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Exhibit 10.1    
    


 
 

FORM OF
  ESCROW AGREEMENT    
    


        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, L.P., a Nevada limited partnership (the "Managing General
Partner"), and the Managing General Partner of Reef 200            -            Drilling Partnership, 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. 


 
 

I. RECITALS    
    


        1.1    The Agreement.    The Managing General Partner has prepared an offering prospectus
("Prospectus") on behalf of the Partnership pertaining to the offer and subscription for partnership interest in the Partnership
("Units") aggregating $    ,000,000, upon the terms and subject to the conditions set forth in the Prospectus which, among other things,
provides that each person desiring to subscribe for Units will be required to forward to the Dealer Manager a check payable to the order of "Bank of Texas, N.A., Escrow Agent for Reef
200            -            Drilling Partnership, L.P.," in an amount equal to his subscription to the Partnership. 


        1.2    Purpose Hereof.    The Bank, the Managing General Partner (for itself and the Partnership) and the Dealer
Manager hereby enter into this Escrow Agreement. 


 
 

II. ESCROW PROVISIONS    
    


        2.1    Appointment of Bank.    The Bank is hereby appointed Escrow Agent to hold and dispose of all funds paid by
subscribers ("Escrow Funds") for Units or reservations for such Units, as hereinafter provided. 



        2.2    Deposit and Receipt of Funds.    



        (a)   The
Dealer Manager shall deposit promptly all checks received by it in payment of subscriptions in an escrow account entitled "Bank of Texas, N.A., Escrow Agent for Reef
200            -            Drilling Partnership, L.P.," established at the Bank, for the purpose of this Escrow Agreement.
Concurrently with the delivery of such deposits to the Bank, the
Dealer Manager shall supply the Bank and the Managing General Partner with the name, mailing address and a completed Form W9/W8 for each subscriber. The Bank shall hold the proceeds of said checks
(the "Escrow Funds") in escrow until disbursements therefrom are directed as set forth in Paragraph 2.4. 


        (b)   The
Managing General Partner and Dealer Manager shall each execute and deliver to the Escrow Agent a certificate of incumbency substantially in the form of  Exhibit A hereto for the purpose of
establishing the identity of the representatives of the Managing General Partner and Dealer Manager entitled
to issue instructions or directions to the Escrow Agent on behalf of each such party. In the event of any change in the identity of such representatives, a new certificate of incumbency shall be
executed and delivered to the Escrow Agent by the appropriate party. Until such time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall be fully protected in
relying without inquiry on any then current incumbency certificate on file with the Escrow Agent. 


        (c)   The
Managing General Partner, Partnership and Dealer Manager shall each furnish the Escrow Agent with a completed Form W-8 or
Form W-9, as applicable. 




        2.3    Investment of Funds.    The Escrow Funds shall be invested only in short term institutional investments
including bank accounts, insured bank money market accounts or certificates of deposit 







 

issued
by a bank. The interest earned shall be added to the Escrow Funds and disbursed in accordance with the provisions of Paragraph 2.4 or 2.10, as the case may be. Unless directed otherwise
by the Managing General Partner, the Escrow Funds shall be invested in The American Performance U.S. Treasury Fund. 


        2.4    Disbursement of Escrow Funds.    At such time as (i) checks representing subscriptions for at least 40
Units ($1,000,000) shall have been deposited with the Bank, without regard to Units subscribed for by the Managing General Partner or its affiliates, and (ii) funds for at least $1,000,000
shall have been collected by the Bank, upon receipt by the Bank of written instructions from the Managing General Partner and the Dealer Manager informing the Bank of the date of closing with respect
to the Partnership, the Bank will deliver to the Managing General Partner certified, or official bank or trust checks drawn on the Escrow Funds to the orders and in the amounts set forth in the
aforementioned instructions. The Bank shall not disburse any Escrow Funds to the Partnership until at least $1,000,000 in collected funds have been deposited in the Escrow Account. All such
disbursement instructions shall be unconditional and shall not impose any duties upon the Bank other than that of disbursing Escrow Funds in a designated amount to a particular party. In the event
that any funds, including cleared funds, deposited in the Escrow Account prove uncollectible after the funds represented thereby have been released by the Escrow Agent pursuant to this Agreement, the
Managing General Partner shall immediately reimburse the Escrow Agent upon request for the face amount of such check or checks, together with reasonable and customary charges and expenses related
thereto, and the Escrow Agent shall deliver the returned checks or other instruments to the Managing General Partner. The Managing General Partner acknowledges that its obligation in the preceding
sentence shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. 


        2.5    Return of Escrow Funds to Subscribers.    Before, at or following the closing, the Managing General Partner may
separately instruct the Bank in writing to return to any subscriber so specified by the Managing General Partner an amount equal to the total amount of Units subscribed for, together with interest
attributable thereto, if any, as calculated by the Managing General Partner. 


