UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]           Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the





quarterly
      period ended
            March 31, 2008





[  ]           Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the





transition
      period from
            
            to





Commission_File_Number
            000-50654





ICON Income Fund Ten,
LLC(Exact
      name of registrant as specified in its
charter)





Delaware
            35-2193184(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)





100 Fifth Avenue, 4thFloor, New York, New York
            10011-1505(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700Registrant's
      telephone number, including area
code





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  [x]
Yes       [  ]
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of ‘‘large accelerated filer’’, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
accelerated filer [  ]    Accelerated
filer [  ]   Non-accelerated filer [x] Smaller
reporting company [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  [  ]
Yes       [x] No





Number of
outstanding limited liability company shares of the registrant on April 30, 2008
is 148,276.













ICON Income Fund Ten, LLC
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      Statements
            1Condensed Consolidated Balance Sheets
            1Condensed Consolidated Statements of
      Operations
            2Condensed Consolidated Statement of Changes in Members’
      Equity
            3Condensed Consolidated Statements of Cash
      Flows
            4Notes to Condensed Consolidated Financial Statements
      (unaudited)
            6Item 2. Manager’s Discussion and Analysis of Financial
      Condition and Results of Operations
            17Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            24Item 4T. Controls and Procedures
            25PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            26Item 1A.   Risk
Factors
            
            26Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            26Item 3. Defaults Upon Senior
Securities
            26Item 4. Submission of Matters to a Vote of Security
      Holders
            26Item 5. Other Information
            
            26Item 6. Exhibits
            
            27Signatures
            
            28







Table of Contents


PART I – FINANCIAL INFORMATION





Item 1.  Condensed Consolidated Financial
Statements





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Balance SheetsAssetsMarch
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            19,041,527
            
            
            $
            4,448,826Current
      portion of net investment in finance leases
            
            
            1,540,199
            
            
            
            1,491,424Restricted
      cash
            
            
            246,184
            
            
            
            600,802Interest
      rate swap contracts
            
            
            -
            
            
            
            39,703Other
      current assets
            
            
            382,885
            
            
            
            269,423Total
      current assets
            
            
            21,210,795
            
            
            
            6,850,178Non-current
      assetsNet
      investment in finance leases, less current portion
            
            
            11,664,282
            
            
            
            12,085,323Leased
      equipment at cost, (less accumulated depreciation of$48,653,814
      and $58,125,917)
            
            
            53,536,363
            
            
            
            79,660,369Equipment
      held for sale or lease, net
            
            
            13,348
            
            
            
            57,688Note
      receivable on financing facility, net
            
            
            4,252,390
            
            
            
            4,087,568Investments
      in joint ventures
            
            
            18,015,385
            
            
            
            18,691,374Investments
      in unguaranteed residual values
            
            
            942,006
            
            
            
            1,071,031Other
      non-current assets, net
            
            
            247,991
            
            
            
            405,217Total
      non-current assets
            
            
            88,671,765
            
            
            
            116,058,570Total
      Assets
            
            $
            109,882,560
            
            
            $
            122,908,748Liabilities
      and Members' EquityCurrent
      liabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            11,158,632
            
            
            $
            16,327,680Revolving
      line of credit, recourse
            
            
            3,000,000
            
            
            
            5,000,000Interest
      rate swap contracts
            
            
            192,190
            
            
            
            -Due
      to Manager and affiliates
            
            
            243,354
            
            
            
            171,268Accrued
      expenses and other liabilities
            
            
            476,901
            
            
            
            334,133Deferred
      revenue
            
            
            30,025
            
            
            
            32,985Total
      current liabilities
            
            
            15,101,102
            
            
            
            21,866,066Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            4,230,400
            
            
            
            13,967,409Total
      Liabilities
            
            
            19,331,502
            
            
            
            35,833,475Minority
      Interest
            
            
            2,755,639
            
            
            
            2,970,200Commitments
      and contingencies (Note 12)Members'
      EquityManager
            
            
            (439,483
            )
            
            
            (482,044
            )Additional
      Members
            
            
            86,476,226
            
            
            
            82,346,128Accumulated
      other comprehensive income
            
            
            1,758,676
            
            
            
            2,240,989Total
      Members' Equity
            
            
            87,795,419
            
            
            
            84,105,073Total
      Liabilities and Members' Equity
            
            $
            109,882,560
            
            
            $
            122,908,748







See accompanying notes to condensed consolidated financial
statements.


1
 Table of Contents





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Operations(unaudited)Three
      Months Ended March 31,2008
            
            
            2007Revenue:Rental
      income
            
            $
            6,609,415
            
            
            $
            7,438,286Finance
      income
            
            
            675,724
            
            
            
            681,951Income
      from investments in joint ventures
            
            
            680,402
            
            
            
            225,877Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            6,807,518
            
            
            
            118,065Interest
      and other income
            
            
            99,682
            
            
            
            89,687Total
      revenue
            
            
            14,872,741
            
            
            
            8,553,866Expenses:Management
      fees - Manager
            
            
            533,587
            
            
            
            588,360Administrative
      expense reimbursements - Manager
            
            
            353,558
            
            
            
            210,537General
      and administrative
            
            
            415,429
            
            
            
            458,477Interest
            
            
            544,500
            
            
            
            628,153Depreciation
      and amortization
            
            
            5,452,457
            
            
            
            6,328,069Total
      expenses
            
            
            7,299,531
            
            
            
            8,213,596Income
      before minority interest
            
            
            7,573,210
            
            
            
            340,270Minority
      interest
            
            
            (94,470
            )
            
            
            (64,003
            )Net
      income
            
            $
            7,478,740
            
            
            $
            276,267Net
      income allocable to:Additional
      Members
            
            $
            7,403,953
            
            
            $
            273,504Manager
            
            
            74,787
            
            
            
            2,763$
            7,478,740
            
            
            $
            276,267Weighted
      average number of additionalmember
      shares outstanding
            
            
            148,336
            
            
            
            148,683Net
      income per weighted averageadditional
      member share outstanding
            
            $
            49.91
            
            
            $
            1.84







See accompanying notes to condensed consolidated financial
statements.


2
 Table of Contents








ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statement of Changes in Members' EquityAccumulatedOther
            
            
            TotalAdditional
            
            
            Additional
            
            
            
            
            
            Comprehensive
            
            
            Members'Member Shares
            
            
            Members
            
            
            Manager
            
            
            Income
            
            
            EquityBalance, December 31,
      2007
            
            
            148,379
            
            
            $
            82,346,128
            
            
            $
            (482,044
            )
            
            $
            2,240,989
            
            
            $
            84,105,073Net
      income
            
            
            
            
            
            
            7,403,953
            
            
            
            74,787
            
            
            
            
            
            
            
            7,478,740Change
      in valuation of interestrate
      swap contracts
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (462,780
            )
            
            
            (462,780
            )Foreign
      exchange translation adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (19,533
            )
            
            
            (19,533
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,996,427Additional
      member shares redeemed
            
            
            (100
            )
            
            
            (83,697
            )
            
            
            
            
            
            
            
            
            
            
            (83,697
            )Cash
      distributions to members
            
            
            -
            
            
            
            (3,190,158
            )
            
            
            (32,226
            )
            
            
            -
            
            
            
            (3,222,384
            )Period
      ended March 31, 2008 (unaudited)
            
            
            148,279
            
            
            $
            86,476,226
            
            
            $
            (439,483
            )
            
            $
            1,758,676
            
            
            $
            87,795,419






See accompanying notes to condensed consolidated financial
statements.


