Exhibit
      10.1

    


    ESCROW
      AGREEMENT 

    


    ATLAS RESOURCES
      PUBLIC #18-2008(A) L.P.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ATLAS
      RESOURCES PUBLIC #18-2008(A) L.P.

    


    ESCROW
      AGREEMENT

     

    THIS
      AGREEMENT
      (the
“Agreement”) is effective as of October 15, 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 #18-2008(A) L.P., a Delaware limited
      partnership (the “Partnership”) and Wells Fargo Bank, N.A., 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 59,000 investor general partner interests and
      up to 1,000 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.

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 $600,000,000; 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. 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
                to the Escrow Agent.

            


    

     

    Payment
      for each subscription for Units shall be in the form of a check or wire made
      payable to the Escrow Agent as follows: “Wells Fargo Bank, N.A., Escrow Agent,
      Atlas Resources Public #18-2008(A) L.P.,” pending receipt of the Partnership’s
      minimum Subscription Proceeds of $2,000,000. The Escrow Agent shall hold the
      Subscription Proceeds in a separate account (the “Escrow Account”).

     

    
      	
              3.

            	
              Investment
                of Subscription Proceeds; Tax.
                

            


    

     

    
      	 	
              (a)

            	
              The
                Subscription Proceeds shall be deposited in an interest bearing account
                maintained by the Escrow Agent as directed in writing 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. In the absence of complete written instructions from
                the
                Managing General Partner, the Subscription Proceeds shall be deposited
                and
                invested in the Wells Fargo Money Market Deposit Account, which is
                further
                described herein on Appendix I. The Managing General Partner confirms
                that
                it has read and understands Appendix I. 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. The
                Escrow Agent shall have no responsibility or liability for any loss
                which
                may result from any investment or sale of investment made pursuant
                to
                this Agreement. The parties hereto acknowledge that the Escrow Agent
                is not providing investment supervision, recommendations, or
                advice.

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              For
                tax reporting purposes, all interest or other taxable income earned
                on the
                Investor Funds in any tax year shall be taxable to the
                Partnership.

            


    

     

    
      	 	
              (c)

            	
              Upon
                or before the execution of this Agreement, the parties hereto shall
                provide the Escrow Agent with certified tax identification numbers
                by
                furnishing appropriate IRS forms W-9 or W-8 and other forms and documents
                that the Escrow Agent may reasonably request. The parties hereto
                understand that if such tax reporting documentation is not so certified
                to
                the Escrow Agent, the Escrow Agent may be required by the Internal
                Revenue
                Code of 1986, as amended, to withhold a portion of any interest or
                other
                income earned on the Subscription Proceeds pursuant to this Agreement.
                The
                Managing General Partner shall also provide tax reporting documentation
                for the subscribers as the Escrow Agent may reasonably request, should
                the
                Escrow Agent be required to disburse Subscription Proceeds or income
                on
                Subscription Proceeds back to the
                subscribers.

            


    

     

    
      	
              4.

            	
              Distribution
                of Subscription Proceeds.
                

            


    

     

    
      	 	
              (a)

            	
              If
                the Escrow Agent:

            


    

     

    
      	 	
              (i)
                

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

            


    

     

    
      	 	
              (ii)
                

            	
              determines
                that Subscription Proceeds for at least $2,000,000 are Distributable
                Subscription Proceeds (as defined below);


            


    

     

    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. 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 at the time that enough time has passed to permit payments to have
      returned unpaid by the bank on which the check was drawn. 

     

    
      	 	
              (b)

            	
              Following
                the distribution under Section 4(a), 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
                released and distributed to the Managing General Partner by the Escrow
                Agent promptly after the Subscription Proceeds become Distributable
                Subscription Proceeds after a 1 business day period from the date of
                deposit. 

            


    

     

    
      	 	
              (c)

            	
              Escrow
                Agent shall have no duty to make any disbursement, investment or
                other use
                of Subscription Proceeds until and unless it has good and collected
                funds.
                In the event that any checks deposited in the Escrow Account are
                returned
                or prove uncollectible after the funds represented thereby have been
                released by the Escrow Agent, then the Managing General Partner shall
                promptly reimburse the Escrow Agent for any and all costs incurred
                for
                such, upon request, and the Escrow Agent shall deliver the returned
                checks
                to the Managing General Partner. The Escrow Agent shall be under
                no duty
                or responsibility to enforce collection of any check delivered to
                it
                hereunder.

            


    

     

    
      	
              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 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 and the Managing General Partner
                directly in a separate Partnership account which shall not be subject
                to
                the terms of this Agreement.

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              6.
                

