Exhibit
      10.1

    


    EXHIBIT
      (II)

    


    FORM
      OF 

    


    DRILLING
      AND OPERATING AGREEMENT

    


    FOR

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

    


    DATED
      MARCH 25, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    INDEX

     

    
      	
              Section

            	 	 	 	
              Page
                #

            
	
              1.

            	 	
              Assignment
                of Well Locations; Representations and Indemnification Associated
                with the
                

            	 	 
	 	 	
              Assignment
                of the Lease; Designation of Additional Well Locations; Outside Activities
                are

            	 	 
	 	 	
              not
                Restricted

            	 	
              3

            
	 	 	 	 	 
	
              2.

            	 	
              Drilling
                of Wells; Timing; Depth; Interest of Developer; Right to Substitute
                Well
                Locations

            	 	
              5

            
	 	 	 	 	 
	
              3.

            	 	
              Operator
                - Responsibilities in General; Covenants; Term

            	 	
              6

            
	 	 	 	 	 
	
              4.

            	 	
              Operator’s
                Charges for Drilling and Completing Wells, Payment, Completion
                Determination,

            	 	 
	 	 	
              Dry
                Hole Determination, Excess Funds and Cost Overruns-Intangible Drilling
                Costs, Excess

            	 	 
	 	 	
              Funds
                and Cost Overruns-Tangible Costs

            	 	
              8

            
	 	 	 	 	 
	
              5.

            	 	
              Examination
                of Well Locations; Developer’s Acceptance and Liability; Additional Well
                Title Locations

            	 	
              12

            
	 	 	 	 	 
	
              6.

            	 	
              Operations
                Subsequent to Completion of the Wells, Fee Adjustments, Extraordinary
                Costs,

            	 	 
	 	 	
              Pipelines,
                Price Determinations, Plugging and Abandonment

            	 	
              13

            
	 	 	 	 	 
	
              7.

            	 	
              Billing
                and Payment Procedure with Respect to Operation of Wells, Disbursements,
                Separate

            	 	 
	 	 	
              Account
                for Sale Proceeds, Records and Reports, Additional
                Information

            	 	
              15

            
	 	 	 	 	 
	
              8.

            	 	
              Operator’s
                Lien, Right to Collect from Oil or Gas Purchaser

            	 	
              17

            
	 	 	 	 	 
	
              9.

            	 	
              Successors
                and Assigns, Transfers, Appointment of Agent

            	 	
              18

            
	 	 	 	 	 
	
              10.

            	 	
              Operator’s
                Insurance, Subcontractors’’ Insurance, Operation’s
                Liability

            	 	
              19

            
	 	 	 	 	 
	
              11.

            	 	
              Internal
                Revenue Code Election; Relationship of Parties; Right to Take Production
                in Kind

            	 	
              20

            
	 	 	 	 	 
	
              12.

            	 	
              Effect
                of Force Majeure; Definition of Force Majeure; Limitation

            	 	
              22

            
	 	 	 	 	 
	
              13.

            	 	
              Term

            	 	
              22

            
	 	 	 	 	 
	
              14.

            	 	
              Governing
                Law; Invalidity

            	 	
              22

            
	 	 	 	 	 
	
              15.

            	 	
              Integration,
                Written Amendment

            	 	
              23

            
	 	 	 	 	 
	
              16.

            	 	
              Waiver
                of Default or Breach

            	 	
              23

            
	 	 	 	 	 
	
              17.

            	 	
              Notices

            	 	
              23

            
	 	 	 	 	 
	
              18.

            	 	
              Interpretation

            	 	
              24

            
	 	 	 	 	 
	
              19.

            	
                

            	
              Counterparts

            	
                

            	
              24

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    DRILLING
      AND OPERATING AGREEMENT

     

    THIS
      AGREEMENT made this 25th day of March, 2008, by and between ATLAS RESOURCES,
      LLC, a Pennsylvania limited liability company (hereinafter referred to as
“Atlas” or “Operator”),

     

    and

     

    ATLAS
      RESOURCES PUBLIC #17-2008(B) L.P., a Delaware limited partnership, (hereinafter
      referred to as the “Developer”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Operator, by virtue of the Oil and Gas Leases (the “Leases”) described on
      Exhibit A attached to and made a part of this Agreement, has certain rights
      to
      develop the seven (7) initial well locations (the “Initial Well Locations”)
      identified on the maps attached to and made a part of this Agreement as Exhibits
      A-l through A-7;

     

    WHEREAS,
      the Developer, subject to the terms and conditions of this Agreement, desires
      to
      acquire certain of the Operator’s rights to develop the Initial Well Locations
      and to provide for the development on the terms and conditions set forth in
      this
      Agreement of additional well locations (“Additional Well Locations”) that the
      parties may from time to time designate; and

     

    WHEREAS,
      the Operator is in the oil and gas exploration and development business, and
      the
      Developer desires that Operator, as its independent contractor, perform certain
      services in connection with its efforts to develop the aforesaid Initial and
      Additional Well Locations (collectively the “Well Locations”) and to operate the
      wells completed on the Well Locations, on the terms and conditions set forth
      in
      this Agreement;

     

    NOW
      THEREFORE, in consideration of the mutual covenants herein contained and subject
      to the terms and conditions hereinafter set forth, the parties hereto, intending
      to be legally bound, hereby agree as follows:

     

    
      	
              1.

            	
              Assignment
                of Well Locations; Representations and Indemnification Associated
                with the
                Assignment of the Lease; Designation of Additional Well Locations;
                Outside
                Activities Are Not
                Restricted.

            


    

     

    
      	 	
              (a)
                

            	
              Assignment
                of Well Locations.
                The Operator shall execute an assignment of an undivided percentage
                of
                Working Interest in the Well Location acreage for each well to the
                Developer as shown on Exhibit A attached hereto, which assignment
                shall be
                limited to a depth from the surface to the deepest depth penetrated
                at the
                cessation of drilling operations.

            


    

     

    The
      assignment shall be substantially in the form of Exhibit B attached to and
      made
      a part of this Agreement. The amount of acreage included in each Initial Well
      Location and the configuration of the Initial Well Location are indicated on
      the
      maps attached to this Agreement as Exhibits A-l through A-7. The amount of
      acreage included in each Additional Well Location and the configuration of
      the
      Additional Well Location shall be indicated on the maps to be attached as
      exhibits to the applicable addendum to this Agreement as provided in sub-section
      (c) below.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Representations
                and Indemnification Associated with the Assignment of the
                Lease.
                The Operator represents and warrants to the Developer
                that:

            


    

     

    
      	 	
              (i)
                

            	
              the
                Operator is the lawful owner of the Lease and rights and interest
                under
                the Lease and of the personal property on the Lease or used in connection
                with the Lease; 

            


    

     

    
      	 	
              (ii)
                

            	
              the
                Operator has good right and authority to sell and convey the rights,
                interest, and property;

            


    

     

    
      	 	
              (iii)
                

            	
              the
                rights, interest, and property are free and clear from all liens
                and
                encumbrances; and 

            


    

     

    
      	 	
              (iv)
                

            	
              all
                rentals and royalties due and payable under the Lease have been duly
                paid.
                

            


    

     

    These
      representations and warranties shall also be included in each recorded
      assignment of the acreage included in each Initial Well Location and Additional
      Well Location designated pursuant to sub-section (c) below, substantially in
      the
      form of Exhibit B attached to and made a part of this Agreement. 

     

    The
      Operator agrees to indemnify, protect and hold the Developer and its successors
      and assigns harmless from and against all costs (including but not limited
      to
      reasonable attorneys’ fees), liabilities, claims, penalties, losses, suits,
      actions, causes of action, judgments or decrees resulting from the breach of
      any
      of the above representations and warranties. It is understood and agreed that,
      except as specifically set forth above, the Operator makes no warranty or
      representation, express or implied, as to its title or the title of the lessors
      in and to the lands or oil and gas interests covered by said
      Leases.

     

    
      	 	
              (c)

            	
              Designation
                of Additional Well Locations.
                If
                the parties hereto desire to designate Additional Well Locations
                to be
                developed in accordance with the terms and conditions of this Agreement,
                then the parties shall execute an addendum substantially in the form
                of
                Exhibit C attached to and made a part of this Agreement
                specifying:

            


    

     

    
      	 	
              (i)
                

            	
              the
                undivided percentage of Working Interest and the Oil and Gas Leases
                to be
                included as Leases under this
                Agreement;

            


    

     

    
      	 	
              (ii)
                

            	
              the
                amount and configuration of acreage included in each Additional Well
                Location on maps attached as exhibits to the addendum;
                and

            


    

     

    
      	 	
              (iii)
                

            	
              their
                agreement that the Additional Well Locations shall be developed in
                accordance with the terms and conditions of this
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              Outside
                Activities Are Not Restricted.
                It
                is understood and agreed that the assignment of rights under the
                Leases
                and the oil and gas development activities contemplated by this Agreement
                relate only to the Initial Well Locations and the Additional Well
                Locations. Nothing contained in this Agreement shall be interpreted
                to
                restrict in any manner the right of each of the parties to conduct
                without
                the participation of the other party any additional activities relating
                to
                exploration, development, drilling, production, or delivery of oil
                and gas
                on lands adjacent to or in the immediate vicinity of the Well Locations
                or
                elsewhere.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Drilling
                of Wells; Timing; Depth; Interest of Developer; Right to Substitute
                Well
                Locations.

