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
            September 30, 2008


or


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





transition
      period from
              
              to





Commission_File_Number_
            000-50654





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





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





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





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





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





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


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





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





Number of
outstanding limited liability company shares of the registrant on October 31,
2008 is 148,231.













ICON Income Fund Ten, LLC
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      StatementsCondensed Consolidated Balance Sheets
            1Condensed Consolidated Statements of
      Operations
            2Condensed Consolidated Statements of Changes in Members’
      Equity
            3Condensed Consolidated Statements of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item 2. Manager’s Discussion and Analysis of Financial
      Condition and Results of Operations
            20Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            30Item 4T. Controls and Procedures
            31PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            32Item 1A. Risk Factors
            
            32Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            32Item 3. Defaults Upon Senior
Securities
            32Item 4. Submission of Matters to a Vote of Security
      Holders
            32Item 5. Other Information
            
            32Item 6. Exhibits
            
            33Signatures
            
            34








Table of Contents







PART I – FINANCIAL INFORMATION





Item 1.  Condensed Consolidated Financial
Statements





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Balance SheetsAssetsSeptember
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            19,239,880
            
            
            $
            4,448,826Current
      portion of net investment in finance leases
            
            
            1,988,685
            
            
            
            1,491,424Equipment
      held for sale or lease, net
            
            
            324,000
            
            
            
            57,688Restricted
      cash
            
            
            242,453
            
            
            
            600,802Interest
      rate swap contracts
            
            
            -
            
            
            
            39,703Other
      current assets
            
            
            148,972
            
            
            
            269,423Total
      current assets
            
            
            21,943,990
            
            
            
            6,907,866Non-current
      assetsNet
      investment in finance leases, less current portion
            
            
            10,170,847
            
            
            
            12,085,323Leased
      equipment at cost (less accumulated depreciation of$47,086,376
      and $58,125,917, respectively)
            
            
            47,326,573
            
            
            
            79,660,369Note
      receivable on financing facility, net
            
            
            -
            
            
            
            4,087,568Investments
      in joint ventures
            
            
            17,364,021
            
            
            
            18,691,374Investments
      in unguaranteed residual values
            
            
            769,372
            
            
            
            1,071,031Other
      non-current assets, net
            
            
            202,127
            
            
            
            405,217Total
      non-current assets
            
            
            75,832,940
            
            
            
            116,000,882Total
      Assets
            
            $
            97,776,930
            
            
            $
            122,908,748Liabilities
      and Members' EquityCurrent
      liabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            9,884,308
            
            
            $
            16,327,680Revolving
      line of credit, recourse
            
            
            -
            
            
            
            5,000,000Interest
      rate swap contracts
            
            
            32,461
            
            
            
            -Deferred
      revenue
            
            
            38,246
            
            
            
            32,985Due
      to Manager and affiliates
            
            
            257,985
            
            
            
            171,268Accrued
      expenses and other current liabilities
            
            
            197,502
            
            
            
            334,133Total
      current liabilities
            
            
            10,410,502
            
            
            
            21,866,066Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            -
            
            
            
            13,967,409Total
      Liabilities
            
            
            10,410,502
            
            
            
            35,833,475Minority
      Interest
            
            
            2,354,847
            
            
            
            2,970,200Commitments
      and contingencies (Note 12)Members'
      EquityManager
            
            
            (446,603
            )
            
            
            (482,044
            )Additional
      Members
            
            
            85,731,772
            
            
            
            82,346,128Accumulated
      other comprehensive (loss) income
            
            
            (273,588
            )
            
            
            2,240,989Total
      Members' Equity
            
            
            85,011,581
            
            
            
            84,105,073Total
      Liabilities and Members' Equity
            
            $
            97,776,930
            
            
            $
            122,908,748






See
accompanying notes to condensed consolidated financial
statements.


1
 Table of Contents





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Operations(unaudited)Three Months Ended September
      30,
            
            
            Nine Months Ended September
    30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue:Rental
      income
            
            $
            4,242,949
            
            
            $
            6,953,185
            
            
            $
            16,144,269
            
            
            $
            21,500,794Finance
      income
            
            
            553,841
            
            
            
            710,283
            
            
            
            1,866,734
            
            
            
            2,068,428Income
      from investments in joint ventures
            
            
            654,336
            
            
            
            390,020
            
            
            
            3,183,846
            
            
            
            766,811Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            34,615
            
            
            
            116,975
            
            
            
            6,816,132
            
            
            
            267,854Net
      (loss) gain on foreign currency transactions
            
            
            (19,012
            )
            
            
            386,591
            
            
            
            (27,901
            )
            
            
            714,819Interest
      and other income
            
            
            266,731
            
            
            
            182,881
            
            
            
            515,837
            
            
            
            337,029Total
      revenue
            
            
            5,733,460
            
            
            
            8,739,935
            
            
            
            28,498,917
            
            
            
            25,655,735Expenses:Management
      fees - Manager
            
            
            337,033
            
            
            
            500,527
            
            
            
            1,284,596
            
            
            
            1,552,791Administrative
      expense reimbursements - Manager
            
            
            342,806
            
            
            
            237,360
            
            
            
            1,051,241
            
            
            
            628,643General
      and administrative
            
            
            94,447
            
            
            
            166,676
            
            
            
            850,055
            
            
            
            807,660Interest
            
            
            204,296
            
            
            
            540,300
            
            
            
            944,442
            
            
            
            1,746,260Depreciation
      and amortization
            
            
            1,655,714
            
            
            
            5,238,070
            
            
            
            10,918,452
            
            
            
            17,109,878Total
      expenses
            
            
            2,634,296
            
            
            
            6,682,933
            
            
            
            15,048,786
            
            
            
            21,845,232Income
      before minority interest
            
            
            3,099,164
            
            
            
            2,057,002
            
            
            
            13,450,131
            
            
            
            3,810,503Minority
      interest
            
            
            (83,038
            )
            
            
            (78,171
            )
            
            
            (243,319
            )
            
            
            (235,197
            )Net
      income
            
            $
            3,016,126
            
            
            $
            1,978,831
            
            
            $
            13,206,812
            
            
            $
            3,575,306Net
      income allocable to:Additional
      Members
            
            $
            2,985,965
            
            
            $
            1,959,043
            
            
            $
            13,074,744
            
            
            $
            3,539,553Manager
            
            
            30,161
            
            
            
            19,788
            
            
            
            132,068
            
            
            
            35,753$
            3,016,126
            
            
            $
            1,978,831
            
            
            $
            13,206,812
            
            
            $
            3,575,306Weighted
      average number of additionalmember
      shares outstanding
            
            
            148,256
            
            
            
            148,550
            
            
            
            148,289
            
            
            
            148,624Net
      income per weighted averageadditional
      member share outstanding
            
            $
            20.14
            
            
            $
            13.19
            
            
            $
            88.17
            
            
            $
            23.82







See
accompanying notes to condensed consolidated financial
statements.


