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                                                                   EXHIBIT 10(a)




                                PROPOSED FORM OF

                                ESCROW AGREEMENT

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                                                                   EXHIBIT 10(a)

                          ATLAS AMERICA PUBLIC #10 LTD.

                                ESCROW AGREEMENT


       THIS AGREEMENT, made to be effective as of the _____ day of _________,
2001, by and among Atlas Resources, Inc., a Pennsylvania corporation (the
"Managing General Partner"), Anthem Securities, Inc., a Pennsylvania corporation
("Anthem"), Bryan Funding, Inc., a Pennsylvania corporation ("Bryan Funding"),
collectively Anthem and Bryan Funding are referred to as the "Dealer-Manager,"
Atlas America Public #10 Ltd., a Pennsylvania limited partnership (the
"Partnership") and National City Bank of Pennsylvania, Pittsburgh, Pennsylvania,
as escrow agent (the "Escrow Agent").

                                   WITNESSETH:

       WHEREAS, the Partnership intends to offer publicly for sale to qualified
investors (the "Investors") up to 2,500 limited partnership interests in the
Partnership (the "Units"); and

       WHEREAS, each Investor will be required to pay his subscription in full
on subscribing ($10,000 per Unit, however, the Managing General Partner, in its
discretion, may accept one-half Unit ($5,000) subscriptions, with larger
subscriptions permitted in $1,000 increments), by check, draft or money order
except that the Managing General Partner, its officers, directors and
Affiliates, and Investors who buy Units through the officers and directors of
the Managing General Partner may subscribe to Units for a subscription price
reduced by the 2.5% Dealer-Manager fee, the 7.0% Sales Commission, the .5%
reimbursement of marketing expenses and the .5% reimbursement of the Selling
Agents' (as that term is defined below) bona fide accountable due diligence
expenses which will not be paid.  Also, registered investment advisors and their
clients and Selling Agents and their registered representatives and principals
may subscribe to Units for a subscription price reduced by the 7.0% Sales
Commission, the .5% reimbursement of marketing expenses and the .5% bona fide
reimbursement of the Selling Agents' accountable due diligence expenses, which
will not be paid, although their subscription price will not be reduced by the
2.5% Dealer-Manager fee which will be paid (the "Subscription Proceeds"); and

       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 other than Minnesota and New Hampshire on
a "best efforts" "all or none" basis for Subscription Proceeds of $1,000,000 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 National Association of
Securities Dealers, Inc. ("NASD") to participate in the offering of the Units
("Selling Agents"); and

       WHEREAS, the Managing General Partner and Bryan Funding have executed an
agreement ("Bryan Funding Dealer-Manager Agreement") under which Bryan Funding
will solicit subscriptions for Units in the states of Minnesota and New
Hampshire on a "best efforts" "all or none" basis for Subscription Proceeds of
$1,000,000 and on a "best efforts" basis for the remaining Units on behalf of
the Managing General Partner and the Partnership and under which Bryan Funding
has been authorized to select certain members in good standing of the NASD to
participate in the offering of the Units ("Selling Agents"); and

       WHEREAS, the Anthem Dealer-Manager Agreement and the Bryan Funding
Dealer-Manager Agreement, collectively referred to as the "Dealer-Manager
Agreement," provide for compensation to participate in the offering

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of the Units, subject to the exceptions set forth above for certain Investors,
which compensation includes, but is not limited to, for each Unit sold:

       (i)   a 2.5% Dealer-Manager fee;

       (ii)  a 7.0% Sales Commission;

       (iii) a .5% reimbursement of marketing expenses; and

       (iv)  a .5% reimbursement of the Selling Agents' bona fide accountable
             due diligence expenses;

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

       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
$1,000,000, excluding any optional subscription by the Managing General Partner,
its officers, directors and Affiliates and the subscription discounts set forth
above; and

       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; and

       WHEREAS, no subscriptions to the Partnership will be accepted after
receipt of the maximum Subscription Proceeds of $25,000,000 or December 31,
2001, whichever event occurs first (the "Offering Termination Date"); and