3
 Table of Contents








ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three
      Months Ended March 31,2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            7,478,740
            
            
            $
            276,267Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
            
            
            (4,392,725
            )
            
            
            (4,392,000
            )Finance
      income
            
            
            (675,724
            )
            
            
            (681,951
            )Income
      from investments in joint ventures
            
            
            (680,402
            )
            
            
            (225,877
            )Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            (6,807,518
            )
            
            
            (118,065
            )Depreciation
      and amortization
            
            
            5,452,457
            
            
            
            6,328,069Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            464,101
            
            
            
            628,153Minority
      interest
            
            
            94,470
            
            
            
            64,003Distributions
      to/from minority interest holders and joint ventures
            
            
            298,881
            
            
            
            151,008Changes
      in operating assets and liabilities:Collection
      of minimum rents receivable
            
            
            1,021,719
            
            
            
            945,915Restricted
      cash
            
            
            18,566
            
            
            
            -Other
      assets, net
            
            
            (111,073
            )
            
            
            1,266,475Due
      to Manager and affiliates
            
            
            72,086
            
            
            
            266Accrued
      expenses and other liabilities
            
            
            145,235
            
            
            
            (103,132
            )Deferred
      revenue
            
            
            (20,587
            )
            
            
            (304,852
            )Net
      cash provided by operating activities
            
            
            2,358,226
            
            
            
            3,834,279Cash
      flows from investing activities:Proceeds
      from sales of equipment and unguaranteed residual values
            
            
            17,190,436
            
            
            
            547,470Investment
      in financing facility
            
            
            (164,822
            )
            
            
            -Distributions
      received from joint ventures, in excess of profits
            
            
            729,503
            
            
            
            771,628Net
      cash provided by investing activities
            
            
            17,755,117
            
            
            
            1,319,098Cash
      flows from financing activities:Repayment
      of revolving line of credit
            
            
            (2,000,000
            )
            
            
            -Cash
      distributions to members
            
            
            (3,222,384
            )
            
            
            (3,229,247
            )Additional
      member shares redeemed
            
            
            (83,697
            )
            
            
            (59,612
            )Distributions
      to minority interest holders in joint ventures
            
            
            (214,561
            )
            
            
            (336,615
            )Net
      cash used in financing activities
            
            
            (5,520,642
            )
            
            
            (3,625,474
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            -
            
            
            
            (3,054
            )Net
      increase in cash and cash equivalents
            
            
            14,592,701
            
            
            
            1,524,849Cash
      and cash equivalents, beginning of the period
            
            
            4,448,826
            
            
            
            5,685,688Cash
      and cash equivalents, end of the period
            
            $
            19,041,527
            
            
            $
            7,210,537






See accompanying notes to condensed consolidated financial
statements.


4
 Table of Contents


ICON
      Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three
      Months Ended March 31,2008
            
            
            2007Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long term debtdirectly
      to lenders by lessees
            
            $
            4,392,725
            
            
            $
            4,392,000Transfer
      of leased equipment at cost to equipment held forsale
      or lease, net
            
            $
            7,889
            
            
            $
            646,112Sales
      proceeds received by an affiliate for sale of investments
    inunguaranteed
      residual values
            
            $
            -
            
            
            $
            34,003Transfer
      from investments in unguaranteed residual values toleased
      equipment at cost
            
            $
            1,935
            
            
            $
            99,887Transfer
      on non-recourse debt in connection with sale of subsidiary
            
            $
            10,906,321
            
            
            $
            -







See
accompanying notes to condensed consolidated financial statements.


5
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(1)
            Basis
      of Presentation and Consolidation





The
accompanying condensed consolidated financial statements of ICON Income Fund
Ten, LLC (the “LLC”) have been prepared in accordance with U.S. generally
accepted accounting principles (“US GAAP”) for interim financial information and
pursuant to the rules and regulations of the Securities and Exchange Commission
for Quarterly Reports on Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by US GAAP for complete financial statements.
In the opinion of ICON Capital Corp. (the “Manager”), all adjustments considered
necessary for a fair presentation have been included. These condensed
consolidated financial statements should be read together with the consolidated
financial statements and notes included in the LLC’s Annual Report on Form 10-K
for the year ended December 31, 2007. The results for the interim period are not
necessarily indicative of the results for the full year.





The
condensed consolidated financial statements include the accounts of the LLC and
its majority owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.





The LLC
accounts for its noncontrolling interests in joint ventures where the LLC has
influence over financial and operational matters, generally 50% or less
ownership interest, under the equity method of accounting. In such cases, the
LLC’s original investments are recorded at cost and adjusted for its share of
earnings, losses and distributions. The LLC accounts for investments in joint
ventures where the LLC has virtually no influence over financial and operational
matters using the cost method of accounting. In such cases, the LLC’s original
investments are recorded at cost and any distributions received are recorded as
revenue. All of the LLC’s investments in joint ventures are subject to its
impairment review policies.





In joint
ventures where the LLC’s interest is majority owned, the financial condition and
results of operations of the joint venture are consolidated. Minority
interest represents the minority owner’s proportionate share of its equity in
the joint venture. The minority interest is adjusted for the minority owner’s
share of the earnings, losses and distributions of the joint
venture.





(2)
            Organization





The LLC
was formed on January 2, 2003 as a Delaware limited liability
company.  The LLC is engaged in one business segment, the business of
purchasing equipment and leasing it to third party end users, providing
equipment and other financing, acquiring equipment subject to lease and, to a
lesser degree, acquiring ownership rights to items of leased equipment at lease
expiration. The LLC will continue until December 31, 2023, unless terminated
sooner.





The
Manager was originally formed as a Connecticut corporation. Effective June 1,
2007, the Manager was re-incorporated as a Delaware corporation. The Manager
manages and controls the business affairs of the LLC, including, but not limited
to, the equipment leases and financing transactions that the LLC enters into
under the terms of the LLC’s limited liability company agreement (the “LLC
Agreement”).  Additionally, the Manager has a 1% interest in the
profits, losses, cash distributions and liquidation proceeds of the
LLC.





The LLC
invested most of the net proceeds from its offering in equipment subject to
leases, equipment financing transactions and residual ownership rights in leased
equipment. After the net offering proceeds were invested, additional investments
are made with the cash generated from the LLC’s initial investments to the
extent that cash is not needed for expenses, reserves and distributions to
members. The investment in additional equipment in this manner is called
"reinvestment." The LLC currently anticipates purchasing equipment from time to
time until approximately April 4, 2010, unless that date is extended for up to
an additional three years, at the Manager’s sole discretion. After the
reinvestment period, the LLC will sell its assets in the ordinary course of
business during a time frame called the "liquidation period."





6
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(2)
            Organization
      – continued




Members’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the additional members and 1% to the Manager until
each additional member has (a) received cash distributions and liquidation
proceeds sufficient to reduce their adjusted capital contribution account to
zero and (b) received other distributions and allocations which would provide an
8% per year cumulative return on their outstanding adjusted capital contribution
account. After such time, distributions will be allocated 90% to the additional
members and 10% to the Manager.




(3)
            Summary
      of Significant Accounting Policies





Use of
Estimates





The
preparation of financial statements in conformity with US GAAP requires the
Manager to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the condensed consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.
Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values. Actual results could differ from those
estimates.




Reclassifications
 
 Certain
reclassifications have been made to the accompanying condensed consolidated
financial statements in prior periods to conform to the current period
presentation.


Derivative
Financial Instruments





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) SFAS No. 157 (“SFAS
No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and establishes a hierarchy that categorizes and prioritizes the sources to be
used to estimate fair value. SFAS No. 157 also expands financial statement
disclosures about fair value measurements. On February 12, 2008, the FASB issued
FASB Staff Position (“FSP”) SFAS No. 157-2 (“FSP 157-2”), which delayed the
effective date of SFAS No. 157 for one year, for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least
annually).  On February 14, 2008, the FASB issued FSP No. 157-1, which
amended SFAS No. 157 to exclude SFAS No. 13, “Accounting for Leases” and other
accounting pronouncements that address fair value measurements of leases from
the provisions of SFAS No. 157.  SFAS No. 157 and FSP 157-2 are
effective for the LLC’s financial statements beginning January 1, 2008. The LLC
adopted the provisions of SFAS No. 157 beginning January 1, 2008 for all
financial assets and financial liabilities that are recognized at fair
value.  Additionally for all non-financial assets and non-financial
liabilities that are recognized at fair value in the financial statements on a
nonrecurring basis, the LLC has adopted the provisions of FSP 157-2 and delayed
the effective date of SFAS No. 157 until January 1, 2009.  The impact
of partially adopting SFAS No. 157 effective January 1, 2008 was not material to
the condensed consolidated financial statements.