2
 Table of Contents







ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Changes in Members' EquityAccumulatedOther
            
            
            TotalAdditional
            
            
            Additional
            
            
            Managing
            
            
            Comprehensive
            
            
            Members'Member Shares
            
            
            Members
            
            
            Member
            
            
            Income (Loss)
            
            
            EquityBalance, December 31,
      2007
            
            
            148,379
            
            
            $
            82,346,128
            
            
            $
            (482,044
            )
            
            $
            2,240,989
            
            
            $
            84,105,073Net
      income
            
            
            
            
            
            
            7,403,953
            
            
            
            74,787
            
            
            
            
            
            
            
            7,478,740Change
      in valuation of interestrate
      swap contracts
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (462,780
            )
            
            
            (462,780
            )Currency
      translation adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (19,533
            )
            
            
            (19,533
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,996,427Additional
      member shares redeemed
            
            
            (100
            )
            
            
            (83,697
            )
            
            
            
            
            
            
            
            
            
            
            (83,697
            )Cash
      distributions to members
            
            
            -
            
            
            
            (3,190,158
            )
            
            
            (32,226
            )
            
            
            -
            
            
            
            (3,222,384
            )Period
      ended March 31, 2008 (unaudited)
            
            
            148,279
            
            
            $
            86,476,226
            
            
            $
            (439,483
            )
            
            $
            1,758,676
            
            
            $
            87,795,419Net
      income
            
            
            
            
            
            
            2,684,827
            
            
            
            27,119
            
            
            
            
            
            
            
            2,711,946Change
      in valuation of interestrate
      swap contracts
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            345,608
            
            
            
            345,608Currency
      translation adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,231,531
            )
            
            
            (1,231,531
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,826,023Additional
      member shares redeemed
            
            
            (18
            )
            
            
            (14,826
            )
            
            
            
            
            
            
            
            
            
            
            (14,826
            )Cash
      distributions to members
            
            
            -
            
            
            
            (3,188,022
            )
            
            
            (32,202
            )
            
            
            -
            
            
            
            (3,220,224
            )Period
      ended June 30, 2008 (unaudited)
            
            
            148,261
            
            
            $
            85,958,205
            
            
            $
            (444,566
            )
            
            $
            872,753
            
            
            $
            86,386,392Net
      income
            
            
            
            
            
            
            2,985,965
            
            
            
            30,161
            
            
            
            
            
            
            
            3,016,126Change
      in valuation of interestrate
      swap contracts
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            106,586
            
            
            
            106,586Currency
      translation adjustments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,252,927
            )
            
            
            (1,252,927
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,869,785Additional
      member shares redeemed
            
            
            (30
            )
            
            
            (24,778
            )
            
            
            
            
            
            
            
            
            
            
            (24,778
            )Cash
      distributions to members
            
            
            -
            
            
            
            (3,187,620
            )
            
            
            (32,198
            )
            
            
            -
            
            
            
            (3,219,818
            )Period
      ended September 30, 2008 (unaudited)
            
            
            148,231
            
            
            
            85,731,772
            
            
            $
            (446,603
            )
            
            $
            (273,588
            )
            
            $
            85,011,581







See
accompanying notes to condensed consolidated financial
statements.


3
 Table of Contents







ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(unaudited)Nine Months Ended September
    30,2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            13,206,812
            
            
            $
            3,575,306Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
            
            
            (9,521,447
            )
            
            
            (13,176,000
            )Finance
      income
            
            
            (1,866,734
            )
            
            
            (2,068,428
            )Income
      from investments in joint ventures
            
            
            (3,183,846
            )
            
            
            (766,811
            )Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            (6,816,132
            )
            
            
            (267,854
            )Depreciation
      and amortization
            
            
            10,918,452
            
            
            
            17,109,878Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            738,500
            
            
            
            1,620,133Interest
      expense from amortization of debt financing costs
            
            
            95,045
            
            
            
            117,666Minority
      interest
            
            
            243,319
            
            
            
            235,197Changes
      in operating assets and liabilities:Collection
      of finance leases
            
            
            2,046,262
            
            
            
            2,916,631Interest
      rate swap contracts
            
            
            -
            
            
            
            13,012Restricted
      cash
            
            
            22,297
            
            
            
            -Other
      assets, net
            
            
            (8,917
            )
            
            
            2,676,688Deferred
      revenue
            
            
            (12,366
            )
            
            
            (290,719
            )Due
      to Manager and affiliates, net
            
            
            86,717
            
            
            
            91,958Accrued
      expenses and other current liabilities
            
            
            (178,294
            )
            
            
            (146,083
            )Distributions
      to/from minority interest and joint ventures
            
            
            901,726
            
            
            
            483,933Net
      cash provided by operating activities
            
            
            6,671,394
            
            
            
            12,124,507Cash
      flows from investing activities:Proceeds
      from sales of equipment and unguaranteed residual values
            
            
            17,832,275
            
            
            
            1,272,665Purchase
      of equipment
            
            
            -
            
            
            
            (2,000,665
            )Investment
      in financing facility
            
            
            (164,822
            )
            
            
            (3,325,507
            )Repayment
      of financing facility
            
            
            4,367,055
            
            
            
            -Investments
      in joint ventures
            
            
            -
            
            
            
            (7,933,833
            )Distributions
      received from joint ventures, in excess of profits
            
            
            2,193,314
            
            
            
            11,033,375Net
      cash provided by (used in) investing activities
            
            
            24,227,822
            
            
            
            (953,965
            )Cash
      flows from financing activities:Repayment
      of revolving line of credit
            
            
            (5,000,000
            )
            
            
            -Repayments
      of non-recourse long-term debt
            
            
            (707,082
            )
            
            
            -Cash
      distributions to members
            
            
            (9,662,426
            )
            
            
            (9,684,125
            )Additional
      member shares redeemed
            
            
            (123,301
            )
            
            
            (235,341
            )Distributions
      to minority interest holders in joint ventures
            
            
            (615,353
            )
            
            
            (769,309
            )Net
      cash used in financing activities
            
            
            (16,108,162
            )
            
            
            (10,688,775
            )Net
      increase in cash and cash equivalents
            
            
            14,791,054
            
            
            
            481,767Cash
      and cash equivalents, beginning of the period
            
            
            4,448,826
            
            
            
            5,635,489Cash
      and cash equivalents, end of the period
            
            $
            19,239,880
            
            
            $
            6,117,256








See
accompanying notes to condensed consolidated financial
statements.


4
 Table of Contents







ICON
      Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(unaudited)Nine Months Ended September
    30,2008
            
            
            2007Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long-term debtdirectly
      to lenders by lessees
            
            $
            9,521,447
            
            
            $
            13,176,000Transfer
      of leased equipment at cost to equipment held forsale
      or lease, net
            
            $
            324,000
            
            
            $
            639,495Transfer
      from investments in unguaranteed residual values toleased
      equipment at cost
            
            $
            1,935
            
            
            $
            398,239Transfer
      of non-recourse long-term debt in connection with sale of
      subsidiary
            
            $
            10,906,321
            
            
            $
            -






See
accompanying notes to condensed consolidated financial statements.


5
 Table of Contents
 ICON Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(1)
            Basis
      of Presentation and Consolidation





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





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





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





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





(2)
            Organization





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





The
Manager of the LLC is a Delaware corporation.  The Manager manages and
controls the business affairs of the LLC, including, but not limited to, the
equipment leases and financing transactions that the LLC enters into pursuant to
the terms of the LLC’s operating agreement.  Additionally, the Manager
has a 1% interest in the profits, losses, cash distributions and liquidation
proceeds of the LLC.





6
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(2)
            Organization
      – continued





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





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





Use of
Estimates





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





Reclassifications





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







7
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(3)
            Summary
      of Significant Accounting Policies –
continued





Financial
Instruments





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and establishes a hierarchy that categorizes and
prioritizes the sources to be used to estimate fair value. SFAS No. 157 also
expands financial statement disclosures about fair value measurements.  On
February 12, 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 157-2
(“FSP 157-2”), which delayed the effective date of SFAS No. 157 for one year for
all non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually).  On February 14, 2008, the FASB issued FSP
No. 157-1, which amended SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.   SFAS No. 157 and
FSP 157-2 are effective for the LLC’s financial statements beginning January 1,
2008.  The LLC adopted the provisions of SFAS No. 157 beginning
January 1, 2008 for all financial assets and financial liabilities that are
recognized at fair value.





Additionally,
for all non-financial assets and non-financial liabilities that are recognized
at fair value in the financial statements on a nonrecurring basis, the LLC has
adopted the provisions of FSP 157-2 and delayed the effective date of SFAS No.
157 until January 1, 2009.  The Manager believes that the impact of
partially adopting SFAS No. 157 effective January 1, 2008 is not material to the
condensed consolidated financial statements.





