Exhibit
      10(b)

     

    


    


    ESCROW
      AGREEMENT 

    


    ATLAS
      RESOURCES PUBLIC #17-2008(B) L.P.

     

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ATLAS
      RESOURCES PUBLIC #17-2008(B) L.P.

    


    ESCROW
      AGREEMENT

    


    



      THIS
        AGREEMENT is
        made
        to be effective as of ______________, 2008, by and among Atlas Resources,
        LLC, a
        Pennsylvania limited liability company (the “Managing General Partner”), Anthem
        Securities, Inc., a Pennsylvania corporation (“Anthem”), the “Dealer-Manager,”
Atlas Resources Public #17-2008(B) L.P., a Delaware limited partnership (the
        “Partnership”) and National City Bank, as escrow agent (the “Escrow Agent”).



     

    WITNESSETH:

     


      WHEREAS,
        the
        Managing General Partner intends to offer publicly for sale to qualified
        investors (the “Investors”) up to 23,645 investor general partner interests and
        up to 9.1 limited partner interests in the Partnership (the
“Units”).


     

    WHEREAS,
      each
      Investor will be required to pay his subscription in full on subscribing by
      check or wire (the “Subscription Proceeds”).

     

    WHEREAS,
      the
      cost per Unit will be $10,000 subject to certain discounts of up to 10% ($1,000
      per Unit) for sales to the Managing General Partner, its officers, directors
      and
      affiliates, registered investment advisors and their clients, Selling Agents
      and
      their registered representatives and principals, and investors who buy Units
      through the officers and directors of the Managing General Partner. Larger
      subscriptions are permitted in $1,000 increments.

     


      WHEREAS,
        the
        Managing General Partner and Anthem have executed an agreement (“Anthem
        Dealer-Manager Agreement”) under which Anthem will solicit subscriptions for
        Units in all states on a “best efforts” “all or none” basis for Subscription
        Proceeds of $2,000,000 and on a “best efforts” basis for the remaining Units on
        behalf of the Managing General Partner and the Partnership and under which
        Anthem has been authorized to select certain members in good standing of
        the
        Financial Industry Regulatory Authority (“FINRA”), previously known as the
        National Association of Securities Dealers, Inc., to participate in the offering
        of the Units (“Selling Agents”).


     

    WHEREAS,
      the
      Anthem Dealer-Manager Agreement, the “Dealer-Manager Agreement,” provides for
      compensation to the Dealer-Manager to participate in the offering of the Units,
      subject to the discounts set forth above for certain Investors, which
      compensation includes, but is not limited to, for each Unit sold: 

     

    
      	 	
              ·

            	
              a
                2.5% Dealer-Manager fee;

            


    

     

    
      	 	
              ·

            	
              a
                7% sales commission; and

            


    

     

    
      	 	
              ·

            	
              an
                up to .5% reimbursement of the Selling Agents’ bona fide due diligence
                expenses;

            


    

     

    all
      or a
      portion of which will be reallowed to the Selling Agents and
      wholesalers.

     

    WHEREAS,
      under
      the terms of the Dealer-Manager Agreement the Subscription Proceeds are required
      to be held in escrow subject to the receipt and acceptance by the Managing
      General Partner of the minimum Subscription Proceeds of $2,000,000, excluding
      any optional subscription by the Managing General Partner, its officers,
      directors, and Affiliates.

     

    WHEREAS,
      the
      Units may also be offered and sold by the officers and directors of the Managing
      General Partner without receiving a sales commission or other compensation
      on
      their sales.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    WHEREAS,
      no
      subscriptions to the Partnership will be accepted after the “Offering
      Termination Date,” which is the first to occur of either:

     


      
        	 	
                ·

              	
                receipt
                  of the maximum Subscription Proceeds of $236,541,000; or
                  

              


      


     


      
        	 	
                ·

              	
                December
                  31, 2008.

              


      


     

    WHEREAS,
      to
      facilitate compliance with the terms of the Dealer-Manager Agreement and Rule
      15c2-4 adopted under the Securities Exchange Act of 1934, the Managing General
      Partner and the Dealer-Manager desire to have the Subscription Proceeds
      deposited with the Escrow Agent and the Escrow Agent agrees to hold the
      Subscription Proceeds under the terms and conditions set forth in this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and conditions contained in this
      Agreement, the parties to this Agreement, intending to be legally bound, agree
      as follows:

     

    
      	
              1.