        2.6    Bank's Responsibility.    The Bank's sole responsibility shall be for the safekeeping of the Escrow Funds, the
deposit of the Escrow Funds pursuant to Paragraph 2.3 and the disbursement thereof in accordance with Paragraph 2.4, 2.5 or 2.10, and the Bank shall not be required to take any other
action with reference to any matters which might arise in connection with the Escrow Funds or this Escrow Agreement. The Bank may act upon any written instruction or other instrument which the Bank in
good faith believes to be genuine and what it purports to be. THE BANK SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY IT IN GOOD FAITH AND BELIEVED TO BE AUTHORIZED OR WITHIN THE RIGHTS OR POWERS
CONFERRED UPON IT BY THIS ESCROW AGREEMENT OR FOR ANYTHING WHICH THE BANK MAY DO OR REFRAIN FROM DOING IN CONNECTION HEREWITH UNLESS THE BANK IS GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO
EVENT SHALL THE ESCROW AGENT BE LIABLE TO THE MANAGING GENERAL PARTNER, PARTNERSHIP OR THE DEALER MANAGER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR LOSS OF
BUSINESS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Bank may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the opinion of such counsel, except actions of gross negligence or willful misconduct. The Bank is not a party to, nor is it bound by, nor
need it give consideration to the terms or provisions of, even though it may have knowledge of, (i) any agreement or undertaking between the Managing General Partner and any other party or
parties, except for this Escrow Agreement, (ii) any agreement or undertaking which may be evidenced or disclosed by this Escrow Agreement or the Prospectus, or (iii) any other agreement
that may now or in the future be deposited with the Bank in connection with this Escrow Agreement. The Bank has no duty to 


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determine
or inquire into any happening or occurrence or any performance or failure of performance of the Managing General Partner or any other party with respect to agreements or arrangements with
each other or with any other party or parties. The Bank shall have no responsibility or liability for any diminution in value of any assets held hereunder which may result from any investments or
reinvestment made in accordance with any provision which may be contained herein. The Bank shall be under no obligation to invest the deposited funds or the income generated thereby until it has
received a Form W-9 or W-8, as applicable, from the Managing General Partner, Partnership, Dealer Manager and subscribers, regardless of whether such party is exempt
from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended. 


        2.7    Possible Disagreements.    If any disagreement should arise between the parties hereto or with any other party
with respect to the Escrow Funds or this Escrow Agreement or if the Bank in good faith is in doubt as to what action should be taken hereunder, the Bank shall have the absolute right at its election
to do either or both of the following: (i) withhold or stop all further performance under this Escrow Agreement and all instructions received in connection herewith until the Bank is satisfied
that such disagreement has been resolved, or (ii) file a suit in interpleader and obtain an order from a court of appropriate jurisdiction requiring all persons involved to litigate in
such court their respective claims arising out of or in connection with the Escrow Funds. 


        2.8    Indemnity To Bank.    THE MANAGING GENERAL PARTNER AND DEALER MANAGER JOINTLY AND SEVERALLY AGREE TO INDEMNIFY
AND HOLD THE BANK HARMLESS AGAINST AND FROM ANY AND ALL COSTS, EXPENSES, CLAIMS, LOSSES, LIABILITIES
AND DAMAGES (INCLUDING REASONABLE ATTORNEYS' FEES) THAT MAY ARISE OUT OF OR IN CONNECTION WITH THE BANK'S ACTING AS ESCROW AGENT UNDER THE TERMS OF THIS ESCROW AGREEMENT, EXCEPT IN THOSE INSTANCES
WHERE THE BANK HAS BEEN GUILTY OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND INDEMNIFICATION SHALL SURVIVE THE BANK'S RESIGNATION OR REMOVAL, OR THE TERMINATION OF THE AGREEMENT. AT THE REQUEST OF
THE BANK, THE MANAGING GENERAL PARTNER SHALL CAUSE THE PARTNERSHIP, ONCE IT IS FORMED, TO ENTER INTO THIS COVENANT TO INDEMNIFY THE BANK. 


        2.9    Compensation.    The Bank shall be entitled to compensation for its services hereunder as per  Exhibit B attached hereto, which is made a part hereof, and for reimbursement of its out-of-pocket expenses including,
but not by way of limitation, the fees and costs of attorneys or agents that it may find necessary to engage in performance of its duties hereunder, all to be paid by the Managing General Partner. At
such time as the required minimum of 40 Units ($1,000,000), without regard to Units subscribed for by the Managing General Partner or its affiliates, shall have been collected and be disbursable to
the Managing General Partner, the Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets of the Escrow Account, with respect to its unpaid fees and
nonreimbursed expenses, superior to the interests of any other persons or entities. At such time as the required minimum of 40 Units ($1,000,000), without regard to Units subscribed for by the
Managing General Partner or its affiliates, shall have been collected and be disbursable to the Managing General Partner, the Bank shall be entitled to and is hereby granted the right to set off and
deduct any unpaid fees and/or nonreimbursed expenses from amounts on deposit in the Escrow Funds. 


        2.10    Return of Escrow Funds.    If the required minimum of 40 Units ($1,000,000), without regard to Units
subscribed for by the Managing General Partner or its affiliates, are not subscribed for and accepted by the Managing General Partner prior to December 31, [2007 or 2008, as
appropriate], [or in the case of a Partnership offered during 2009, on                        , 2009,] the Bank will promptly
return to subscribers from the Escrow Funds an
amount equal to the principal amount of Units subscribed for together with interest attributable thereto where appropriate. 