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





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


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


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





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





8
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(3)
            Summary
      of Significant Accounting Policies –
continued





The
following table summarizes the valuation of the LLC’s material financial assets
and liabilities measured at fair value on a recurring basis as of September 30,
2008:





Level
      1 (1)
            
            
            Level
      2 (2)
            
            
            Level
      3 (3)
            
            
            TotalAssets:Warrants
            
            $
            -
            
            
            $
            80,931
            
            
            $
            -
            
            
            $
            80,931Liabilities:Derivative
      Liabilities
            
            $
            -
            
            
            $
            32,461
            
            
            $
            -
            
            
            $
            32,461(1)
      quoted prices in active markets for identical assets or
      liabilities(2)
      observable inputs other than quoted prices in active markets for identical
      assets and liabilities(3)
      no observable pricing inputs in the market





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





Recent
Accounting Pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities — including an Amendment of SFAS No.
115” (“SFAS No. 159”), which permits but does not require the LLC to measure
financial instruments and certain other items at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings.  The LLC has not
elected to fair value any of its financial instruments under the provisions of
SFAS No. 159.





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





9
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(3)
            Summary
      of Significant Accounting Policies –
continued





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





(4)
            Net
      Investment in Finance Leases





Net
investment in finance leases consisted of the following at September 30, 2008
and December 31, 2007:





September
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            15,779,299
            
            
            $
            19,718,864Estimated
      residual values
            
            
            2,004,450
            
            
            
            2,202,744Initial
      direct costs, net
            
            
            99,674
            
            
            
            140,650Unearned
      income
            
            
            (5,723,891
            )
            
            
            (8,485,511
            )Net
      investment in finance leases
            
            
            12,159,532
            
            
            
            13,576,747Less:
      Current portion of net investment in finance leases
            
            
            1,988,685
            
            
            
            1,491,424Net
      investment in finance leases, less current portion
            
            $
            10,170,847
            
            
            $
            12,085,323




During July 2004, the LLC purchased
refrigeration equipment that was on lease to PW Supermarkets, Inc. (“PW
Supermarkets”).  The equipment was subject to a 36 month lease, which
was set to expire in July 2007.  During July 2007, PW Supermarkets
extended the lease for an additional 12 months.  On July 31, 2008,
concurrent with the expiration of the lease extension, PW Supermarkets
was transferred title to the refrigeration equipment.




10
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(5)
            Leased
      Equipment at Cost





Leased
equipment at cost consisted of the following at September 30, 2008 and December
31, 2007:





September
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Marine
      vessels
            
            $
            70,987,238
            
            
            $
            106,435,208Telecommunications
      equipment
            
            
            13,884,669
            
            
            
            13,884,669Manufacturing
      equipment
            
            
            8,278,522
            
            
            
            8,278,522Digital
      mini-labs
            
            
            1,192,900
            
            
            
            8,863,740Information
      technology equipment
            
            
            69,620
            
            
            
            324,14794,412,949
            
            
            
            137,786,286Less:
      Accumulated depreciation
            
            
            (47,086,376
            )
            
            
            (58,125,917
            )$
            47,326,573
            
            
            $
            79,660,369





Depreciation
expense was $1,643,537 and $5,182,176 for the three months ended September 30,
2008 and 2007, respectively.  Depreciation expense was $10,875,424 and
$16,242,758 for the nine months ended September 30, 2008 and 2007,
respectively.





Marine
Vessels





On June
24, 2004, the LLC, through two wholly-owned subsidiaries, ICON Containership I,
LLC (“ICON Containership I”) and ICON Containership II, LLC (“ICON Containership
II”), acquired a 100% interest in two container vessels, the 1990 ZIM Canada
(“ZIM Canada”) and the 1991 ZIM Korea (“ZIM Korea”), from ZIM Israel Navigation
Co. Ltd. (“ZIM”). The LLC simultaneously entered into bareboat charters with ZIM
for ZIM Korea and ZIM Canada. The charters are for a five year period ending in
June 2009 with a charterer option for two one-year extension periods. The
purchase price of ZIM Canada and ZIM Korea was approximately $70,700,000 in the
aggregate, comprised of (i) approximately $18,400,000 in cash and (ii)
approximately $52,300,000 of non-recourse long-term debt. In addition, the LLC
paid approximately $810,000 in transaction-related costs. The non-recourse
long-term debt had a term of 60 months and bore interest at the London Interbank
Offered Rate (“LIBOR”) plus 1.50% per year under the terms of the loan
agreement.  In connection with the closing of this transaction, the
LLC entered into an interest rate swap contract with Fortis Bank NV/SA, New York
Branch (“Fortis”) in which the variable interest rate was swapped for a fixed
interest rate of 3.87% plus 1.50% per year. The lender has a security interest
in ZIM Canada and ZIM Korea and an assignment of the charter hire.





On July
1, 2008, the LLC, through ICON Containership I and ICON Containership II,
extended the bareboat charters for ZIM Canada and ZIM Korea. The bareboat
charters for ZIM Canada and ZIM Korea, originally set to expire in June 2009,
will now expire on June 30, 2014.




11
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)


(5)
              Leased
      Equipment at Cost - continued


On
January 13, 2005, the LLC, through a wholly-owned subsidiary, ICON Containership
III, LLC (“ICON Containership III”), acquired a 100% interest in a container
vessel, the 1991 ZIM Italia (“ZIM Italia”), from ZIM and simultaneously entered
into a bareboat charter with ZIM for ZIM Italia. The charter was for a period of
60 months ending in December 2009 with a charterer option for two 12 month
extension periods. The purchase price for ZIM Italia was approximately
$35,350,000, comprised of (i) approximately $9,200,000 in cash and (ii)
approximately $26,150,000 of non-recourse long-term debt. In addition, the LLC
paid approximately $360,000 in transaction-related costs. The non-recourse
long-term debt had a term of 60 months and bore interest at LIBOR plus 1.50% per
year under the terms of the loan agreement. In connection with the closing of
this transaction, the LLC entered into an interest rate swap contract with
Fortis in which the variable interest rate was swapped for a fixed interest rate
of 3.85% plus 1.50% per year. The lender had a security interest in ZIM Italia
and an assignment of the charter hire.





On March
31, 2008, the LLC sold its subsidiary, ICON Containership III, to an unrelated
third party (the “Purchaser”) for net proceeds of approximately $16,930,000,
which was comprised of (i) a cash payment of approximately $27,500,000, (ii)
cash value of restricted cash held by the lender of approximately $336,000,
offset by (iii) the transfer of approximately $10,906,000 of non-recourse
long-term debt secured by an interest in ZIM Italia.  The LLC’s
obligations under the loan agreement were satisfied with the transfer of the
non-recourse long-term debt. The LLC recognized a gain on the sale of
approximately $6,741,000.





Manufacturing
Equipment





On
September 28, 2007, the LLC completed the acquisition of and simultaneously
leased back substantially all of the machining and metal working equipment of MW
Texas Die Casting, Inc. (“Texas Die”), a wholly-owned subsidiary of MW
Universal, Inc. (“MWU”), for a purchase price of $2,000,000.  The base
lease term commenced on October 1, 2007 and continues for a period of 60
months.





On
December 10, 2007, the LLC completed the acquisition of and simultaneously
leased back substantially all of the machining and metal working equipment of MW
Monroe, Inc. (“Monroe”), a wholly-owned subsidiary of MWU, for a purchase price
of $2,000,000.  The base lease term commenced on January 1, 2008 and
continues for a period of 60 months.





Simultaneously
with the closing of the transaction with Texas Die and Monroe, ICON Leasing Fund
Eleven, LLC (“Fund Eleven”) and ICON Leasing Fund Twelve, LLC (“Fund Twelve”),
entities also managed by the Manager (together, with the LLC, the “Participating
Funds”), completed similar acquisitions with seven other subsidiaries of MWU
pursuant to which the respective funds purchased substantially all of the
machining and metal working equipment of each subsidiary.  Each
subsidiary’s obligations under its respective leases (including those of Texas
Die and Monroe) are cross-collateralized, cross-defaulted, and all subsidiaries’
obligations are guaranteed by MWU.  Each of the Participating Funds
has also entered into a credit support agreement pursuant to which losses
incurred by a Participating Fund with respect to any MWU subsidiary are shared
among the Participating Funds in proportion to their respective capital
investment.