            


    

     

    
      	 	
              (a)

            	
              Drilling
                of Wells.
                Operator, as Developer’s independent contractor, agrees to drill, complete
                (or plug) and operate seven (7) oil and gas wells on the seven (7)
                Initial
                Well Locations in accordance with the terms and conditions of this
                Agreement. Developer, as a minimum commitment, agrees to participate
                in
                and pay the Operator’s charges for drilling and completing (or plugging)
                the wells and any extra costs pursuant to Section 4 in proportion
                to the
                share of the Working Interest owned by the Developer in the wells
                with
                respect to all initial wells. It is understood and agreed that, subject
                to
                sub-section (e) below, Developer does not reserve the right to decline
                participation in the drilling of any of the initial wells to be drilled
                under this Agreement.

            


    

     

    
      	 	
              (b)

            	
              Timing.
                Operator shall begin drilling the first well within thirty (30) days
                after
                the date of this Agreement, and shall begin drilling each of the
                other
                initial wells for which payment is made pursuant to Section 4(b)
                before
                the close of the 90th
                day after the close of the calendar year in which this Agreement
                is
                entered into by Operator and the Developer. Subject to the foregoing
                time
                limits, Operator shall determine the timing of and the order of drilling
                the Initial Well Locations.

            


    

     

    
      	 	
              (c)

            	
              Depth.
                All of the wells to be drilled under this Agreement shall be:
                

            


    

     

    
      	 	
              (i)

            	
              drilled
                and completed (or plugged) in accordance with the generally accepted
                and
                customary oil and gas field practices and techniques then prevailing
                in
                the geographical area of the Well Locations; and
                

            


    

     

    
      	 	
              (ii)

            	
              drilled
                to a depth sufficient to test thoroughly the objective formation
                or the
                deepest assigned depth, whichever is
                less.

            


    

     

    
      	 	
              (d)

            	
              Interest
                of Developer.
                Except as otherwise provided in this Agreement, all costs, expenses,
                and
                liabilities incurred in connection with the drilling and other operations
                and activities contemplated by this Agreement shall be borne and
                paid, and
                all wells, gathering lines of up to approximately 2,500 feet on each
                Well
                Location in connection with a natural gas well, equipment, materials,
                and
                facilities acquired, constructed or installed under this Agreement
                shall
                be owned, by the Developer in proportion to the share of the Working
                Interest owned by the Developer in the wells. Subject to the payment
                of
                lessor’s royalties and other royalties and overriding royalties, if any,
                production of oil and gas from the wells to be drilled under this
                Agreement shall be owned by the Developer in proportion to the share
                of
                the Working Interest owned by the Developer in the
                wells.

            


    

     

    
      	 	
              (e)

            	
              Right
                to Substitute Well Locations.
                Notwithstanding the provisions of sub-section (a) above, if the Operator
                or Developer determines in good faith, with respect to any Well Location,
                before operations begin under this Agreement on the Well Location,
                that it
                would not be in the best interest of the parties to drill a well
                on the
                Well Location, then the party making the determination shall notify
                the
                other party of its determination and the basis for its determination
                and,
                unless otherwise instructed by Developer, the well shall not be drilled.
                This determination may be based
                on:

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)
                

            	
              the
                production or failure of production of any other wells that may have
                been
                recently drilled in the immediate area of the Well Location;
                

            


    

     

    
      	 	
              (ii)
                

            	
              newly
                discovered title defects; or 

            


    

     

    
      	 	
              (iii)
                

            	
              any
                other evidence with respect to the Well Location as may have been
                obtained. 

            


    

     

    If
      the
      well is not drilled, then Operator shall promptly propose a new well location
      (including all information for the Well Location as Developer may reasonably
      request) to be substituted for the original Well Location. Developer shall
      then
      have seven (7) business days to either reject or accept the proposed new well
      location. If the new well location is rejected, then Operator shall promptly
      propose another substitute well location pursuant to the provisions of this
      sub-section. 

     

    Once
      the
      Developer accepts a substitute well location or does not reject it within the
      seven (7) day period, this Agreement shall terminate as to the original Well
      Location and the substitute well location shall become subject to the terms
      and
      conditions of this Agreement.

     

    
      	3.	
              Operator
                - Responsibilities in General; Covenants;
                Term.

            


    

     

    
      	 	
              (a)

            	
              Operator
                - Responsibilities in General.
                Atlas shall be the Operator of the wells and Well Locations subject
                to
                this Agreement and, as the Developer’s independent contractor, shall, in
                addition to its other obligations under this Agreement do the following:
                

            


    

     

    
      	
            	(i)	
              arrange
                for drilling and completing (or plugging) the wells and, if a gas
                well,
                installing the necessary gas gathering line systems and connection
                facilities; 

            


    

     

    
      	
            	(ii)	
              make
                the technical decisions required in drilling, testing, completing
                (or
                plugging), and operating the wells;


            


    

     

    
      	
            	(iii)	
              manage
                and conduct all field operations in connection with the drilling,
                testing,
                completing (or plugging), equipping, operating, and producing the
                wells;

            


    

     

    
      	
            	(iv)	
              maintain
                all wells, equipment, gathering lines if a gas well, and facilities
                in
                good working order during their useful lives; and
                

            


    

     

    
      	
            	(v)	
              perform
                the necessary administrative and accounting functions.
                

            


    

     

    In
      performing the work contemplated by this Agreement, Operator is an independent
      contractor with authority to control and direct the performance of the details
      of the work.

     

    
      	 	
              (b)

            	
              Covenants.
                Operator covenants and agrees that under this
                Agreement:

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)
                

            	
              it
                shall perform and carry on (or cause to be performed and carried
                on) its
                duties and obligations in a good, prudent, diligent, and workmanlike
                manner using technically sound, acceptable oil and gas field practices
                then prevailing in the geographical area of the Well Locations;
                

            


    

     

    
      	 	
              (ii)
                

            	
              all
                drilling and other operations conducted by, for and under the control
                of
                Operator shall conform in all respects to federal, state and local
                laws,
                statutes, ordinances, regulations, and requirements;
                

            


    

     

    
      	 	
              (iii)
                

            	
              unless
                otherwise agreed in writing by the Developer, all work performed
                pursuant
                to a written estimate shall conform to the technical specifications
                set
                forth in the written estimate and all equipment and materials installed
                or
                incorporated in the wells and facilities shall be new or used and
                of good
                quality; 

            


    

     

    
      	 	
              (iv)
                

            	
              in
                the course of conducting operations, it shall comply with all terms
                and
                conditions, other than any minimum drilling commitments, of the Leases
                (and any related assignments, amendments, subleases, modifications
                and
                supplements);

            


    

     

    
      	 	
              (v)
                

            	
              it
                shall keep the Well Locations and all wells, equipment and facilities
                located on the Well Locations free and clear of all labor, materials
                and
                other types of liens or encumbrances arising out of operations;
                

            


    

     

    
      	 	
              (vi)
                

            	
              it
                shall file all reports and obtain all permits and bonds required
                to be
                filed with or obtained from any governmental authority or agency
                in
                connection with the drilling or other operations and activities;
                and
                

            


    

     

    
      	 	
              (vii)
                

            	
              it
                will provide competent and experienced personnel to supervise drilling,
                completing (or plugging), and operating the wells and use the services
                of
                competent and experienced service companies to provide any third
                party
                services necessary or appropriate in order to perform its
                duties.

            


    

     

    
      	 	
              (c)

            	
              Term. Atlas
                shall serve as Operator under this Agreement until the earliest of:
                

            


    

     

    
      	 	
              (i)
                

            	
              the
                termination of this Agreement pursuant to Section 13;
                

            


    

     

    
      	 	
              (ii)
                

            	
              the
                termination of Atlas as Operator by the Developer at any time in
                the
                Developer’s discretion, with or without cause on sixty (60) days’ advance
                written notice to the Operator; or 

            


    

     

    
      	 	
              (iii)
                

            	
              the
                resignation of Atlas as Operator under this Agreement which may occur
                on
                ninety (90) days’ written notice to the Developer at any time after five
                (5) years from the date of this Agreement, it being expressly understood
                and agreed that Atlas shall have no right to resign as Operator before
                the
                expiration of the five-year period.


            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Any
      successor Operator shall be selected by the Developer. Nothing contained in
      this
      sub-section shall relieve or release Atlas or the Developer from any liability
      or obligation under this Agreement that accrued or occurred before Atlas’
removal or resignation as Operator under this Agreement. On any change in
      Operator under this provision, the then present Operator shall deliver to the
      successor Operator possession of all records, equipment, materials and
      appurtenances used or obtained for use in connection with operations under
      this
      Agreement and owned by the Developer.

     

    
      	
              4.

            	
              Operator’s
                Charges for Drilling and Completing Wells; Payment; Completion
                Determination; Dry Hole Determination; Excess Funds and Cost
                Overruns-Intangible Drilling Costs; Excess Funds and Cost
                Overruns-Tangible Costs.

