TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (the Agreement), made as of the              day of                     , 2006, is by and among Constellation Energy Partners LLC, a Delaware limited liability company (the Company), and Constellation Energy Group, Inc., a Maryland corporation (Constellation).

WHEREAS, subject to the terms hereof, Constellation desires to grant the Company, and the Company desires to take from Constellation, a limited license to use certain marks in connection with the Companys business.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (each, a Party and together, the Parties) agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Defined Terms. Capitalized terms used, but not defined herein, shall have the meanings given them in the LLC Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth below:

Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person.

Agreement means this Agreement, as it may be amended from time to time.

Business Day means any day that is not a Saturday, Sunday or day on which banks are authorized by law to close in the States of Maryland or Texas.

Closing Date means the date of the closing of the initial public offering, pursuant to the Prospectus, of Common Units.

Company has the meaning set forth in the above preamble.

Conflicts Committee has the meaning given such term in the LLC Agreement.

Constellation has the meaning set forth in the above preamble.

LLC Agreement means the Second Amended and Restated Operating Agreement of the Company, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement. An amendment or modification to the LLC Agreement subsequent to the Closing Date shall be given effect for the purposes of this Agreement only if it has received the approval that would be required pursuant to Section 4.10 hereof if such amendment or modification were an amendment or modification of this Agreement.

Marks means all trademarks, tradenames, logos and service marks identified on Exhibit A.

Person means any individual, corporation, partnership, business trust, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Proceedings means all proceedings, actions, claims, suits and notices of investigations by or before any arbitrator or Governmental Authority.

Prospectus means the final prospectus, dated October     , 2006, relating to the initial public offering of common units representing Class B limited liability company interests in the Company, as filed with Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933.

Term means the period from the Closing Date through the date upon which the right of the holder or holders of the Class A Units to elect Class A Managers pursuant to Section 11.8(e) of the LLC Agreement is terminated.

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