12
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(5)
            Leased
      Equipment at Cost - continued





On
September 5, 2008, the Participating Funds and IEMC Corp., a subsidiary of the
Manager, entered into a Forbearance Agreement with MWU, Texas Die, Monroe and
seven other subsidiaries of MWU to cure certain non-payment related defaults
under its lease covenants with the LLC.  The terms of the Forbearance
Agreement include, among other things, additional collateral being pledged and
the grant of a warrant for the purchase of 180 shares of capital stock of MWU at
an exercise price of $0.01 per share, exercisable for a period of five years
beginning September 5, 2008.  As of September 30, 2008, the LLC’s
current proportionate share is 7.4%.





Digital
Mini-Labs





During
December 2004, the LLC acquired 101 Noritsu QSS 3011 digital mini-labs subject
to leases with Rite Aid Corporation (“Rite Aid”).  The leases expired
at various times from November 2007 to September
2008.  During August and September 2008, Rite Aid returned
88 digital mini-labs it previously had on lease.  Of this equipment,
the LLC sold 48 digital mini-labs for $453,000 and recognized a gain on sale of
equipment of $21,000.  The LLC reclassified the net book value of the
remaining equipment returned by Rite Aid of $324,000 to equipment held for sale
or lease, net.  As of September 30, 2008, Rite Aid continues to lease
13 digital mini-labs on a month-to-month basis.





Aggregate
annual minimum future rentals receivable from each of the LLC’s non-cancelable
operating leases over the next five years consisted of the following at
September 30, 2008:





Years
      Ending December 31,For
      October 1 to December 31, 2008
            
            $
            3,757,1062009
            
            $
            14,505,2242010
            
            $
            13,062,6862011
            
            $
            9,751,1302012
            
            $
            9,691,566Thereafter
            
            $
            13,033,020




(6)
              Note
      Receivable on Financing Facility,
net


On August
13, 2007, the LLC, along with a consortium of other lenders, entered into an
equipment financing facility with Solyndra, Inc. (“Solyndra”), a privately-held
manufacturer of solar panels, for the building of a new production
facility.  The financing facility was to mature on June 30, 2013 and
was secured by the equipment as well as all other assets of
Solyndra.  The LLC was to receive principal payments starting in
October 2008.  In the interim period, interest was paid on a quarterly
basis using a range of rates from 6.20% to 6.74%.  In connection with
the transaction, the LLC received warrants for the purchase of up to 40,290
shares of Solyndra common stock at an exercise price of $4.96 per
share.  The fair value of these warrants was approximately $115,000 on
the transaction date and was reflected as a discount on the face amount of the
note receivable.





13
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(6)
            Note
      Receivable on Financing Facility, net -
  continued





At
September 30, 2008, the Manager determined, based on the Black-Scholes option
pricing model, that the aggregate fair value of the warrants was
$80,931.  The assumptions used for the Black-Scholes option pricing
model were as follows: Strike price $4.96, share price $2.01, expiration date of
April 6, 2014, a volatility of 300%, and the risk free interest rate of
2.16%.  The volatility percentage was determined by taking a sampling
of six similar businesses from their initial public offering date to present and
placing a percentage based on the performance of the share price of this
sampling.





The
financing facility was for a maximum amount of $93,500,000, of which the LLC
committed to invest up to $5,000,000. At June 30, 2008, the LLC had loaned
approximately $4,367,000.




On July
27, 2008, Solyndra fully repaid the outstanding note receivable and the entire
financing facility was terminated.  The LLC received approximately
$4,437,000 from the repayment, which consisted of principal and interest
receivable as of such date.  As a result of the repayment, the LLC
recognized a net gain of $112,636.  The repayment does not affect the
warrants held by the LLC and the LLC retains its rights thereunder.


(7)
              Investments
      in Joint Ventures


ICON
AeroTV, LLC





On
December 22, 2005, the LLC, along with Fund Eleven, formed ICON AeroTV, LLC
(“ICON AeroTV”) and each contributed approximately $2,776,000 for a 50%
interest.  ICON AeroTV’s sole purpose was to own equipment leased to
AeroTV Ltd (“AeroTV”).  In February 2007, AeroTV’s customer, the
largest scheduled bus line in Europe, terminated its service agreement with
AeroTV.   Shortly thereafter, AeroTV notified the Manager of its
inability to pay certain rent owed to ICON AeroTV and subsequently filed for
insolvency protection in the United Kingdom.  In February 2007, ICON
AeroTV sent a notice to AeroTV terminating the Master Lease
Agreement.  Shortly thereafter, certain facts came to light that gave
the Manager serious concerns regarding the propriety of AeroTV's actions during
and after the execution of the lease with AeroTV. On April 18, 2007, ICON AeroTV
filed a lawsuit in the United Kingdom’s High Court of Justice, Queen’s Bench
Division against AeroTV and one of its directors for fraud.  ICON
AeroTV obtained a default judgment against the AeroTV director, which was
subsequently set aside.  On April 17, 2008, the judgment was reinstated. At
this time, it is not possible to determine ICON AeroTV’s ability to collect the
judgment.





ICON EAM,
LLC





The LLC
had a 50% interest in ICON EAM, LLC (“ICON EAM”), a joint venture with Fund
Eleven, whose sole purpose was to lease gas meters and accompanying data
gathering equipment to EAM Assets Ltd. (“EAM”).  All amounts funded by
ICON EAM in anticipation of purchasing the industrial gas meters and
accompanying data gathering equipment were deposited into an interest-bearing
escrow account controlled by ICON EAM's legal counsel.  In May 2007,
ICON EAM’s initial investment and all accrued interest of approximately
$13,695,000 were returned to the LLC and Fund Eleven, of which the LLC’s share
was approximately $6,848,000.





14
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(7)
            Investments
      in Joint Ventures - continued





ICON
Mayon, LLC





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





ICON
Global Crossing V, LLC





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





(8)
            Investments
      in Unguaranteed Residual Values





Summit
Asset Management, Limited





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





For the
nine months ended September 30, 2007, the LLC remarketed  certain of its
investments in unguaranteed residual  values with a cost basis of
approximately $881,000.  Of this amount, the LLC realized proceeds of
approximately $684,000 on sales of its interest in unguaranteed residual values
with a cost basis of approximately $483,000, resulting in a gain on sale of
equipment and unguaranteed residual values of approximately $201,000, and
transferred other investments in unguaranteed residual values, with a cost basis
of approximately $398,000, to equipment at cost, respectively.  The
lease terms expire at various dates through August 2009.





During
the nine months ended September 30, 2007, the LLC sold certain of its
investments in unguaranteed residual values that were previously transferred to
equipment at cost for approximately $92,000 with a net book value of
approximately $32,000, resulting in a gain on the sale of equipment and
unguaranteed residual values of approximately $60,000.





15
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(8)
            Investments
      in Unguaranteed Residual Values -
continued





Key
Finance Group, Limited





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





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





(9)
            Non-Recourse
      Long-Term Debt





On June
24, 2004, ICON Containership I and ICON Containership II borrowed $52,300,000 in
connection with the acquisition of ZIM Canada and ZIM Korea.  The
non-recourse long-term debt matures on June 24, 2009 and accrues interest at
LIBOR plus 1.50% per year.  The non-recourse long-term debt requires
monthly payments ranging from $372,000 to $483,000.  The lender has a
security interest in ZIM Canada and ZIM Korea and an assignment of the charter
hire with ZIM.  The LLC paid and capitalized approximately $523,000 in
debt financing costs.  At September 30, 2008 and December 31, 2007,
the outstanding balance of the non-recourse long-term debt obligations was
$9,884,308 and $18,086,684, respectively.





Simultaneously
with the execution of the non-recourse long-term debt agreements mentioned
above, the LLC entered into two interest rate swap contracts with Fortis in
order to hedge the variable interest rate on the non-recourse long-term debt and
minimize the LLC’s risk of interest rate fluctuation. The interest rate swap
contracts, which were deemed effective as of June 24, 2004, fixed the interest
rate at 5.37%.  As of September 30, 2008, the LLC recorded, in
accumulated other comprehensive income, a cumulative increase in the fair value
of the interest rate swaps of $20,406.