            


    

     

    
      	 	
              (a)

            	
              Operator’s
                Charges for Drilling and Completing Wells.
                Each oil and gas well that is drilled and completed under this Agreement
                shall be drilled and completed for
                an amount equal to the sum of the following items: (i) the Cost of
                permits, supplies, materials, equipment, and all other items used
                in the
                drilling and completion of a well provided by third-parties, or if
                the
                foregoing items are provided by Affiliates of the Developer’s Managing
                General Partner, then those items shall be charged at competitive
                rates;
                (ii) fees
                for third-party services; (iii) fees for services provided by the
                Developer’s Managing General Partner’s Affiliates, which shall be charged
                at competitive rates; (iv) an
                administration and oversight fee of $15,000 per well, which is $60,000
                per
                well in the Marcellus Shale primary area in western Pennsylvania,
                which
                shall be charged to the Developer’s investors as part of each well’s
                Intangible Drilling Costs (“IDCs”), as that term is defined below and the
                portion of Tangible Costs, as that term is defined below, paid by
                the
                Developer’s investors;
                and (v) a mark-up in an amount equal to 15% of the sum of (i), (ii),
                (iii)
                and (iv), above, for the Developer’s Managing General Partner’s services
                as general drilling contractor as Operator under this
                Agreement.“Cost”
                shall mean the price paid by Operator in an arm’s-length transaction.
                Additionally, if
                the Developer’s Managing General Partner drills a well for the Developer
                that the Managing General Partner determines is not an average well
                in the
                area because of the well’s depth, complexity associated with either
                drilling or completion activity or as otherwise determined by the
                Managing
                General Partner, the administration and oversight fee for the well
                described in §4.02(d)(1)(iv) of the Developer’s Partnership Agreement may
                be increased to a competitive rate as determined by the Managing
                General
                Partner.

            


    

     

    The
      estimated price
      for
      drilling and completing each of the wells shall be set forth in an Authority
      for
      Expenditure (“AFE”) that shall be attached to this Agreement as an Exhibit, and
      shall cover all ordinary costs which may be incurred in drilling and completing
      (or plugging) each well. This includes without limitation, site preparation,
      permits and bonds, roadways, surface damages, power at the site, water,
      Operator’s compensation as set forth above, rights-of-way, drilling rigs,
      equipment and materials, costs of title examinations, logging, cementing,
      fracturing, casing, meters (other than utility purchase meters), connection
      facilities, salt water collection tanks, separators, siphon string, rabbit,
      tubing, an average of 2,500 feet of gathering line per well in connection with
      each gas well, and geological, geophysical and engineering services.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Payment.
                The Developer shall pay to Operator, in proportion to the share of
                the
                Working Interest owned by the Developer in the wells, one hundred
                percent
                (100%) of the estimated IDCs and Tangible Costs, as those terms are
                defined below, for drilling and completing all initial wells on execution
                of this Agreement. Notwithstanding the foregoing, Atlas’ payments for its
                share of the estimated Tangible Costs, as that term is defined below,
                of
                drilling and completing all initial wells as the Managing General
                Partner
                of the Developer shall be paid within five (5) business days of notice
                from Operator that the costs have been incurred. The Developer’s payment
                shall be nonrefundable in all events in order to enable Operator
                to do the
                following:

            


    

     

    
      	 	
              (i)
                

            	
              commence
                site preparation for the initial
                wells;

            


    

     

    
      	 	
              (ii)
                

            	
              obtain
                suitable subcontractors for drilling and completing or plugging the
                initial wells at currently prevailing prices; and
                

            


    

     

    
      	 	
              (iii)
                

            	
              insure
                the availability of equipment and materials.


            


    

     

    For
      purposes of this Agreement, “Intangible Drilling Costs” or “IDCs” shall mean
      those expenditures associated with property acquisition and the drilling and
      completion of oil and gas wells that under present law are generally accepted
      as
      fully deductible currently for federal income tax purposes. This includes:
      

     

    
      	 	
              (i)

            	
              all
                expenditures made with respect to any well before the establishment
                of
                production in commercial quantities for wages, fuel, repairs, hauling,
                supplies and other costs and expenses incident to and necessary for
                the
                drilling of the well and the preparation of the well for the production
                of
                oil or gas, that are currently deductible pursuant to Section 263(c)
                of
                the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury
                Reg. Section 1.612-4, which are generally termed "intangible drilling
                and
                development costs"; 

            


    

     

    
      	 	
              (ii)

            	
              the
                expense of plugging and abandoning any well before a completion attempt;
                and 

            


    

     

    
      	 	
              (iii)

            	
              the
                costs (other than Tangible Costs and Lease acquisition costs) to
                re-enter
                and deepen an existing well, complete the well to deeper formations
                or
                reservoirs, or plug and abandon the well if it is nonproductive from
                the
                targeted deeper formations or reservoirs.


            


    

     

    “Tangible
      Costs” shall mean those costs associated with property acquisition and the
      drilling and completion of oil and gas wells that are generally accepted as
      capital expenditures pursuant to the provisions of the Code. This includes:
      

     

    
      	 	
              (i)

            	
              all
                costs of equipment, parts and items of hardware used in drilling
                and
                completing (or plugging) a well; 

            


    

     

    
      	 	
              (ii)

            	
              the
                costs (other than IDCs and Lease acquisition costs) to re-enter and
                deepen
                an existing well, complete the well to deeper formations or reservoirs,
                or
                plug and abandon the well if it is nonproductive from the targeted
                deeper
                formations or reservoirs; and 

            


    

     

    
      	 	
              (iii)

            	
              those
                items necessary to deliver acceptable oil and gas production to purchasers
                to the extent installed downstream
                from the wellhead of any well, which are required to be capitalized
                under
                the Code and its regulations.

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    With
      respect to each additional well drilled on the Additional Well Locations, if
      any, the Developer shall pay to Operator, in proportion to the share of the
      Working Interest owned by the Developer in the wells, one hundred percent (100%)
      of the estimated IDCs
      and
      Tangible Costs for drilling and completing the well on execution of the
      applicable addendum pursuant to Section l(c) above. Notwithstanding the
      foregoing, Atlas’ payments for its share of the estimated Tangible Costs of
      drilling and completing all additional wells as the Managing General Partner
      of
      the Developer shall be paid within five (5) business days of notice from
      Operator that the costs have been incurred. The Developer’s payment shall be
      nonrefundable in all events in order to enable Operator to do the
      following:

     

    
      	 	
              (i)
                

            	
              commence
                site preparation for the additional
                wells;

            


    

     

    
      	 	
              (ii)
                

            	
              obtain
                suitable subcontractors for drilling and completing the additional
                wells
                at currently prevailing prices; and


            


    

     

    
      	 	
              (iii)
                

            	
              insure
                the availability of equipment and
                materials.

            


    

     

    Developer
      shall pay, in proportion to the share of the Working Interest owned by the
      Developer in the wells, any extra costs incurred for each well pursuant to
      sub-section (a) above within ten (10) business days of its receipt of Operator’s
      statement for the extra costs.

     

    
      	 	
              (c)

            	
              Completion
                Determination.
                Operator shall determine whether or not to run the production casing
                for
                an attempted completion or to plug and abandon any well drilled under
                this
                Agreement. However, a well shall be completed only if Operator has
                made a
                good faith determination that there is a reasonable possibility of
                obtaining commercial quantities of oil and/or
                gas.

            


    

     

    
      	 	
              (d)

            	
              Dry
                Hole Determination.
                If
                Operator determines at any time during the drilling or attempted
                completion of any well drilled under this Agreement, in accordance
                with
                the generally accepted and customary oil and gas field practices
                and
                techniques then prevailing in the geographic area
                of the Well Location that the well should not be completed, then
                it shall
                promptly and properly plug and abandon the well.
                

            


    

     

    
      	 	
              (e)

            	
              Excess
                Funds and Cost Overruns-Intangible Drilling Costs.
                Any estimated IDCs
                (which
                are the IDCs
                set
                forth on the AFE Exhibit) prepaid by Developer with respect to any
                well
                that exceed Operator’s price specified in sub-section (a) above for the
                Intangible Drilling Costs of the well (i.e., the actual IDCs)
                shall
                be retained by Operator. This excess of estimated IDCs
                as reflected on the AFE Exhibit over the actual price of the IDCs
                for the
                well shall
                be applied, in proportion to the share of the Working Interest owned
                by
                the Developer in the wells, to: 

            


    

     

    
      	 	
              (i)

            	
              the
                IDCs
                of
                an additional well or wells to be drilled on the Additional Well
                Locations; or 

            


    

     

    
      	 	
              (ii)

            	
              any
                cost overruns owed by the Developer to Operator for IDCs
                on
                one or more of the other wells on the Well Locations.
                

            


    

     

    Conversely,
      if Operator’s price specified in sub-section (a) above for the IDCs
      of
      any
      well (i.e., the actual IDCs)
      exceeds
      the estimated IDCs
      (which
      are the IDCs
      set
      forth
      on the AFE Exhibit) prepaid by Developer for the well, then:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              Developer
                shall pay the additional price to Operator within ten (10) business
                days
                after notice from Operator that the additional amount is due and
                owing;
                or

            


    

     

    
      	 	
              (ii)

            	
              Developer
                and Operator may agree to delete or reduce Developer’s Working Interest in
                one or more wells to be drilled under this Agreement that have not
                yet
                been spudded to provide funds to pay the additional amounts owed
                by
                Developer to Operator. If doing so results in any excess prepaid
                IDCs,
                then these funds shall be applied, in proportion to the share of
                the
                Working Interest owned by the Developer in the wells, to:
                

            


    

     

    
      	 	
              (a)

            	
              the
                IDCs
                of
                an additional well or wells to be drilled on the Additional Well
                Locations; or 

            


    

     

    
      	 	
              (b)

            	
              any
                cost overruns owed by the Developer to Operator for IDCs
                of
                one or more of the other wells on the Well Locations.
                