            	
              Subscriptions of
                Pennsylvania Investors. Notwithstanding
                any other provision of this Agreement to the
                contrary:

            


    

     

    
      	 	
              (a)

            	
              The
                Escrow Agent shall deposit Subscription Proceeds from Pennsylvania
                Investors into a separate fund (“Pennsylvania Escrow Fund”) within the
                Escrow Account to be held in escrow pursuant to this Agreement for
                up to
                120 calendar days after the Subscription Proceeds of the first
                Pennsylvania Investor are received by the Escrow Agent. The Pennsylvania
                Escrow Fund shall be automatically renewed for additional 120 calendar
                day
                periods during the term of this Agreement. Funds shall be promptly
                released from the Pennsylvania Escrow Fund and distributed to the
                Managing
                General Partner in the same manner as described in Paragraph 4 with
                respect to the Escrow Fund when Escrow Agent receives a Distribution
                of
                Subscription Proceeds Notice from an authorized officer of the Managing
                General Partner that the total of all Subscription Proceeds received
                and
                accepted by the Managing General Partner, including Subscription
                Proceeds
                from Pennsylvania Investors and all other Subscription Proceeds (including
                the minimum Subscription Proceeds of $2,000,000), total $30,000,000
                or
                more, and directing the Escrow Agent to make such distributions to
                the
                Managing General Partner. 

            


    

     

    The
      parties agree that the Dealer-Manager and the Managing General Partner will
      specifically identify subscriptions of Pennsylvania Investors to the Escrow
      Agent by written notice(s) which shall be provided to Escrow Agent so that
      such
      notice is received by Escrow Agent prior to submission to Escrow Agent of
      Pennsylvania Subscription Proceeds by way of either wire transfer or check.
      Upon
      receipt of each such written notice, the Escrow Agent will not commingle those
      subscriptions with subscriptions of residents of other states but rather will
      hold such Pennsylvania Subscription Proceeds in the Pennsylvania Escrow Fund
      in
      the Escrow Account. Any interest and investment income earned on such
      Pennsylvania Subscription Proceeds shall also be held in the Pennsylvania Escrow
      Fund.

     

    
      	 	
              (b)
                

            	
              If
                total Subscription Proceeds, including Subscription Proceeds received
                from
                Pennsylvania Investors, of at least $30,000,000 have not been received
                and
                accepted by the Managing General Partner at the end of the first
                120 day
                escrow period, the Partnership must notify the Pennsylvania Investors
                in
                writing by certified mail or any other means whereby a receipt of
                delivery
                is obtained within ten (10) calendar days after the end of the escrow
                period that they have a right to have their Subscription Proceeds
                returned
                to them, together with any interest earned thereon and without deduction
                for any fees. If a Pennsylvania Investor requests the return of the
                Investor’s Subscription Proceeds within ten (10) calendar days after
                receipt of notification, the Managing General Partner must return
                the
                Pennsylvania Investor’s Subscription Proceeds within 15 days after the
                Managing General Partner’s receipt of the Pennsylvania Investor’s request,
                and the Managing General Partner will promptly direct the Escrow
                Agent in
                a signed writing to return the Pennsylvania Investor’s Subscription
                Proceeds, plus any interest paid and investment income earned on
                the
                Pennsylvania Investor’s Subscription Proceeds while held by the Escrow
                Agent in the Pennsylvania Escrow Fund, directly to the Pennsylvania
                Investor. Upon receipt of such signed, written direction from the
                Managing
                General Partner, the Escrow Agent shall disburse such amount to the
                Investor within three (3) Business Days after the Escrow Agent’s receipt
                of such Managing General Partner’s written direction. If the Pennsylvania
                Investor does not timely request the return of the Investor’s Subscription
                Proceeds, then the Investor’s Subscription Proceeds will continue to be
                held in the Pennsylvania Escrow Fund within the Escrow Account for
                another
                120 day period, as described in 6(a), under the terms and conditions
                of
                this Agreement and this Paragraph 6 shall again apply to the Pennsylvania
                Investor’s Subscription Proceeds.

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              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 that the minimum Subscription Proceeds of $2,000,000
                has not
                been met, and the Escrow Agent promptly shall distribute to each
                Investor,
                for which Escrow Agent has a copy of the subscription agreement,
                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.

            


    

     

    
      	 	
              (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
                in writing of the rejection, and the Escrow Agent shall promptly
                distribute to the Investor for which Escrow Agent has a copy of a
                Subscription Agreement, 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.

            


    

     

    
      	
              8.

            	
              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 II 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 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.

            


    

     

    
      	
              9.

            	
              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 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. Upon or before the execution of this Agreement,
                the Managing General Partner shall deliver to the Escrow Agent an
                authorized signers list in the form of Appendix III to this
                Agreement.

