UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

for the quarterly period ended            June 30, 2004
                             ---------------------------------------------------

     [ ]  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             (IRS Employer Identification Number)
incorporation or organization)


 100 Fifth Avenue, 10th floor, New York, New York               10011-1505
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


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



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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [x] No
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                                                   (unaudited)
                                                                                      June 30,         December 31,
                                                                                        2004               2003
                                                                                        ----               ----

   Assets

<S>                                                                                <C>               <C>
Cash and cash equivalents                                                          $   14,577,705    $     15,908,041

Investments in operating leases
   Equipment at cost                                                                  101,484,721           2,880,000
   Accumulated depreciation                                                            (2,491,387)           (219,423)
                                                                                   -------------      ---------------

                                                                                       98,993,334           2,660,577
                                                                                   --------------     ---------------

Escrow deposits                                                                           976,000                  -

Equipment held for sale or lease, net                                                     541,196             665,321

Prepaid service fees, net                                                               3,007,554           1,417,995

Due from Manager and affiliates, net                                                         -                     38

Other assets                                                                               91,957              -
                                                                                   --------------    -----------------

Total assets                                                                       $  118,187,746    $     20,651,972
                                                                                   ==============    ================

   Liabilities and Members' Equity
   -------------------------------

Notes payable - non-recourse                                                       $   67,562,822    $           -
Security deposits and other liabilities                                                   468,943             233,524
Deferred income                                                                         2,079,350                -
Refunds payable                                                                            20,000             203,000
Due to Manager and affiliates, net                                                        127,114              50,159
Minority interest in consolidated joint ventures                                        2,369,483                -
                                                                                   --------------    ----------------
Total liabilities                                                                      72,627,712             486,683
                                                                                   --------------    ----------------


Commitments and Contingencies

Members' equity
   Manager (one share outstanding, $1,000 per share original issue price)                 (30,444)             (3,092)
   Additional members (56,089.235 and 23,784.330 shares outstanding,
     $1,000 per share original issue price)                                            45,590,478          20,168,381
                                                                                   --------------    ---------------

Total members' equity                                                                  45,560,034          20,165,289
                                                                                   --------------    ---------------

Total liabilities and members' equity                                              $  118,187,746    $     20,651,972
                                                                                   ==============    ================

</TABLE>



See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                 Condensed Consolidated Statement of Operations

                                   (unaudited)


<TABLE>
<CAPTION>


                                                              For the Three Months             For the Six Months
                                                              Ended June 30, 2004             Ended June 30, 2003
                                                              -------------------              -------------------

<S>                                                               <C>                            <C>
Revenues
   Rental income                                                  $    2,324,368                 $     2,600,239
   Net gain on sales of equipment                                         18,893                          18,893
                                                                  --------------                 ---------------

   Total revenues                                                      2,343,261                       2,619,132
                                                                  --------------                 ---------------


Expenses
   Depreciation expense                                                2,148,406                       2,353,982
   Amortization of prepaid service fees                                  307,910                         510,260
   Interest expense                                                      197,873                         197,873
   Management fees - Manager                                             144,728                         267,694
   Administrative expense reimbursements - Manager                       340,777                         531,351
   General and administrative                                             28,039                          47,147
   Minority interest income in
     consolidated joint ventures                                         (35,509)                        (35,509)
                                                                  --------------                 ----------------

   Total expenses                                                      3,132,224                       3,872,798
                                                                  --------------                 ----------------

Net loss                                                          $     (788,963)                $    (1,253,666)
                                                                  ==============                 ================

Net loss allocable to:
   Managing member                                                $       (7,890)                $       (12,537)
   Additional members                                                   (781,073)                     (1,241,129)
                                                                  --------------                 ----------------

                                                                  $     (788,963)                $    (1,253,666)
                                                                  ==============                 ===============
Weighted average number of additional member
   shares outstanding                                                     47,337                          39,223
                                                                  ==============                 ================

Net loss per weighted average additional
   member shares                                                  $       (16.50)                $         (31.64)
                                                                  ==============                 =================

