholding thirty percent
(30%) of any interest income on subscription proceeds (determined in accordance
with paragraph 7) attributable to those Subscribers for whom the Escrow Agent
does not possess an executed IRS Form W-9. However, the Escrow Agent shall not
be required to remit any payments until the Escrow Agent has collected funds
represented by such payments. The forgoing notwithstanding, interest, if any,
earned on accepted subscription proceeds will be payable to a Subscriber only if
the Subscriber's funds have been held in escrow by the Escrow Agent for at least
35 days; interest, if any, earned on accepted subscription proceeds of
Subscribers' funds held less than 35 days will be payable to the Company.

     In the event that instruments of payment are returned for nonpayment, the
Escrow Agent is authorized to debit the Escrow Account or the Pennsylvania
Escrow Account, as applicable, in accordance with paragraph 2 hereof.

4. The Escrow Agent shall provide to the Company weekly statements (or more
frequently as reasonably requested by the Company) on the account balance in
each of the Escrow Account and the Pennsylvania Escrow Account, and the activity
in such accounts since the last report.

5. Prior to the disbursement of funds deposited in the Escrow Account or the
Pennsylvania Escrow Account in accordance with the provisions of paragraph 3
hereof, the Escrow Agent shall invest all of the funds deposited as well as
earnings and interest derived therefrom in the Escrow Account or the
Pennsylvania Escrow Account, as applicable, in the "Short-Term Investments"
specified below at the written direction of the Company, unless the costs to the
Company for the making of such investment are reasonably expected to exceed the
anticipated interest earnings from such investment in which case the funds and
interest thereon shall remain in the respective escrow account until the balance
in the respective escrow account reaches the minimum amount necessary for the
anticipated interest earnings from such investment to exceed the costs to the
Company for the making of such investment, as determined by the Company based
upon applicable interest rates.

     "Short-Term Investments" include obligations of, or obligations guaranteed
by, the United States government or bank money-market accounts or certificates
of deposit of national or state banks that have deposits insured by the Federal
Deposit Insurance Corporation (including certificates of deposit of any bank
acting as a depository or custodian for any such funds) which mature on or
before the Expiration Date, unless such instrument cannot be readily sold or
otherwise disposed of for cash by the Expiration Date without any dissipation of
the offering proceeds invested. Without limiting the generality of the
foregoing, Exhibit B hereto sets forth specific Short-Term Investments that
shall be deemed permissible investments hereunder.

The following securities are not permissible investments:

     (a)  money market funds;

     (b)  corporate equity or debt securities;

     (c)  repurchase agreements;

     (d)  bankers' acceptances;


                                      -4-
<PAGE>
     (e)  commercial paper; and

     (f)  municipal securities.

It is hereby expressly agreed and stipulated by the parties hereto that the
Escrow Agent shall not be required to exercise any discretion hereunder and
shall have no investment or management responsibility and, accordingly, shall
have no duty to, or liability for its failure to, provide investment
recommendations or investment advice to the parties hereto. It is the intention
of the parties hereto that the Escrow Agent shall never be required to use,
advance or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or the exercise of any of its rights and powers
hereunder.

6. The Escrow Agent is entitled to rely upon written instructions received from
the Company, unless the Escrow Agent has actual knowledge that such instructions
are not valid or genuine; provided that, if in the Escrow Agent's opinion, any
instructions from the Company are unclear, the Escrow Agent may request
clarification from the Company prior to taking any action, and if such
instructions continue to be unclear, the Escrow Agent may rely upon written
instructions from the Company's legal counsel in distributing or continuing to
hold any funds. However, the Escrow Agent shall not be required to disburse any
funds attributable to instruments of payment that have not been processed for
collection, until such funds are collected and then shall disburse such funds in
compliance with the disbursement instructions from the Company.

7. If the Offering terminates prior to receipt of the Required Capital, or one
or more Pennsylvania Subscribers elects to have his or her subscription returned
in accordance with paragraph 3, interest income earned on subscription proceeds
deposited in the Escrow Account (the "Escrow Income"), or the Pennsylvania
Escrow Account (the "Pennsylvania Escrow Income"), as applicable, shall be
remitted to Subscribers, or to the Company if the applicable Subscriber's funds
have been held in escrow by the Escrow Agent for less than 35 days, in
accordance with paragraph 3 and without any deductions for escrow expenses. The
Company shall reimburse the Escrow Agent for all escrow expenses. The Escrow
Agent shall remit all such Escrow Income and Pennsylvania Escrow Income in
accordance with paragraph 3. If the Company chooses to leave the Escrow Account
open after receiving the Required Capital then it shall make regular acceptances
of subscriptions therein, but no less frequently than monthly, and the Escrow
Income from the last such acceptance shall be calculated and remitted to the
Subscribers or the Company, as applicable, pursuant to the provisions of
paragraph 3(d).