            


    

     

    
      	
              10.

            	
              Limitation
                on Liability
                of Escrow Agent.
                

            


    

     

    
      	 	
              (a)

            	
              The
                Escrow Agent shall not be liable for any action taken or omitted
                by it
                except to the extent that a court of competent jurisdiction determines
                that the Escrow Agent’s gross negligence or willful misconduct was the
                primary cause of loss. 

            


    

     

    
      	 	
              (b)

            	
              IN
                NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY,
                FOR ANY
                SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND
                WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE
                ESCROW
                AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
                AND
                REGARDLESS OF THE FORM OF ACTION.

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              The
                Escrow Agent’s duties and obligations under this Agreement shall be
                entirely administrative and not discretionary. 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 accordance
                with this Agreement. The Escrow Agent is acting solely as escrow
                agent
                hereunder and owes no duties, covenants or obligations, fiduciary
                or
                otherwise, to any person by reason of this Escrow Agreement, except
                as
                otherwise explicitly set forth in this Agreement, and no implied
                duties,
                covenants or obligations, fiduciary or otherwise, shall be read into
                this
                Agreement against the Escrow Agent.

            


    

     

    
      	 	
              (d)

            	
              Managing
                General Partner, Dealer-Manager and Partnership will jointly and
                severally
                indemnify the Escrow Agent, defend and hold the Escrow Agent harmless,
                and
                reimburse the Escrow Agent from, against and for, any and all liabilities,
                costs, fees and expenses (including reasonable attorney’s fees) the Escrow
                Agent may suffer or incur by reason of its execution and performance
                of
                this Agreement. If any legal questions arise concerning the Escrow
                Agent’s
                duties and obligations under this Agreement, then the Escrow Agent
                may
                consult with its counsel and rely without liability on written opinions
                given to it by its counsel. The provisions of this paragraph shall
                survive
                the assignment or termination of this Agreement and the resignation
                or
                removal of the Escrow Agent.

            


    

     

    
      	 	
              (e)

            	
              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.

            


    

     

    
      	 	
              (f)

            	
              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, until the Escrow Agent (i) receives a final non-appealable
                order of a court of competent jurisdiction or a final non-appealable
                arbitration decision directing delivery of the Subscription Proceeds,
                (ii)
                receives a written agreement executed by each of the parties involved
                in
                such disagreement or dispute directing delivery of the Subscription
                Proceeds, in which event the Escrow Agent shall be authorized to
                disburse
                the Subscription Proceeds in accordance with such final court order,
                arbitration decision, or agreement, or (iii) files an interpleader
                action
                in any court of competent jurisdiction, and upon the filing thereof,
                the
                Escrow Agent shall be relieved of all liability as to the Subscription
                Proceeds and shall be entitled to recover attorneys’ fees, expenses and
                other costs incurred in commencing and maintaining any such interpleader
                action. The Escrow Agent shall be entitled to act on any such agreement,
                court order, or arbitration decision without further question, inquiry,
                or
                consent.

            


    

     

    
      	 	
              (g)

            	
              No
                provision of this Agreement shall require the Escrow Agent to risk
                or
                advance its own funds or otherwise incur any financial liability
                or
                potential financial liability in the performance of its duties or
                the
                exercise of its rights hereunder. 

            


    

     

    
      	 	
              (h)

            	
              The
                parties agree that the Escrow Agent had no role in the preparation
                of the
                Subscription Agreement, has not reviewed the Subscription Agreement,
                and
                makes no representations or warranties with respect to the information
                contained therein or omitted therefrom. The Escrow Agent has not
                reviewed
                or approved any agreement or matter of background related to this
                Agreement, other than this Agreement
                itself.

            


    

     

    
      	
              11.

            	
              Resignation
                or Removal of Escrow Agent.
                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 joint 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. 

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      	
              12.

            	
              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.

            


    

     

    
      	
              13.

            	
              Notice.
                Any notices or instructions 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 written confirmation of receipt
                (originals to be followed in the mail), or by a nationally recognized
                overnight courier, as follows:

            


    

     

    If
      to the
      Escrow Agent:

     

    Wells
      Fargo Bank, N.A. 

    Four
      Gateway Center, Suite 1400

    Pittsburgh,
      Pennsylvania 15222

     

    Attention:
      Denise Fuhrer

     

    Phone:
      (412) 454-4612

    Facsimile:
      (412) 454-4610

     

    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


    Escrow
      Agreement 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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 to all other parties hereto duly given in accordance with this
      Agreement.

     

    
      	14.	
              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 counterparts, each of which shall be
                deemed
                an original, but all of which shall constitute the same
                instrument.

            


    

     

    
      	
              15.