</TABLE>





See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

         Condensed Consolidated Statement of Changes in Members' Equity

                     For the Six Months Ended June 30, 2004

                                   (unaudited)


<TABLE>
<CAPTION>

                                 Additional Members' Distributions

                                      Return of    Investment         Additional      Managing
                                       Capital       Income             Members        Member           Total
                                       -------       ------             -------        ------           -----
                                     (Per weighted average share)

<S>                                  <C>            <C>            <C>              <C>           <C>
Balance at January 1, 2004                                         $    20,168,381  $     (3,092) $   20,165,289

Proceeds from issuance of additional
  member shares (32,304.905 shares)                                       32,304,905         -        32,304,905

Sales and offering expenses                                             (4,175,270)          -        (4,175,270)

Cash distributions to members         $ 37.39       $    -              (1,466,409)      (14,815)     (1,481,224)

Net loss                                                                (1,241,129)      (12,537)     (1,253,666)
                                                                   ---------------  ------------  --------------

Balance at June 30, 2004                                           $    45,590,478  $    (30,444) $   45,560,034
                                                                   ===============  ============  ==============


</TABLE>












See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                 Condensed Consolidated Statement of Cash Flows

                     For The Six Months Ended June 30, 2004

                                   (unaudited)


<TABLE>
<CAPTION>

<S>                                                                                <C>
Cash flows from operating activities:
   Net loss                                                                        $   (1,253,666)
                                                                                   --------------
   Adjustments to reconcile net loss to
     net cash provided by operating activities:
       Rental income paid directly to lenders by lessees                               (1,588,728)
       Interest expense on non-recourse financing paid directly
         to lenders by lessees                                                            197,873
        Depreciation expense                                                            2,353,982
       Amortization of prepaid service fees                                               510,260
       Net (gain) on sales of equipment                                                   (18,893)
       Minority interest in consolidated joint ventures                                   (35,509)
       Changes in operating assets and liabilities:
         Other assets                                                                     (91,957)
         Security deposits and other liabilities                                          235,419
         Due to Manager and affiliates, net                                                76,993
                                                                                   ---------------

         Total adjustments                                                              1,639,440
                                                                                   --------------

   Net cash provided by operating activities                                              385,774
                                                                                   --------------

Cash flows from investing activities:
   Investment in equipment                                                            (28,547,694)
   Services fees paid                                                                  (2,099,819)
   Proceeds from sales of equipment                                                        61,000
                                                                                   --------------

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

Cash flows from financing activities:
   Issuance of additional membership shares, net
     of sales and offering expenses paid                                               28,129,635
   Cash distributions to members                                                       (1,481,224)
   Minority interest contribution in joint venture, net                                 2,404,992
   Refunds payable                                                                       (183,000)
                                                                                    -------------


   Net cash provided by financing activities                                           28,870,403
                                                                                    ------------

Net decrease in cash and cash equivalents                                              (1,330,336)

Cash and cash equivalents at beginning of period                                       15,908,041
                                                                                   --------------

Cash and cash equivalents at end of period                                         $   14,577,705
                                                                                   ==============

</TABLE>



                                                        (continued on next page)
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

           Condensed Consolidated Statement of Cash Flows (Continued)

                     For The Six Months Ended June 30, 2004

                                   (unaudited)


Supplemental Disclosures of Cash Flow Information
--------------------------------------------------

For the period ended June 30, 2004, non-cash activities included the following:



Non-cash portion of equipment purchased                    $      70,057,027

Non-recourse notes assumed in purchase price                     (70,057,027)
                                                           ----------------

                                                           $         -
                                                           ================


Other liabilities assumed                                  $          12,500
                                                           =================


Rental income on operating lease receivables
   paid directly to lender by lessee                       $       1,588,728

Deferred income on operating lease receivables paid
   directly to lenders by lessees, net                             1,103,350

Principal and interest on non-recourse debt paid directly
   to lenders by lessees                                          (2,692,078)
                                                           -----------------

