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 June 30, 2005

     [ ]  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                       333-103503
                       ---------------------------------------------------------

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

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

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

                                 (212)418-4700
               Registrant'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 an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

<PAGE>

                            ICON Income Fund Ten, LLC
                                      Index


<TABLE>
<CAPTION>



PART I - FINANCIAL INFORMATION

<S>                                                                                   <C>
     Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 2005 (Unaudited)
           and December 31, 2004                                                        3-4

         Condensed Consolidated Statements of Operations for the three and six
           months ended June 30, 2005 and 2004 (Unaudited)                                5

         Condensed Consolidated Statement of Changes in Members' Equity for the
           six months ended June 30, 2005 (Unaudited)                                     6

         Condensed Consolidated Statements of Cash Flows for the six months
           ended June 30, 2005 and 2004 (Unaudited)                                     7-8

         Notes to Condensed Consolidated Financial Statements (Unaudited)              9-13

     Item 2.  Manager's Discussion and Analysis of Financial Condition and
       Results of Operations                                                          14-22

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                 23

     Item 4.  Controls and Procedures                                                    23

PART II - OTHER INFORMATION                                                              24

     Item 1.  Legal Proceedings                                                          24

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                24

     Item 3.  Defaults Upon Senior Securities                                            24

     Item 4.  Submission of Matters to a Vote of Security Holders                        24

     Item 5.  Other Information                                                          24

     Item 6.  Exhibits                                                                   24

         Signatures                                                                      25

         Certifications                                                               26-29

</TABLE>
                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

              Item 1. Condensed Consolidated Financial Statements

                           ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                                     ASSETS

                                                  (Unaudited)
                                                    June 30,       December 31,
                                                     2005             2004
                                                     ----             ----

 Cash and cash equivalents                   $     44,512,190   $   25,006,190
                                             ----------------   --------------

 Investments in operating leases:
    Equipment, at cost                            129,771,508       93,644,312
    Accumulated depreciation                      (16,021,550)      (7,097,993)
                                             ----------------   --------------

    Net investments in operating leases           113,749,958       86,546,319
                                             ----------------   --------------

 Escrow deposits                                   14,469,893       19,001,619
 Equipment held for sale or lease, net              1,658,339          477,715
 Prepaid service fees, net                          6,242,018        5,444,167
 Investment in unguaranteed residual values         2,815,084               -
 Interest rate swap contracts                         149,525               -
 Due from affiliates                                       -           574,725
 Investments in joint ventures                        413,439          382,479
 Other assets, net                                    145,748           85,139
                                             ----------------   --------------

      Total assets                           $    184,156,194   $  137,518,353
                                             ================   ==============


                                       3
<PAGE>

                           ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                         LIABILITIES AND MEMBERS' EQUITY


<TABLE>
<CAPTION>

                                                       (Unaudited)
                                                         June 30,        December 31,
                                                           2005              2004
                                                           ----              ----

<S>                                                  <C>               <C>
 Notes payable - non-recourse                        $  67,537,062     $   47,795,602
 Security deposits and other liabilities                   279,334            360,802
 Deferred rental income                                  1,048,056          1,248,166
 Additional Member refunds payable                              79                 -
 Due to Manager and affiliates                             215,190            129,831
 Interest rate swap contracts                                   -             303,619
 Minority interest                                         977,992          1,075,900
                                                     -------------     --------------

    Total liabilities                                   70,057,713         50,913,920
                                                     -------------     --------------

 Commitments and Contingencies

 Members' equity:
    Manager (one share outstanding,
      $1,000 per share original issue price)              (166,293)           (82,090)
    Additional Members (149,427.765
     and 108,861.334 shares outstanding,
      $1,000 per share original issue price)           114,521,743         86,990,142
    Accumulated other comprehensive loss                  (256,969)          (303,619)
                                                     -------------     --------------

    Total members' equity                              114,098,481         86,604,433
                                                     -------------     --------------

    Total liabilities and members' equity            $ 184,156,194     $  137,518,353
                                                     =============     ==============

</TABLE>


                                       4
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                        Three Months Ended June 30,   Six Months Ended June 30,
                                                           2005           2004            2005       2004
                                                           ----           ----            ----       ----
 Revenue:
<S>                                                  <C>             <C>             <C>           <C>
    Rental income                                    $   6,091,981   $   2,508,287   $ 11,822,317  $   2,784,158
    Income from investment in joint venture                 10,499              -          30,960             -
    Net gain on sales of equipment                              -           18,893             -          18,893
    Interest and other income                              114,367              -         114,367             -
                                                     -------------   -------------   ------------  ------------

      Total revenue                                      6,216,847       2,527,180     11,967,644      2,803,051
                                                     -------------   -------------   ------------  -------------

 Expenses:
    Depreciation expense                                 4,829,775       2,148,406      9,393,653      2,353,982
    Amortization of prepaid service fees                   973,701         307,910      1,868,271        510,260
    Interest                                               929,766         197,873      1,884,960        197,873
    Management fees - Manager                              463,394         144,728        763,084        267,694
    Administrative expense
      reimbursements - Manager                             193,790         340,777        551,467        531,351
    General and administrative                             150,146          28,039        265,687         47,147
    Minority interest                                       11,094          17,092         22,188         17,092
                                                     -------------   -------------   ------------  -------------

      Total expenses                                     7,551,666       3,184,825     14,749,310      3,925,399
                                                     -------------   -------------   ------------  -------------

 Net loss                                            $ (1,334,819)   $    (657,645)  $ (2,781,666) $  (1,122,348)
                                                     =============   =============   ============  =============

 Net loss allocable to:
    Additional Members                               $  (1,321,471)  $    (651,069)  $ (2,753,849) $  (1,111,125)
    Manager                                                (13,348)         (6,576)       (27,817)       (11,223)
                                                     -------------   -------------   ------------  -------------

                                                     $  (1,334,819)  $    (657,645)  $ (2,781,666) $  (1,122,348)
                                                     =============   =============   ============= =============

 Weighted average number of additional
    members shares outstanding                             149,372          47,337        137,376         39,223
                                                     =============   =============   ============  =============

 Net loss per weighted average
    additional members share                         $       (8.85)  $      (13.75)  $     (20.05) $      (28.33)
                                                     =============   =============   ============  =============
</TABLE>


                                       5
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
         Condensed Consolidated Statement of Changes in Members' Equity
                         Six Months Ended June 30, 2005
                                   (Unaudited)


<TABLE>
<CAPTION>

                                        Additional Members' Distributions                           Accumulated
                                        (Per weighted average share)                                   Other             Total
                                           Return of   Investment  Additional       Managing        Comprehensive       Members'
                                           Capital      Income     Members          Member          Income (Loss)        Equity
                                           -------      ------     -------          -------         ------------         ------