            


    

     

    The
      Exhibits to this Agreement with respect to the affected wells shall be amended
      as appropriate.

     

    
      	 	
              (f)

            	
              Excess
                Funds and Cost Overruns – Tangible Costs.
                Any estimated Tangible Costs (which are the Tangible Costs set forth
                on
                the AFE Exhibit) prepaid by Developer with respect to any well that
                exceed
                Operator’s price specified in sub-section (a) above for the Tangible Costs
                of the well (i.e., the actual Tangible Costs) shall be retained by
                Operator. This excess of Tangible Costs as reflected on the AFE Exhibit
                over the actual price of the Tangible Costs for the well shall be
                applied,
                in proportion to the share of the Working Interest owned by the Developer
                in the wells, to: 

            


    

     

    
      	 	
              (i)

            	
              the
                Developer’s Participants’ share of the Tangible Costs for an additional
                well or wells to be drilled on the Additional Well Locations; or
                

            


    

     

    
      	 	
              (ii)

            	
              any
                cost overruns owed by the Developer to Operator for the Developer’s
                Participants’ share of the Tangible Costs of one or more of the other
                wells on the Well Locations. 

            


    

     

    Conversely,
      if Operator’s price specified in sub-section (a) above for the Developer’s
      Participants’ share of Tangible Costs of any well (i.e., the actual Tangible
      Costs) exceeds
      the estimated Tangible Costs (which are the Tangible Costs set forth on the
      AFE
      Exhibit) prepaid by Developer for the Developer’s Participants’ share of the
      Tangible Costs for the well, then:

     

    
      	 	
              (i)
                

            	
              Developer
                shall pay the additional price to Operator within ten (10) business
                days
                after notice from Operator that the additional price is due and owing;
                or

            


    

     

    
      	 	
              (ii)
                

            	
              Developer
                and Operator may agree to delete or reduce Developer’s Working Interest in
                one or more wells to be drilled under this Agreement that have not
                yet
                been spudded to provide funds to pay the additional amounts owed
                by
                Developer to Operator. If doing so results in any excess prepaid
                Tangible
                Costs, then these funds shall be applied, in proportion to the share
                of
                the Working Interest owed by the Developer in the wells, to:
                

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                Developer’s Participants’ share of the Tangible Costs of an additional
                well or wells to be drilled on the Additional Well Locations; or
                

            


    

     

    
      	 	
              (b)

            	
              any
                cost overruns owed by the Developer to Operator for the Developer’s
                Participants’ share of the Tangible Costs of one or more of the other
                wells on the Well Locations. 

            


    

     

    
      	 	
              (iii)
                

            	
              The
                Developer’s Participants’ share of the Tangible Costs of all of the wells
                drilled under this Agreement and any additional wells to be drilled
                on the
                Additional Well Locations under any Addendum to this Agreement shall
                be
                ten percent (10%) of the total price prepaid by Developer to Operator
                pursuant to Section 4(b) of this Agreement or any Addendum hereto.
                The
                Developer’s Participants’ share of the Tangible Costs of any one well
                drilled under this Agreement shall be determined subject to the preceding
                sentence, taking into account the Developer’s share of all of the Tangible
                Costs of all of the wells to be drilled under this Agreement and
                any
                Addendum hereto.

            


    

     

    The
      Exhibits to this Agreement with respect to the affected wells shall be amended
      as appropriate.

     

    
      	
              5.

            	
              Title
                Examination of Well Locations, Developer’s Acceptance and Liability;
                Additional Well Locations.

            


    

     

    
      	 	
              (a)

            	
              Title
                Examination of Well Locations, Developer’s Acceptance and
                Liability.
                The Developer acknowledges that Operator has furnished Developer
                with the
                title opinions identified on Exhibit A, and other documents and
                information that Developer or its counsel has requested in order
                to
                determine the adequacy of the title to the Initial Well Locations
                and
                leased premises subject to this Agreement. The Developer accepts
                the title
                to the Initial Well Locations and leased premises and acknowledges
                and
                agrees that, except for any loss, expense, cost, or liability caused
                by
                the breach of any of the warranties and representations made by the
                Operator in Section l(b), any loss, expense, cost or liability whatsoever
                caused by or related to any defect or failure of the title shall
                be the
                sole responsibility of and shall be borne entirely by the
                Developer.

            


    

     

    
      	 	
              (b)

            	
              Additional
                Well Locations.
                Before beginning drilling of any well on any Additional Well Location,
                Operator shall conduct, or cause to be conducted, a title examination
                of
                the Additional Well Location, in order to obtain appropriate abstracts,
                opinions and certificates and other information necessary to determine
                the
                adequacy of title to both the applicable Lease and the fee title
                of the
                lessor to the premises covered by the Lease. The results of the title
                examination and such other information as is necessary to determine
                the
                adequacy of title for drilling purposes shall be submitted to the
                Developer for its review and acceptance. No drilling on the Additional
                Well Locations shall begin until the title has been accepted in writing
                by
                the Developer. After any title has been accepted by the Developer,
                any
                loss, expense, cost, or liability whatsoever, caused by or related
                to any
                defect or failure of the title shall be the sole responsibility of
                and
                shall be borne entirely by the Developer, unless such loss, expense,
                cost, or liability was caused by the breach of any of the warranties
                and
                representations made by the
                Operator
                in
                Section l(b).

            


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Operations
                Subsequent to Completion of the Wells; Fee Adjustments; Extraordinary
                Costs; Pipelines; Price Determinations; Plugging and
                Abandonment.

            


    

     

    
      	 	
              (a)

            	
              Operations
                Subsequent to Completion of the Wells.
                Beginning with the month in which a well drilled under this Agreement
                begins to produce, Operator shall be entitled to an operating fee
                of $392
                per month for each well being operated under this Agreement, which
                operating fee shall be proportionately reduced, on a well-by-well
                basis to
                the extent the Developer owns less than 100% of the Working Interest
                in a
                well. This fee shall be in lieu of any direct charges by Operator
                for its
                services or the provision by Operator of its equipment for normal
                superintendence and maintenance of the wells and related pipelines
                and
                facilities. 

            


    

     

    The
      operating fees shall cover all normal, regularly recurring operating expenses
      for the production, delivery and sale of natural gas, including without
      limitation:

     

    
      	 	
              (i)
                

            	
              well
                tending, routine maintenance and adjustment;


            


    

     

    
      	 	
              (ii)
                

            	
              reading
                meters, recording production, pumping, maintaining appropriate books
                and
                records; 

            


    

     

    
      	 	
              (iii)
                

            	
              preparing
                reports to the Developer and government agencies; and
                

            


    

     

    
      	 	
              (iv)
                

            	
              collecting
                and disbursing revenues. 

            


    

     

    The
      operating fees shall not cover costs and expenses related to the following:
      

     

    
      	 	
              (i)
                

            	
              the
                production and sale of oil; 

            


    

     

    
      	 	
              (ii)
                

            	
              the
                collection and disposal of salt water or other liquids produced by
                the
                wells;

            


    

     

    
      	 	
              (iii)
                

            	
              the
                rebuilding of access roads; and 

            


    

     

    
      	 	
              (iv)
                

            	
              the
                purchase of equipment, materials or third party services;
                

            


    

     

    which,
      subject to the provisions of sub-section (c) of this Section 6, shall be
      invoiced by Operator to the Developer on a monthly basis, and shall be paid
      by
      the Developer within ten (10) business days after notice from Operator that
      the
      additional amounts are due and owing in proportion to the share of the Working
      Interest owned by the Developer in the wells. 

     

    Any
      well
      that is temporarily abandoned or shut-in continuously for an entire calendar
      month shall not be considered a producing well for purposes of determining
      the
      number of wells in the month subject to the operating fee.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Fee
                Adjustments.
                The monthly operating fee set forth in sub-section (a) above may
                be
                adjusted by Operator annually, as of the first day of January (the
                “Adjustment Date”) of each year, beginning January 1, 2009. This
                adjustment, if any, shall not exceed the percentage increase in the
                average weekly earnings of “Crude Petroleum, Natural Gas, and Natural Gas
                Liquids” workers, as published by the U.S. Department of Labor, Bureau of
                Labor Statistics, and shown in Employment and Earnings Publication,
                Monthly Establishment Data, Hours and Earning Statistical Table C-2,
                Index
                Average Weekly Earnings of “Crude Petroleum, Natural Gas, and Natural Gas
                Liquids” workers, SIC Code #131-2, or any successor index thereto, since
                January l, 2007, in the case of the first adjustment, and since the
                previous Adjustment Date, in the case of each subsequent adjustment.
                

            


    

     

    In
      addition, the monthly operating fee set forth in sub-section (a) above for
      any
      given well or wells being operated under this Agreement may be increased beyond
      the annual adjustment described in the prior paragraph without advance notice
      to
      the Developer, from time-to-time to the competitive rate in the area where
      the
      well(s) are situated, as determined by the Operator in its sole
      discretion.