            	
              Appointment
                of Escrow Agent.
                The Managing General Partner, the Partnership, and the Dealer-Manager
                appoint the Escrow Agent as the escrow agent to receive and to hold
                the
                Subscription Proceeds deposited with the Escrow Agent by the
                Dealer-Manager and the Managing General Partner under this Agreement,
                and
                the Escrow Agent agrees to serve in this capacity during the term
                and
                based on the provisions of this
                Agreement.

            


    

     


      
        	
                2.

              	
                Deposit
                  of Subscription Proceeds.
                  Pending receipt of the minimum Subscription Proceeds of $2,000,000,
                  the
                  Dealer-Manager and the Managing General Partner shall deposit the
                  Subscription Proceeds of each Investor to whom they sell Units
                  with the
                  Escrow Agent and shall deliver to the Escrow Agent a copy of the
                  “Subscription Agreement,” which is the execution and subscription
                  instrument signed by the Investor to evidence his agreement to
                  purchase
                  Units in the Partnership and mailing address and wire transfer
                  account
                  number information, if any. In this regard, the Selling Agents
                  shall
                  promptly transmit any and all checks received by them from Investors
                  and
                  the original executed Subscription Agreement to the Dealer-Manager
                  by noon
                  of the next business day following receipt of the check by them.
                  By noon
                  of the next business day following the Dealer-Manager’s receipt of the
                  check and the original executed subscription documents, the Dealer-Manager
                  shall transmit the check and a copy of the executed Subscription
                  Agreement
                  and mailing address to the Escrow Agent. In the event of a wire
                  transfer,
                  the wire transferred funds will be sent directly from the subscriber
                  to
                  the Escrow Agent and the Subscription Agreement, along with the
                  wire
                  transfer account number information will be sent as set forth
                  above.

              


      


     


      Payment
        for each subscription for Units shall be in the form of a check or wire made
        payable to the Escrow Agent as follows: “National City Bank, Escrow Agent, Atlas
        Resources Public #17-2008(B) L.P.,” pending receipt of the Partnership’s minimum
        Subscription Proceeds of $2,000,000.


     


      
        	
                3.

              	
                Investment
                  of Subscription Proceeds.
                  The Subscription Proceeds in the escrow account (“Escrow Account”) shall
                  be deposited in an interest bearing account maintained by the Escrow
                  Agent
                  as directed by the Managing General Partner. This may be a savings
                  account, bank money market account, short-term certificates of
                  deposit
                  issued by a bank, or short-term certificates of deposit issued
                  or
                  guaranteed by the United States government. The interest and income
                  earned
                  shall be added to the Subscription Proceeds and disbursed in accordance
                  with the provisions of Paragraph 4 or 5 of this Agreement, as the
                  case may
                  be.

              


      


     

    
      	
              4.

            	
              Distribution
                of Subscription Proceeds.
                If the Escrow Agent:

            


    

     


      
        	 	
                (a)

              	
                receives
                  proper signed written Distribution of Subscription Proceeds notice
                  from an
                  authorized officer of the Managing General Partner that at least
                  the
                  minimum Subscription Proceeds of $2,000,000 have been received
                  and
                  accepted by the Managing General Partner; and


              


      


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              determines
                that Subscription Proceeds for at least $2,000,000 are Distributable
                Subscription Proceeds; 

            


    

     


      then
        the
        Escrow Agent shall promptly release and distribute to the Managing General
        Partner the Distributable Subscription Proceeds plus any interest paid and
        investment income earned on the Subscription Proceeds while held by the Escrow
        Agent in the escrow account (“Initial Distribution”). For purposes of the
        Agreement, “Distributable Subscription Proceeds” are Subscription Proceeds which
        have been deposited in the escrow account (1) by wire transfer; and (2) by
        check, but in the case of checks only after a three day period from the date
        of
        deposit. 