<S>                                      <C>          <C>        <C>           <C>              <C>                <C>
Balance, January 1, 2005                                          $ 86,990,142      $ (82,090)    $    (303,619)   $    86,604,433

Proceeds from issuance of additional
   members shares (41,017.258 shares)                               41,017,258            -                -            41,017,258
 Sales and offering expenses                                        (4,716,984)           -                -            (4,716,984)
 Additional member shares redeemed
    (450.827 shares)                                                  (436,736)           -                -              (436,736)
 Cash distributions to members             $(40.60)     $  -        (5,578,088)       (56,386)             -            (5,634,474)
 Unrealized increase in interest rate
   swap contracts                                                        -               -              453,144            453,144
 Foreign currency translation adjustment                                 -               -             (406,494)          (406,494)
 Net loss                                                           (2,753,849)       (27,817)              -           (2,781,666)
                                                                  ------------      ---------     -------------    ---------------

Balance, June 30, 2005                                            $114,521,743      $(166,293)    $    (256,969)   $    114,098,481
                                                                  ============      =========     =============    ================

</TABLE>


                                       6
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                   2005               2004
                                                                                   ----               ----
<S>                                                                        <C>                 <C>
 Cash flows from operating activities
    Net loss                                                               $    (2,781,666)    $    (1,122,348)
    Adjustments to reconcile net loss to net cash
       provided by operating activities:
        Rental income paid directly to lenders by lessees                       (8,572,533)         (1,772,647)
        Interest expense on non-recourse financing paid directly
          to lenders by lessees                                                  1,887,460             197,873
        Amortization of prepaid service fees                                     1,868,271             510,260
        Depreciation                                                             9,393,653           2,353,982
        Income from investment in joint venture                                    (30,960)                 -
        Net gain on sales of equipment                                                  -              (18,893)
        Minority interest                                                           22,188              17,092
      Changes in operating assets and liabilities:
        Other assets                                                               (60,609)            (91,957)
        Security deposits and other liabilities                                    (35,174)            235,419
        Deferred rental income                                                    (411,577)                 -
        Due to Manager and affiliates, net                                         127,279              76,993
                                                                           ---------------     ---------------

 Net cash provided by operating activities                                       1,406,332             385,774
                                                                           ---------------     ---------------

 Cash flows from investing activities:
    Investments in operating leases,
     net of security deposits assumed                                           (2,167,116)        (28,547,694)
    Due from Manager and affiliates, net                                           574,725                  -
    Investment held in escrow                                                   (7,708,946)                 -
    Prepaid service fees paid                                                   (2,666,122)         (2,099,819)
    Proceeds from sales of equipment                                                    -               61,000
                                                                           ---------------     ---------------

 Net cash used in investing activities                                         (11,967,459)        (30,586,513)
                                                                           ----------------    ---------------

 Cash flows from financing activities:
    Issuance of additional members shares, net of
      sales and offering expenses paid                                          36,300,274          28,129,635
    Due to Manager and affiliates, net                                             (41,920)                 -
    Cash distributions to members                                               (5,634,474)         (1,481,224)
    Member shares redeemed                                                        (436,736)                 -
    Minority interest contribution in joint venture                                     -            2,404,992
    Distributions to minority interest holders in joint ventures                  (120,096)                 -
    Additional Member refunds payable                                                   79            (183,000)
                                                                           ---------------     ---------------

 Net cash provided by financing activities                                      30,067,127          28,870,403
                                                                           ---------------     ---------------

 Net increase (decrease) in cash and cash equivalents                           19,506,000          (1,330,336)

 Cash and cash equivalents, beginning of the period                             25,006,190          15,908,041
                                                                           ---------------     ---------------

 Cash and cash equivalents, end of the period                              $    44,512,190     $    14,577,705
                                                                           ===============     ===============
</TABLE>


                                       7
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                            Six Months Ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                              2005                 2004
                                                                              ----                 ----
 Supplemental disclosure of cash flow information:
<S>                                                                     <C>                    <C>
    Cash paid during the period for interest                            $           -          $           -
                                                                        ================       ===============

 Supplemental disclosure of non-cash investing
    and financing activities:

   Non-cash portion of equipment purchased through non-recourse debt    $     26,150,000       $    70,057,027
                                                                        ================       ===============
   Principal and interest paid on non-recourse notes payable
     directly to lenders by lessees                                     $      8,572,533       $     2,692,078
                                                                        ================       ===============
</TABLE>


                                       8
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (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  accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and  Exchange  Commission  for Form 10-Q.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  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 2004 Annual  Report on Form 10-K.  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 significant  intercompany accounts
and transactions have been eliminated in consolidation. The LLC accounts for its
interests  in  minority   owned  joint  ventures  under  the  equity  method  of
accounting. In such cases, the LLC's original investment is recorded at cost and
adjusted for its share of earnings, losses and distributions.  In joint ventures
where  the  LLC's  ownership  interest  is  majority  owned,  minority  interest
represents the minority  venturer's  proportionate  share of their equity in the
joint  venture.  The minority  interest is adjusted for the minority  venturer's
share of the earnings or loss 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 acquiring
equipment  subject to lease.  The LLC will  continue  until  December  31, 2023,
unless terminated sooner.

     The LLC is currently in its "reinvestment"  phase, wherein the LLC seeks to
purchase  equipment  from  time  to time  through  April  30,  2010.  After  the
"reinvestment  period,"  the LLC  will  then  begin to sell  its  assets  in the
ordinary course of business during a time frame called the "disposition period."
If the LLC  believes  it would  be  beneficial  to  reinvest  the  cash  flow in
equipment during the disposition period, the LLC may do so, but the Manager will
not receive any additional fees in connection with such reinvestments.

     The  initial  capitalization  of the LLC  was  $1,000  contributed  by ICON
Capital Corp. (the "Manager").  The LLC was offering  membership  interests with
the intention of raising up to $150,000,000 of capital from additional  members.
The LLC had its initial closing on August 22, 2003,  when it admitted  5,065.736
additional  member  shares,  representing  $5,065,736 in capital  contributions.
Through April 2005,  the LLC had admitted an additional  144,812.856  additional
member shares representing  $144,812,856 in capital contributions,  bringing the
total capital  contributions  and additional  member shares to $149,878,592  and
149,878.592,  respectively.  Through  June 30, 2005,  the LLC  redeemed  450.827
additional  member  shares,   leaving   149,427.765   additional  member  shares
outstanding at June 30, 2005.