8. The Escrow Agent shall receive compensation from the Company as set forth in
Exhibit C attached hereto.

9. In performing any of its duties hereunder, the Escrow Agent shall not incur
any liability to anyone for any damages, losses, or expenses, except for willful
misconduct, breach of trust, or gross negligence. Accordingly, the Escrow Agent
shall not incur any such liability with respect to any action taken or omitted
(a) in good faith upon advice of the Escrow Agent's counsel given with respect
to any questions relating to the Escrow Agent duties and responsibilities under
this Agreement, or (b) in reliance upon any instrument, including any written
instrument or instruction provided for in this Agreement, not only as to its due
execution and validity and effectiveness of its provisions but also as to the
truth and accuracy of information contained therein, which the Escrow Agent
shall in good faith believe to be genuine, to have been signed or presented by a
proper person or persons and to conform to the provisions of this Agreement.

10. The Company hereby agrees to indemnify and hold the Escrow Agent harmless
against any and all losses, claims, damages, liabilities, and expenses,
including reasonable attorneys' fees and disbursements, that may be imposed on
or incurred by the Escrow Agent in connection with acceptance of appointment as
the Escrow Agent hereunder, or the performance of the duties hereunder,
including any


                                      -5-
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litigation arising from this Agreement or involving the subject matter hereof,
except where such losses, claims, damages, liabilities, and expenses result from
willful misconduct, breach of trust, or gross negligence.

11. In the event of a dispute between the parties hereto sufficient in the
Escrow Agent's discretion to justify doing so, the Escrow Agent shall be
entitled to tender into the registry or custody of any court of competent
jurisdiction all money or property in its hands under this Agreement, together
with such legal pleadings as deemed appropriate, and thereupon be discharged
from all further duties and liabilities under this Agreement. In the event of
any uncertainty as to the duties hereunder, the Escrow Agent may refuse to act
under the provisions of this Agreement pending order of a court of competent
jurisdiction and shall have no liability to the Company or to any other person
as a result of such action. Any such legal action may be brought in such court,
as the Escrow Agent shall determine to have jurisdiction thereof. The filing of
any such legal proceedings shall not deprive the Escrow Agent of its
compensation earned prior to such filing.

12. All communications and notices required or permitted by this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or by messenger or by overnight delivery service or when received via telecopy
or other electronic transmission, in all cases addressed to the person for whom
it is intended at such person's address set forth below or to such other address
as a party shall have designated by notice in writing to the other party in the
manner provided by this paragraph:

     (a)  if to the Company:

          Cole Credit Property Trust II, Inc.
          2555 E. Camelback Road, Suite 400
          Phoenix, Arizona 85016
          Fax: (602) 778-8780
          Attention: Blair D. Koblenz

     (b)  if to the Dealer Manager:

          Cole Capital Corporation
          2555 E. Camelback Road, Suite 400
          Phoenix, Arizona 85016
          Fax: (602) 778-8780
          Attention: Blair D. Koblenz

     (c)  if to the Escrow Agent:

          Wells Fargo Bank, N.A.
          Corporate Trust Services, Mail Code MAC S4101-22E
          100 W. Washington Street, 22nd Floor
          Phoenix, Arizona 85003
          Fax: (602) 378-2333
          Attention: Brenda D. Black

Each party hereto may, from time to time, change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other parties.

13. This Agreement shall be governed by the laws of the State of Arizona as to
both interpretation and performance without regard to the conflict of laws rules
thereof.


                                      -6-
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14. The provisions of this Agreement shall be binding upon the legal
representatives, successors, and assigns of the parties hereto.

15. The Company and the Dealer Manager hereby acknowledge that Wells Fargo Bank,
N.A. is serving as Escrow Agent only for the limited purposes herein set forth,
and hereby agree that they will not represent or imply that, by serving as
Escrow Agent hereunder or otherwise, have investigated the desirability or
advisability of investment in the Company or have approved, endorsed, or passed
upon the merits of the Stock or the Company, nor shall they use the name of the
Escrow Agent in any manner whatsoever in connection with the offer or sale of
the Stock other than by acknowledgment that is has agreed to serve as Escrow
Agent for the limited purposes herein set forth.

16. This Agreement and any amendment hereto may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed to be an
original.

17. Except as otherwise required for subscription funds received from
Pennsylvania Subscribers as provided herein, in the event that the Dealer
Manager receives instruments of payment after the Required Capital has been
received and the proceeds of the Escrow Account have been distributed to the
Company, the Escrow Agent is hereby authorized to deposit such instruments of
payment within one (1) business day to any deposit account as directed by the
Company. The application of said funds into a deposit account or to forward such
funds directly to the Company, in either case directed by the Company shall be a
full acquittance to the Escrow Agent, who shall not be responsible for the
application of said funds thereafter.

18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement
and shall not be bound by or incur any liability with respect to any other
agreements or understanding between any other parties, whether or not the Escrow
Agent has knowledge of any such agreements or understandings.