     

    
      	 	
              (c)

            	
              Extraordinary
                Costs.
                Without the prior written consent of the Developer, pursuant to a
                written
                estimate submitted by Operator, Operator shall not undertake any
                single
                project or incur any extraordinary cost with respect to any well
                being
                produced under this Agreement that is reasonably estimated to result
                in an
                expenditure of more than $5,000, unless the project or extraordinary
                cost
                is necessary for the following:

            


    

     

    
      	 	
              (i)
                

            	
              to
                safeguard persons or property; or 

            


    

     

    
      	 	
              (ii)
                

            	
              to
                protect the well or related facilities in the event of a sudden emergency.
                

            


    

     

    In
      no
      event, however, shall the Developer be required to pay for any project or
      extraordinary cost arising from the negligence or misconduct of Operator, its
      agents, servants, employees, subcontractors, licensees, or invitees.


     

    All
      extraordinary costs incurred and the cost of projects undertaken under this
      section with respect to a well being produced under this Agreement shall be
      billed to the Developer at the invoice cost of third-party services performed
      or
      materials purchased together with a reasonable charge by Operator for any
      services performed directly by it, in proportion to the share of the Working
      Interest owned by the Developer in the wells. Operator shall have the right
      to
      require the Developer to pay in advance all or a portion of the estimated costs
      of a project undertaken under this section, before undertaking the project,
      in
      proportion to the share of the Working Interest owned by the Developer in the
      well or wells. 

     

    
      	 	
              (d)

            	
              Pipelines.
                Developer shall have no interest in the pipeline gathering system,
                which
                gathering system shall remain the sole property of Operator or its
                Affiliates and shall be maintained at their sole cost and
                expense.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Price
                Determinations.
                Notwithstanding anything in this Agreement to the contrary, the Developer
                shall pay all costs in proportion to the share of the Working Interest
                owned by the Developer in the wells with respect to obtaining price
                determinations under and otherwise complying with the Natural Gas
                Policy
                Act of 1978 and the implementing state regulations. This responsibility
                shall include, without limitation, preparing, filing, and executing
                all
                applications, affidavits, interim collection notices, reports and
                other
                documents necessary or appropriate to obtain price certification,
                to
                effect sales of natural gas, or otherwise to comply with the Act
                and the
                implementing state regulations. 

            


    

     

    
      	 	 	
              Operator
                agrees to furnish the information and render the assistance as the
                Developer may reasonably request in order to comply with the Act
                and the
                implementing state regulations without charge for services performed
                by
                its employees.

            


    

     

    
      	 	
              (f)

            	
              Plugging
                and Abandonment.
                The Developer shall have the right to direct Operator to plug and
                abandon
                any well that has been completed under this Agreement as a producer.
                In
                addition, Operator shall not plug and abandon any well that has been
                drilled and completed as a producer under this Agreement before obtaining
                the written consent of the Developer. However, if the Operator determines
                that any well drilled and completed under this Agreement as a producer
                shall be plugged and abandoned in accordance with the generally accepted
                and customary oil and gas field practices and techniques then prevailing
                in the geographic area of the well location, and makes a written
                request
                to the Developer for authority to plug and abandon the well and the
                Developer fails to respond in writing to the request within forty-five
                (45) days following the date of the request, then the Developer shall
                be
                deemed to have consented to the plugging and abandonment of the well.
                

            


    

     

    All
      costs
      and expenses related to plugging and abandoning wells that have been drilled
      and
      completed under this Agreement as producing wells shall be borne and paid by
      the
      Developer in proportion to the share of the Working Interest owned by the
      Developer in the wells. Also, at any time after one (1) year from the date
      each
      well drilled and completed under this Agreement is placed into production,
      Operator shall have the right to deduct each month from the proceeds of the
      sale
      of the production from the well up to $200, in proportion to the share of the
      Working Interest owned by the Developer in the well, for the purpose of
      establishing a fund to cover the Operator’s estimate of the Developer’s share of
      the costs of eventually plugging and abandoning the well. All of these funds
      shall be deposited by Operator in a separate interest bearing escrow account
      for
      the account of the Developer, and the total amount so retained and deposited
      shall not exceed Operator’s reasonable estimate of Developer’s share of the
      costs of eventually plugging and abandoning the well.

     

    
      	
              7.

            	
              Billing
                and Payment Procedure with Respect to Operation of Wells; Disbursements;
                Separate Account for Sale Proceeds; Records and Reports; Additional
                Information.

            


    

     

    
      	 	
              (a)

            	
              Billing
                and Payment Procedure with Respect to Operation of
                Wells.
                Operator shall promptly and timely pay and discharge on behalf of
                the
                Developer, in proportion to the share of the Working Interest owned
                by the
                Developer in the wells, the following:


            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              all
                expenses and liabilities payable and incurred by reason of its operation
                of the wells in accordance with this Agreement , such as severance
                taxes,
                royalties, overriding royalties, operating fees, and pipeline gathering
                charges; and 

            


    

     

    
      	 	
              (ii)

            	
              any
                third-party invoices received by Operator with respect to the Developer’s
                share of the costs and expenses incurred in connection with the operation
                of the wells. 

            


    

     

    Operator,
      however, shall not be required to pay and discharge any of the above costs
      and
      expenses that are being contested in good faith by Operator. 

     

    Operator
      shall: 

     

    
      	 	
              (i)

            	
              deduct
                the foregoing costs and expenses from the Developer’s share of the
                proceeds of the oil and/or gas sold from the wells; and
                

            


    

     

    
      	 	
              (ii)

            	
              keep
                an accurate record of the Developer’s account, showing expenses incurred
                and charges and credits made and received with respect to each well.
                

            


    

     

    If
      the
      Developer’s share of the proceeds of the oil and/or gas sold from the wells is
      insufficient to pay the costs and expenses, then Operator shall promptly and
      timely pay and discharge the costs and expenses described above, in proportion
      to the share of the Working
      Interest owned by the Developer in the wells, and prepare and submit an invoice
      to the Developer each month for those costs and expenses. The invoice shall
      be
      accompanied by the form of statement specified in sub-section (b) below, and
      shall
      be
      paid by the Developer within ten (10) business days of its receipt.

     

    
      	 	
              (b)

            	
              Disbursements.
                Operator shall disburse to the Developer, on a monthly basis, the
                Developer’s share of the proceeds received from the sale of oil and/or gas
                sold from the wells operated under this Agreement,
                less:

            


    

     

    
      	 	
              (i)
                

            	
              the
                amounts charged to the Developer under sub-section (a); and
                

            


    

     

    
      	 	
              (ii)
                

            	
              the
                amount, if any, withheld by Operator for future plugging costs pursuant
                to
                sub-section (f) of Section 6. 

            


    

     

    Each
      disbursement made and/or invoice submitted to the Developer pursuant to
      sub-section (a) above shall be accompanied by a statement from the Operator
      itemizing with respect to each well: 

     

    
      	 	
              (i)
                

            	
              the
                total production of oil and/or gas since the date of the last disbursement
                or invoice billing period, as the case may be, and the Developer’s share
                of the production; 

            


    

     

    
      	 	
              (ii)
                

            	
              the
                total proceeds received from any sale of the production, and the
                Developer’s share of the proceeds; 

            


    

     

    
      	 	
              (iii)
                

            	
              the
                costs and expenses deducted from the proceeds and/or being billed
                to the
                Developer pursuant to sub-section (a) above;


            


    

     

    
      	 	
              (iv)
                

            	
              the
                amount withheld for future plugging costs; and


            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (v)
                

            	
              any
                other information as Developer may reasonably request, including
                without
                limitation copies of all third-party invoices listed on the statement
                for
                the period. 

            


    

     

    
      	 	
              (c)

            	
              Separate
                Account for Sale Proceeds. Operator
                agrees to deposit all proceeds from the sale of oil and/or gas sold
                from
                the wells operated under this Agreement in a separate checking account
                maintained by Operator. This account shall be used solely for the
                purpose
                of collecting and disbursing funds constituting proceeds from the
                sale of
                production under this Agreement.

            


    

     

    
      	 	
              (d)

            	
              Records
                and Reports.
                In
                addition to the statements required under sub-section (b) above,
                Operator,
                within seventy-five (75) days after the completion of each well drilled,
                shall furnish the Developer with a detailed statement itemizing with
                respect to the well the total costs and charges under Section 4(a)
                and the
                Developer’s share of the costs and charges, and any other information as
                is necessary to enable the
                Developer:

            


    

     

    
      	 	
              (i)
                

            	
              to
                allocate any extra costs incurred with respect to the well between
                Tangible Costs and Intangible Drilling Costs; and
                

            


    

     

    
      	 	
              (ii)
                

            	
              to
                determine the amount of the investment tax credit or marginal well
                production tax credit, if
                applicable.

            


    

     

    
      	 	
              (e)

            	
              Additional
                Information. Operator
                shall promptly furnish the Developer with any additional information
                as it
                may reasonably request, including without limitation geological,
                technical, and financial information, in the form as may reasonably
                be
                requested, pertaining to any phase of the operations and activities
                governed by this Agreement. The Developer and its authorized employees,
                agents and consultants, including independent accountants shall,
                at
                Developer’s sole cost and expense:

            


    

     

    
      	 	
              (i)
                

            	
              on
                at least ten (10) days’ written notice to Operator have access during
                normal business hours to all of Operator’s records pertaining to
                operations under this Agreement, including without limitation, the
                right
                to audit the books of account of Operator relating to all receipts,
                costs,
                charges, expenses and disbursements and information regarding the
                separate
                account required under sub-section (c); and


            


    

     

    
      	 	
              (ii)
                

            	
              have
                access, at its sole risk, to any wells drilled by Operator under
                this
                Agreement at all times to inspect and observe any machinery, equipment
                and
                operations.