                                       9
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)

(2)    Organization - continued

     The Manager is a Connecticut corporation.  The Manager manages and controls
the business  affairs of the LLC's equipment  leases and financing  transactions
under the terms of a LLC agreement with the LLC. Additionally, the Manager has a
1% ownership interest in the LLC.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the additional members and 1% to the Manager until each additional member
has received cash  distributions and disposition  proceeds  sufficient to reduce
their adjusted capital contribution  account to zero and received,  in addition,
other  distributions  and  allocations  which  would  provide  an 8%  per  annum
cumulative return on their outstanding  adjusted capital  contribution  account.
After such time,  the  distributions  will be  allocated  90% to the  additional
members and 10% to the Manager.

(3)    Summary of Significant Accounting Policies

     Foreign Currency Translation

     The assets and  liabilities  of the LLC's  subsidiary,  which  conducts its
business in the United  Kingdom,  are  translated at current  exchange rates and
related  revenues and expenses at average  exchange  rates in effect  during the
period.  Resulting  translation  adjustments,  if  material,  are  recorded as a
separate component of accumulated other comprehensive income or loss.

(4)    Transactions with Related Parties

     The LLC has  entered  into  certain  agreements  with the  Manager and ICON
Securities Corp., a wholly-owned subsidiary of the Manager, whereby the LLC pays
certain fees and  reimbursements  to those parties.  ICON  Securities  Corp. was
entitled to receive a 2% underwriting  fee from the gross proceeds from sales of
shares to the Additional Members.

     In accordance with the terms of these agreements,  the LLC pays the Manager
(i)  management  fees ranging from 1% to 7% based on a percentage of the rentals
received either directly by the LLC or through its joint ventures,  (ii) prepaid
service  fees of 6.5% based upon the gross  proceeds  from the sale of shares to
Additional Members,  and (iii) organization and offering expenses from the gross
proceeds  of the  sale of  shares  to  Additional  Members,  as  defined  in the
agreement.  In addition,  the Manager is reimbursed for administrative  expenses
incurred in connection with the LLC's operations.

     The total  compensation  which the Manager and ICON  Securities  Corp.  may
earn, not including management fees and administrative  expense  reimbursements,
is limited to 12% of gross offering proceeds up to the first $37,500,000 raised,
11% of gross offering  proceeds from $37,500,001 to $75,000,000 and 10% of gross
offering proceeds from $75,000,001 to $150,000,000.

                                       10
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)

(4)    Transactions with Related Parties - continued

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates were as follows:


<TABLE>
<CAPTION>
                                                               Three Months Ended            Six Months Ended
                                                                    June 30,                     June 30,
                                                           2005             2004             2005          2004
                                                         -----------------------------------------------------------

<S>                                                   <C>               <C>            <C>            <C>
 Prepaid service fees (1)                             $        75,711   $  1,071,434   $   2,666,122  $   2,099,819
 Organization and offering fees (2)                            17,472        412,090         615,259        944,779
 Underwriting commissions (2)                                  23,295        329,672         820,345        646,098
 Management fees (3)                                          463,394        144,728         763,084        267,694
 Administrative expense reimbursements (3)                    185,358        340,777         543,035        531,351
                                                      ---------------   ------------   -------------  -------------

                                                      $       765,230   $  2,298,701   $   5,407,845  $   4,489,741
                                                      ===============   ============   =============  =============
</TABLE>

(1)  Capitalized and amortized to operations over the estimated  offering period
     in accordance with the LLC's accounting policies.

(2)  Charged directly to members' equity.

(3)  Charged directly to operations.

     The LLC had a net payable of $215,190 due to the Manager and  affiliates at
June 30, 2005, which was principally owed the Manager for administrative expense
reimbursements.

(5)    Notes Payable - Non-Recourse

     Notes payable are  comprised  solely of the  non-recourse  debt incurred in
connection with the acquisition of three  containership  vessels  purchased from
ZIM Israel Navigation Co., Ltd. ("ZIM").  The first two vessels,  ZIM Canada and
ZIM Korea,  were acquired during 2004 and the non-recourse  debt matures in July
2009.  The third vessel,  ZIM Italia,  was acquired  during January 2005 and the
non-recourse  debt matures in January 2010. All of the non-recourse debt accrues
interest at the London InterBank Offer Rate plus 1.50% per annum. The lender has
a  security  interest  in the three  vessels  and an  assignment  of the  rental
payments   under  the  leases  with  ZIM.  The  balance  of  the  notes  payable
non-recourse debt at June 30, 2005 is $67,537,062.

     Simultaneously  with the acquisitions of the vessels,  the LLC entered into
interest  rate swap  contracts  with  Fortis  Bank 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 contracts have a fixed interest rate
of 5.36% per annum for the ZIM Canada and ZIM Korea debt and 5.80% per annum for
the ZIM Italia debt. The LLC accounts for its swap contracts in accordance  with
Statement of Financial  Accounting  Standards No. 133, as amended,  and recorded
the swap  contracts  at their  estimated  fair market value at June 30, 2005 and
recognized the change in their fair market value as other comprehensive income.

                                       11
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)

(6) Other Comprehensive Income (Loss)

           Other comprehensive income (loss) consists of the following:

<TABLE>
<CAPTION>
                                                             Three Months Ended               Six Months Ended
                                                                  June 30,                         June 30,
                                                           2005             2004            2005          2004
                                                           ----             ----            ----          ----

<S>                                                  <C>               <C>             <C>            <C>
 Net loss                                            $    (1,334,819)  $  (657,645)    $ (2,781,666)  $ (1,122,348)

 Other comprehensive income (loss):
    Change in valuation of interest rate
      swap contracts during the period                      (514,224)          -            453,144          -
    Foreign currency translation adjustment                 (406,494)          -           (406,494)         -
                                                     ---------------   ------------     -----------   ------------

 Comprehensive loss                                  $    (2,255,537)  $   (657,645)    $(2,735,016)  $ (1,122,348)
                                                     ===============   ============     ===========   ============

</TABLE>

(7)    Escrow Deposits

     On June 30, 2005, the LLC's subsidiary, ICON Premier, LLC, executed a Sales
Purchase  Agreement,  Master Lease  Agreement and other  documents in connection
with its agreement to lease approximately 5,000 bedside entertainment  equipment
units  to  Premier  Telecom  Contracts,   Ltd.  for  approximately   $13,000,000
((pound)7,200,000).  On June  30,  2005,  the LLC  made its  final  advance  of
$7,597,182  ((pound)4,240,650)  into  escrow.  At  June  30,  2005,  the LLC has
$13,005,893  ((pound)7,259,738)  in escrow deposits  relating to this lease. The
base term of the lease, which will commence when the final piece of equipment is
installed, will be for a term of seven years. The equipment will be installed in
hospitals  located in the United  Kingdom  which are  operated  by the  National
Health Service, the United Kingdom's public health care provider.

(8)    Recent Accounting Pronouncements

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying condensed consolidated financial statements.