     

    After
      the occurrence of 4(a) and (b) above, Escrow Agent will provide a letter to
      the
      Managing General Partner confirming receipt of checks and/or wires representing
      Subscription Proceeds totaling at least $2,000,000 have been received and the
      anticipated date the funds will be considered Distributable Subscription
      Proceeds. 

     

    After
      the
      initial distribution, any remaining Subscription Proceeds, plus any interest
      paid and investment income earned on the Subscription Proceeds while held by
      the
      Escrow Agent in the escrow account, shall be promptly released and distributed
      to the Managing General Partner by the Escrow Agent as the Subscription Proceeds
      become Distributable Subscription Proceeds after a 10 day period from the date
      of deposit. 

     


      The
        Managing General Partner shall immediately return to the Escrow Agent, upon
        written request by Escrow Agent, any Subscription Proceeds distributed to
        the
        Managing General Partner or refunded to an Investor to the extent that such
        Subscription Proceeds were paid by a check which is returned or otherwise
        not
        collected for any reason prior or subsequent to termination of this
        Agreement.


     


      
        	
                5.
                  

              	
                Separate
                  Partnership Account.
                  During the continuation of the offering after the Partnership is
                  funded
                  with cleared Subscription Proceeds of at least $2,000,000 and the
                  Escrow
                  Agent receives the Distribution of Subscription Proceeds notice
                  described
                  in Paragraph 4 of this Agreement in good order, and before the
                  Offering
                  Termination Date, any additional Subscription Proceeds may be deposited
                  by
                  the Dealer-Manager and the Managing General Partner directly in
                  a separate
                  Partnership account which shall not be subject to the terms of
                  this
                  Agreement.

              


      


     

    
      	
              6.

            	
              Distributions
                to Subscribers.

            


    

     


      
        	 	
                (a)
                  

              	
                If
                  the Partnership is not funded as contemplated because less than
                  the
                  minimum Subscription Proceeds of $2,000,000 have been received
                  and
                  accepted by the Managing General Partner by twelve (12:00) p.m.
                  (noon),
                  local time, EASTERN STANDARD TIME on the Offering Termination Date,
                  or for
                  any other reason, then the Managing General Partner shall notify
                  the
                  Escrow Agent in writing, and the Escrow Agent promptly shall distribute
                  to
                  each Investor, for which Escrow Agent has (1) a copy of the Investor’s
                  Subscription Agreement with mailing address and wire transfer information,
                  (2) received Subscription Proceeds, and (3) become Distributable
                  Subscription Proceeds, a refund check made payable to the Investor
                  in an
                  amount equal to the Subscription Proceeds of the Investor, plus
                  any
                  interest paid or investment income earned on the Investor’s Subscription
                  Proceeds while held by the Escrow Agent in the Escrow
                  Account.

              


      


     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     


      
        	 	
                (b)
                  

              	
                If
                  a subscription for Units submitted by an Investor is rejected by
                  the
                  Managing General Partner for any reason after such Subscription
                  Proceeds
                  relating to the subscription have been deposited with the Escrow
                  Agent
                  into the Escrow Account and the amount of time has passed which
                  would
                  usually be sufficient for Subscription Proceeds paid by check to
                  have
                  returned unpaid by the bank on which the check was drawn and after
                  a three
                  day period from the date of deposit, then the Managing General
                  Partner
                  promptly shall notify in writing, the Escrow Agent of the rejection,
                  and
                  the Escrow Agent shall promptly distribute to the Investor for
                  which
                  Escrow Agent has a copy of the Investor’s Subscription Agreement with
                  mailing address and wire transfer information, (2) received Subscription
                  Proceeds, and (3) become Distributable Subscription Proceeds, a
                  refund
                  check made payable to the Investor in an amount equal to the Subscription
                  Proceeds of the Investor, plus any interest paid or investment
                  income
                  earned on the Investor’s Subscription Proceeds while held by the Escrow
                  Agent in the escrow account.

              


      


     


      
        	 	
                (c)
                  

              	 


      


     


      
        	
                7.