7
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(3)
            Summary
      of Significant Accounting Policies –
continued





SFAS No.
157 requires that assets and liabilities carried at fair value be classified and
disclosed in one of the following three categories:





·
            Level
      1:  Quoted market prices available in active markets for
      identical assets or liabilities as of the reporting
  date.


·
            Level
      2:  Pricing inputs other than quoted prices in active markets
      included in Level 1, which are either directly or indirectly observable as
      of then reporting date.


·
            Level
      3:  Pricing inputs that are generally unobservable and may not be
      corroborated by market data.





Financial
assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurements. The LLC’s
assessment of the significance of a particular input to the fair value
measurements requires judgment, and may affect the valuation of the assets and
liabilities being measured and their placement within the fair value
hierarchy.





The
following table summarizes the valuation of the LLC’s material financial assets
and liabilities measured at fair value on a recurring basis as of March 31,
2008:




Level
      1 (1)
            
            
            Level
      2 (2)
            
            
            Level
      3 (3)
            
            
            TotalAssets:Warrants
            
            $
            -
            
            
            $
            89,819
            
            
            $
            -
            
            
            $
            89,819Liabilities:Derivative
      Liabilities
            
            $
            -
            
            
            $
            192,190
            
            
            $
            -
            
            
            $
            192,190(1) - quoted
      prices in active markets for identical assets or
    liabilities(2)-
      observable inputs other than quoted prices in active markets for identical
      assets and liabilities(3) - no
      observable pricing inputs in the market




The LLC’s
derivative contracts, including interest rate swaps and warrants, are valued
using models based on readily observable market parameters for all substantial
terms of our derivative contracts and is classified within Level
2.  As permitted by SFAS No. 157, the LLC uses market prices and
pricing models for fair value measurements of its derivative
instruments.  The fair value of the warrants is recorded in other
non-current assets and the derivatives liabilities are recorded in interest rate
swap contracts.





8
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(3)
            Summary
      of Significant Accounting Policies –
continued





Recent
Accounting Pronouncements





In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities —
including an Amendment of SFAS No. 115” (“SFAS No. 159”), which permits but does
not require the LLC to measure financial instruments and certain other items at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings. This statement is effective for the
LLC’s financial statements beginning January 1, 2008. As the LLC did not elect
to fair value any of its financial instruments under the provisions of SFAS No.
159, the adoption of this statement effective January 1, 2008 did not have an
impact on the LLC’s consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the retained interest and gain
or loss when a subsidiary is deconsolidated. This statement is effective for the
LLC’s financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. The Manager is
currently evaluating the impact of SFAS No. 160 on the consolidated financial
statements.





On March
19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities — an Amendment
of SFAS No. 133” (“SFAS No. 161”). SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how: (a) an entity uses derivative instruments; (b) derivative
instruments and related hedged items are accounted for under SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities;” and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
fiscal years and interim periods beginning after November 15, 2008 and therefore
the LLC will be required to provide such disclosures beginning with the interim
period ended March 31, 2009.







9
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(4)
            Net
      Investments in Finance Leases





Net
investments in finance leases consisted of the following at March 31, 2008 and
December 31, 2007:




March
      31,2008
              
              
              December
      31,(unaudited)
              
              
              2007Minimum
      rents receivable
              
              $
              18,673,243
              
              
              $
              19,718,864Estimated
      residual values
              
              
              2,200,317
              
              
              
              2,202,744Initial
      direct costs, net
              
              
              129,888
              
              
              
              140,650Unearned
      income
              
              
              (7,798,967
              )
              
              
              (8,485,511
              )13,204,481
              
              
              
              13,576,747Less:
      Current portion of net investment in finance leases
              
              
              (1,540,199
              )
              
              
              (1,491,424
              )Net
      investments in finance leases, less current portion
              
              $
              11,664,282
              
              
              $
              12,085,323





(5)
            Leased
      Equipment at Cost





Leased
equipment at cost consisted of the following at March 31, 2008 and December 31,
2007:




March
      31,2008
              
              
              December
      31,(unaudited)
              
              
              2007Container
      vessels
              
              $
              70,987,238
              
              
              $
              106,435,208Digital
      mini-labs
              
              
              8,863,740
              
              
              
              8,863,740Information
      technology equipment
              
              
              176,008
              
              
              
              324,147Telecommunications
      systems
              
              
              13,884,669
              
              
              
              13,884,669Manufacturing
      equipment
              
              
              8,278,522
              
              
              
              8,278,522102,190,177
              
              
              
              137,786,286Less:
      Accumulated depreciation
              
              
              (48,653,814
              )
              
              
              (58,125,917
              )$
              53,536,363
              
              
              $
              79,660,369


Depreciation
expense was $5,436,876 and $5,706,296 for the three months ended March 31, 2008
and 2007, respectively.





On
January 13, 2005, the LLC acquired, through a wholly-owned subsidiary, ICON
Containership III, LLC (“ICON Containership III”), a 100% interest in a
container vessel, the 1991 ZIM Italia (“ZIM Italia”) from ZIM Israel Navigation
Co. Ltd. (“ZIM”) and simultaneously entered into a bareboat charter with ZIM for
ZIM Italia. The charter was for a period of 60 months ending in December 2009
with a charterer option for two 12 month extension periods. The purchase price
for ZIM Italia was approximately $35,350,000, comprised of (i) approximately
$9,200,000 in cash and (ii) approximately $26,150,000 of non-recourse debt.
In addition, bank fees, legal fees and other direct expenses of approximately
$360,000 were also paid and capitalized as part of the acquisition cost of ZIM
Italia. The non-recourse debt had a term of 60 months and bore interest at the
London Interbank Eurocurrency Market Rate (“LIBOR”) plus 1.50% per year under the terms of
the loan agreement. In connection with the closing of this transaction, the LLC
entered into an interest rate swap with Fortis Bank NV/SA, New York Branch, in
which the variable interest rate was swapped for a fixed interest rate of 3.85%
plus 1.50% per year. The lender had a security interest in ZIM Italia and an
assignment of the charter hire.






10
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(5)
            Leased
      Equipment at Cost – continued




On March
31, 2008, the LLC sold its subsidiary, ICON Containership III, LLC (“ICON
Containership III”) to an unrelated third party (“Purchaser”) for approximately
$16,930,000. The purchase price for ICON Containership III was comprised of (i)
a cash payment for the container vessel, the 1991 ZIM Italia (“ZIM Italia”) of
approximately $27,500,000, (ii) cash value of restricted cash held by the lender
of approximately $336,000, offset by (iii) the transfer of approximately
$10,906,000 of non-recourse indebtedness, secured by an interest in ZIM Italia.
The LLC’s obligations under the loan agreement were satisfied with the transfer
of the non-recourse debt. The LLC realized a gain of approximately $6,740,575 as
result of this sale.





Aggregate
minimum future rentals receivable from each of the LLC’s non-cancelable
operating leases over the next five years consisted of the following at March
31, 2008:





Year
      EndingDecember 31,For
      April 1 to December 31, 2008
            
            $
            14,084,8282009
            
            
            11,392,6742010
            
            
            4,350,1362011
            
            
            1,038,5802012
            
            
            955,146





(6)
              Notes
      Receivable on Financing
Facility


On August
13, 2007, the LLC, along with a consortium of other lenders entered into an
equipment financing facility with Solyndra, Inc. (“Solyndra”), a privately held
manufacturer of solar panels for the building of a new production
facility.  The financing facility matures on June 30, 2013 and is
secured by the equipment as well as all other assets of Solyndra.  The
equipment consists of two fully automated manufacturing lines that combine glass
tubes and thin film semiconductors to produce solar panels.  The LLC
will receive principal payments starting in October 2008.  In the
interim period, interest will be paid on a quarterly basis using a range of
rates from 6.60% to 8.36%.  In connection with the transaction, the
LLC received warrants to purchase up to 40,290 shares of Solyndra common stock.
The fair value of these warrants was approximately $115,000 on the transaction
date and has been reflected as a discount on the face amount of the notes
receivable.