(9)    Line of Credit Agreement

     On May 30, 2002,  certain  affiliates of the LLC,  specifically,  ICON Cash
Flow Partners L.P. Seven;  ICON Income Fund Eight A L.P.; ICON Income Fund Eight
B L.P.  and ICON Income Fund Nine,  LLC  (collectively,  the  "Initial  Funds"),
entered into a  $17,500,000  line of credit  agreement  with  Comerica  Bank, as
amended. Under the terms of the line of credit agreement,  the Initial Funds may
borrow money from Comerica Bank with all  borrowings to be jointly and severally
collateralized  by (i)  cash,  and (ii) the  present  values  of  certain  rents
receivable  and equipment  owned by the Initial Funds.  Interest  accrues on all
outstanding  balances,  at an  interest  rate  equal to the  Comerica  Bank base
interest  rate plus 1% (which was 7.00% at June 30, 2005).  Effective  August 5,
2004, the line of credit agreement was amended to add the LLC as a borrower. The
Initial Funds and the LLC are  collectively  referred to as the  Borrowers.  The
line of credit agreement expires on December 30, 2005.

                                       12
<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2005
                                   (Unaudited)

(9)    Line of Credit Agreement - continued

     The Initial Funds also entered into a Contribution Agreement, dated May 30,
2002,  as  subsequently  amended  to  include  the LLC,  pursuant  to which  the
Borrowers have agreed to certain  restrictions on the amounts and terms of their
respective  borrowings  under the line of credit  agreement in order to minimize
the risk that a Borrower  would be unable to repay its allocable  portion of its
outstanding line of credit obligations at any time. These  restrictions  include
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the line of credit  agreement,
as  applied  to such  and  (ii)  50% of the net  worth  of  such  Borrower.  The
Contribution  Agreement  provides  that,  in the event a Borrower pays an amount
under this agreement in excess of its allocable  share of the total  obligations
under the line of credit agreement,  whether by reason of an event or default or
otherwise,  the other Borrowers will immediately make a contribution  payment to
such Borrower and in such amount that the aggregate amount paid by each Borrower
reflects its  allocable  share of the  aggregate  obligations  under the line of
credit   agreement.   The  Borrowers'   obligations  to  each  other  under  the
Contribution Agreement are collateralized by a subordinate lien on the assets of
each participating Borrower.

     Effective  March 8, 2005,  the  Initial  Funds and the LLC  entered  into a
seventh  amendment to the line of credit  agreement  with  Comerica  Bank.  This
Agreement  releases  ICON  Cash  Flow  Partners  L.P.  Seven  from  all  of  its
obligations  under the line of credit  agreement,  dated as of May 30, 2002,  as
amended. As a result, ICON Cash Flow Partners L.P. Seven is no longer a party to
the $17,500,000 line of credit.

     Aggregate  borrowings  by all  Funds  under  the line of  credit  agreement
amounted to  $8,805,000  at June 30, 2005.  The LLC  currently has no borrowings
under this line of credit.

                                       13
<PAGE>

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 report and the audited  consolidated  financial  statements  and related
notes included in our Annual Report on Form 10-K for the year ended December 31,
2004.

     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
subsidiary.

     Forward-Looking  Information - Certain statements within this Form 10-Q may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without  limitation,  fluctuations in petroleum and fuel prices;  level of fleet
additions by competitors and industry  overcapacity;  changing  customer demands
for leased equipment;  acts of terrorism;  unsettled political conditions,  war,
civil unrest and governmental  actions,  and  environmental  and labor laws. Our
actual  results  could  differ   materially  from  those   anticipated  by  such
forward-looking  statements  due to a number  of  factors,  some of which may be
beyond our control, including, without limitation:

o changes in our industry, interest rates or the general economy;

o the degree and nature of our competition;

o cash flows from  operating  activities  may be less than our current  level of
expenses and debt obligations;

o the financial condition of lessees; and

o lessee defaults.

Business Overview

     We are an equipment  leasing  business  formed on January 2, 2003. We began
active  operations  on August 22, 2003.  We primarily  engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment  leases will be acquired for cash and are expected to provide  current
cash flow,  which we refer to as "income"  leases.  The majority of the purchase
price of our other  equipment  leases  will be  financed,  so these  leases will
generate little or no current cash flow because  substantially all of the rental
payments  received  from a lessee will be paid to a lender.  For these  "growth"
leases,  we anticipate that the future value of the leased equipment will exceed
the cash portion of the purchase price paid for the equipment.

     We expect to invest most of the net proceeds  from our offering in items of
equipment that will be subject to a lease.  After the net offering proceeds have
been invested,  it is anticipated that additional  investments will be made with
the cash generated  from our initial  investments to the extent that cash is not
needed for expenses,  reserves and distributions to investors. The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next five years. This time frame
is called the "reinvestment period," which we may extend, at our discretion, for
an additional three years.  After the  "reinvestment  period," we will then sell
our assets in the  ordinary  course of business  during a time frame  called the
"liquidation  period."

     If we believe  it would  benefit  investors  to  reinvest  our cash flow in
equipment during the liquidation  period, we may do so, but the Manager will not
receive any additional fees in connection with such  reinvestments.  Our goal is
to  complete  the  liquidation  period  within  three years after the end of the
reinvestment  period, but it may take longer to do so. Accordingly,  an investor
should expect to hold his shares for at least 10 years from the time he invests.

                                       14
<PAGE>
     Substantially all of our recurring  operating cash flows are generated from
the operations of the "income"  leases in our portfolio.  On a monthly basis, we
deduct the expenses  related to the recurring  operations of the portfolio  from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known  re-leasing  costs and equipment  management  costs.  Any
residual  operating cash flows are considered  available for distribution to the
additional members. We anticipate  increases in cash available for distributions
to the additional members from the acquisition of more income leases.

     Our current  equipment  portfolio,  which we own directly or through  joint
venture investments with affiliates, consists primarily of the following:

     Containerships

     We have a 100% interest in three container  vessels on bareboat  charter to
ZIM Israel  Navigation Co. Ltd., the 1991 ZIM Korea, the 1990 ZIM Canada and the
1991 ZIM  Italia.  The 1991 ZIM Korea and the 1990 ZIM  Canada  have a  bareboat
charter that expires during June 2009 and the ZIM Italia has a bareboat  charter
that expires during  December 2009. The purchase price for the ZIM Korea and ZIM
Canada  in  the  aggregate  was  approximately  $70,700,000,  comprised  of  (i)
approximately  $18,400,000  in  cash,  and  (ii)  approximately  $52,300,000  of
non-recourse  debt.  The  purchase  price for the 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.

     Information Technology Equipment

     We have a 74% interest in  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.  The
expiration of the lease is March 31, 2007.  Our share of the purchase  price was
approximately $4,331,000 in cash.