                                                           $         -
                                                           =================

Interest expense on non-recourse financing accrued
   or paid directly to lenders by lessees                  $         197,873
                                                           =================








See accompanying notes to condensed consolidated financial statements.
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

              Notes to Condensed Consolidated Financial Statements

                                  June 30, 2004
                                   (unaudited)

1.   Basis of Presentation

     The condensed  consolidated  financial  statements of ICON Income Fund Ten,
LLC (the "LLC") have been prepared  pursuant to the rules and regulations of the
Securities  and  Exchange   Commission  (the  "SEC")  and,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
accruals)  necessary  for a fair  statement  of results for the  periods  shown.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted  pursuant to such
SEC rules and  regulations.  Management  believes that the disclosures  made are
adequate to make the information  presented not misleading.  The results for the
interim period are not necessarily  indicative of the results for the full year.
These condensed  consolidated financial statements should be read in conjunction
with the financial statements and notes included in the LLC's 2003 Annual Report
Form 10-K.

2.   Organization

     The LLC was  formed on  January  2, 2003 as a  Delaware  limited  liability
company.  The  initial  capitalization  of the LLC was  $1,000  by the  Managing
Member. The LLC is offering membership  interests on a "best efforts" basis with
the intention of raising up to $150,000,000 of capital.  The LLC had its initial
closing on August 22, 2003 when it admitted members holding 5,065.736 additional
member shares, representing $5,065,736 in capital contributions.  As of June 30,
2004 the LLC had  admitted  additional  members  holding  51,023.499  additional
member shares,  representing $51,023,499 in capital contributions,  bringing the
total capital  contributions  and additional  member shares to  $56,089,235  and
56,089.235, respectively.

     The Manager of the LLC, ICON Capital Corp.,  is a Connecticut  corporation.
The Manager  manages and controls the  business  affairs of the LLC's  equipment
leases and financing transactions under the terms of a management agreement with
the LLC.

3.  Related Party Transactions

     The LLC has entered into certain  agreements with ICON Securities Corp. and
ICON Capital Corp. whereby the LLC pays certain fees and reimbursements to those
parties.

     The LLC is a joint venture  partner in ICON GeicJV,  a joint venture formed
for the  purpose of  purchasing  information  technology  equipment  on lease to
Government  Employees  Insurance Company ("GEICO").  The LLC currently has a 74%
interest in ICON GeicJV.

     The LLC is also a joint  venture  member of ICON  Aircraft  46837,  LLC,  a
limited  liability  company  which was formed for the sole purpose of purchasing
the  beneficial  interest  in a DC-10-30  aircraft  on lease to Federal  Express
Corporation  ("FedEx").  The LLC currently has a 71.4% interest in ICON Aircraft
46837, LLC.

     Fees  and  expenses  paid  or  accrued  by the  LLC to the  Manager  or its
affiliates for the six months ended June 30, 2004 are as follows:


Prepaid service fees                    $  2,099,819  Capitalized
Organization and offering expenses           944,779  Charged to members' equity
Underwriting commissions                     646,098  Charged to members' equity
Management fees                              267,694  Charged to operations
Administrative expense reimbursements        531,351  Charged to operations
                                        ------------

Total                                   $  4,489,741
                                        ============

<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

        Notes to Condensed Consolidated Financial Statements - Continued

     Included in the balance  sheet item Due to Manager and  affiliates is a net
payable of $25,604  due to ICON Income  Fund Eight A L.P.  ("Fund  Eight A") and
$78,500 due to ICON Income Fund Nine, LLC ("Fund Nine") for investments in joint
ventures.  (See  Note 4 for  additional  information  relating  to  these  joint
ventures).