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        2.11    Effective Date and Termination.    This Escrow Agreement shall become effective on the date of this agreement.
All of the provisions of this Escrow Agreement shall be fully performed and this Escrow Agreement shall terminate by the disbursement of all Escrow Funds as herein set out. 


        2.12    Statements.    During the term of this Agreement, the Escrow Agent shall provide the Dealer Manager with
monthly statements containing the beginning balance in the escrow account as well as all principal and income transactions for the statements period. Dealer Manager shall be responsible for
reconciling these statements. The Escrow Agent shall be forever released and discharged from all liability with respect to the accuracy of such statements and the transactions listed therein, except
with
respect to any such act or transaction as to which the Dealer Manager shall within 90 days after the furnishing of the statement file written objections with the Escrow Agent. 


        2.13    Notices and Communications.    All notices and communications hereunder shall be in writing and shall be
deemed to be duly given if sent by registered mail, return receipt requested, as follows: 




Bank
of Texas, N.A.

9520 N. May Avenue

Suite 110

Oklahoma City, OK 73120

Attn.: Sue Shipman

Telephone: 405.936.3901

Facsimile: 405.936.3964 


Reef
Oil & Gas Partners, L.P.

1901 N. Central Expressway

Suite 300

Richardson, Texas 75080

Telephone: 972.437.6792

Facsimile: 972.994.0369 


Reef
Securities, Inc.

1901 N. Central Expressway

Suite 400

Richardson, Texas 75080

Telephone: 972.437.6895

Facsimile: 972.994.0369 





        2.14    Resignation.    The Bank may resign and be discharged from its duties or obligations hereunder by giving
notice in writing of such resignation specifying a date when such resignation shall take place. 



        2.15    Entire Agreement.    This instrument evidences the entire agreement between the Bank, the Partnership, the
Managing General Partner and the Dealer Manager. 


        2.16    Applicable Law.    This agreement shall be construed and enforced according to the laws of the State of Texas,
and the provisions herein administered in accordance with such laws. 


        2.17    Approval of Offering.    The Bank is acting solely as Escrow Agent and has not reviewed or approved the
offering of the Units, nor is it required to review or approve the offering of the Units or the economic viability of the Partnership, nor any other matters relating to the sale of the Units other
than this Agreement. 


        2.18.    Tax Matters.    



        (a)   Preparation and Filing of Tax Returns. The Managing General Partner is required to prepare and file any and all income or
other tax returns applicable to the Escrow Funds with the 



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Internal
Revenue Service and all required state and local departments of revenue in all years income is earned in any particular tax year as and to the extent required under the provisions of the
Code. 


        (b)   Unrelated Transactions. The Escrow Agent shall have no responsibility for the preparation of and/or filing of any tax or
information return with respect to any transaction, whether or not related to this Agreement or a related agreement, that occurs outside the Escrow Funds. 




        WITNESS
THE EXECUTION OF THIS ESCROW AGREEMENT, as of the date first above written. 



	

 	

BANK OF TEXAS, N.A.
	

 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	

REEF OIL & GAS PARTNERS, L.P.

individually and as Managing General Partner of Reef 200    -    Drilling Partnership, L.P.
	

 	

By: Reef Oil & Gas Partners, GP, LLC,

Its general partner
	

 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	

REEF SECURITIES, INC.
	

 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    





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EXHIBIT A    
    


 
 

CERTIFICATE OF INCUMBENCY    
    


        The undersigned,                        ,
of                        , hereby certifies that the following named officers are duly appointed, qualified and acting in the
capacity
set forth opposite his/her name, and the following signature is the true and genuine signature of said officer. 



	Name	 	Title	 	Signature
	 	 	 	 	 
	
	 	
	 	

	 	 	 	 	 
	
	 	
	 	

	 	 	 	 	 
	
	 	
	 	







        Such
officers are hereby authorized to furnish the Escrow Agent with directions relating to any matter concerning this Escrow Agreement and the funds and/or property held pursuant
thereto. 


        IN
WITNESS WHEREOF,                        has caused this Certificate of Incumbency to be executed by its officer duly authorized
this                        day
of                        , 200    .
 



	

 	
[Name of Party]
	

 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    





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EXHIBIT B    
    


 
 

SCHEDULE OF ESCROW AGENT FEES    
    


Annual Administration Fee:            $3,500 


Out-of-pocket Expenses: 



Expenses for extraordinary services, such as, but not limited to, travel, legal, securities delivery and legal notice publication will be billed
additionally.


Additional Terms and Conditions:  


In the event the escrow is not funded, the Annual Administration Fee and all related expenses will not be refunded. The flat fee covers a full year in advance, or any part
thereof, and is not pro-rated in the year of termination.


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Exhibit 10.1


FORM OF ESCROW AGREEMENT

I. RECITALS

II. ESCROW PROVISIONS

EXHIBIT A

CERTIFICATE OF INCUMBENCY

EXHIBIT B

SCHEDULE OF ESCROW AGENT FEES