       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 desires 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 Escrow Agent as the escrow
       agent to receive and to hold the Subscription Proceeds deposited with
       Escrow Agent by the Dealer-Manager and the Managing General Partner under
       this Agreement and Escrow Agent agrees to serve in such 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 $1,000,000, 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 of each Investor.
       Payment for each subscription for Units shall be in the form of a check
       made payable to "Atlas America Public #10 Ltd., Escrow Agent, National
       City Bank of PA." The Escrow Agent shall deliver a receipt to either:

       (a)   Anthem and the Managing General Partner for each deposit of
             Subscription Proceeds made under this Agreement by Anthem;

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       (b)   Bryan Funding and the Managing General Partner for each deposit of
             subscription proceeds made under this Agreement by Bryan Funding;
             or

       (c)   the Managing General Partner for each deposit of Subscription
             Proceeds made under this Agreement by the Managing General Partner.

3.     INVESTMENT OF SUBSCRIPTION PROCEEDS. The Subscription Proceeds shall be
       deposited in an interest bearing account maintained by the Escrow Agent.

       Subscription Proceeds may be temporarily invested by the Escrow Agent
       only in income producing short-term, highly liquid investments secured by
       the United States government where there is appropriate safety of
       principal, such as U.S. Treasury Bills. The interest 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 written notice from an authorized officer of the Managing
             General Partner that at least the minimum Subscription Proceeds of
             $1,000,000 have been received and accepted by the Managing General
             Partner; and

       (b)   determines that Subscription Proceeds for at least $1,000,000 have
             cleared the banking system and are good;

       then the Escrow Agent shall promptly release and distribute to the
       Managing General Partner the escrowed Subscription Proceeds which have
       cleared the banking system and are good plus any interest paid and
       investment income earned on the Subscription Proceeds while held by the
       Escrow Agent in an escrow account.

       Any remaining Subscription Proceeds, plus any interest paid and
       investment income earned on the Subscription Proceeds while held by the
       Escrow Agent in an escrow account shall be promptly released and
       distributed to the Managing General Partner by the Escrow Agent as the
       Subscription Proceeds clear the banking system and become good.

5.     SEPARATE PARTNERSHIP ACCOUNT. During the continuation of the offering
       after the Partnership is funded with cleared Subscription Proceeds of at
       least $1,000,000 and the Escrow Agent receives the notice described in
       Paragraph 4 of this Agreement, and before the Offering Termination Date,
       any additional Subscription Proceeds may be deposited by the
       Dealer-Manager or 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 $1,000,000 have been received
             and accepted by the Managing General Partner by twelve p.m. (noon),
             local time, on December 31, 2001, or for any other reason, then the
             Managing General Partner shall so notify the Escrow Agent, and the
             Escrow Agent promptly shall distribute to each Investor 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 thereon while held by the Escrow Agent in
             an escrow account.

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       (b)   If a subscription for Units submitted by an Investor is rejected by
             the Managing General Partner for any reason after the Subscription
             Proceeds relating to the subscription have been deposited with the
             Escrow Agent, then the Managing General Partner promptly shall
             notify the Escrow Agent of the rejection, and the Escrow Agent
             shall promptly distribute to the Investor 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 thereon while held by the Escrow Agent in an escrow
             account.

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 (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 an escrow
       account unless and until the Partnership is funded with cleared
       Subscription Proceeds of at least $1,000,000 and the Escrow Agent
       receives the notice described in Paragraph 4 of this Agreement, at which
       time the Escrow Agent shall have, and is hereby 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 Escrow
       Agreement unless the notice or request or demand for delivery or other
       action is in writing and given or made by the party given the right or
       charged with the obligation under this Escrow Agreement to give the
       notice or to make the request or demand. In no event shall the Escrow
       Agent be obligated to accept any notice, request, or demand from anyone
       other than the Managing General Partner or the Dealer-Manager.

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. Escrow Agent's duties and obligations under this Agreement
       shall be entirely administrative and not discretionary. 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 Escrow Agent in
       good faith. The parties to this Agreement will indemnify Escrow Agent,
       hold Escrow Agent harmless, and reimburse Escrow Agent from, against and
       for, any and all liabilities, costs, fees and expenses (including
       reasonable attorney's fees) Escrow Agent may suffer or incur by reason of
       its execution and performance of this Agreement. If any legal questions
       arise concerning Escrow Agent's duties and obligations under this
       Agreement, Escrow Agent may consult with its counsel and rely without
       liability on written opinions given to it by its counsel.