19. Indemnification provisions set forth herein shall survive the termination of
this Agreement.

20. In the event that any part of this Agreement is declared by any court or
other judicial or administrative body to be null, void, or unenforceable, said
provision shall survive to the extent it is not so declared, and all of the
other provisions of this Agreement shall remain in full force and effect.

21. Unless otherwise provided in this Agreement, final termination of this
Escrow Agreement shall occur on the date that all funds held in the Escrow
Account and the Pennsylvania Escrow Account are distributed either (a) to the
Company or to Subscribers and the Company has informed the Escrow Agent in
writing to close the Escrow Account and the Pennsylvania Escrow Account pursuant
to paragraph 3 hereof or (b) to a successor escrow agent upon written
instructions from the Company.

22. The Escrow Agent has no responsibility for accepting, rejecting, or
approving subscriptions. The Escrow Agent shall complete an OFAC search, in
compliance with its policy and procedures, of each subscription check prior to
depositing the check in the Escrow Account or the Pennsylvania Escrow Account
and shall inform the Company if a subscription check fails the OFAC search. The
Dealer Manager shall provide a copy of each subscription check in order that the
Escrow Agent may perform such OFAC search.

23. This Agreement shall not be modified, revoked, released, or terminated
unless reduced to writing and signed by all parties hereto, subject to the
following paragraph.


                                      -7-
<PAGE>
If, at any time, any attempt is made to modify this Agreement in a manner that
would increase the duties and responsibilities of the Escrow Agent or to modify
this Agreement in any manner which the Escrow Agent shall deem undesirable, or
at any other time, the Escrow Agent may resign by providing written notice to
the Company and until (a) the acceptance by a successor escrow agent as shall be
appointed by the Company; or (b) thirty (30) days after such written notice has
been given, whichever occurs sooner, the Escrow Agent's only remaining
obligation shall be to perform its duties hereunder in accordance with the terms
of the Agreement.

24. The Escrow Agent may resign at any time from its obligations under this
Escrow Agreement by providing written notice to the Company. Such resignation
shall be effective on the date specified in such notice, which shall be not less
than thirty (30) days after such written notice has been given. The Escrow Agent
shall have no responsibility for the appointment of a successor escrow agent.

25. The Escrow Agent may be removed for cause by the Company by written notice
to the Escrow Agent effective on the date specified in such written notice. The
removal of the Escrow Agent shall not deprive the Escrow Agent of its
compensation earned prior to such removal.

                            [Signature page follows]


                                      -8-
<PAGE>
Agreed to as of the ___ day of _________, 200__.

                                        COLE CREDIT PROPERTY TRUST II, INC.


                                        By:
                                            ------------------------------------
                                           Christopher H. Cole
                                           Chief Executive Officer and President


                                        COLE CAPITAL CORPORATION


                                        By:
                                            ------------------------------------
                                           Blair D. Koblenz
                                           President

The terms and conditions contained above are hereby accepted and agreed to by:

WELLS FARGO BANK, N.A. AS ESCROW AGENT


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                      -9-
<PAGE>
                                    EXHIBIT A

                  [Form of Notice to Pennsylvania Subscribers]

You have tendered a subscription to purchase shares of common stock of Cole
Credit Property Trust II, Inc. (the "Company"). Your subscription is currently
being held in escrow. The guidelines of the Pennsylvania Securities Commission
do not permit the Company to accept subscriptions from Pennsylvania residents
until an aggregate of $25,000,000 of gross offering proceeds have been received
by the Company. The Pennsylvania guidelines provide that until this minimum
amount of offering proceeds is received by the Company, every 120 days during
the offering period Pennsylvania Subscribers may request that their subscription
be returned.

If you wish to continue your subscription in escrow until the Pennsylvania
minimum subscription amount is received, nothing further is required.

If you wish to terminate your subscription for the Company's common stock and
have your subscription returned please so indicate below, sign, date, and return
to the Escrow Agent, Wells Fargo Bank, N.A., at Corporate Trust Services Mail
Code MAC S4101-22E, 100 W. Washington Street, 22nd Floor, Phoenix, Arizona
85003.

I hereby terminate my prior subscription to purchase shares of common stock of
Cole Credit Property Trust II, Inc. and request the return of my subscription
funds. I certify to Cole Credit Property Trust II, Inc. that I am a resident of
Pennsylvania.


                                        Signature:
                                                   -----------------------------

                                        Name:
                                              ----------------------------------
                                                        (please print)

                                        Date:
                                              ----------------------------------

Please send the subscription refund to:

---------------------------------------

---------------------------------------

---------------------------------------

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<PAGE>
                                    EXHIBIT B

                         PERMISSIBLE ESCROW INVESTMENTS

(i)  Bank accounts;

(ii) Bank money-market accounts;

(iii) Short time certificates of deposit issued by a bank; and

(iv) Short-term securities issued or guaranteed by the U.S. government
<PAGE>
                                    EXHIBIT C

                            ESCROW AGENT COMPENSATION

                                [TO BE PROVIDED]