              	
                Compensation
                  and Expenses of Escrow Agent.
                  The Managing General Partner shall be solely responsible for and
                  shall pay
                  the compensation of the Escrow Agent for its services under this
                  Agreement, as provided in Appendix 1 to this Agreement and made
                  a part of
                  this Agreement, and the charges, expenses, disbursements and advances
                  (including any reasonable attorneys’ fees), and other out-of-pocket
                  expenses incurred by the Escrow Agent in connection with the
                  administration of the provisions of this Agreement. The Escrow
                  Agent shall
                  have no lien on the Subscription Proceeds deposited in the escrow
                  account
                  unless and until the Partnership is funded with cleared Subscription
                  Proceeds of at least $2,000,000 and the Escrow Agent receives the
                  proper
                  written notice described in Paragraph 4 of this Agreement, at which
                  time
                  the Escrow Agent shall have, and is granted, a prior lien on any
                  property,
                  cash, or assets held under this Agreement, with respect to its
                  unpaid
                  compensation and nonreimbursed expenses, superior to the interests
                  of any
                  other persons or entities.

              


      


     


      
        	
                8.

              	
                Duties
                  of Escrow Agent.
                  The Escrow Agent shall not be obligated to accept any notice, make
                  any
                  delivery, or take any other action under this Agreement unless
                  the notice
                  or request or demand for delivery or other action is in writing
                  and given
                  or made by and signed by the Managing General Partner or an authorized
                  officer of the Managing General Partner. In no event shall the
                  Escrow
                  Agent be obligated to accept any notice, request, or demand from
                  anyone
                  other than the Managing General
                  Partner.

              


      


     


      
        	
                9.

              	
                Liability
                  of Escrow Agent.
                  The Escrow Agent shall not be liable for any damages, or have any
                  obligations other than the duties prescribed in this Agreement
                  in carrying
                  out or executing the purposes and intent of this Agreement. However,
                  nothing in this Agreement shall relieve the Escrow Agent from liability
                  arising out of its own willful misconduct or gross negligence.
                  The Escrow
                  Agent’s duties and obligations under this Agreement shall be entirely
                  administrative and not discretionary and shall under no circumstances
                  be
                  deemed a fiduciary for any of the parties to this Agreement. The
                  Escrow
                  Agent shall not be liable to any party to this Agreement or to
                  any
                  third-party as a result of any action or omission taken or made
                  by the
                  Escrow Agent in good faith. The parties to this Agreement will
                  jointly and
                  severally indemnify the Escrow Agent, hold the Escrow Agent harmless,
                  and
                  reimburse the Escrow Agent from, against and for, any and all liabilities,
                  costs, damages, fees and expenses (including reasonable attorney’s fees)
                  (collectively, “Losses”) the Escrow Agent may suffer or incur by reason of
                  its execution and performance of this Agreement (including, but
                  not
                  limited to, Losses incurred by the Escrow Agent in connection with
                  its
                  successful defense, in whole or in part, of any claim of gross
                  negligence
                  or willful misconduct on its part). Escrow Agent shall not be liable
                  for
                  any action taken and believed by it to be authorized or within
                  the rights
                  or powers conferred upon it by this Agreement, and 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. The foregoing
                  indemnities in this paragraph will survive the resignation or substitution
                  of the Escrow Agent or the termination of this Agreement).
                  

              


      


     


      The
        Escrow Agent shall be protected in acting or refraining from acting upon
        any
        written notice, instruction, request, waiver, consent, authorization, or
        other
        paper or document furnished to it hereunder for which the Escrow Agent, in
        good
        faith, believes to be genuine, to have been signed or presented by the proper
        party or parties, and to be what it purports to be.


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    If
      there
      is any disagreement between any of the parties to this Agreement, or between
      them or any other person, resulting in adverse claims or demands being made
      in
      connection with this Agreement, or if the Escrow Agent, in good faith, is in
      doubt as to what action it should take under this Agreement, then the Escrow
      Agent may, at its option, refuse to comply with any claims or demands on it
      or
      refuse to take any other action under this Agreement, so long as the
      disagreement continues or the doubt exists. In any such event, the Escrow Agent
      shall not be or become liable in any way or to any person for its failure or
      refusal to act and the Escrow Agent shall be entitled to continue to so refrain
      from acting until the dispute is resolved by the parties involved.