            	
              Acknowledgements.
                The parties hereto acknowledge Escrow Agent has not reviewed and
                is not
                making any recommendations with respect to the Units offered. During
                the
                term of this Agreement, the Subscription Proceeds 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.

     

    
      	
              WELLS
                FARGO BANK, N.A.

            
	
              As
                Escrow Agent

            
	 	 
	
              By:

            	   

	 	
              Denise
                Fuhrer, Vice President

            
	 	 
	
              ATLAS
                RESOURCES, LLC

            
	
              A
                Pennsylvania limited liability company

            
	 	 
	
              By:

            	   

	 	
              Karen
                A. Black, Vice President – Partnership
                Administration

            


    


    Escrow
      Agreement 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              ANTHEM
                SECURITIES, INC.

            
	
              A
                Pennsylvania corporation

            
	 	 
	
              By:
                

            	   

	 	
              Justin
                T. Atkinson, President

            
	 	 
	
              ATLAS
                RESOURCES PUBLIC #18-2008(A) L.P.

            
	 	 
	
              By:
                

            	
              ATLAS
                RESOURCES, LLC

            
	 	
              Managing
                General Partner

            
	 	 
	
              By:
                

            	   

	 	
              Karen
                A. Black, Vice President – Partnership
                Administration

            


    

    

      Escrow
        Agreement 

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    APPENDIX
      I TO ESCROW AGREEMENT

    


    Agency
      and Custody Account Direction 

    For
      Cash Balances

    Wells
      Fargo Money Market Deposit Accounts

    


    Direction
      to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances
      for the escrow account or accounts (the “Account”) established under the Escrow
      Agreement to which this Appendix I is attached.

    


    You
      are
      hereby directed to deposit, as indicated below, or as I shall direct further
      in
      writing from time to time, all cash in the Account(s) in the following money
      market deposit account of Wells Fargo Bank, National Association
      (Bank):

    


    Wells
      Fargo Money Market Deposit Account (MMDA)

    


    I
      understand that amounts on deposit in the MMDA are insured, subject to the
      applicable rules and regulations of the Federal Deposit Insurance Corporation
      (FDIC), in the basic FDIC insurance up to a total of $250,000. I understand
      that
      deposits in the MMDA are not secured.

    


    I
      acknowledge that I have full power to direct investments of the
      Account(s).

    


    I
      understand that I may change this direction at any time and that it shall
      continue in effect until revoked or modified by me by written notice to
      you.


    Escrow
      Agreement 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      II 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

            	
              $

            
	 	
              (or
                any portion thereof)

            	 
	 	 	 
	
              II.

            	
              Remittance
                of checks returned to subscribers

            	 
	 	
              (set
                out in section 6 of the governing agreement)

            	 
	 	 	 
	
              III.

            	
              Wire
                transfers

            	
              n/a

            
	 	 	 
	
              IV.

            	
              Purchase
                or Sale of Securities

            	 


    

    


    V. 
      Investments (document limits investment to a checking or savings account, or
      certificates of deposit) such products offered by any Wells Fargo Bank, N.A.
      retail branch)- fees are subject to the type of account the Managing General
      Partner directs the Escrow Agent to open and to be governed by the Escrow
      Agreement. 

    


    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.

    


    Managing
      General Partner agrees to report all funds in accordance with appropriate tax
      treatment. 

    


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


    Escrow
      Agreement 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    APPENDIX
      III TO ESCROW AGREEMENT

    


    CERTIFICATE
      AS TO AUTHORIZED SIGNATURES

     

    The
      specimen signatures shown below are the specimen signatures of the individuals
      who have been designated as authorized representatives of Atlas Resources,
      LLC
      and are authorized to initiate and approve transactions of all types for the
      escrow account or accounts established under the Escrow Agreement to which
      this
      Appendix III is attached, on behalf of Managing General Partner.

    


    
      	 	
              Name
                / Title

            	 	
              Specimen
                Signature

            	 
	 	 	 	 	 
	 	   
	 	    
	 
	 	
              Name

            	 	
              Signature

            	 
	 	   
	 	  
	 
	 	
              Title

            	 	 	 
	 	   
	 	   
	 
	 	
              Name

            	 	
              Signature

            	 
	 	   
	 	   
	 
	 	
              Title

            	 	 	 
	 	
                 


            	 	   
	 
	 	
              Name

            	 	
              Signature

            	 
	 	  
	 	   
	 
	 	
              Title

            	 	 	 
	 	   
	 	  
	 
	 	
              Name

            	 	
              Signature

            	 
	 	   
	 	 	 
	 	
              Title

            	 	 	 


    


    Escrow
      Agreement 


    
      
        
        

      

      
        12