4.  Consolidated Joint Ventures

    ICON Aircraft 46837, LLC
    ------------------------

     In March  2004,  the LLC and an  affiliate,  Fund  Eight A,  formed a joint
venture,  ICON Aircraft 46837, LLC ("ICON Aircraft  46837"),  for the purpose of
acquiring and managing a McDonnell Douglas DC-10-30F  aircraft on lease to FedEx
through  March  2007.  The LLC and  Fund  Eight A have  substantially  identical
investment objectives and participate on the same terms and conditions.  The LLC
has a right of first refusal to purchase the equipment,  on a pro-rata basis, if
the affiliate  desires to sell its interest in the equipment.  The joint venture
is majority owned and consolidated with the LLC.

     The purchase price of the aircraft was  $21,489,374,  which was funded with
cash  of  $3,566,226,  the  assumption  of  other  liabilities  of  $12,500  and
non-recourse debt of $17,672,027.  The non-recourse debt has an interest rate of
4% and matures in March 2007. The lender has a security interest in the aircraft
and an assignment of the rental payments under the lease with FedEx.  Legal fees
of $36,050 were also paid and  capitalized  as part of the cost of the aircraft.
Subsequent to closing,  an additional  $202,571 in bank fees and legal  expenses
were paid and capitalized as part of the cost of the aircraft.

     The  LLC  and  Fund  Eight  A  acquired   interests  of  71.4%  and  28.6%,
respectively,  in ICON Aircraft 46837. Fund Eight A has an option to purchase an
additional interest in ICON Aircraft 46837, which expires on September 30, 2004.
If Fund Eight A exercises this option,  its ownership interest would increase to
90% and, as a result,  the LLC would have a 10% interest in ICON Aircraft 46837.
The exercise price of the option is $2,130,604.

     The LLC's condensed  consolidated  financial statements include 100% of the
assets,  liabilities,  revenues and expenses of ICON Aircraft 46837.  Fund Eight
A's  investment  in ICON  Aircraft  46837 is reflected  as minority  interest in
consolidated joint ventures on the condensed consolidated balance sheet.

     ICON GeicJV
     -----------

     In March 2004, the LLC and an affiliate,  Fund Nine, formed a joint venture
Partnership,  ICON  GeicJV,  for the purpose of acquiring  and managing  certain
information  technology  equipment on lease to GEICO through March 2007. The LLC
and Fund Nine acquired interests of 74% and 26%,  respectively,  in ICON GeicJV.
The LLC and Fund Nine have  substantially  identical  investment  objectives and
participate  on the  same  terms  and  conditions.  The LLC has a right of first
refusal to purchase the equipment, on a pro-rata basis, if the affiliate desires
to sell its interest in the  equipment.  The joint venture is majority owned and
consolidated with the LLC.

     The  purchase  price of the  equipment  was  $5,852,197,  which was  funded
entirely with cash.  The LLC paid  $4,330,626 to fund its pro-rata  share of the
purchase price.

<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

        Notes to Condensed Consolidated Financial Statements - Continued

5.  Investments in Operating Leases

     During June 2004, the LLC acquired two (2) shipping  container vessels from
ZIM Israel Navigation Co., Ltd. ("ZIM").  The LLC simultaneously  entered into a
bareboat  charter  agreement  with ZIM for the use of the vessels.  The bareboat
charter  agreement is for a five-year  period,  starting June 24, 2004, with two
one-year extensions.

     The  purchase  price of the vessels was  $70,700,000  which was funded with
cash of $18,400,000 and the assumption of non-recourse debt of $52,300,000.  The
non-recourse  debt has an interest  rate of 5.36% and matures in July 2009.  The
lenders have a security  interest in the vessels and an assignment of the rental
payments  under the lease with ZIM. Bank fees,  legal fees and other expenses of
$563,150 were also paid and capitalized as part of the  acquisition  cost of the
vessels.