On
January 13, 2005, ICON Containership III borrowed $26,150,000 in connection with
the acquisition of ZIM Italia. The non-recourse long-term debt was set to mature
on January 13, 2010 and accrued interest at LIBOR plus 1.50% per
year.  The non-recourse long-term debt required monthly payments
ranging from $372,000 to $483,000.  The lender had a security interest
in ZIM Italia and an assignment of the charter hire with ZIM.  The LLC
paid and capitalized approximately $261,500 in debt financing
costs.  As part of the sale of ICON Containership III, discussed in
Note 5, the LLC transferred the outstanding balance of the note payable at March
31, 2008 to the Purchaser.


16
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(9)
            Non-Recourse
      Long-Term Debt - continued





Simultaneously
with the execution of the non-recourse long-term debt agreement mentioned above,
the LLC entered into an interest rate swap contract with Fortis in order to
hedge the variable interest rate on the non-recourse long-term debt and minimize
the LLC’s risk of interest rate fluctuation.  The interest rate swap
contract, which was deemed effective as of January 13, 2005, fixed the interest
rate at 5.35%.  As part of the sale of ICON Containership III,
discussed in Note 5, the LLC transferred the interest rate swap contract to the
Purchaser.





The
aggregate maturities of non-recourse long-term debt were as follows at September
30, 2008:





Years
      Ending December 31,For
      October 1 to December 31, 2008
            
            $
            2,808,0562009
            
            
            7,076,252$
            9,884,308





(10)
            Revolving
      Line of Credit, Recourse





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





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at London Interbank Eurocurrency Market Rateplus 2.5%. The interest
rate at September 30, 2008 was 5.0%.





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





The
Borrowers were in compliance with the covenants under the Loan Agreement at
September 30, 2008.




17
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(10)
            Revolving
      Line of Credit, Recourse -
continued





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at
September 30, 2008, all of which was borrowed by Fund Eight
B.  Subsequent to September 30, 2008, Fund Eight B repaid $70,000,
which reduced the outstanding loan balance to $1,185,000.





(11)
            Transactions
      with Related Parties





The
Manager performs certain services relating to the management of the LLC’s
equipment leasing and financing activities.  Such services include, but are
not limited to, the collection of lease payments from the lessees of the
equipment, re-leasing services in connection with equipment which is off-lease,
inspections of the equipment, liaising with and general supervision of lessees
to assure that the equipment is being properly operated and maintained,
monitoring performance by the lessees of their obligations under the leases and
the payment of operating expenses.





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





The
Manager also has a 1% interest in the LLC’s profits, losses, cash distributions
and liquidation proceeds.  The LLC paid distributions to the Manager
of $96,626 for the nine months ended September 30, 2008.  The
Manager’s interest in the LLC’s net income for the three months ended September
30, 2008 and 2007 was $30,161 and $19,788, respectively.  The
Manager’s interest in the LLC’s net income for the nine months ended September
30, 2008 and 2007 was $132,068 and $35,753, respectively.





Fees and
other expenses paid or accrued by the LLC to the Manager for the three and nine
months ended September 30, 2008 and 2007 were as follows:





Three
      Months Ended
            
            
            Nine
      Months EndedSeptember 30,
            
            
            September 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Management
      fees (a)
            
            $
            337,033
            
            
            $
            500,527
            
            
            $
            1,284,596
            
            
            $
            1,552,791Administrative
      expense reimbursements (a)
            
            
            342,806
            
            
            
            237,360
            
            
            
            1,051,241
            
            
            
            628,643Total
      fees paid or accrued to the Manager or its affiliates
            
            $
            679,839
            
            
            $
            737,887
            
            
            $
            2,335,837
            
            
            $
            2,181,434(a)  Charged
      directly to operations.








At
September 30, 2008, the LLC had a payable of $257,985 due to its Manager and
affiliates. The payable was comprised of $242,807 due to the Manager relating to
administrative expense reimbursements and $15,178 owed to an affiliate relating
to sales proceeds.




18
 Table of Contents
 ICON
Income Fund Ten, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(12)
              Commitments
      and Contingencies and Off Balance Sheet
Risk





On
September 28, 2007 and December 10, 2007, the LLC completed its simultaneous
acquisitions and leasing back of substantially all of the machining and metal
working equipment of MW Texas Die Casting, Inc. (“Texas Die”) and MW Monroe,
Inc. (“Monroe”), both wholly-owned subsidiaries of MW Universal,
Inc. (“MWU”).  Simultaneously with the closing of the
transactions with Texas Die and Monroe, Fund Eleven and Fund Twelve (together,
with the LLC, the “Participating Funds”) completed similar acquisitions with
seven other subsidiaries of MWU pursuant to which the respective funds
purchased substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective leases
(including those of Texas Die and Monroe) are cross-collateralized and
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds has also entered into a credit
support agreement, pursuant to which losses incurred by a Participating Fund
with respect to any MWU subsidiary are shared among the Participating Funds in
proportion to their respective capital investment.  The term of each
credit support agreement matches that of the lease agreements.  No
amounts were accrued at September 30, 2008 and the Manager cannot reasonably
estimate at this time the maximum potential amounts that may become payable
under the credit support agreement, if any.





(13)
            Concentrations





For the
three and nine months ended September 30, 2008, the LLC had four lessees
that accounted for approximately 77.3% and 79.0 % of total rental and finance
income, respectively.





For the
three and nine months ended September 30, 2007, the LLC had four lessees that
accounted for approximately 70.1% and 68.4% of total rental and finance
income, respectively.






19
 Table of Contents







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





The
following is a discussion of our results of operations and current financial
position. This discussion should be read together with our unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2007.  This discussion should also be read in conjunction
with the disclosure below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A herein.





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





Forward-Looking
Statements





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





Overview





We
operate as an equipment leasing program formed on January 2,
2003.  We began active operations on August 22, 2003.  We
primarily engage in the business of purchasing equipment and leasing it to
third-party end users, equipment financing, acquiring equipment subject to lease
and, to a lesser degree, acquiring ownership rights to 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.  For our other equipment leases, we finance
the majority of the purchase price through borrowings from third
parties.  We refer to these leases as “growth” leases. These
growth leases generate little or no current cash flow because substantially
all of the rental payments received from the lessee are used to service the
indebtedness associated with acquiring or financing the
lease.  For these leases, we anticipate that the future value of the
leased equipment will exceed the cash portion of the purchase
price.





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







20
 Table of Contents







At
September 30, 2008, our portfolio, which we hold either directly or through
joint venture investments with affiliates, consisted primarily of the following
equipment subject to lease:





Marine
Vessels





·
            We
      own two container vessels, the 1990 ZIM Canada (“ZIM Canada”) and the 1991
      ZIM Korea (“ZIM Korea”), on bareboat charter to ZIM Israel Navigation
      Co. Ltd. ("ZIM").  The ZIM Canada and the ZIM Korea have bareboat
      charters that originally expired during June 2009.  On July 1,
      2008, we extended the bareboat charters (the “Extensions”) for ZIM Canada
      and ZIM Korea until June 30, 2014.





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





Telecommunications
Equipment





·
            We
      have a 30.62% interest in ICON Global Crossing, LLC, which purchased
      telecommunications equipment from various vendors, which was then leased
      to Global Crossing Telecommunications, Inc. (“Global
      Crossing”).  The lease expires on March 31,
  2010.





·
            We
      have a 72.34% interest in ICON Global Crossing II, LLC, which purchased
      telecommunications equipment from various vendors, which was then leased
      to Global Crossing and Global Crossing North American Networks, Inc.
      (collectively, “Global Crossing Group”).  The lease expires on
      October 31, 2010.





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





Manufacturing
Equipment





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





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





Digital
Mini-Labs





·
            We
      own 13 Noritsu QSS-3011 digital mini-labs on lease to the Rite Aid
      Corporation (“Rite Aid”).  The leases, which expired at various
      times from November 2007 to September 2008, continue on a month-to-month
      basis.