            


    

     

    
      	8.	
              Operator’s
                Lien; Right to Collect From Oil or Gas
                Purchaser.

            


    

     

    
      	 	
              (a)

            	
              Operator’s
                Lien. To
                secure the payment of all sums due from Developer to Operator under
                this
                Agreement, the Developer grants Operator a first and preferred lien
                on and
                security interest in the following:

            


    

     

    
      	 	
              (i)
                

            	
              the
                Developer’s interest in the Leases covered by this Agreement;
                

            


    

     

    
      	 	
              (ii)
                

            	
              the
                Developer’s interest in oil and gas produced under this Agreement and its
                share of the proceeds from the sale of the oil and gas; and
                

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)
                

            	
              the
                Developer’s interest in materials and equipment under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Right
                to Collect From Oil or Gas Purchaser. If
                the Developer fails to timely pay any amount owing under this Agreement
                by
                it to the Operator, then Operator, without prejudice to other existing
                remedies, may collect and retain from any purchaser or purchasers
                of oil
                or gas the Developer’s share of the proceeds from the sale of the oil and
                gas until the amount owed by the Developer, plus twelve percent (12%)
                interest on a per annum basis, and any additional costs (including
                without
                limitation actual attorneys’ fees and costs) resulting from the
                delinquency, has been paid. Each purchaser of oil or gas shall be
                entitled
                to rely on Operator’s written statement concerning the amount of any
                default.

            


    

     

    
      	9.	
              Successors
                and Assigns; Transfers; Appointment of
                Agent.

            


    

     

    
      	 	
              (a)

            	
              Successors
                and Assigns.
                This Agreement shall be binding on and inure to the benefit of the
                undersigned parties and their respective successors and permitted
                assigns.
                However, without the prior written consent of the Developer, the
                Operator
                may not assign, transfer, pledge, mortgage, hypothecate, sell or
                otherwise
                dispose of any of its interest in this Agreement, or any of its rights
                or
                obligations under this Agreement. Notwithstanding, this consent shall
                not
                be required in connection with:

            


    

     

    
      	 	
              (i)
                

            	
              the
                assignment of work to be performed for Operator to subcontractors,
                it
                being understood and agreed, however, that any assignment to Operator’s
                subcontractors shall not in any manner relieve or release Operator
                from
                any of its obligations and responsibilities under this Agreement;
                

            


    

     

    
      	 	
              (ii)
                

            	
              any
                lien, assignment, security interest, pledge or mortgage arising under
                Operator’s present or future financing arrangements; or
                

            


    

     

    
      	 	
              (iii)
                

            	
              the
                liquidation, merger, consolidation, or other corporate reorganization
                or
                sale of substantially all of the assets of
                Operator.

            


    

     

    Further,
      in order to maintain uniformity of ownership in the wells, production,
      equipment, and leasehold interests covered by this Agreement, and
      notwithstanding any other provision of this Agreement to the contrary, the
      Developer shall not, without the prior written consent of Operator, sell,
      assign, transfer, encumber, mortgage or otherwise dispose of any of its interest
      in the wells, production, equipment or leasehold interests covered by this
      Agreement unless the disposition encompasses either:

     

    
      	 	
              (i)
                

            	
              the
                entire interest of the Developer in all wells, production, equipment
                and
                leasehold interests subject to this Agreement; or
                

            


    

     

    
      	 	
              (ii)
                

            	
              an
                equal undivided interest in all such wells, production, equipment,
                and
                leasehold interests.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Transfers.
                Subject to the provisions of sub-section (a) above, any sale, encumbrance,
                transfer or other disposition made by the Developer of its interests
                in
                the wells, production, equipment, and/or leasehold interests covered
                by
                this Agreement shall be made:

            


    

     

    
      	 	
              (i)
                

            	
              expressly
                subject to this Agreement;

            


    

     

    
      	 	
              (ii)
                

            	
              without
                prejudice to the rights of the Operator; and


            


    

     

    
      	 	
              (iii)
                

            	
              in
                accordance with and subject to the provisions of the Leases covering
                the
                Well Locations.

            


    

     

    
      	 	
              (c)

            	
              Appointment
                of Agent. If
                at any time the interest of the Developer is divided among or owned
                by
                co-owners, Operator may, in its discretion, require the co-owners
                to
                appoint a single trustee or agent with full authority to do the
                following:

            


    

     

    
      	 	
              (i)
                

            	
              receive
                notices, reports and distributions of the proceeds from production;
                

            


    

     

    
      	 	
              (ii)
                

            	
              approve
                expenditures; 

            


    

     

    
      	 	
              (iii)
                

            	
              receive
                billings for and approve and pay all costs, expenses and liabilities
                incurred under this Agreement; 

            


    

     

    
      	 	
              (iv)
                

            	
              exercise
                any rights granted to the co-owners under this Agreement;
                

            


    

     

    
      	 	
              (v)
                

            	
              grant
                any approvals or authorizations required or contemplated by this
                Agreement; 

            


    

     

    
      	 	
              (vi)
                

            	
              sign,
                execute, certify, acknowledge, file and/or record any agreements,
                contracts, instruments, reports, or documents whatsoever in connection
                with this Agreement or the activities contemplated by this Agreement;
                and
                

            


    

     

    
      	 	
              (vii)
                

            	
              deal
                generally with, and with power to bind, the co-owners with respect
                to all
                activities and operations contemplated by this
                Agreement.

            


    

     

    However,
      all the co-owners shall continue to have the right to enter into and execute
      all
      contracts or agreements for their respective shares of the oil and gas produced
      from the wells drilled under this Agreement in accordance with sub-section
      (c)
      of Section 11.

     

    
      	10.	
              Operator’s
                Insurance; Subcontractors’ Insurance; Operator’s
                Liability.

            


    

     

    
      	 	
              (a)

            	
              Operator’s
                Insurance.
                Operator shall obtain and maintain at its own expense so long as
                it is
                Operator under this Agreement all required Workmen’s Compensation
                Insurance and comprehensive general public liability insurance in
                amounts
                and coverage not less than $1,000,000 per person per occurrence for
                personal injury or death and $1,000,000 for property damage per
                occurrence, which shall include coverage for blow-outs, and total
                liability coverage of not less than $10,000,000.
                

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Subject
      to the above limits, the Operator’s general public liability insurance shall be
      in all respects comparable to that generally maintained in the industry with
      respect to services of the type to be rendered and activities of the type to
      be
      conducted under this Agreement. Operator’s general public liability insurance
      shall, if permitted by Operator’s insurance carrier:

     

    
      	 	
              (i)
                

            	
              name
                the Developer as an additional insured party; and
                

            


    

     

    
      	 	
              (ii)
                

            	
              provide
                that at least thirty (30) days’ prior notice of cancellation and any other
                adverse material change in the policy shall be given to the
                Developer.

            


    

     

    However,
      the Developer shall reimburse Operator for the additional cost, if any, of
      including it as an additional insured party under the Operator’s insurance.


     

    Current
      copies of all policies or certificates of the Operator’s insurance coverage
      shall be delivered to the Developer on request. It is understood and agreed
      that
      Operator’s insurance coverage may not adequately protect the interests of the
      Developer and that the Developer shall carry at its expense the excess or
      additional general public liability, property damage, and other insurance,
      if
      any, as the Developer deems appropriate.

     

    
      	 	
              (b)

            	
              Subcontractors’
                Insurance.
                Operator shall require all of its subcontractors to carry all required
                Workmen’s Compensation Insurance and to maintain such other insurance, if
                any, as Operator in its discretion may
                require.

            


    

     

    
      	 	
              (c)

            	
              Operator’s
                Liability.
                Operator’s liability to the Developer as Operator under this Agreement
                shall be limited to, and Operator shall indemnify the Developer and
                hold
                it harmless from, claims, penalties, liabilities, obligations, charges,
                losses, costs, damages, or expenses (including but not limited to
                reasonable attorneys’ fees) as provided in Section 4.05 of the Developer’s
                Partnership Agreement.

            


    

     

    
      	11.	
              Internal
                Revenue Code Election; Relationship of Parties; Right to Take Production
                in Kind.

            


    

     

    
      	 	
              (a)

            	
              Internal
                Revenue Code Election.
                With respect to this Agreement, each of the parties elects under
                Section
                761(a) of the Internal Revenue Code of 1986, as amended, to be excluded
                from the provisions of Subchapter K of Chapter 1 of Subtitle A of
                the
                Internal Revenue Code of 1986, as amended. If the income tax laws
                of the
                state or states in which the property covered by this Agreement is
                located
                contain, or may subsequently contain, a similar election, each of
                the
                parties agrees that the election shall be exercised.
                