     

    National
      City Bank is acting solely as the Escrow Agent and is not a party to, nor has
      it
      reviewed or approved any agreement or matter of background related to this
      Agreement, other than this Agreement itself, and has assumed, without
      investigation, the authority of the individuals executing this Agreement to
      be
      so authorized on behalf of the party or parties involved. This
      Agreement sets forth all matters pertinent to the duties contemplated hereunder,
      and no additional obligations of the Escrow Agent shall be inferred from the
      terms of this Agreement or any other agreement.

     

    
      	
              10.

            	
              Resignation
                or Removal of Escrow Agent/Merger.
                The Escrow Agent may resign as such after giving thirty days’ prior
                written notice to the other parties to this Agreement. Similarly,
                the
                Escrow Agent may be removed and replaced after receiving thirty days’
                prior written notice from the other parties to this Agreement. In
                either
                event, the duties of the Escrow Agent shall terminate thirty days
                after
                the date of the notice (or as of an earlier date as may be mutually
                agreeable); and the Escrow Agent shall then deliver the balance of
                the
                Subscription Proceeds (and any interest paid or investment income
                earned
                thereon while held by the Escrow Agent in the escrow account) in
                its
                possession to a successor escrow agent appointed by the other parties
                to
                this Agreement as evidenced by a written notice filed with the Escrow
                Agent. 

            


    

     

    If
      the
      other parties to this Agreement are unable to agree on a successor escrow agent
      or fail to appoint a successor escrow agent before the expiration of thirty
      days
      following the date of the notice of the Escrow Agent’s resignation or removal,
      then the Escrow Agent may petition any court of competent jurisdiction for
      the
      appointment of a successor escrow agent or other appropriate relief. Any
      resulting appointment shall be binding on all of the parties to this
      Agreement.

     

    On
      acknowledgment by any successor escrow agent of the receipt of the then
      remaining balance of the Subscription Proceeds (and any interest paid or
      investment income earned thereon while held by the Escrow Agent in the escrow
      account), the Escrow Agent shall be fully released and relieved of all duties,
      responsibilities, and obligations under this Agreement.

     


      In
        the event that the bank acting as Escrow Agent
        merges or consolidates with another bank or sells or transfers all or
        substantially all of its assets or trust business, then the successor or
        resulting bank shall be the Escrow Agent hereunder without the necessity
        of
        further action or the execution of any document, so long as such successor
        or
        resulting bank meets the requirements of a successor escrow agent
        hereunder.


     

    
      	
              11.

            	
              Termination.
                This Agreement shall terminate and the Escrow Agent shall have no
                further
                obligation with respect to this Agreement after the distribution
                of all
                Subscription Proceeds (and any interest paid or investment income
                earned
                thereon while held by the Escrow Agent in the escrow account) as
                contemplated by this Agreement or on the written consent of all the
                parties to this Agreement.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              12.

            	
              Notice.
                Any notices or instructions, or both, to be given under this Agreement
                shall be validly given if set forth in writing and mailed by certified
                mail, return receipt requested, or by facsimile with confirmation
                of
                receipt (originals to be followed in the mail), or by a nationally
                recognized overnight courier, as
                follows:

            


    

     

    If
      to the
      Escrow Agent:

     


      National
        City Bank


    c/o
      Allegiant Institutional Services 

    200
      Public Square, 5th
      Floor

    Cleveland,
      Ohio 44114

     


      Attention:
        Dawn DeWerth


     


      Phone:
        (216) 222-9225



      Facsimile:
        (216) 222-7545


     

    If
      to the
      Managing General Partner:

     

    Atlas
      Resources, LLC


      Westpointe
        Corporate Center One



      1550
        Coraopolis Heights Road, 2nd
        Floor


    P.O.
      Box
      611

    Moon
      Township, Pennsylvania 15108

     

    Attention:
      Karen A. Black

     

    Phone:
      (412) 262-2830

    Facsimile:
      (412) 262-7430

     

    If
      to
      Anthem:

     

    Anthem
      Securities, Inc.


      Westpointe
        Corporate Center One



      1550
        Coraopolis Heights Road, 2nd
        Floor


    P.O.
      Box
      926

    Moon
      Township, Pennsylvania 15108

     

    Attention:
      Justin T. Atkinson

     

    Phone:
      (412) 262-1680

    Facsimile:
      (412) 262-7430

     

    Any
      party
      may designate any other address to which notices and instructions shall be
      sent
      by notice duly given in accordance with this Agreement.