At March
31, 2008, the Manager has determined, based on the Black-Scholes option pricing
model, that the aggregate fair value of the warrants is $89,819.  The
assumptions used for the Black-Scholes option pricing model were as follows:
Strike price $4.96, share price $2.23, expiration date of April 6, 2014, a
volatility of 300%, and the risk free interest rate of 2.10%.  The
volatility percentage was determined by taking a sampling of six similar
businesses from their initial public offering date to present and placing a
percentage based on the performance of the share price of this
sampling.





The
financing facility is for a maximum amount of $93,500,000, of which the LLC has
committed to invest up to $5,000,000.  At March 31, 2008, the LLC had
loaned approximately $4,367,000.






11
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(7)
            Investments
      in Joint Ventures





The joint
ventures described below are not consolidated by the LLC.





ICON
AEROTV, LLC





The LLC
owns a 50% interest in ICON AeroTV, LLC (“ICON AeroTV”),
whose sole purpose was owning equipment leased to AeroTV Ltd (“AeroTV”). In
February 2007, AeroTV’s customer, the largest scheduled bus line in Europe,
terminated its service agreement with AeroTV. Shortly thereafter, AeroTV
notified the Manager of its inability to pay certain rent owed to ICON AeroTV
and subsequently filed for insolvency protection in the United Kingdom. In
February 2007, ICON AeroTV sent a notice to AeroTV terminating the master lease
agreement. Shortly thereafter certain facts came to light that gave the Manager
serious concerns regarding the propriety of AeroTV's actions during and after
the execution of the lease with AeroTV. On April 18, 2007, ICON AeroTV filed a
lawsuit in the United Kingdom’s High Court of Justice, Queen’s Bench Division
against AeroTV and one of its directors for fraud. ICON AeroTV obtained a
default judgment against the AeroTV director, which was subsequently set aside.
On April 17, 2008, the judgment was reinstated. At this time, it is not possible
to determine ICON AeroTV's ability to collectthe judgment.





ICON
Mayon, LLC





On July
24, 2007, the LLC and ICON Leasing Fund Twelve, LLC (“Fund Twelve”), an entity
also managed by the Manager, formed ICON Mayon, LLC (“ICON Mayon”), with
interests of 49% and 51%, respectively. ICON Mayon purchased one Aframax 98,507
DWT product tanker, the Mayon Spirit, from an affiliate of Teekay Corporation
(“Teekay”). The purchase price for the Mayon Spirit was approximately
$40,250,000. Simultaneously with the closing of the purchase of the Mayon
Spirit, the Mayon Spirit was bareboat chartered back to Teekay for a term of 48
months.  The charter commenced on July 24, 2007. The total capital
contributions made to ICON Mayon were approximately $15,404,000, of which the
LLC’s share was approximately $7,548,000.





ICON
Global Crossing V, LLC





On
December 20, 2007, the LLC, along with ICON Leasing Fund Eleven, LLC (“Fund
Eleven”), formed ICON Global Crossing V, LLC (“ICON Global Crossing V”) with
interests of 45% and 55%, respectively, to purchase telecommunications equipment
from various vendors for approximately $12,982,000 in cash. This equipment is
subject to a lease with Global Crossing Telecommunications, Inc. The term of the
lease is 36 months and the lease commenced on January 1, 2008. The total capital
contributions made to ICON Global Crossing V were approximately $12,982,000, of
which the LLC’s share was approximately $5,842,000.





(8)
            Investments
      in Unguaranteed Residual Values





Summit
Asset Management Limited





On
February 28, 2005, the LLC entered into a participation agreement with Summit
Asset Management Limited (“SAM”), an unrelated third party, to acquire a 75%
interest in the unguaranteed residual values of a portfolio of equipment on
lease with various United Kingdom lessees. These leases expire at various dates
through August 30, 2009. The LLC does not have an interest in the equipment
until the expiration of the initial term of the leases. The portfolio is mostly comprised
of information technology equipment, including laptops, desktops and printers.
The purchase price was approximately $2,843,000, inclusive of initial direct
costs.






12
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(8)
            Investments
      in Unguaranteed Residual Values -
continued





SAM
receives commissions on transaction and realization proceeds, as defined in the
participation agreement. For the three months ended March 31, 2008 and 2007, the
LLC paid SAM approximately $0 and $29,000, respectively, in
commissions and realization proceeds, which are included in general and
administrative expenses in the accompanying condensed consolidated statements of
operations.





During
the three months ended March 31, 2007, the LLC remarketed certain of its
investments in unguaranteed residual values, with a cost basis of approximately
$395,000. Of this amount, the LLC realized proceeds of approximately $372,000 on
sales of its interests in unguaranteed residual values with a cost basis of
approximately $295,000, resulting in a gain on the sale of equipment and
unguaranteed residual values of approximately $77,000, and transferred other
investments in unguaranteed residual values, with a cost basis of approximately
$100,000 to leased equipment at cost.





During
the three months ended March 31, 2007, the LLC sold certain of its investments
in unguaranteed residual values that were previously transferred to equipment at
cost for approximately $32,000 with a net book value of approximately
$8,000, resulting in a gain on the sale of equipment and unguaranteed
residual values of approximately $24,000.





Key
Finance Group, Limited





During
July 2006, the LLC entered into a purchase and sale agreement (the “Purchase
Agreement”) with Key Finance Group, Ltd. (“Key Finance”) (a United Kingdom based
company) to acquire an interest in the unguaranteed residual values of various
technology equipment currently on lease to various lessees located in the United
Kingdom for approximately $782,000 (£422,000) in cash.  These leases
have expiration dates ranging from December 2007 through March
2015.





Under the
terms of the Purchase Agreement, Key Finance and the LLC will receive residual
proceeds up to the “bottom residual value,” as defined in the remarketing
agreement.  The LLC will then receive residual proceeds up to certain
thresholds established in the Purchase Agreement.  Under the terms of
the Purchase Agreement, once the portfolio’s return to the LLC has exceeded a
certain threshold, as established in the Purchase Agreement, any additional
residual proceeds will be split equally between the LLC and Key
Finance.





During
the three months ended March 31, 2008 and 2007, the LLC sold certain of its
investments in unguaranteed residual values for $45,000 and $34,000, with a cost
basis of approximately $74,000 and $30,000, which resulted in a (loss) gain on
sale of equipment and unguaranteed residual values of approximately $(29,000)
and $4,000, respectively.





(9)
            Non-Recourse
      Long-Term Debt





Simultaneously
with the acquisition of the ZIM Italia discussed in Note 5, the LLC entered into
an interest rate swap contract with Fortis Bank NV/SA, New York Branch, in order
to fix the variable interest rate on the non-recourse debt and minimize the
LLC’s risk for interest rate fluctuations. The interest rate swap contract
had a fixed interest rate of 3.85% plus 1.50% per year for ZIM Italia’s debt.
The LLC accounts for its interest rate swap contracts in accordance with SFAS
No. 133, as amended, and records the interest rate swap contracts at their
estimated fair values, and recognizes the periodic change in their fair values
in other comprehensive income. As of March 31, 2008, the LLC recorded through
other comprehensive income a gain of $162,806 relating to this swap. As part of
the sale of ICON Containership III, discussed in Note 5, the LLC transferred the
interest swap contract to the Purchaser.