     We have a 75%  interest in a portfolio  of leases  currently  in effect and
performing  with  various U.K.  lessees.  The  portfolio is mostly  comprised of
information technology equipment,  including laptops, desktops and printers. The
leases all expire in less than five years. The purchase price was  approximately
$2,815,000  in cash.  Under  the  terms of a  Participation  Agreement  with the
seller, we will receive 75% of all residual proceeds, which is defined as either
lease renewals or sales proceeds, as the equipment comes off lease.

     We have a 100%  interest in two Mitel  Networks  3340 Global  Branch Office
Solution  Phone  Systems  on lease to  CompUSA,  Inc.  One  lease  has a term of
approximately  48 months while the second has a term of approximately 58 months.
The  purchase  price  of  the  two  systems  was  approximately  $2,976,000  and
$1,174,000 in cash, respectively.

     We have a 100% interest in 101 Noritsu QSS-3011 digital  mini-labs on lease
to the Rite Aid  Corporation.  The  lease  expires  during  December  2008.  The
purchase price of the equipment was approximately $9,203,000 in cash.

Portfolio Activity for Three Months Ended June 30, 2005

     Bedside Entertainment and Communication Terminals

     During  December  2004, we entered into a Commitment  Agreement with Summit
Asset   Management,   Ltd.  for  the  purchase  of  bedside   entertainment  and
communication terminals, subject to lease with Premier Telecom Contracts Limited
("Premier").  The equipment will be installed in several National Health Service
hospitals  in the United  Kingdom.  The lessee is one of four  companies  in the
United  Kingdom to receive the right to install and operate the equipment in the
hospitals,  and the  lessee  anticipates  it will  have the  exclusive  right to
install and operate the equipment in fifteen hospitals by December 2006.

     On June 30, 2005, we executed a Sales  Purchase  Agreement,  a Master Lease
Agreement and related  documentation  in  connection  with our purchase of 5,000
bedside entertainment equipment units for approximately $13,000,000 to be leased
to Premier.  The base term of the lease, which will commence when the last piece
of equipment is installed, will be for a term of seven years.

                                       15
<PAGE>

Economic and Industry Risk Factors

     Our  results of  operations  continue to be impacted by a number of factors
influencing  the United  States of  America's  economy as well as the  equipment
leasing industry, some of which are discussed below.

     United States Economy and the Leasing Industry

     The economy of the United States of America has been experiencing continued
growth  during  2005,  although  not at the pace  experienced  during  2004.  We
anticipate that capital  spending by  corporations  will continue to increase as
well, which should increase  available leases, and to that end, we believe there
will be more  opportunities  in this market.  We believe the leasing  industry's
outlook for the foreseeable  future is encouraging.  However, a key obstacle for
the equipment  leasing and finance  industry has been the continued low interest
rate  environment,  which reduces  leasing volume inasmuch as customers are more
prone to  purchase  than lease.  We are  optimistic  that the recent  pattern of
federal funds rate  increases  will continue over time,  causing more lessees to
return to the marketplace.  In June 2005, the Securities and Exchange Commission
(the "SEC")  issued a study  entitled  "Report and  Recommendations  Pursuant to
Section  401(c)  of  the   Sarbanes-Oxley  Act  of  2002  On  Arrangements  with
Off-Balance Sheet  Implications,  Special Purpose Entities,  and Transparency of
Filings by Issuers" (the "Study").  In the Study,  the SEC recommends that lease
accounting  procedures be re-evaluated.  Suggested  changes under the Study, and
the  continued  misperception,  stemming from Enron,  WorldCom and others,  that
leasing should not play a central role as a financing alternative,  may serve to
adversely affect our industry by deterring  potential  lessees from entering the
marketplace.

     Containership Industry

     The containership  industry has been experiencing  unprecedented  levels of
growth  since  2002,  marked by  extraordinary  increases  in freight  rates and
consistently  high  utilization  rates.  The primary factor  attributing to this
growth is the recent  increase  in  ocean-going  trade  involving  China.  Since
joining the World Trade Organization in 2002, China has significantly  increased
its manufacturing base and business infrastructure  investment.  The outsourcing
of manufacturing  operations by American and European corporations to relatively
cheap labor markets in Asia has further escalated container traffic, effectively
straining capacity and increasing port congestion,  causing prices to rise while
current  levels of supply  struggle to meet global  demand.  Although  favorable
market  conditions  currently  exist,  possible  problems in the future include,
sharply  rising  fuel  prices,   increased  freight  rates  and  increased  port
congestion.

     Information Technology Industry

     The market for information  technology equipment is characterized by highly
competitive  and aggressive  pricing  practices,  frequent  introduction  of new
products,  short product life cycles,  evolving  industry  standards,  and rapid
adoption of technological and product advancements by competitors.  Thus, due to
the risk of technological  obsolescence over a short period of time, there is no
assurance  that we will be able to  locate a  willing  buyer or  lessee  for our
assets at lease termination, or if one is located, that the buyer or lessee will
pay a price for these assets at least equal to the appraised value.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the Manager to make
difficult and subjective  judgments  regarding  uncertainties,  and as a result,
such estimates may significantly  impact our financial results. The precision of
these  estimates  and the  likelihood  of future  changes  depend on a number of
underlying  variables and a range of possible outcomes.  We applied our critical
accounting   policies  and  estimation  methods   consistently  in  all  periods
presented.  We consider the following  accounting policies to be critical to our
business:

o Lease classification and revenue recognition

o Asset impairments

o Depreciation

                                       16
<PAGE>
     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease and the related unearned income. Unearned income represents the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized as finance income ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

     Our Manager has an  investment  committee  that approves each new equipment
acquisition and lease  transaction.  As part of their process they determine the
residual value to be used once the  acquisition  has been approved.  The factors
considered in determining  the residual  value include,  but are not limited to,
the  creditworthiness  of the  potential  lessee,  the type of  equipment  being
considered, how the equipment is integrated into the potential lessees business,
the length of the lease and  industry in which the  potential  lessee  operates.
Residual  values  are  reviewed  in  accordance  with our  policy to review  all
significant assets in our portfolio.

     Asset Impairments

     The significant assets in our portfolio are periodically reviewed, at least
annually, by management, to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable.  Management
uses  qualified  third  party  appraisers  to assist in the review  process.  An
impairment  loss will be recognized  only if the carrying amount of a long-lived
asset is not recoverable and exceeds its fair value. In such  circumstances,  we
will estimate the future cash flows  (undiscounted and without interest charges)
expected  to  result  from the use of the asset  and its  eventual  disposition.
Future cash flows are the cash inflows expected to be generated by an asset less
the future  outflows  expected  to be  necessary  to obtain  those  inflows.  An
impairment loss will be measured as the amount by which the carrying amount of a
long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation to the  non-recourse  lender and our residual  position in the asset.
Generally,  in the latter situation,  the residual position relates to equipment
subject to third  party  notes  payable  where the lessee  remits  their  rental
payments  directly  to the lender and we do not recover  our  residual  position
until the note payable non-recourse is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation,  we first determine the depreciable
equipment cost,  which is the cost less estimated  residual value. The estimated
residual  value  is  our  estimate  of  the  value  of the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

                                       17
<PAGE>
     New Accounting Pronouncements

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying condensed consolidated financial statements.