Information
Technology Equipment





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







21
 Table of Contents






Other
Equipment





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





Financing
Facility





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





Lease
and Other Significant Transactions





·
            On
      December 22, 2005, we along with ICON Leasing Fund Eleven, LLC (“Fund
      Eleven”) formed ICON AeroTV, LLC (“ICON AeroTV”) and each contributed
      approximately $2,776,000 for a 50% interest.  ICON AeroTV’s sole
      purpose was to own equipment leased to AeroTV Ltd (“AeroTV”).  On
      February 13, 2007, AeroTV’s customer, the largest scheduled bus line in
      Europe, terminated its service agreement with AeroTV. Shortly thereafter,
      AeroTV notified our Manager of its inability to pay certain rent owed to
      ICON AeroTV and subsequently filed for insolvency protection in the United
      Kingdom.  In February 2007, ICON AeroTV sent a notice to AeroTV
      terminating the master lease agreement. Shortly thereafter, certain
      facts came to light that gave our Manager serious concerns regarding
      the propriety of AeroTV's actions during and after the execution of the
      lease with AeroTV.  On April 18, 2007, ICON AeroTV filed a
      lawsuit in the United Kingdom’s High Court of Justice, Queen’s Bench
      Division against AeroTV and one of its directors for fraud. ICON AeroTV
      obtained a default judgment against the AeroTV director, which was
      subsequently set aside.  On April 17, 2008, the judgment was
      reinstated. At this time, it is not possible to determine ICON AeroTV’s
      ability to collect the judgment.





·
            On
      March 31, 2008, we sold our subsidiary, ICON Containership III, LLC
      (“ICON Containership III”), to an unrelated third party for net proceeds
      of approximately $16,930,000, which was comprised of (i) a cash payment of
      approximately $27,500,000, (ii) cash value of restricted cash held by the
      lender of approximately $336,000, offset by (iii) the transfer of
      approximately $10,906,000 of non-recourse long-term debt secured by an
      interest in ZIM Italia.  The obligations under the loan
      agreement were satisfied with the transfer of the non-recourse long-term
      debt.  We realized a gain on the sale of approximately
      $6,741,000.





·
            On
      July 27, 2008, Solyndra fully repaid the outstanding note receivable and
      the entire financing facility was terminated.  We received
      approximately $4,437,000 from the repayment, which consisted of principal
      and interest receivable as of such date. As a result of the repayment, we
      recognized a net gain of $112,636.  The repayment does not
      affect the warrants held by us and we retained our rights
      thereunder.





·
            During
      July 2004, we purchased refrigeration equipment that was on lease to PW
      Supermarkets, Inc. (“PW Supermarkets”).  The equipment was
      subject to a 36 month lease, which was set to expire in July
      2007.  During July 2007, PW Supermarkets extended the lease for
      an additional 12 months.  On July 31, 2008, concurrent with the
      expiration of the lease extension, PW Supermarkets was transferred
      title to the refrigeration
equipment.






22
 Table of Contents






·
            During
      August and September 2008, Rite Aid returned 88 digital mini-labs
      it previously had on lease. Of this equipment, we sold 48
      digital mini-labs for $453,000 and recognized a gain on sale of equipment
      of $21,000.  We also reclassified the net book value of the
      remaining equipment returned by Rite Aid of $324,000 to equipment held for
      sale or lease, net.





·
            On
      September 5, 2008, we, along with Fund Eleven and ICON Leasing Fund
      Twelve, LLC (“Fund Twelve”), entities also manager by our Manager
      (collectively, the “Participating Funds”), and IEMC Corp., a subsidiary of
      our Manager, entered into a Forbearance Agreement with MWU, Texas Die,
      Monroe and seven other subsidiaries of MWU to cure certain non-payment
      related defaults under its lease covenants with us.  The terms
      of the Forbearance Agreement include, among other things, additional
      collateral being pledged and the grant of a warrant for the purchase of
      180 shares of the capital stock of MWU at an exercise price of $0.01 per
      share, exercisable for a period of five years beginning September 5,
      2008.  As of September 30, 2008, our current proportionate share
      is 7.4%.





Recent
Accounting Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities — including an Amendment
of SFAS No. 115” (“SFAS No. 159”), which permits but does not require us to
measure financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been elected are
reported in earnings, as we did not elect to fair value any of our financial
instruments under the provisions of SFAS No. 159.





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





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







23
 Table of Contents








Results
of Operations for the Three Months Ended September 30, 2008 (the “2008 Quarter”)
and 2007 (the “2007 Quarter”)





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





Three Months Ended September
      30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            4,242,949
            
            
            $
            6,953,185
            
            
            $
            (2,710,236
            )Finance
      income
            
            
            553,841
            
            
            
            710,283
            
            
            
            (156,442
            )Income
      from investments in joint ventures
            
            
            654,336
            
            
            
            390,020
            
            
            
            264,316Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            34,615
            
            
            
            116,975
            
            
            
            (82,360
            )Net
      (loss) gain on foreign currency transactions
            
            
            (19,012
            )
            
            
            386,591
            
            
            
            (405,603
            )Interest
      and other income
            
            
            266,731
            
            
            
            182,881
            
            
            
            83,850Total
      revenue
            
            $
            5,733,460
            
            
            $
            8,739,935
            
            
            $
            (3,006,475
            )





Total
revenue for the 2008 Quarter decreased $3,006,475, or 34.4%, as compared to the
2007 Quarter.  The decrease in total revenue was primarily
attributable to a decrease in rental income and a reduction in the net gain on
foreign currency transactions.  The decrease in rental income was
primarily due to (i) the sale of ICON Containership III on March 31, 2008, (ii)
the Extensions entered into for ZIM Canada and ZIM Korea on July 1, 2008, (iii)
the sale of the equipment previously on lease to CompUSA, Inc. (“CompUSA”) in
December 2007, and (iv) the sale of equipment previously on lease to Rite Aid
during the 2008 Quarter.  The net gain on foreign currency
transactions reported in the 2007 Quarter related to a change in foreign
currency rates of approximately 2% on a cash balance that was transferred from
our pound sterling account in the United Kingdom to our dollar bank account in
the United States.  We reported a net loss on foreign currency
transactions in the 2008 Quarter due to the change in foreign currency rates
related to our existing pound sterling accounts.





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





Three Months Ended September
      30,2008
            
            
            2007
            
            
            ChangeManagement
      fees - Manager
            
            $
            337,033
            
            
            $
            500,527
            
            
            $
            (163,494
            )Administrative
      expense reimbursements - Manager
            
            
            342,806
            
            
            
            237,360
            
            
            
            105,446General
      and administrative
            
            
            94,447
            
            
            
            166,676
            
            
            
            (72,229
            )Interest
            
            
            204,296
            
            
            
            540,300
            
            
            
            (336,004
            )Depreciation
      and amortization
            
            
            1,655,714
            
            
            
            5,238,070
            
            
            
            (3,582,356
            )Total
      expenses
            
            $
            2,634,296
            
            
            $
            6,682,933
            
            
            $
            (4,048,637
            )





Total
expenses for the 2008 Quarter decreased $4,048,637, or 60.6%, as compared to the
2007 Quarter.  The decrease in total expenses was primarily due to a
decrease in depreciation and amortization expense.  The decrease in
depreciation and amortization expense was largely attributable to (i) the sale
of ICON Containership III on March 31, 2008, (ii) the Extensions entered into
for ZIM Canada and ZIM Korea on July 1, 2008, and (iii) the sale and return of
assets previously on lease to Rite Aid.  The sale of ICON
Containership III and the leases with Rite Aid contributed approximately
$1,161,000 and $438,000, respectively, of the decrease in depreciation and
amortization expense.  The Extensions resulted in a decrease in
depreciation expense of approximately $1,700,000 as monthly depreciation expense
decreased from approximately $380,000 to approximately $96,000 per
vessel.







24
 Table of Contents





Net
Income





As a
result of the foregoing factors, net income for the 2008 Quarter and the 2007
Quarter was $3,016,126 and $1,978,831, respectively.  The net income
per weighted average additional member share outstanding for the 2008 Quarter
and the 2007 Quarter was $20.14 and $13.19, respectively.