<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

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

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited financial  statements and notes included
in the LLC's  annual  report on Form  10-K  dated  December  31,  2003.  Certain
statements within this document may constitute forward-looking statements within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements are identified by words such as "anticipate,"  "believe," "estimate,"
"expects,"  "intend,"  "predict" or "project" and similar  expressions.  The LLC
believes that the expectations reflected in such forward-looking  statements are
based on reasonable assumptions. Any such forward-looking statements are subject
to risks and  uncertainties  and the LLC's future  results of  operations  could
differ materially from historical results or current expectations. Some of these
risks  are  discussed  in  this  report,   and  include,   without   limitation,
fluctuations in oil and gas prices;  level of fleet additions by competitors and
industry  overcapacity;  changes in capital  spending by  customers in the cargo
delivery  industry;  changing customer demands for vessel and aircraft;  acts of
terrorism;  unsettled political  conditions,  war, civil unrest and governmental
actions,  especially  in higher risk  countries of  operations,  such as Israel;
foreign  currency  fluctuations;  and  environmental  and labor laws.  The LLC's
actual  results  could  differ   materially  from  those   anticipated  by  such
forward-looking  statements  due to a number  of  factors,  some of which may be
beyond the LLC's control, including, without limitation:

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

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from  operating  activities  may be less than the LLC's  current
     level of expenses;

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

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

<PAGE>


                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

     We  expect  that  the LLC  will  invest  most of the net  proceeds  of this
offering in items of  equipment  that will be subject to a lease.  After the net
offering  proceeds  have  been  invested,  it  is  anticipated  that  additional
investments  will be made  with  the  cash  generated  from  the  LLC's  initial
investments to the extent that cash is not needed for LLC's  expenses,  reserves
and distributions to investors.  The investment in additional  equipment in this
manner is called  "reinvestment."  We anticipate the LLC will purchase equipment
from  time to time  until  five  years  from the date we  complete  the  current
offering of  membership.  That time frame is called the  "reinvestment  period",
which we may extend at our discretion for an additional  three years.  After the
"reinvestment  period", the LLC will then sell its assets in the ordinary course
of business during a time frame called the "liquidation  period".  If we believe
it would benefit  investors to reinvest the LLC's cash flow in equipment  during
the  liquidation  period,  the  LLC  may do so,  but we  will  not  receive  any
additional fees in connection with such  reinvestments.  Our goal is to complete
the  liquidation  period  in  three  years,  but it may  take  longer  to do so.
Accordingly,  an investor should expect to hold his shares for at least 10 years
from the time he invests.

     The LLC's current equipment portfolio, which is held directly by the LLC or
through joint venture investments with affiliates, consists of:

o    Boeing 767 aircraft rotables and accessories, of which approximately 80% is
     on lease to  Flugfelagid  Atlanta  hf,  d/b/a Air Atlanta  Icelandic  ("Air
     Atlanta")  with an expiration  date of November 30, 2004. The remaining 20%
     was on lease with Air Atlanta,  but is now being held for sale or lease and
     has a net book value of $541,196.  The equipment was  originally  purchased
     for $3,600,000.

o    Two (2) 3,300 TEU  container  vessels,  on  bareboat  charter  lease to ZIM
     Israel Navigation Co. Ltd. ("ZIM").  The expiration of the bareboat charter
     is June 23,  2009.  The  purchase  price for the  vessels  was  $70,700,000
     comprised of (i) approximately  $18,400,000 in cash, and (ii) approximately
     $52,300,000 of non-recourse debt.

o    a 74% interest in information  technology equipment -- such as Sun servers,
     HP servers, Dell desktop computers, and Panasonic laptop computers -- which
     are subject to a three year lease with GEICO.  The  expiration of the lease
     is March 31, 2007.  The LLC's share of the purchase price was $4,330,626 in
     cash.

o    A 71.4% interest in a 1979 McDonnell Douglas DC-10-30F aircraft on lease to
     Federal Express Corporation ("FedEx") with an expiration of March 2007. The
     LLC's  contribution to the purchase price of the aircraft was $2,656,237 in
     cash and $12, 678,517 in non-recourse debt.

     Substantially all of our recurring  operating cash flows are generated from
the  operations  of the  single-investor  leases  in the LLC's  portfolio.  On a
monthly basis, we deduct the expenses related to the recurring operations of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that will be required to fund known  re-leasing  costs and equipment  management
costs.  Any  residual   operating  cash  flows  are  considered   available  for
distribution  to the  investors  and are paid monthly (up until the  liquidation
period).  We  anticipate  increases  in  cash  available  for  distributions  to
investors from the acquisition of more single-investor transactions.