     Results of Operations for the Three Months Ended June 30, 2005 (the "2005
Quarter") and 2004 (the "2004 Quarter")

     During  April  2005,   our  offering   period   closed  as  we  had  raised
approximately  $150,000,000.  We are currently in our reinvestment period, which
is  anticipated  to last until April 2010, but may be extended for an additional
three  years.  During this period,  we expect to acquire both income  leases and
growth leases.  As our leases expire, we may sell the equipment and reinvest the
proceeds in additional  equipment leases. We anticipate incurring both gains and
losses on the sales of equipment  during the  reinvestment  period.  During this
period, we expect to see our rental income and finance income increase,  as well
as related  expenses such as depreciation  and interest.  We anticipate that the
fees we pay to our Manager to operate  and manage our  business  portfolio  will
increase during this period as our Manager will be spending a greater portion of
their time managing our portfolio.

     Revenue  for the  2005  Quarter  and the 2004  Quarter  are  summarized  as
follows:

<TABLE>
<CAPTION>
                                                        Three Months Ended June 30,
                                                         2005           2004          Change
                                                         ----           ----          ------

<S>                                               <C>              <C>               <C>
 Total revenue                                    $    6,216,847   $     2,527,180   $  3,689,667
                                                  ==============   ===============   ===========

 Rental income                                    $    6,091,981   $     2,508,287   $  3,583,694
 Income from investments in joint ventures        $       10,499   $           -     $     10,499
 Net gain on sales of equipment                   $          -     $        18,893   $    (18,893)
 Interest and other income                        $      114,367   $           -     $    114,367

</TABLE>

     Revenues  for the 2005  Quarter  increased  by  $3,689,667,  or 146.0%,  as
compared to the 2004 Quarter.  The increase in total revenue is primarily due to
rental  income  generated  from our leased  equipment.  We recently  entered our
reinvestment period and as such rental income should be increasing as we acquire
additional  equipment under lease.  During the 2004 Quarter we had three leases:
Air Atlanta Icelandic,  ZIM Canada and ZIM Korea. During the 2005 Quarter we had
additional leases with ZIM Italia,  CompUSA, Inc., Rite Aid Corporation,  W.P.S.
Inc. and PW Supermarkets, Inc.

                                       18
<PAGE>
      Expenses for the 2005 Quarter and the 2004 Quarter are summarized as
follows:

<TABLE>
<CAPTION>

                                                   Three Months Ended June 30,
                                                        2005        2004        Change
                                                        ----        ----        ------

<S>                                                <C>            <C>         <C>
 Total expenses                                    $   7,551,666  $3,184,825  $  4,366,841
                                                   =============  ==========  ============

 Depreciation expense                              $   4,829,775  $2,148,406  $  2,681,369
 Amortization of prepaid service fees              $     973,701  $  307,910  $    665,791
 Interest                                          $     929,766  $  197,873  $    731,893
 Management fees - Manager                         $     463,394  $  144,728  $    318,666
 Administrative expense reimbursements - Manager   $     193,790  $  340,777  $   (146,987)
 General and administrative                        $     150,146  $   28,039  $    122,107
 Minority interest                                 $      11,094  $   17,092  $     (5,998)

</TABLE>

     Expenses for the 2005 Quarter increased by $4,366,841,  or 137.1%, over the
2004  Quarter.  The overall  increase in expenses is due  primarily to increased
lease  activity as  discussed  above.  The leases we entered into since the 2004
Quarter  had  greater  equipment  cost,  which  accounts  for  the  increase  in
depreciation. The increase in amortization of prepaid service fees is due to our
continued  admission of  additional  members and the resulting  amortization  of
these fees. The increase in interest expense is due solely to the acquisition of
the  ZIM  vessels.  The  Manager  performs  certain  functions  relating  to the
management  of our  equipment.  Such  services  include the  collection of lease
payments  from the lessee 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.  As we
increase our leased  equipment  portfolio,  management  fees paid to our Manager
will increase. The increase in administrative expense reimbursements is directly
related to the additional time spent managing our affairs.

     Net Loss

     As a result of the foregoing factors,  net loss in the 2005 Quarter and the
2004  Quarter  was  $1,334,819  and  $657,645,  respectively.  The net  loss per
weighted  average  additional  member  shares  was $8.85 and $13.75 for the 2005
Quarter and 2004 Quarter, respectively.

     Results of  Operations  for the Six Months  Ended June 30,  2005 (the "2005
Period") and 2004 (the "2004 Period")

     Revenue for the 2005 Period and the 2004 Period are summarized as follows:


<TABLE>
<CAPTION>

                                                 Six Months Ended June 30,
                                                   2005              2004        Change
                                                   ----              ----        ------
<S>                                           <C>              <C>              <C>
 Total revenue                                $  11,967,644    $   2,803,051    $  9,164,593
                                              =============    =============    ============

 Rental income                                $  11,822,317    $   2,784,158    $  9,038,159
 Income from investments in joint ventures    $      30,960    $        -       $     30,960
 Net gain on sales of equipment               $        -       $      18,893    $    (18,893)
 Interest and other income                    $     114,367    $        -       $    114,367

</TABLE>

     Revenues  for the 2005  Period  increased  by  $9,164,593,  or  327.0%,  as
compared to the 2004 Period.  The increase in total  revenue is primarily due to
rental  income  generated  from our leased  equipment.  We recently  entered our
reinvestment period and as such rental income should be increasing as we acquire
additional  equipment  under lease.  During the 2004 Period we had three leases:
Air Atlanta Icelandic,  ZIM Canada and ZIM Korea.  During the 2005 Period we had
additional leases with ZIM Italia,  CompUSA, Inc., Rite Aid Corporation,  W.P.S.
Inc. and PW Supermarkets, Inc.