Results
of Operations for the Nine Months Ended September 30, 2008 (the “2008 Period”)
and 2007 (the “2007 Period”)





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





Nine Months Ended September
    30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            16,144,269
            
            
            $
            21,500,794
            
            
            $
            (5,356,525
            )Finance
      income
            
            
            1,866,734
            
            
            
            2,068,428
            
            
            
            (201,694
            )Income
      from investments in joint ventures
            
            
            3,183,846
            
            
            
            766,811
            
            
            
            2,417,035Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            6,816,132
            
            
            
            267,854
            
            
            
            6,548,278Net
      (loss) gain on foreign currency transactions
            
            
            (27,901
            )
            
            
            714,819
            
            
            
            (742,720
            )Interest
      and other income
            
            
            515,837
            
            
            
            337,029
            
            
            
            178,808Total
      revenue
            
            $
            28,498,917
            
            
            $
            25,655,735
            
            
            $
            2,843,182





Total
revenue for the 2008 Period increased $2,843,182, or 11.1%, as compared to the
2007 Period.  The increase in total revenue was due to a net gain on
sales of equipment and unguaranteed residual values and an increase in income
from investments in joint ventures, which was partly offset by a decrease in
rental income and a reduction in the net gain on foreign currency
transactions.  The increase in net gain on sales of equipment and
unguaranteed residual values was predominantly due to the sale of ICON
Containership III on March 31, 2008, which accounted for approximately
$6,741,000 of this increase.  Income from investments in joint
ventures increased primarily due to (i) our investments in ICON Mayon, acquired
in July 2007, and ICON Global Crossing V, acquired in December 2007, which
contributed approximately $1,144,000 to this increase and (ii) the recognition
of approximately $1,232,000 in foreign currency translation relating to our
investments in ICON AeroTV and ICON EAM, LLC (“ICON EAM”).  The
decrease in rental income resulted primarily from (i) the sales of ICON
Containership III, the equipment previously on lease to CompUSA in December
2007, and the equipment previously on lease to Rite Aid during the 2008
Period, (ii) the Extensions entered into for ZIM Canada and ZIM Korea on
July 1, 2008, and (iii) the expiration of the leases owned by ICON GeicJV during
2007.  The net gain on foreign currency transactions reported in the
2007 Period was due to the impact of the change in foreign currency rates on the
conversion of approximately $13,569,000 of distributions made from ICON Premier,
ICON AeroTV and ICON EAM, as well as a change in foreign currency rates of
approximately 2% on a cash balance that was transferred from our pound sterling
bank account in the United Kingdom to our dollar bank account in the United
States.  We reported a net loss on foreign currency transactions in
the 2008 Period due to the change in foreign currency rates related to our
existing pound sterling accounts.








25
 Table of Contents





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





Nine Months Ended September
    30,2008
            
            
            2007
            
            
            ChangeManagement
      fees - Manager
            
            $
            1,284,596
            
            
            $
            1,552,791
            
            
            $
            (268,195
            )Administrative
      expense reimbursements - Manager
            
            
            1,051,241
            
            
            
            628,643
            
            
            
            422,598General
      and administrative
            
            
            850,055
            
            
            
            807,660
            
            
            
            42,395Interest
            
            
            944,442
            
            
            
            1,746,260
            
            
            
            (801,818
            )Depreciation
      and amortization
            
            
            10,918,452
            
            
            
            17,109,878
            
            
            
            (6,191,426
            )Total
      expenses
            
            $
            15,048,786
            
            
            $
            21,845,232
            
            
            $
            (6,796,446
            )





Total
expenses for the 2008 Period decreased $6,796,446, or 31.1%, as compared to the
2007 Period.  The decrease in total expenses was primarily due to
decreases in depreciation and amortization expense and interest
expense.  The decrease in depreciation and amortization expense was
largely attributable to (i) the sale of ICON Containership III on March 31,
2008, (ii) the Extensions entered into for ZIM Canada and ZIM Korea on July 1,
2008, (iii) the amortization of prepaid service fees, which were fully amortized
in December 2007, and (iv) the sale of the equipment previously on lease to
CompUSA in December 2007.  Interest expense decreased predominantly
due to the sale of ICON Containership III, which resulted in the buyer’s
assumption of our related outstanding non-recourse long-term debt.





Net
Income





As a
result of the foregoing factors, net income for the 2008 Period and the 2007
Period was $13,206,812 and $3,575,306, respectively.  The net income
per weighted average additional member share outstanding for the 2008 Period and
the 2007 Period was $88.17 and $23.82, respectively.





Financial
Condition





This
section discusses the major balance sheet variances at September 30, 2008
compared to December 31, 2007.





Total
Assets





Total
assets decreased by $25,131,818 from $122,908,748 at December 31, 2007 to
$97,776,930 at September 30, 2008.  The decrease primarily related to
the depreciation of our leased equipment of $10,875,424 and distributions paid
to our members of $9,662,426.  Management fees and administrative
expense reimbursements paid to our Manager also contributed $2,093,030 to the
decrease in total assets.





Current
Assets





Current
assets increased by $15,036,124 from $6,907,866 at December 31, 2007 to
$21,943,990 at September 30, 2008.  The increase was due to a higher
cash position primarily as a result of the net proceeds from the sale of ICON
Containership III.





Total
Liabilities





Total
liabilities decreased by $25,422,973 from $35,833,475 at December 31, 2007 to
$10,410,502 at September 30, 2008.  The decrease primarily related to the
scheduled repayments of our non-recourse long-term debt outstanding related to
ZIM Canada and ZIM Korea.  In addition, we transferred our
non-recourse long-term debt outstanding of approximately $10,906,000 related to
ZIM Italia as part of the sale of ICON Containership III.






26
 Table of Contents




Current
Liabilities





Current
liabilities decreased by $11,455,564 from $21,866,066 at December 31, 2007 to
$10,410,502 at September 30, 2008.  The decrease was largely due to
the $5,000,000 repayment of our revolving line of credit during the 2008 Period
and the continued repayment of our non-recourse long-term debt discussed
above.





Total
Members’ Equity





Total
members’ equity increased by $906,508 from $84,105,073 at December 31, 2007 to
$85,011,581 at September 30, 2008.  The increase was largely due to the net
income reported in the 2008 Period of $13,206,812, which was partly offset by
distributions paid to our members of $9,662,426 and an unrealized loss on
foreign currency translations of $2,503,991 recorded in accumulated other
comprehensive (loss) income.


Liquidity
and Capital Resources




Sources
and Uses of Cash





At
September 30, 2008 and December 31, 2007, we had cash and cash equivalents of
$19,239,880 and $4,448,826, respectively.  During our offering period,
our main source of cash was from financing activities and during our operating
period, our main source of cash has been from operating and investing
activities, which we expect to continue through our entire operating period. We
expect that our operating and investing activities will generate sufficient cash
flows to meet our short and long term liquidity requirements, including
distributions to our members, management fees, and administrative expense
reimbursements payable to our Manager.





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





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





Unanticipated
or greater than anticipated operating costs or losses (including a lessee’s
inability to make timely lease payments) would adversely affect our liquidity.
To the extent that working capital reserves may be insufficient to satisfy our
cash requirements, we anticipate that we would fund our operations from cash
flow generated by operating and financing activities.  In addition, we
may use a portion of cash on hand to re-establish working capital
reserves.







27
 Table of Contents








Operating
Activities





Sources
of cash




Sources
of cash from operating activities decreased $5,453,113 from $12,124,507 in
the 2007 Period to $6,671,394 in the 2008 Period.  The decrease primarily
related to (i) the expiration of our lease with Government Employees
Insurance Company in March 2007, (ii) the termination of our lease with CompUSA
in December 2007, (iii) the return of 87% of our digital mini-labs previously on
lease with Rite Aid during the 2008 Period, (iv) a decrease in the number of
short-term leases in renewal as 90% of our investments in unguaranteed residual
values with Summit Asset Management, Ltd. have been sold, and (v) a three month
rent holiday in connection with our lease with Premier during the 2008
Period.  This decrease was partly offset by the addition of our leases
with Texas Die and Monroe during September and December 2007, respectively, as
well as our investment in ICON Global Crossing V.