     


      Notices
        shall not be deemed to be received by the Escrow Agent until actual receipt
        thereof.


     

    
      	13.	
              Miscellaneous.

            


    

     

    
      	 	
              (a)
                

            	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the Commonwealth of
                Pennsylvania.

            


    

     

    
      	 	
              (b)
                

            	
              This
                Agreement shall be binding on and shall inure to the benefit of the
                undersigned and their respective successors and
                assigns.

            


    

     

    
      	 	
              (c)
                

            	
              This
                Agreement may be executed in multiple copies, each executed copy
                to serve
                as an original.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     


      Any
        reference to “Dollars” or “$” is a reference to lawful money of the United
        States of America and all deposits and payments made hereunder or pursuant
        to
        the terms hereof shall be in U.S. dollars.


     

    
      	
              14.

            	
              Acknowledgements.
                The parties hereto and subscribers acknowledge Escrow Agent has not
                reviewed and is not making any recommendations with respect to the
                securities offered. During the escrow period, the proceeds from the
                offering are not subject to claims by creditors, by the Partnership,
                the
                Partnership’s affiliates, the escrow agent, or by the selling agents until
                the proceeds have been released to the Partnership pursuant to the
                terms
                of this Agreement.

            


    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement to be effective as of the day and
      year first above written.

     

    

        
          	 	 	 
	 	
                  NATIONAL
                    CITY BANK

                  As
                    Escrow Agent

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Dawn
                  DeWerth, Administrator
	 	 


        


    

    

       

      
        	 	 	 
	 	
                ATLAS
                  RESOURCES, LLC

                A
                  Pennsylvania limited liability company

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Karen
                A. Black, Vice President - Partnership
                Administration
	 	 


      

      
         

        
          	 	 	 
	 	
                  ANTHEM
                    SECURITIES, INC.

                  A
                    Pennsylvania corporation

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Justin
                  T. Atkinson, President
	 	 


        

        
           

          
            	 	 	 
	 	ATLAS
                    RESOURCES
                    PUBLIC #17-2008(B) L.P.
	 
 	 
 	 
 
	 	By:	ATLAS RESOURCES, LLC
                    Managing
                      General Partner

                  
	 	 	 
	 	By:  	 
	 	
                    
Karen
                    A. Black, Vice President - Partnership
                    Administration
	 	 


          

           

          
            
               

            

            
              7

              
                

              

            

            
               

            

          

        

      

    

    


    APPENDIX
      I TO ESCROW AGREEMENT

    


    Compensation
      for Services of Escrow Agent

    

      


      


      
        	
                REVIEW
                  AND ACCEPTANCE FEE:

              	 	
                $
                  waived

              


      

      


      For
        providing initial review of the Escrow Agreement and all supporting documents
        and for initial services associated with establishing the Escrow Account.
        This
        is a one (1) time fee payable upon the opening of the account.

      



        
          	
                  I.

                	
                  Annual
                    Administrative Fee Payable in Advance

                	
                  $3,000.00

                
	 	
                  (or
                    any portion thereof)

                	 


        


      


      
        	
                II.

              	
                Remittance
                  of checks returned to subscribers

              	
                20.00

              
	 	
                (set
                  out in section 6 of the governing agreement)

              	 


      

      


      
        	
                III.
                  

              	
                Wire
                  transfers

              	
                n/a

              


      

      
        



          
            	
                    IV.
                      

                  	
                    Bank
                      Account Fees for investment of amounts in the accounts that
                      the Managing
                      General Partner directs the Escrow Agent to open under the
                      Agreement
                      (checking or savings accounts, or certificates of deposit offered
                      by any
                      National City Bank). 

                  


          


         

      

      EXTRAORDINARY
        SERVICES:

      


      For
        any
        services other than those covered by the aforementioned, a special per hour
        charge will be made commensurate with the character of the service, time
        required and responsibility involved. Such services include but are not limited
        to excessive administrative time, attendance at closings, specialized reports,
        and record keeping, unusual certifications, etc.

      
 

      FEE
        SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT THERETO.
        

      


      
        
           

        

        
          8