                                       19
<PAGE>

     Expenses for the 2005 Period and the 2004 Period are summarized as follows:


<TABLE>
<CAPTION>
                                                                   Six Months Ended June 30,
                                                                    2005                2004           Change
                                                                    ----                ----           ------

<S>                                                        <C>                <C>                 <C>
 Total expenses                                            $     14,749,310   $       3,925,399   $   10,823,911
                                                           ================   =================   ==============

 Depreciation                                              $      9,393,653   $       2,353,982   $    7,039,671
 Amortization of prepaid service fees                      $      1,868,271   $         510,260   $    1,358,011
 Interest                                                  $      1,884,960   $         197,873   $    1,687,087
 Management fees - Manager                                 $        763,084   $         267,694   $      495,390
 Administrative expense reimburesement - Manager           $        551,467   $         531,351   $       20,116
 General and administrative                                $        265,687   $          47,147   $      218,540
 Minority interest                                         $         22,188   $          17,092   $        5,096

</TABLE>

     Expenses for the 2005 Period increased by $10,823,911,  or 275.7%, over the
2004  Period.  The overall  increase in expenses is due  primarily  to increased
lease activity.  We had three leases and two consolidated  joint ventures in the
2004  Period and several  additional  leases in the 2005  Period.  The leases we
entered into since the 2004 Period had greater  equipment  cost,  which accounts
for the  increase  in  depreciation.  The  increase in  amortization  of prepaid
service fees is due to our  continued  admission of  additional  members and the
resulting  amortization  of these fees. The increase in interest  expense is due
solely to the  acquisition  of the ZIM  vessels.  The Manager  performs  certain
functions relating to the management of our equipment. Such services include the
collection  of lease  payments  from the  lessee  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.  As we increase our leased equipment portfolio management fees paid to
our Manager will increase. The increase in administrative expense reimbursements
is directly related to the additional time spent managing our affairs.

     Net Loss

     As a result of the foregoing  factors,  net loss in the 2005 Period and the
2004  Period  was  $2,781,666  and  $1,122,348,  respectively.  The net loss per
weighted  average  additional  member  shares was $20.05 and $28.33 for the 2005
Period and 2004 Period, respectively.

     Liquidity and Capital Resources

     Sources of Cash

     We believe  that with the cash we have  currently  available  and from cash
being  generated  from our  leases,  we have  sufficient  cash to  continue  our
operations into the foreseeable  future. We do not anticipate the need to borrow
from our line of credit.

     Our  main  source  of cash  flow  for the 2005  Period  was from  financing
activities,  principally  through the issuance of membership  interests totaling
approximately  $36,300,000,  net of sales and  offering  expenses.  For the 2005
Period, we sold 41,017.258 membership interests.

     Our primary  cash  outflows  for the 2005  Period were for prepaid  service
fees,  distributions  to members and for  acquisitions  of equipment  subject to
lease.  We paid  approximately  $2,670,000 in prepaid  service fees for the 2005
Period.   For  the  2005  Period,  we  paid  distributions  to  our  members  of
approximately  $5,635,000.  We paid approximately $2,167,000 for our investments
in equipment during the 2005 Period. We expect to continue  acquiring  equipment
subject to lease, and also make other types of related investments during 2005.

     We have amounts available to borrow, if necessary, under our line of credit
agreement with Comerica Bank.

                                       20
<PAGE>

     Financings and Borrowings

     We have  non-recourse debt at June 30, 2005. Our non-recourse debt consists
of notes  payable in which the lender has a security  interest in the  equipment
and an assignment of the rental  payments under the leases.  The lender is being
paid directly by the lessee. The outstanding balance of our non-recourse debt at
June 30, 2005 was $67,537,062.

     Certain  of our  affiliates,  specifically,  ICON Cash Flow  Partners  L.P.
Seven;  ICON  Income Fund Eight A L.P.;  ICON Income Fund Eight B L.P.  and ICON
Income Fund Nine,  LLC  (collectively,  the  "Initial  Funds"),  entered  into a
$17,500,000  line of credit  agreement with Comerica Bank as of May 30, 2002, as
amended. Under the terms of the line of credit agreement,  the Initial Funds may
borrow money from Comerica Bank with all  borrowings to be jointly and severally
collateralized  by (i)  cash,  and (ii) the  present  values  of  certain  rents
receivable  and equipment  owned by the Initial Funds.  Interest  accrues on all
outstanding  balances,  at an  interest  rate  equal to the  Comerica  Bank base
interest  rate plus 1% (which was 7.00% at June 30, 2005).  Effective  August 5,
2004,  the line of credit  agreement  was amended to add us as a  borrower.  The
Initial Funds and us are collectively referred to as the Borrowers.  The line of
credit agreement expires on December 30, 2005.

     The Initial  Funds  entered into a  Contribution  Agreement,  dated May 30,
2002,  as  subsequently  amended to include us,  pursuant to which the Borrowers
have agreed to certain restrictions on the amounts and terms of their respective
borrowings under the line of credit agreement in order to minimize the risk that
a Borrower  would be unable to repay its  allocable  portion of its  outstanding
line of credit obligations at any time. These restrictions  include borrowing in
excess of the lesser of (a) an amount each Borrower could  reasonably  expect to
repay in one year from its  projected  cash flow,  or (b) the greater of (i) the
borrowing base, as defined in the line of credit  agreement,  as applied to such
and  (ii) 50% of the net  worth of such  Borrower.  The  Contribution  Agreement
provides  that, in the event a Borrower  pays an amount under this  agreement in
excess of its allocable share of the total  obligations under the line of credit
agreement,  whether  by reason of an event or default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the line of credit agreement.
The Borrowers'  obligations to each other under the  Contribution  Agreement are
collateralized  by a  subordinate  lien  on the  assets  of  each  participating
Borrower.

     Effective March 8, 2005, the Borrowers  entered into a seventh amendment to
the line of credit  agreement with Comerica Bank.  This Agreement  releases ICON
Cash Flow  Partners  L.P.  Seven from all of its  obligations  under the line of
credit agreement dated as of May 30, 2002. As a result,  ICON Cash Flow Partners
L.P. Seven is no longer a party to the $17,500,000 line of credit.

     Aggregate  borrowings  by all  Funds  under  the line of  credit  agreement
amounted to $8,805,000 at June 30, 2005. We currently  have no borrowings  under
this line of credit.

     Distributions

     We pay monthly  distributions to our members beginning with the first month
after the additional members' admission through the termination of the operating
period,  which we anticipate will be during April 2010. For the 2005 Period,  we
paid  distributions  of  $5,578,088  to  additional  members  and $56,386 to the
Manager.

     Commitments

     At June 30, 2005, we are party to non-recourse loan agreements.  The lender
has security  interests in equipment  relating to the  non-recourse  debt and an
assignment  of the rental  payments  under the  leases.  If the  lessee  were to
default on the  non-recourse  debt the equipment would be returned to the lender
in extinguishment of the non-recourse debt.