13
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(9)
            Non-Recourse
      Long Term Debt – continued




The
aggregate maturities of non recourse debt over the next five years consisted of
the following at March 31, 2008:





Year
      EndingDecember 31,For
      April 1 to December 31, 2008
            
            $
            8,312,7802009
            
            
            7,076,252$
            15,389,032








(10)
            Revolving
      Line of Credit, Recourse





The LLC,
along with ICON Income Fund Eight B, L.P., ICON Income Fund Nine, LLC, Fund
Eleven and Fund Twelve (entities sponsored and organized by the Manager
-  collectively, the “Borrowers”) are parties to a Commercial Loan
Agreement (the “Loan Agreement”) with California Bank & Trust (the
“Lender”). The Loan Agreement originally provided for a revolving line of credit
of up to $17,000,000 pursuant to a senior secured revolving loan facility (the
“Facility”), which is secured by all assets of the Borrowers not subject to a
first priority lien, as defined in the Loan Agreement. Each of the Borrowers is
jointly and severally liable for all amounts borrowed under the Facility.
Amounts available under the Facility are subject to a borrowing base that is
determined, subject to certain limitations, on the present value of the future
receivables under certain lease agreements in which the Borrowers have a
beneficial interest.





The
Facility was originally to expire on September 30, 2008 and established (i) the
interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at LIBOR plus 2.5%. The interest
rate at March 31, 2008 was 5.25%.





The
Borrowers were in compliance with the covenants under the Loan Agreement at
March 31, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $4,255,000 at March
31, 2008. The LLC had $3,000,000 in borrowings outstanding under the Facility as
of such date. The remaining $1,255,000 relates to borrowings by Fund Eight B.
Subsequent to March 31, 2008, the LLC repaid the outstanding $3,000,000
balance.





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly commitment fee
of 0.5% was reduced to 0.25% on unused commitments under the
Facility.





14
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(11)
            Transactions
      with Related Parties





The
Manager performs certain services relating to the management of the LLC’s
equipment leasing activities. Such services include the collection of lease
payments from the lessees of the equipment, re-leasing services in connection
with equipment which is off-lease, inspections of the equipment, liaison with
and general supervision of lessees to assure that the equipment is being
properly operated and maintained, monitoring performance by the lessees of their
obligations under the leases and the payment of operating expenses.





Administrative
expense reimbursements are costs incurred by the Manager that are necessary to
the LLC’s operations.  These costs include the Manager’s legal, accounting,
investor relations and operations personnel, as well as professional fees and
other costs, that are charged to the LLC based upon the percentage of time such
personnel dedicate to the LLC.  Excluded are salary and related costs,
travel expenses and other administrative costs incurred by individuals with a
controlling interest in the Manager or expenses for rent, depreciation or
utilities of the Manager.





The
Manager also has a 1% interest in the LLC’s profits, losses and distributions.
The LLC paid distributions to the Manager of $32,226 for the three months
ended March 31, 2008. The Manager’s interest in the LLC’s net income for the
three months ended March 31, 2008 and 2007 was $74,787 and $2,763,
respectively.





15
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(11)
            Transactions
      with Related Parties – continued





Fees and
other expenses paid or accrued by the LLC to the Manager for the three months
ended March 31, 2008 and 2007, were as follows:





2008
            
            
            2007Management
      fees (a)
            
            $
            533,587
            
            
            $
            588,360Administrative
      expense reimbursements (a)
            
            
            353,558
            
            
            
            210,537Total
      fees paid or accrued to the Manager or its affiliates
            
            $
            887,145
            
            
            $
            798,897(a)  Charged
      directly to operations.





The LLC
had a payable of $243,354 due to the Manager and affiliates at March 31, 2008.
The payable was comprised of $228,558 due to the Manager relating to
administrative expense reimbursements and $14,796 owed to an affiliate for sales
proceeds. On April 29, 2008, the LLC repaid $228,558 to the
Manager.





(12)
            Commitments
      and Contingencies and Off Balance Sheet
Risk





On
September 28, 2007 and December 10, 2007, the LLC completed the acquisitions of
and simultaneously leased back substantially all of the machining and metal
working equipment of MW Texas Die Casting, Inc. (“Texas Die”) and MW Monroe,
Inc. (“Monroe”), both wholly-owned subsidiaries of MW Universal,
Inc. (“MWU”).  Simultaneously with the closing of the
transactions with Texas Die and Monroe, Fund Eleven and Fund Twelve (the
“Participating Funds”) completed similar acquisitions with seven other
subsidiaries of MWU pursuant to which the respective funds purchased
substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective leases
(including those of Texas Die and Monroe) are cross-collateralized and
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds has also entered into a credit
support agreement with the LLC, pursuant to which if losses are incurred by a
Participating Fund with respect to any MWU subsidiary, those losses are shared
among the Participating Funds proportionately based on the amount of capital
invested.  The term of each credit support agreement matches that of
the lease agreements.  No amounts were accrued at March 31, 2008 and
management cannot reasonably estimate at this time the maximum potential amounts
that may become payable under the credit support agreement.






16
 Table of Contents






Item 2. Manager's Discussion and Analysis of Financial Condition
and Results of Operations





The
following is a discussion of our results of operations and current financial
position. This discussion should be read together with our unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report, Part II, Item 1A. Risk Factors and the audited consolidated
financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 2007.




As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Ten, LLC and its consolidated
subsidiaries.





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”).  These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements.  Forward-looking statements are those that do not relate
solely to historical fact.  They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events.  You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expect,” “plan,” “seek,” “intend,” “predict” or
“project” and variations of these words or comparable words or phrases of
similar meaning.  These forward-looking statements reflect our current
beliefs and expectations with respect to future events and are based on
assumptions and are subject to risks and uncertainties and other factors outside
our control that may cause actual results to differ materially from those
projected. We undertake no obligation to update publicly or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview





We
operate as an equipment leasing program in which the capital our members
have invested is pooled together to make investments, pay fees and establish a
small reserve. We primarily engage in the business of purchasing equipment and
leasing it to third-party end users, or financing equipment for third parties,
and, to a lesser extent, acquiring ownership rights to items of leased equipment
at lease expiration. Some of our equipment leases are acquired for cash and
are expected to provide current cash flow, which we refer to as “income”
leases. For the other equipment leases, we finance the majority of the purchase
price. We refer to these leases as “growth” leases. These growth leases
generate little or no current cash flow because substantially all of the
rental payments received from a lessee service the indebtedness associated
with acquiring or financing the lease. We anticipate that the future value
of the leased equipment will exceed our cash portion of the purchase
price.





Additional
investments will continue to be made with the cash generated from our initial
investments to the extent that the cash is not needed for expenses, reserves and
distributions to members. The investment in additional equipment in this manner
is called “reinvestment”. We anticipate purchasing equipment from time to time
until approximately April 4, 2010, unless that date is extended for up to an
additional three years, at our Manager’s sole discretion.




At March
31, 2008, our portfolio, which we hold either directly or through joint venture
investments with affiliates, consists primarily of the following equipment
subject to lease:





Shipping





·
            We
      own two container vessels on bareboat charter to ZIM Israel
      Navigation Co. Ltd. ("ZIM"), the 1991 ZIM Korea (“ZIM Korea”) and the 1990
      ZIM Canada (“ZIM Canada”). The ZIM Korea and the ZIM Canada have bareboat
      charters that expire during June
2009.


·
            We
      have a 49% interest in ICON Mayon, LLC (“ICON Mayon”), which purchased one
      Aframax 98,507 DWT product tanker, the Mayon Spirit, from an affiliate of
      the Teekay Corporation. The Mayon Spirit has a bareboat charter which
      expires on July 23, 2011.






17
 Table of Contents





Information
Technology Equipment and Phone Systems





·
            We
      have a 74.6% interest in ICON GeicJV, which purchased information
      technology equipment, such as Sun servers, HP servers, Dell desktop
      computers and Panasonic laptop computers, subject to a three year lease
      with Government Employees Insurance Company (“GEICO”). As of March 31,
      2007, the lease with GEICO expired and the equipment was
      returned.