            


    

     

    Beginning
      with the first taxable year of operations under this Agreement, each party
      agrees that the deemed election provided by Section 1.761-2(b)(2)(ii) of the
      Regulations under the Internal Revenue Code of 1986, as amended, will apply;
      and
      no party will file an application under Section 1.761-2 (b)(3)(i) of the
      Regulations to revoke the election. Each party agrees to execute the documents
      and make the filings with the appropriate governmental authorities as may be
      necessary to effect the election.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Relationship
                of Parties.
                It
                is not the intention of the parties to create, nor shall this Agreement
                be
                construed as creating, a mining or other partnership or association
                or to
                render the parties liable as partners or joint ventures for any purpose.
                Operator shall be deemed to be an independent contractor and shall
                perform
                its obligations as set forth in this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Right
                to Take Production in Kind.
                Subject to the provisions of Section 8 above, the Developer shall
                have the
                exclusive right to sell or dispose of its proportionate share of
                all oil
                and gas produced from the wells to be drilled under this Agreement,
                exclusive of production:

            


    

     

    
      	 	
              (i)
                

            	
              that
                may be used in development and producing operations;
                

            


    

     

    
      	 	
              (ii)
                

            	
              unavoidably
                lost; and 

            


    

     

    
      	 	
              (iii)
                

            	
              used
                to fulfill any free gas obligations under the terms of the applicable
                Lease or Leases.

            


    

     

    Operator
      shall not have any right to sell or otherwise dispose of the oil and gas. The
      Developer shall have the exclusive right to execute all contracts relating
      to
      the sale or disposition of its proportionate share of the production from the
      wells drilled under this Agreement. 

     

    Developer
      shall have no interest in any gas supply agreements of Operator, except the
      right to receive Developer’s share of the proceeds received from the sale of any
      gas or oil from wells developed under this Agreement. The Developer agrees
      to
      designate Operator or Operator’s designated bank agent as the Developer’s
      collection agent in any contracts. On request, Operator shall assist Developer
      in arranging the sale or disposition of Developer’s oil and gas under this
      Agreement and shall promptly provide the Developer with all relevant information
      that comes to Operator’s attention regarding opportunities for selling
      production. 

     

    If
      Developer fails to take in kind or separately dispose of its proportionate
      share
      of the oil and gas produced under this Agreement, then Operator shall have
      the
      right, subject to the revocation at will by the Developer, but not the
      obligation, to purchase the oil and gas or sell it to others at any time and
      from time to time, for the account of the Developer at the best price obtainable
      in the area for the production. Notwithstanding, Operator shall have no
      liability to Developer should Operator fail to market the production.


     

    Any
      such
      purchase or sale by Operator shall be subject always to the right of the
      Developer to exercise at any time its right to take in-kind, or separately
      dispose of, its share of oil and gas not previously delivered to a purchaser.
      Any purchase or sale by Operator of the Developer’s share of oil and gas under
      this Agreement shall be only for reasonable periods of time as are consistent
      with the minimum needs of the oil and gas industry under the particular
      circumstances, but in no event for a period in excess of one (1)
      year.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	12.	
              Effect
                of Force Majeure; Definition of Force Majeure;
                Limitation.

            


    

     

    
      	 	
              (a)

            	
              Effect
                of Force Majeure. If
                Operator is rendered unable, wholly or in part, by force majeure
                (as
                defined below) to carry out any of its obligations
                under this Agreement, including
                but not limited to beginning the drilling of one or more wells by
                the
                applicable times set forth in Section 2(b), or any Addendum to this
                Agreement, the obligations of the Operator, so far as it is affected
                by
                the force majeure, shall be suspended during but no longer than,
                the
                continuance of the force majeure. The
                Operator shall give to the Developer prompt written notice of the
                force
                majeure with
                reasonably full particulars concerning it. Operator shall use all
                reasonable diligence to remove the force majeure as quickly as possible
                to
                the extent the same is within its reasonable
                control.

            


    

     

    
      	 	
              (b)

            	
              Definition
                of Force Majeure. The
                term “force majeure” shall mean an act of God, strike, lockout, or other
                industrial disturbance, act of the public enemy, war, terrorist acts,
                blockade, public riot, lightning, fire, storm, flood, explosion,
                governmental restraint, unavailability of drilling rigs, equipment
                or
                materials, plant shut-downs, curtailments by oil and gas purchasers
                and
                any other causes whether of the kind specifically enumerated above
                or
                otherwise, which directly preclude Operator’s performance under this
                Agreement and is not reasonably within the control of the Operator
                including, but not limited to, the inability of Operator to begin
                the
                drilling of the wells subject to this Agreement by the applicable
                times
                set forth in Section 2(b) or in any Addendum to this Agreement due
                to
                decisions of third-party operators to delay drilling the wells, poor
                weather conditions, inability to obtain drilling permits, access
                right to
                the drilling site or title
                problems.

            


    

     

    
      	 	
              (c)

            	
              Limitation.
                The
                requirement that any force majeure shall be remedied with all reasonable
                dispatch shall not require the settlement of strikes, lockouts, or
                other
                labor difficulty affecting the Operator contrary to its wishes. The
                method
                of handling these difficulties shall be entirely within the discretion
                of
                the Operator.

            


    

     

    
      	13.	
              Term.

            


    

     

    This
      Agreement shall become effective when executed by Operator and the Developer.
      Except as provided in sub-section (c) of Section 3, this Agreement shall
      continue and remain in full force and effect for the productive lives of each
      wells being operated under this Agreement.

     

    
      	14.	
              Governing
                Law; Invalidity.

            


    

     

    
      	 	
              (a)

            	
              Governing
                Law. This
                Agreement shall be governed by, construed and interpreted in accordance
                with the laws of the Commonwealth of Pennsylvania, excluding its
                conflict
                of law provisions. 

            


    

     

    
      	 	
              (b)

            	
              Invalidity.
                The
                invalidity or unenforceability of any particular provision of this
                Agreement shall not affect the other provisions of this Agreement,
                and
                this Agreement shall be construed in all respects as if the invalid
                or
                unenforceable provision were
                omitted.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	15.	
              Integration;
                Written Amendment.

            


    

     

    
      	 	
              (a)

            	
              Integration.
                This
                Agreement, including the Exhibits to this Agreement, constitutes
                and
                represents the entire understanding and agreement of the parties
                with
                respect to the subject matter of this Agreement and supersedes all
                prior
                negotiations, understandings, agreements, and representations relating
                to
                the subject matter of this Agreement.


            


    

     

    
      	 	
              (b)

            	
              Written
                Amendment. No
                change, waiver, modification, or amendment of this Agreement shall
                be
                binding or of any
                effect unless in writing duly
                signed by the party against which the change, waiver, modification,
                or
                amendment is sought to be enforced.

            


    

     

    
      	16.	
              Waiver
                of Default or Breach.

            


    

     

    No
      waiver
      by any party to any default of or breach by any other party under this Agreement
      shall operate as a waiver of any future default or breach, whether of like
      or
      different character or nature.

     

    
      	17.	
              Notices.

            


    

     

    Unless
      otherwise provided in this Agreement, all notices, statements, requests, or
      demands that are required or contemplated by this Agreement shall be in writing
      and shall be hand-delivered or sent by registered or certified mail, postage
      prepaid, to the following addresses until a party’s address is changed by
      certified or registered letter so addressed to the other party:

     

    
      	
              (i)
                

            	
              If
                to the Operator, to:

            
	 	
              Atlas
                Resources, LLC

            
	 	
              Westpointe
                Corporate Center One

            
	 	
              1550
                Coraopolis Heights Road, 2nd Floor

            
	 	
              Moon
                Township, Pennsylvania 15108

            
	 	
              Attention:
                President

            
	 	 
	
              (ii)
                

            	
              If
                to Developer, to:

            
	 	
              Atlas
                Resources Public #17-2008(B) L.P.

            
	 	
              c/o
                Atlas Resources, LLC

            
	 	
              Westpointe
                Corporate Center One

            
	 	
              1550
                Coraopolis Heights Road, 2nd Floor

            
	 	
              Moon
                Township, Pennsylvania 15108

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Notices
      that are served by registered or certified mail on the parties in the manner
      provided above shall be deemed sufficiently served or given for all purposes
      under this Agreement at the time the notice is hand-delivered or mailed in
      any
      post office or branch post office regularly maintained by the United States
      Postal Service or any successor. All payments shall be hand-delivered or sent
      by
      United States mail, postage prepaid to the addresses set forth above until
      a
      party’s address is changed by certified or registered letter so addressed to the
      other party.

     

    
      	18.	
              Interpretation.

            


    

     

    The
      titles of the Sections in this Agreement are for convenience of reference only
      and shall not control or affect the meaning or construction of any of the terms
      and provisions of this Agreement. As used in this Agreement, the plural shall
      include the singular and the singular shall include the plural whenever
      appropriate.

     

    
      	19.	
              Counterparts.

            


    

     

    The
      parties may execute this Agreement in any number of separate counterparts,
      each
      of which, when executed and delivered by the parties, shall have the force
      and
      effect of an original; but all counterparts of this Agreement shall be deemed
      to
      constitute one and the same instrument.