                                       21
<PAGE>

     Risks and Uncertainties

     At June 30, 2005,  except as noted above in the Business  Overview  section
and listed below, there were no known trends or demands, commitments,  events or
uncertainties which are likely to have a material effect on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including, but not limited to, the following:

o    Some  states and  countries  require  relatively  burdensome  processes  to
     repossess  and sell  equipment  subject to a defaulted  debt.  In the event
     repossession  is required,  there is no  assurance  that we will be able to
     quickly repossess the asset and remarket it.

o    As a result of the computer  hardware  market's  cyclical  behavior and its
     focus on the consumer,  all hardware manufacturers are vulnerable to market
     down  turns.  Regardless  of  the  product  being  offered,  the  intrinsic
     boom-bust nature of the technology sector challenges  hardware companies to
     constantly try to improve and/or create innovative  hardware,  aggressively
     pushing the current equipment into obsolescence. There is no assurance that
     we will be able to locate a willing  buyer or lessee for our assets,  or if
     one is located,  that the buyer or lessee will pay a price for the asset at
     least equal to the appraised value.

o    Our results are exposed to foreign exchange rate fluctuations as the rental
     payments are converted from the local currency into United States currency.
     As  exchange  rates  vary,  revenue  and  other  operating  results,   when
     converted, may differ materially from expectations.  We are also subject to
     gains and losses on foreign currency  transactions,  which could vary based
     on  fluctuations in exchange rates and the timing of the  transactions  and
     their settlement.

o    We and our affiliates  are engaged  directly and indirectly in the business
     of acquiring equipment subject to lease. Our affiliates may have investment
     objectives  similar  to ours and may be in a position  to acquire  the same
     equipment  at the same  time as us. As a result,  we may  compete  with our
     affiliates  for leases and such leases may be allocated  to our  affiliates
     instead of us. Any decisions regarding conflicts in allocating leases among
     us and our affiliates will be made by an investment  committee  taking into
     consideration such things as whether:

     o    the required cash  investment  is greater than the cash  available for
          investment  and the  length of time  each  business  has been  seeking
          investments;

     o    the  amount of debt to be  incurred  or assumed  from the  prospective
          transaction   would  result  in  total   indebtedness  that  is  above
          acceptable levels for the business;

     o    the type or  geographic  location of the  equipment  would result in a
          concentration in the business that is above acceptable levels;

     o    the lease expiration date is beyond the date by which the existence of
          the businesses will end;

     o    the lessee's credit quality  satisfies the objectives of the business,
          including  whether the  addition of such lessee would result in credit
          concentration that is above acceptable levels for the business; and

     o    the amount and timing of any scheduled  rental income  facilitates the
          cash distribution objectives of the business.

o    The equipment leasing industry is highly competitive.  When seeking leasing
     transactions   for   acquisition,   we  compete  with  leasing   companies,
     manufacturers  that lease their products  directly,  equipment  brokers and
     dealers  and  financial   institutions,   including  commercial  banks  and
     insurance  companies.  Many competitors are larger than us and have greater
     financial resources than we do.

     Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy experiences  significant rates of inflation,  it could affect us
in a number of ways. We do not currently have or expect to have rent  escalation
clauses tied to inflation in our leases.  The anticipated  residual values to be
realized  upon the sale or re-lease of equipment  upon lease  terminations  (and
thus the overall  cash flow from our  leases)  may be expected to increase  with
inflation as the cost of similar new and used equipment increases.

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

                                       22
<PAGE>

Item 3. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes 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.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged or we enter into interest rate swaps.

     To hedge our interest  rate risk on our floating rate debt, we entered into
three  interest rate swap  contracts  that  effectively  convert the  underlying
floating  interest  rates to a fixed  interest  rate.  In  general,  these  swap
agreements  eliminate our interest rate risk associated  with variable  interest
rate  borrowings.  However,  we are exposed to and manage credit risk associated
with the counterparty to the swap agreement by dealing only with institutions we
consider financially sound.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management of ICON Capital Corp.,  our Manager,  including the
Chief Executive Officer and the Principal  Financial and Accounting  Officer, of
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  as of the end of the period  covered by this report  pursuant to the
Securities  Exchange  Act of 1934.  Based upon the  evaluation,  except as noted
below,  the Chief Executive  Officer and the Principal  Financial and Accounting
Officer concluded that our disclosure controls and procedures were effective.

     While evaluating our disclosure controls and procedures, we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  the  Manager  hired a new senior
vice  president  of  accounting  and the  Manager  is in the  process of seeking
additional accounting staff in order to better effectuate our internal controls.
We will continue to evaluate our disclosure controls and procedures to determine
their  effectiveness  and  adequacy  and will take the steps  necessary,  in our
opinion, to ensure the adequacy of our disclosure controls and procedures.

     In designing and  evaluating  our disclosure  controls and  procedures,  we
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 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.

     Our  Manager's  Chief  Executive   Officer  and  Principal   Financial  and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosures included in this report.

                                       23
<PAGE>

                           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 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         Not applicable.

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
second quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

31.1 Certification of Chairman and Chief Executive Officer.

31.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer.

32.1 Certification of Chairman and 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 Executive  Vice  President  and  Principal  Financial and
     Accounting Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       24
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

ICON Income Fund Ten, LLC (Registrant) By its Manager, ICON Capital Corp.



Date: August 12, 2005      /s/ Beaufort J.B. Clarke
                          --------------------------------
                          Beaufort J.B. Clarke
                          Chairman, Chief Executive Officer and Director

Date: August 12, 2005      /s/ Thomas W. Martin
                          --------------------------------
                          Thomas W. Martin
                          Executive Vice President and Director
                         (Principal Financial and Accounting Officer)

                                       25
<PAGE>
Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B. Clarke, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of ICON Income Fund Ten,
     LLC;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant, including its condensed consolidated subsidiaries, is made
          known to us by others within those entities,  particularly  during the
          period in which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors of the Manager (or
     persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2005

/s/ Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC

                                       26
<PAGE>
Exhibit 31.2

Principal Financial and Accounting Officer Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Thomas W. Martin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of ICON Income Fund Ten,
     LLC;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant, including its condensed consolidated subsidiaries, is made
          known to us by others within those entities,  particularly  during the
          period in which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors of the Manager (or
     persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 12, 2005

/s/ Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC

                                       27
<PAGE>
Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp.,  the Manager of ICON Income Fund Ten, LLC,  certify,  pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. ss.1350), that, to the best of
my knowledge:

(1)  the  Quarterly  Report on Form 10-Q for the period ended June 30, 2005 (the
     "Periodic Report") which this statement accompanies fully complies with the
     requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
     1934; and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Income Fund Ten, LLC.

Date: August 12, 2005

/s/ Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       28
<PAGE>
Exhibit 32.2

Principal Financial and Accounting Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON Capital Corp., the Manager of ICON Income Fund Ten,
LLC,  certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, (18
U.S.C. ss.1350), that, to the best of my knowledge:

(1)  the  Quarterly  Report on Form 10-Q for the period ended June 30, 2005 (the
     "Periodic Report") which this statement accompanies fully complies with the
     requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
     1934; and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Income Fund Ten, LLC.

Date: August 12, 2005

/s/ Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Income Fund Ten, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       29