·
            We
      have a 75% interest in the unguaranteed residual values of a portfolio of
      leases currently in effect and performing with various lessees in the
      United Kingdom. The portfolio is mostly comprised of information
      technology equipment, including laptops, desktops and printers. All of the
      leases expire at various dates through August 30,
  2009.





·
            We
      own 101 Noritsu QSS-3011 digital mini-labs on lease to the Rite Aid
      Corporation (“Rite Aid”). The leases expire at various times from November
      2007 to September 2008. As of March 31, 2008, the leases that expired in
      November and December 2007 were extended on a month-to-month basis. Our
      Manager anticipates all of the digital mini-labs that were subject to
      lease with Rite Aid, to be returned by December
  2008.





·
            We
      have a 30.6% interest in ICON Global Crossing, LLC (“ICON Global
      Crossing”), which purchased telecommunications equipment from various
      vendors, which was then leased to Global Crossing Telecommunications, Inc.
      (“Global Crossing”). The lease expires on March 31,
  2010.





·
            We
      have a 72.3% interest in ICON Global Crossing II, LLC (“ICON Global
      Crossing II”), which purchased telecommunications equipment from various
      vendors, which was then leased to Global Crossing and Global Crossing
      North American Networks, Inc. (“Global Crossing Group”). The lease expires
      on October 31, 2010.





·
            We
      have a 45% interest in ICON Global Crossing V, LLC, which purchased
      telecommunications equipment from various vendors that was then leased to
      Global Crossing. The lease expires on December 31,
  2010.





Financing
facility





·
            On
      August 13, 2007, we completed a participation investment in an equipment
      financing facility with Solyndra, Inc. (“Solyndra”), a privately held
      manufacturer of solar panels for the building of a new production
      facility.  The financing facility matures on June 30, 2013 and
      is secured by the equipment as well as all other assets of
      Solyndra.  The equipment is comprised of two fully automated
      manufacturing lines that combine glass tubes and thin film semiconductors
      to produce solar panels.  Included as part of the consideration
      in the acquisition are warrants to purchase 40,290 shares of Solyndra
      common stock at an exercise price of $4.96.  The warrants expire
      on April 6, 2014.





Manufacturing
Equipment





·
            We
      own automotive steering column production and assembly equipment on lease
      to Anchor Tool & Die Co. (“Anchor”). The equipment is subject to a 36
      month lease which expires on September 30,
2009.





·
            We
      own substantially all of the machining and metal working equipment of MW
      Texas Die Casting, Inc. (“Texas Die”) and MW Monroe Plastics, Inc.
      (“Monroe”), both of which are wholly owned subsidiaries of MW Universal,
      Inc. The Texas Die and Monroe leases expire on December 31,
      2012.






18
 Table of Contents





Other
Equipment





·
            We
      have a 100% interest in refrigeration equipment on lease to P.W.
      Supermarkets, Inc (“PW Supermarkets”). The equipment is subject to a 36
      month lease which was set to expire during July 2007. During July 2007, PW
      Supermarkets extended the lease until July
2008.





·
            We
      have a 100% interest in ICON Premier LLC (“Premier LLC”), which purchased
      hospital bedside entertainment and communication terminals that are on
      lease with Premier Telecom Contracts Limited (“Premier Telecom”). The
      equipment was installed in various hospitals located throughout the United
      Kingdom. The lease expires on December 31,
2012.





Lease
and Other Significant Transactions





Digital
Audio/Visual Entertainment Systems





We own a
50% interest in ICON AeroTV, LLC (“ICON AeroTV”), whose sole purpose was owning
equipment leased to AeroTV Ltd (“AeroTV”).   On February 13, 2007,
AeroTV’s customer, the largest scheduled bus line in Europe, terminated its
service agreement with AeroTV. Shortly thereafter, AeroTV notified our Manager
of its inability to pay certain rent owed to ICON AeroTV and subsequently filed
for insolvency protection in the United Kingdom. In February 2007, ICON AeroTV
sent a notice to AeroTV terminating the Master Lease Agreement. Shortly
thereafter, certain facts came to light that gave our Manager serious
concerns regarding the propriety of AeroTV's actions during and after the
execution of the lease with AeroTV. On April 18, 2007, ICON AeroTV filed a
lawsuit in the United Kingdom’s High Court of Justice, Queen’s Bench Division
against AeroTV and one of its directors for fraud. ICON AeroTV obtained a
default judgment against the AeroTV director, which was subsequently set aside.
On April 17, 2008, the judgment was reinstated. At this time, it is not possible
to determine ICON AeroTV’s ability to collect the judgment.





Shipping





On
January 13, 2005, we acquired, through a wholly-owned subsidiary, ICON
Containership III, LLC (“ICON Containership III”), a 100% interest in a
container vessel, the 1991 ZIM Italia (“ZIM Italia”) from ZIM Israel Navigation
Co. Ltd. (“ZIM”) and simultaneously entered into a bareboat charter with ZIM for
ZIM Italia. The charter was for a 60 month period ending in December 2009 with a
charterer option for two 12 month extension periods. The purchase price for ZIM
Italia was approximately $35,350,000, comprised of (i) approximately $9,200,000
in cash and (ii) approximately $26,150,000 of non-recourse debt. In
addition, bank fees, legal fees and other direct expenses of approximately
$360,000 were also paid and capitalized as part of the acquisition cost of ZIM
Italia. The non-recourse debt had a 60 month term and bore interest at the
London Interbank Eurocurrency Market Rate (“LIBOR”) plus 1.50% per year under the terms of
the loan agreement. In connection with the closing of this transaction, the LLC
entered into an interest rate swap with Fortis Bank NV/SA, New York Branch, in
which the variable interest rate was swapped for a fixed interest rate of 3.85%
plus 1.50% per year. The lender had a security interest in ZIM Italia and an
assignment of the charter hire.





On March
31, 2008, we sold our subsidiary, ICON Containership III to an unrelated
third party for approximately $16,930,000. The purchase price for ICON
Containership III was comprised of (i) a cash payment for ZIM Italia of
approximately $27,500,000, (ii) cash value of restricted cash held by the lender
of approximately $336,000, offset by (iii) the transfer of approximately
$10,906,000 of non-recourse indebtedness, secured by an interest in ZIM Italia.
The obligations under the loan agreement were satisfied with the transfer of the
non-recourse debt. We realized a gain of approximately $6,740,575 as result of
this sale.






19
 Table of Contents





Recent Accounting
Pronouncements





In
February 2007, the FASB issued Statement of Financial Accounting
Standards (“SFAS”) No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities — including an Amendment of FASB Statement No.
115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings. This statement is effective for our financial statements
beginning January 1, 2008. As we did not elect to fair value any of its
financial instruments under the provisions of SFAS No. 159, the adoption of this
statement effective January 1, 2008 did not have an impact on the our
consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS
No. 160”). SFAS No. 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the retained interest
and gain or loss when a subsidiary is deconsolidated. This statement is
effective for our financial statements issued for fiscal years beginning on or
after December 15, 2008 with earlier adoption prohibited. Our Manager
is currently evaluating the impact of SFAS No. 160 on the consolidated
financial statements.





On March
19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
“Disclosures about Derivative Instruments and Hedging Activities — an Amendment
of SFAS No. 133” (“SFAS No. 161”). SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how: (a) an entity uses derivative instruments; (b) derivative
instruments and related hedged items are accounted for under SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities;” and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. SFAS No. 161 is effective for
fiscal years and interim periods beginning after November 15, 2008 and therefore
we will be required to provide such disclosures beginning with the interim
period ended March 31, 2009.