     

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

     

    
      	
              ATLAS
                RESOURCES, LLC

            
	 
	
              By:/s/
                Frank P. Carolas

            
	
              Frank
                P. Carolas, Executive Vice President

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

            
	 
	
              By
                its Managing General Partner:

            
	
              ATLAS
                RESOURCES, LLC

            
	 
	
              By:/s/
                Frank P. Carolas

            
	
              Frank
                P. Carolas, Executive Vice
                President

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    DRILLING
      AND OPERATING AGREEMENT DATED MARCH 25, 2008

    


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

    


    WELL 

    
      

    

    


    
      	
              NINE
                #4

            	 	 	 
	 	 	 	 
	
              GREENAWAIT
                #19

            	 	 	 
	 	 	 	 
	
              RUSH
                #9

            	 	 	 
	 	 	 	 
	
              HUSTOSKY
                #6

            	 	 	 
	 	 	 	 
	
              FERRY
                UNIT #2

            	 	 	 
	 	 	 	 
	
              WARD
                #7

            	 	 	 
	 	 	 	 
	
              SMITH
                #24

            	 	 	 


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    DESCRIPTION
      OF LEASES AND INITIAL WELL LOCATIONS

    


    [To
      be
      completed as information becomes available]

    


    
      	1.	
              WELL
                LOCATION

            


    

    


    
      	 	
              (a)

            	
              Oil
                and Gas Lease from ______________________________________ dated
                _____________________ and recorded in Deed Book Volume __________,
                Page
                __________ in the Recorder’s Office of County, ____________, covering
                approximately _________ acres in ____________________________ Township,
                ___________________ County,
                __________________________.

            


    

    


    
      	 	
              (b)

            	
              The
                portion of the leasehold estate constituting the
                ____________________________________________ No. __________ Well
                Location
                is described on the map attached hereto as Exhibit
                A-l.

            


    

    


    
      	 	
              (c)

            	
              Title
                Opinion of _________________________________,
                ____________________________________,
                ________________________________________,
                ________________________________________, dated ___________________,
                200___.

            


    

    


    
      	 	
              (d)

            	
              The
                Developer’s interest in the leasehold estate constituting this Well
                Location is an undivided  %
                Working Interest to those oil and gas rights from the surface to
                the
                deepest depth penetrated at the cessation of drilling activities
                (which is
                ___________ feet), subject to the landowner’s royalty interest and
                overriding royalty interests.

            


    

     

    Exhibit
      A



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Well
      Name, Twp.

    County,
      State

    


    ASSIGNMENT
      OF OIL AND GAS LEASE

    


     

    STATE
      OF _______________________________

     

    


    COUNTY
      OF _____________________________

    


    KNOW
      ALL MEN BY THESE PRESENTS:

    


    THAT
      the
      undersigned
      ____________________________________________________________________

    (hereinafter
      called “Assignor”), for and in consideration of One Dollar and other valuable
      consideration ($1.00 ovc), the receipt whereof is hereby acknowledged, does
      hereby sell, assign, transfer and set over unto ____________________
      ______________________________________ 
      (hereinafter called “Assignee”), an undivided _____________________________ in,
      and to, the oil and gas lease described as follows:

     

     

     

    together
      with the rights incident thereto and the personal property thereto, appurtenant
      thereto, or used, or obtained, in connection therewith.

    


    And
      for
      the same consideration, the assignor covenants with the said assignee and his
      or
      its heirs, successors, or assigns that assignor is the lawful owner of said
      lease and rights and interest thereunder and of the personal property thereon
      or
      used in connection therewith; that the undersigned has good right and authority
      to sell and convey the same; and that said rights, interest and property are
      free and clear from all liens and encumbrances, and that all rentals and
      royalties due and payable thereunder have been duly paid.

    


    In
      Witness Whereof, the undersigned owner ______ and assignor ______ ha___ signed
      and sealed this instrument the ______ day of _______________,
      200___.

     

    
      	
              Signed
                and acknowledged in the presence of

            	 	  

	 
	 	 

	 
	 	 



    

    


    Exhibit
      B

    (Page
      1)

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGMENT
      BY INDIVIDUAL

    


    STATE
      OF ____

    BEFORE
      ME, a Notary Public, in and for said

    COUNTY
      OF ____________

    


    County
      and State, on this day personally appeared
      ________________________________________________
      who
acknowledged
      to me that ____ he ____ did sign the foregoing instrument and that the same
      is
      _____________ free act and deed.

    


    In
      testimony whereof, I have hereunto set my hand and official seal, at
      _____________________________, this ______ day of _______________, A.D.,
      200___.

    

      
        	 

	
                Notary
                  Public

              


      

    

    


    CORPORATION
      ACKNOWLEDGMENT

     

    STATE
      OF
      ___________________________________

    BEFORE
      ME, a Notary Public, in and for said

    COUNTY
      OF
      _________________________________

    


    County
      and State, on this day personally appeared
      _________________________________________ known
      to
      me to be the person and officer whose name is subscribed to the foregoing
      instrument and acknowledged that the same was the act of the said
      ______________________________________________, a corporation, and that he
      executed the same as the act of such corporation for the purposes and
      consideration therein expressed, and in the capacity therein
      stated.

    


    In
      testimony whereof, I have hereunto set my hand and official seal, at
      _____________________________, this ______ day of _______________, A.D.,
      200___.


    


    
      	 

	
              Notary
                Public

            


    

    


    This
      instrument was prepared by:

    


    Atlas
      Resources, LLC

    Westpointe
      Corporate Center One

    1550
      Coraopolis Heights Road, 2nd Floor

    Moon
      Township, PA 15108

    


    Exhibit
      B

    (Page
      2)

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ADDENDUM
      NO. __________

    


    TO
      DRILLING AND OPERATING AGREEMENT

    


    DATED
      ___________________, 200___

    


    THIS
      ADDENDUM NO. __________ made and entered into this ______ day of
      ________________, 200___, by and between ATLAS RESOURCES, LLC, a Pennsylvania
      limited liability company (hereinafter referred to as “Operator”),

    


    and

    


    ATLAS
      RESOURCES PUBLIC #17-2007(A) L.P. [ATLAS RESOURCES PUBLIC #17-2008(B) L.P.]
      [ATLAS RESOURCES PUBLIC #17-2008(C) L.P.], a Delaware limited partnership,
      (hereinafter referred to as the Developer).

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      Operator and the Developer have entered into a Drilling and Operating Agreement
      dated ___________________, 200___, (the “Agreement”), which relates to the
      drilling and operating of ________________ (______)wells on the ________________
      (______) Initial Well Locations identified on the maps attached as Exhibits
      A-l
      through A-______ to the Agreement, and provides for the development on the
      terms
      and conditions set forth in the Agreement of Additional Well Locations as the
      parties may from time to time designate; and

    


    WHEREAS,
      pursuant to Section l(c) of the Agreement, Operator and Developer presently
      desire to designate ________________ Additional Well Locations described below
      to be developed in accordance with the terms and conditions of the
      Agreement.

    


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

    


    1. Pursuant
      to Section l(c) of the Agreement, the Developer hereby authorizes Operator
      to
      drill, complete (or plug) and operate, on the terms and conditions set forth
      in
      the Agreement and this Addendum No.__________, ________________ additional
      wells
      on the ________________ Additional Well Locations described on Exhibit A to
      this
      Addendum and on the maps attached to this Addendum as Exhibits A-______ through
      A-______.

    


    2. Operator,
      as Developer’s independent contractor, agrees to drill, complete (or plug) and
      operate the additional wells on the Additional Well Locations in accordance
      with
      the terms and conditions of the Agreement and further agrees to begin drilling
      the first additional well within thirty (30) days after the date of this
      Addendum and to begin drilling all of the additional wells before the close
      of
      the 90th
      day
      after the close of the calendar year in which the Agreement was entered into
      by
      Operator and the Developer, or, if this Addendum is dated after that 90 day
      period, to begin drilling the first additional well within thirty (30) days
      after the date of this Addendum and to drill and complete (or plug) all of
      the
      remaining additional wells by the end of the calendar year in which this
      Addendum is dated.

    


    Exhibit
      C

    (Page
      1)

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	3.	
              Developer
                acknowledges that: 

            


    

    


    
      	
            	(a)	
              Operator
                has furnished Developer with the title opinions identified on Exhibit
                A to
                this Addendum; and 

            


    

    


    
      	
            	(b)	
              such
                other documents and information which Developer or its counsel has
                requested in order to determine the adequacy of the title to the
                above
                Additional Well Locations.

            


    

    


    The
      Developer accepts the title to the Additional Well Locations and leased premises
      in accordance with the provisions of Section 5 of the Agreement.

    


    4. The
      drilling and operation of the additional wells on the Additional Well Locations
      shall be in accordance with and subject to the terms and conditions set forth
      in
      the Agreement as supplemented by this Addendum No. __________ and except as
      previously supplemented, all terms and conditions of the Agreement shall remain
      in full force and effect as originally written.

    


    
      	
              5.

            	
              This
                Addendum No. __________ shall be legally binding on, and shall inure
                to
                the benefit of, the parties and their respective successors and permitted
                assigns.

            


    

    


    WITNESS
      the due execution of this Addendum on the day and year first above
      written.

    


    
      	
              ATLAS
                RESOURCES, LLC

            
	 
	
              By:/s/
                Frank P. Carolas

            
	
              Frank
                P. Carolas, Executive Vice President

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

            
	 
	
              By
                its Managing General Partner:

            
	
              ATLAS
                RESOURCES, LLC

            
	 
	
              By:/s/
                Frank P. Carolas

            
	
              Frank
                P. Carolas, Executive Vice
                President

            


    

     

    Exhibit
      C

    (Page
      2)