Investing
Activities





Sources
of cash




Sources
of cash from investing activities increased $12,086,604 from $12,306,040 in the
2007 Period to $24,392,644 in the 2008 Period.  The increase was largely
attributable to approximately $16,660,000 of additional proceeds collected
during the 2008 Period as compared to the 2007 Period from the sales of
equipment and unguaranteed residual values, primarily the sale of ICON
Containership III.  In addition, we collected the note receivable
related to the financing facility with Solyndra during the 2008
Period.  These increases were partly offset by a decrease in
distributions received from joint ventures of approximately
$8,840,000.





Uses
of cash




Our uses
of cash from investing activities decreased $13,095,183 from $13,260,005 in the
2007 Period to $164,822 in the 2008 Period.  During the 2007 Period,
we purchased the machining and metal working equipment currently on lease to
Texas Die, invested capital in ICON Mayon, and invested in the financing
facility with Solyndra.





Financing
Activities





Uses
of cash




Our uses
of cash from financing activities increased $5,419,387 from $10,688,775 in the
2007 Period to $16,108,162 in the 2008 Period.  The increase was primarily
related to the repayments of our revolving line of credit and our non-recourse
long-term debt outstanding related to ZIM Canada and ZIM Korea.






28
 Table of Contents





Financings
and Borrowings





Revolving
Line of Credit, Recourse





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





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate plus 2.5%. The
interest rate at September 30, 2008 was 5.0%.





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





The
Borrowers were in compliance with the covenants under the Loan Agreement at
September 30, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at
September 30,2008, all of
which was borrowed by Fund Eight B.  Subsequent to September 30, 2008,
Fund Eight B repaid $70,000, which reduced the outstanding loan balance to
$1,185,000.





Distributions





We pay
monthly distributions to our members starting with the first month after the
additional members’ admission and will continue to pay such distributions until
the termination of the operating period.  We paid distributions to our
additional members and to our Manager of $9,565,800 and $96,626, respectively,
in the 2008 Period.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





Contractual
Obligations





At
September 30, 2008 and December 31, 2007, we had non-recourse long-term debt
obligations. The lender has a security interest in the equipment relating to the
non-recourse long-term debt instrument and an assignment of the rental payments
under the lease associated with the equipment. In such cases, the lender is in
part being paid directly by the lessee.  If the lessee was to default
on the non-recourse long-term debt the equipment would be returned to the lender
in extinguishment of the non-recourse long-term debt.  At September
30, 2008 and December 31, 2007, our outstanding non-recourse long-term
obligations were $9,884,308 and $30,295,089, respectively.  We are a
party to the Facility, as discussed in the financing and borrowings section
above. We had no borrowings outstanding under the Facility at September 30,
2008.






29
 Table of Contents




Commitments





On
September 28, 2007 and December 10, 2007, we completed our simultaneous
acquisitions and leasing back of substantially all of the machining and metal
working equipment of Texas Die and Monroe, two wholly-owned subsidiaries of MWU.
Simultaneously with the closing of the transaction with Texas Die and Monroe,
Fund Eleven and Fund Twelve completed similar acquisitions with seven other
subsidiaries of MWU pursuant to which the respective funds purchased
substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective leases
(including those of Texas Die and Monroe) are cross-collateralized,
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds has also entered into a credit
support agreement, pursuant to which losses incurred by a Participating Fund
with respect to any MWU subsidiary are shared among the Participating Funds in
proportion to their respective capital investment.  The term of the
credit support agreement matches that of each lease agreement.  No
amounts were accrued at September 30, 2008 and our Manager cannot reasonably
estimate at this time the maximum potential amounts that may become payable
under the credit support agreement, if any.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





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





We have
outstanding notes payable, all of which are non-recourse long-term
debt. With respect to the non-recourse long-term debt that is subject to
variable interest, the interest rate for each non-recourse debt obligation is
fixed pursuant to an interest rate swap to allow us to mitigate interest rate
fluctuations.  As a result, we consider this a fixed position and,
therefore, the conditions in the credit markets as of September 30, 2008 have
not had any impact on us.  In addition, we have considered the risk of
counterparty performance of our interest rate swaps by considering, among other
things, the credit agency ratings of our counterparties.  Based on
this assessment, we believe that the risk of counterparty non-performance is
minimal.  With respect to our revolving line of credit, which is
subject to variable interest and, under which we have no outstanding borrowings,
our Manager has evaluated the impact of the condition of the credit markets on
our future cash flows and we do not expect any adverse impact on our cash flows
should credit conditions in general remain the same or deteriorate
further.








30
 Table of Contents







Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
period ended September 30, 2008, as well as the financial statements for our
Manager, our Manager carried out an evaluation, under the supervision and with
the participation of the management of our Manager, including its Co-Chief
Executive Officers and Chief Financial Officer, of the effectiveness of the
design and operation of our Manager’s disclosure controls and procedures as of
the end of the period covered by this Report pursuant to the Securities Exchange
Act of 1934.  Based on the foregoing evaluation, the Co-Chief Executive
Officers and the Chief Financial Officer concluded that our Manager’s disclosure
controls and procedures were effective.





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





Evaluation of internal control over
financial reporting





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







31
 Table of Contents


PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





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





Item 1A. Risk Factors





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





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





Our
Manager consented to us redeeming 148 additional member shares during the
2008 Period. The redemption amounts are calculated according to a specified
redemption formula in accordance with our amended and restated operating
agreement (the “Operating Agreement”).  Redeemed additional member
shares have no voting rights and do not share in distributions.  The
Operating Agreement limits the number of additional member shares that can
be redeemed in any one year and redeemed additional member shares may not be
reissued. The following table details our additional member share
redemptions:





Total
      Number of
            
            
            Price
      Paid PerAdditional
      Member
            Additional
      MemberShares Redeemed
            
            
            ShareJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            80
            
            
            $
            833.81March
      1, 2008 through March 31, 2008
            
            
            20
            
            
            $
            846.10April
      1, 2008 through April 30, 2008
            
            
            3
            
            
            $
            867.28May
      1, 2008 through May 31, 2008
            
            
            15
            
            
            $
            814.94June
      1, 2008 through June 30, 2008
            
            
            -
            
            
            $
            -July
      1, 2008 through July 31, 2008
            
            
            -
            
            
            $
            -August
      1, 2008 through August 31, 2008
            
            
            -
            
            
            $
            -September
      1, 2008 through September 30, 2008
            
            
            30
            
            
            $
            825.93





Item 3.  Defaults Upon Senior Securities





Not
applicable.





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





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





Item 5.  Other Information





Not
applicable.





32
 Table of Contents







Item 6. Exhibits





3.1
            Certificate
      of Formation of ICON Income Fund Ten, LLC (Incorporated by
      reference to Exhibit 3.1 to Registrant’s Registration Statement on Form
      S-1 filed with the SEC on January 2, 2003 (File No.
      333-103503)).4.1
            ICON
      Income Fund Ten, LLC Amended and Restated Operating
      Agreement (Incorporated by reference to Exhibit A to Pre-Effective
      Amendment No. 2 to Registrant’s Registration Statement on Form S-1 filed
      with the SEC on May 15, 2003 (File No. 333-103503)).10.1
            Commercial
      Loan Agreement, by and between California Bank & Trust, ICON Income
      Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten,
      LLC and ICON Leasing Fund Eleven, LLC, dated August 31, 2005 (Incorporated
      by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
      dated September 7, 2005).10.2
            Loan
      Modification Agreement, by and between California Bank & Trust and
      ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON
      Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26,
      2006 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current
      Report on Form 8-K dated December 29, 2006).10.3
            Loan
      Modification Agreement dated as of May 1, 2008 between California
      Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund
      Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and
      ICON Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.4
      to Registrant’s Quarterly Report on Form 10-Q dated May 19,
      2008).31.1
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a). Certification of Chief Financial
    Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





33
 Table of Contents


SIGNATURES





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





File
Number 000-50654


ICON
Capital Corp.


Manager
of the Registrant





November 13,
2008





/s/Mark Gatto___


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








November 13, 2008





/s/Michael A.
Reisner___


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








November 13,
2008





/s/Anthony J.
Branca__


Anthony
J. Branca


Chief
Financial Officer


(Principal
Accounting and Financial Officer)






34