Results
of Operations for the Three Months Ended March 31, 2008 (the “2008 Quarter”) and
2007 (the “2007 Quarter”)





Revenue
for the 2008 and 2007 Quarters are summarized as follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            6,609,415
            
            
            $
            7,438,286
            
            
            $
            (828,871
            )Finance
      income
            
            
            675,724
            
            
            
            681,951
            
            
            
            (6,227
            )Income
      from investments in joint ventures
            
            
            680,402
            
            
            
            225,877
            
            
            
            454,525Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            6,807,518
            
            
            
            118,065
            
            
            
            6,689,453Interest
      and other income
            
            
            99,682
            
            
            
            89,687
            
            
            
            9,995Total
      revenue
            
            $
            14,872,741
            
            
            $
            8,553,866
            
            
            $
            6,318,875




Total
revenue for the 2008 Quarter increased by $6,318,875, or 73.9%, as compared to
the 2007 Quarter. This increase was primarily attributable to net gain on sales
of equipment and unguaranteed residual values. During the 2008 Quarter, we sold
our subsidiary, ICON Containership III that resulted in a gain on sale of
$6,740,575. This increase was partly offset by a decreased number of equipment
sales from our investments in residuals with Summit Asset Management, Ltd. and
Key Finance Group, Ltd. During the 2008 Quarter, we recognized approximately
$23,000 of gains on sales of residual values as compared to gains of
approximately $106,000 on the sale of residual values during the 2007 Quarter.
During July and December 2007, we made investments in ICON Mayon and ICON Global
Crossing V, respectively, which accounted for an increase in income from
investments in joint ventures of approximately $494,000. The decrease in rental
income was primarily due to the expiration of our lease with GEICO in March 2007
and the sale of our lease with CompUSA, Inc. in December 2007, which accounted
for a decrease in rental income of approximately $730,000 during the 2008
Quarter.






20
 Table of Contents





Expenses
for the 2008 and 2007 Quarters are summarized as follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeManagement
      fees - Manager
            
            $
            533,587
            
            
            $
            588,360
            
            
            $
            (54,773
            )Administrative
      expense reimbursements - Manager
            
            
            353,558
            
            
            
            210,537
            
            
            
            143,021General
      and administrative
            
            
            415,429
            
            
            
            458,477
            
            
            
            (43,048
            )Interest
            
            
            544,500
            
            
            
            628,153
            
            
            
            (83,653
            )Depreciation
      and amortization
            
            
            5,452,457
            
            
            
            6,328,069
            
            
            
            (875,612
            )Total
      expenses
            
            $
            7,299,531
            
            
            $
            8,213,596
            
            
            $
            (914,065
            )




Total
expenses for the 2008 Quarter decreased by $914,065, or 11.1%, as compared to
the 2007 Quarter. The decrease was primarily due to lower depreciation and
amortization expense that was partly offset by an increase in administrative
expense reimbursements - Manager. The decrease in depreciation and amortization
expense was caused by the GEICO lease expiring during March 2007, the
amortization of the prepaid service fees that were completely written off in
December 2007, partially offset by our acquisitions of equipment on lease to
Texas Die and Monroe during September and December 2007, respectively. The
overall increase in administrative expense reimbursements-Manager relates to
an increased number of leases being remarketed by our Manager during the
2008 Quarter as compared to the 2007 Quarter.





Minority
Interest





The
increase in minority interest primarily relates to financing expense in the 2007
Quarter by ICON Global Crossing II paid to an unrelated third
party.





Net
Income





As a
result of the foregoing factors, the net income for the 2008 and 2007 Quarter
was $7,478,740 and $276,267, respectively. The net income per weighted
average number of additional members’ shares outstanding for the 2008 and 2007
Quarter was $49.91 and $1.84, respectively.





Financial
Condition





This
section discusses the major balance sheet variances from December 31, 2007
compared to March 31, 2008.





Total
Assets





Total
assets decreased $13,026,188 from $122,908,748 to $109,882,560. The decrease
primarily relates to approximately $5,452,000 of depreciation and amortization
expense recognized during the 2008 Quarter and the sale of ICON Containership
III.





Current
Assets





Current
assets increased $14,360,617 from $6,850,178 to $21,210,795. The increase was
due to a higher cash position primarily from the sale of ICON Containership
III.






21
 Table of Contents





Total
Liabilities





Total
liabilities decreased $16,501,973 from $35,833,475 to $19,331,502. The decrease
primarily relates to three months of repayments of our non-recourse debt of
approximately $4,000,000. In addition, we transferred our remaining non-recourse
debt at March 31, 2008 on ZIM Italia of approximately $10,906,000 as part of the
sale of ICON Containership III.





Current
Liabilities





Current
liabilities decreased $6,764,964 from $21,866,066 to $15,101,102, primarily from
the $2,000,000 of repayment on a revolving line of credit as well as the
continued repayment of our non-recourse debt discussed above.





Members’
Equity





Members’
Equity increased $3,690,346 from $84,105,073 to $87,795,419. The increase was
primarily from the 2008 Quarter net income of $7,478,740, partly offset by
distributions to our members of $3,222,384.





Liquidity
and Capital Resources





Sources
and Uses of Cash





At March
31, 2008 and 2007, we had cash and cash equivalents of $19,041,527 and
$7,210,537, respectively. During our offering period, our main source of cash
was from financing activities and during our operating period, our main source
of cash has been from operating and investing activities, which we expect to
continue through the entire operating period. We expect that our operating and
investing activities will generate sufficient cash flows to meet our short and
long term liquidity requirements, including distributions to our members,
management fees, and administrative expense reimbursements -
manager.





The
majority of our investments will be the outright purchase of equipment that will
be subject to lease.  From this type of investment, we will be
entitled to receive rental payments from leasing the equipment and, as owner of
the equipment, we may sell or re-lease it at lease expiration.  We
will purchase equipment subject to lease either directly or through subsidiary
entities.  We may, in some cases, jointly purchase equipment with
other businesses our Manager sponsors and manages or with unaffiliated third
parties.  In such cases, we may co-own a joint venture with other
parties.





We will
seek to acquire a portfolio of equipment leases that is comprised of both (a)
transactions that provide current cash flow in the form of rental payments made
directly to us, and (b) transactions where the cash flow in the form of rental
payments has been pledged or assigned, in whole or in part, to a lender. We
refer to current cash flow leases which we acquire for cash as “income
leases”.  We call leases where a substantial portion of the cash flow
(and perhaps a portion of the expected residual value of the equipment) has been
pledged or assigned to a lender as “growth leases” (also known within the
equipment leasing industry as leveraged leases). We expect that most of the
indebtedness that we incur to pay a portion of the purchase price for growth
leases will be non-recourse to our other assets, meaning that in the event the
lender is not paid, our other assets would not be at risk as a source of
payment; only the particular item or items of financed equipment would be at
risk.





Unanticipated
or greater than anticipated operating costs or losses (including a lessee’s
inability to make timely lease payments) would adversely affect our liquidity.
To the extent that working capital reserves may be insufficient to satisfy our
cash requirements, we anticipate that we would fund our operations from cash
flow generated by operating and financing activities.  In addition, we
may use a portion of cash on hand to re-establish working capital reserves. Our
Manager has no intent or requirements to fund any cash flow deficit of ours or
provide other financial assistance to us.







22
 Table of Contents







Operating
Activities





Sources
of cash




Sources
of cash from operating activities decreased $1,476,053 from $3,834,279 in
the 2007 Quarter to $2,358,226 in the 2008 Quarter. The decrease primarily
relates to the expiration of our lease with GEICO in March 2007 and the sale of
our lease with CompUSA in December 2007, which accounted for the decrease in
operating sources of approximately $730,000.





Investing
Activities





Sources
of cash




Sources
of cash from investing activities increased $16,600,841 from $1,319,098 in the
2007 Quarter to $17,919,939 in the 2008 Quarter. The increase relates to
approximately $16,643,000 of additional proceeds from the sales of equipment and
unguaranteed residual values, primarily the sale of ICON Containership
III.





Financing
Activities





Uses
of cash




Our uses
of cash from financing activities increased $1,895,168 from $3,625,474 in the
2007 Quarter to $5,520,642 in the 2008 Quarter. The increase primarily relates
to a repayment of a revolving line of credit.