       The Escrow Agent shall be protected in acting on any written notice,
       request, waiver, consent, authorization, or other paper or document which
       the Escrow Agent, in good faith, believes to be genuine and what it
       purports to be.

       If there is any disagreement between any of the parties to this
       Agreement, or between them or any of them and any other person, resulting
       in adverse claims or demands being made in connection with this
       Agreement, or if Escrow Agent, in good faith, is in doubt as to what
       action it should take under this Agreement, 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

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       any such event, Escrow Agent shall not be or become liable in any way or
       to any person for its failure or refusal to act and Escrow Agent shall be
       entitled to continue to so refrain from acting until the dispute is
       resolved by the parties involved.

       National City Bank of Pennsylvania is acting solely as 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.

10.    RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent may resign as
       such following the giving of thirty days' prior written notice to the
       other parties to this Agreement. Similarly, the Escrow Agent may be
       removed and replaced following the giving of thirty days' prior written
       notice to the Escrow Agent by the other parties to this Agreement.

       In either event, the duties of the Escrow Agent shall terminate thirty
       days after the date of such notice (or as of any 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 an escrow account) in
       its possession to a successor escrow agent as shall be 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 or shall have failed to appoint a successor
       before the expiration of thirty days following the date of the notice of
       resignation or removal, the then acting Escrow Agent may petition any
       court of competent jurisdiction for the appointment of a successor escrow
       agent or other appropriate relief. Any such resulting appointment shall
       be binding upon 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 an escrow account), the then acting Escrow Agent shall be fully
       released and relieved of all duties, responsibilities, and obligations
       under this Agreement.

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

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, as follows:

       IF TO THE ESCROW AGENT:

              National City Bank of Pennsylvania
              Corporate Trust Department
              National City Center LOC 25-166
              Pittsburgh, Pennsylvania 15222-4802

              Attention:    Mr. John C. Hoffman, Assistant Vice President

              Phone: (412) 644-8401
              Facsimile: (412) 644-7971

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       IF TO THE MANAGING GENERAL PARTNER:

              Atlas Resources, Inc.
              311 Rouser Road
              P.O. Box 611
              Moon Township, Pennsylvania 15108

              Attention:    Jack L. Hollander

              Phone: (412) 262-2830
              Facsimile: (412) 262-2820

       IF TO ANTHEM:

              Anthem Securities, Inc.
              311 Rouser Road
              P.O. Box 926
              Coraopolis, Pennsylvania 15108

              Attention:  John S. Coffey

              Phone: (412) 262-1680
              Facsimile: (412) 262-7430

       IF TO BRYAN FUNDING:

              Bryan Funding, Inc.
              393 Vanadium Road
              Pittsburgh, Pennsylvania 15243

              Attention:  Richard G. Bryan, Jr.

              Phone: (412) 276-9393
              Facsimile: (412) 276-9396

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

13.    MISCELLANEOUS.

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

       (b)   This Agreement is 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.

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      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 OF PENNSYLVANIA
                                      As Escrow Agent


                                      By:
                                          --------------------------------------
                                          (Authorized Officer)



                                      ATLAS RESOURCES, INC.
                                      A Pennsylvania corporation

                                      By:
                                          --------------------------------------
                                          Jack L. Hollander, Vice President -
                                          Direct Participation Programs



                                     ANTHEM SECURITIES, INC.
                                     A Pennsylvania corporation

                                 By: /s/
                                     -------------------------------------------
                                     John S. Coffey, President


                                     BRYAN FUNDING, INC.
                                     A Pennsylvania corporation

                                 By:
                                     -------------------------------------------
                                     Richard G. Bryan, Jr., President



                                     ATLAS AMERICA PUBLIC #10 LTD.

                                     By: ATLAS RESOURCES, INC.
                                         Managing General Partner

                                     By:
                                         --------------------------------------
                                         Jack L. Hollander, Vice President -
                                         Direct Participation Programs

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                         APPENDIX I TO ESCROW AGREEMENT

                    COMPENSATION FOR SERVICES OF ESCROW AGENT


Escrow Agent annual fee per year or any part thereof                   $3,000.00

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