Financings
and Borrowings





Revolving
Line of Credit, Recourse





We, along
with ICON Income Fund Eight B, L.P., ICON Income Fund Nine, LLC, ICON
Leasing Fund Eleven, LLC and ICON Leasing Fund Twelve, LLC (entities sponsored
and organized by the Manager - collectively, the “Borrowers”) are parties
to a Commercial Loan Agreement (the “Loan Agreement”) with California Bank &
Trust (the “Lender”). The Loan Agreement originally provided for a revolving
line of credit of up to $17,000,000 pursuant to a senior secured revolving loan
facility (the “Facility”), which is secured by all assets of the Borrowers not
subject to a first priority lien, as defined in the Loan Agreement. Each of the
Borrowers is jointly and severally liable for all amounts borrowed under the
Facility. Amounts available under the Facility are subject to a borrowing base
that is determined, subject to certain limitations, on the present value of the
future receivables under certain lease agreements in which the Borrowers have a
beneficial interest.





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at LIBOR
plus 2.5%. The interest rate at March 31, 2008 was 5.25%.





The
Borrowers were in compliance with the covenants under the Loan Agreement at
March 31, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $4,255,000 at March
31, 2008. We had $3,000,000 in borrowings outstanding under the Facility as of
such date. The remaining $1,255,000 relates to borrowings by Fund Eight B.
Subsequent to March 31, 2008, we repaid the outstanding $3,000,000
balance.






23
 Table of Contents





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly commitment fee
of 0.5% was reduced to 0.25% on unused commitments under the
Facility.





Our
Manager believes that with the cash we have currently available and with the
cash being generated from our leases, we have sufficient cash to continue our
operations into the foreseeable future. We also have the ability to borrow funds
under the Facility if necessary. However, our ability to generate cash in the
future is subject to general economic, financial, competitive, regulatory and
other factors that affect our lessees’ business that are beyond our
control.  See “Item 1A.  Risk Factors.”





Distributions





We pay
monthly distributions to each of our members beginning the first month after
each member is admitted through the termination of our operating period, which
we currently anticipate will be on April 4, 2010, unless extended by our
Manager, at its discretion, for up to an additional three years. We paid
distributions to our Additional Members totaling $3,190,158 for the three months
ended March 31, 2008. Additionally, we paid our Manager distributions of $32,226
for the three months ended March 31, 2008.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





On
September 28, 2007 and December 10, 2007, we completed the acquisition of
substantially all of the machining and metal working equipment of Texas Die and
Monroe, two wholly owned subsidiaries of MW Universal, Inc. (“MWU”).
Simultaneously with the closing of the transaction with Texas Die and Monroe,
Fund Eleven and Fund Twelve (the “Participating Funds”) completed similar
acquisitions with four and three other subsidiaries, respectively, of MWU
pursuant to which the respective funds purchased substantially all of the
machining and metal working equipment of each subsidiary.  Each
subsidiary’s obligations under its respective leases (including those of Texas
Die and Monroe) are cross-collateralized, cross-defaulted, and all subsidiaries’
obligations are guaranteed by MWU.  Each of the Participating Funds
have also entered into a credit support agreement with us, pursuant to which if
losses are incurred by a Participating Fund with respect to any MWU subsidiary,
those losses are shared among the Participating Funds proportionately based on
the amount of capital invested.  The term of the credit support
agreement matches that of the lease agreements.  No amounts were
accrued at December 31, 2007 and management cannot reasonably estimate at this
time the maximum potential amounts that may become payable under the credit
support agreement, if any.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





We, like
most other companies, are exposed to certain market risks, which include changes
in interest rates and the demand for equipment (and the related residuals) owned
by us.  We believe that our exposure to other market risks, including
foreign currency exchange rate risk, commodity risk and equity price risk, are
insignificant, at this time, to both our financial position and our results of
operations.  There were no other material changes to the disclosure
related to these items since the filing of our Annual Report on Form 10-K for
the year ended December 31, 2007.






24
 Table of Contents





Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
period ended March 31, 2008, as well as the financial statements for our
Manager, our Manager carried out an evaluation, under the supervision and with
the participation of the management of our Manager, including its Co-Chief
Executive Officers and Chief Financial Officer, of the effectiveness of the
design and operation of our Manager’s disclosure controls and procedures as of
the end of the period covered by this Report pursuant to the Securities Exchange
Act of 1934. Based on the foregoing evaluation, the Co-Chief Executive Officers
and the Chief Financial Officer concluded that our Manager’s disclosure controls
and procedures were effective.





In
designing and evaluating our Manager’s disclosure controls and procedures, our
Manager recognized that disclosure controls and procedures, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the disclosure controls and procedures are met. Our
Manager’s disclosure controls and procedures have been designed to meet
reasonable assurance standards. Disclosure controls and procedures cannot detect
or prevent all error and fraud. Some inherent limitations in disclosure controls
and procedures include costs of implementation, faulty decision-making, simple
error and mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based, in
part, upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all anticipated and unanticipated future conditions. Over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with established policies or procedures.




Evaluation of internal
control over financial reporting




There
have been no changes in our internal control over financial reporting during our
most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





25
 Table of Contents


PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





In the
ordinary course of conducting our business, there may be certain claims, suits
and complaints filed against us.  In the opinion of management, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations.  No material
legal proceedings are currently pending or threatened, to our knowledge, against
us or against any of our assets.





Item 1A. Risk Factors





There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31,
2007.





Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds





Our
Manager consented to us redeeming 100 additional member shares during the
2008 Quarter. The redemption amounts are calculated according to a
specified redemption formula in accordance with the LLC
agreement.  Redeemed additional member shares have no voting rights
and do not share in distributions.  The LLC agreement limits the
number of additional member shares which can be redeemed in any one year and
redeemed additional member shares may not be reissued. The following table
details our additional member redemptions:




Total
      Number ofAdditional
      Member
              
              
              Price
      Paid PerAdditionalShares Redeemed
              
              
              Member
                SharesJanuary
      1, 2008 through January 31, 2008
              
              
              -
              
              
              $
              -February
      1, 2008 through February 28, 2008
              
              
              80
              
              
              $
              833.81March
      1, 2008 through March 31, 2008
              
              
              20
              
              
              $
              846.10


Item 3.  Defaults Upon Senior Securities





Not
applicable.




Item 4.  Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of security holders during the 2008
Quarter.





Item 5.  Other Information





Not
applicable.






26
 Table
of Contents







Item 6. Exhibits





3.1
            Certificate
      of Limited Liability Company of ICON Income Fund Ten,
      LLC.  Exhibit 4.3 to Amendment No. 2 to our Registration
      Statement on Form S-1 filed with the SEC on February 28, 2003 (File No.
      333-103503).4.1
            ICON
      Income Fund Ten, LLC Amended and Restated Operating
      Agreement.  Exhibit A to post-effective Amendment No. 2 to our
      Registration Statement on Form S-1 filed with the SEC on June 2, 2003
      (File No. 333-103503).10.1
            Commercial
      Loan Agreement, by and between California Bank & Trust, ICON Income
      Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten,
      LLC and ICON Leasing Fund Eleven, LLC, dated August 31, 2005 (Incorporated
      by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
      dated August 31, 2005).10.2
            Loan
      Modification Agreement, by and between California Bank & Trust and
      ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON
      Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26,
      2006 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current
      Report on Form 8-K dated December 29, 2006).10.3
            Loan
      Modification Agreement dated as of June 20, 2007 between California Bank
      & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.1 to
      Registrant’s Current Report on Form 8-K dated June 25, 2007).10.4
            Loan
      Modification Agreement  dated as of May 1, 2008 between California
      Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund
      Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and
      ICON Leasing Fund Twelve, LLC.31.1
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a). Certification of Chief Financial
    Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.







27
 Table of Contents






SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.





File
Number 000-50654


ICON
Capital Corp.


Sole
Manager of the Registrant





May
19, 2008





/s/
      Mark GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)





May
19, 2008





/s/
      Michael A. ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)





May
19, 2008





/s/
      Anthony J. BrancaAnthony
      J. BrancaChief
      Financial Officer
              (Principal
      Financial Officer)




28