     From January 1, 2004 through  June 30, 2004,  the LLC raised  approximately
$32,300,000  through the issuance of approximately  32,300 units. As of June 30,
2004, approximately 94,000 units remain available for sale pursuant to the LLC's
offering.

<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
equipment leasing industry.

     General Economic Conditions

     The U.S.  economy  appears to be  recovering,  and the  leasing  industry's
outlook for the  foreseeable  future is  encouraging.  Many  experts  foresee an
increase in capital spending by corporations  through 2007 which should increase
the pool of  available  secondary  market  leases,  and to that end,  the LLC is
seeing more  opportunities  in this market.  Nonetheless,  a key obstacle  still
facing the leasing  industry is the  continued  low interest  rate  environment,
which reduces  leasing  volume  inasmuch as customers are more prone to purchase
than lease.  Other factors which may negatively  affect the leasing industry are
the  proposed  legal and  regulatory  changes  that may affect tax  benefits  of
leasing and the  continued  misperception  by potential  lessees,  stemming from
Enron,  WorldCom and others,  that  leasing  should not play a central role as a
financing alternative.  However, as economic growth continues and interest rates
inevitably  begin to rise over time,  we are  optimistic  that more lessees will
return to the marketplace.

     Further Deterioration of the Air Travel Industry.

     The  aircraft  leasing  industry is currently on the downside of a business
cycle and this has  resulted in  depressed  sales  prices for assets such as the
LLC's  aircraft  interests.  It does not appear that the  industry  will recover
significantly  in the very near  future,  although  the LLC is  optimistic  that
within two to three years,  there will be a full  recovery.  However,  a further
weakening of the industry could cause the proceeds realized from the future sale
of the LLC's  aircraft and its rotables to be even less than suggested by recent
appraisals.

b.   Results of Operations for the Three Months Ended June 30, 2004

     The LLC  commenced  active  operations  on August 22,  2003;  therefore,  a
comparison to the three months ended June 30, 2003 is not discussed.

Revenues

     Revenues for the three months ended June 30, 2004 were $2,343,261 comprised
of rental  income of  $2,324,368  and net gain on sale of  equipment of $18,893.
Rental income reflects the increase in operating lease  activities.  The gain on
sale of equipment resulted from sale of equipment that was off-lease.

Expenses of the LLC

     Expenses  for the  three  months  ended  June  30,  2004  were  $3,132,224,
comprising  primarily of depreciation  and  amortization  expense of $2,456,316,
interest   expense  of  $197,873,   management   fees  -  Manager  of  $144,728,
administrative  expense  reimbursements  -  Manager  of  $340,777,  general  and
administrative expenses of $28,039, and minority interest income of $35,509.

     Our  largest  expense  is  depreciation.  It is  directly  related  to  the
acquisition of operating  lease assets.  Our continued  acquisition of operating
lease assets will lead to further  increases in  depreciation  expense and other
operating expenses.

<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

Net Income/Loss of the LLC

     Net loss for the three  months  ended June 30, 2004 was  $788,963.  The net
loss per weighted average additional member shares was $16.50.

c.   Results of Operations for the Six Months Ended June 30, 2004

     The LLC  commenced  active  operations  on August 22,  2003;  therefore,  a
comparison to the six months ended June 30, 2003 is not discussed.

Revenues

     Revenues for the six months ended June 30, 2004 were  $2,619,132  comprised
of rental  income of  $2,600,239  and net gain on sales of equipment of $18,893.
Rental income reflects the increase in operating lease activities.

Expenses of the LLC

     Expenses for the six months ended June 30, 2004 were  $3,872,798  comprised
primarily of  depreciation  and  amortization  expense of  $2,864,242,  interest
expense  of  $197,873,  management  fees - Manager of  $267,694,  administrative
expense  reimbursements  -  Manager  of  $531,351,  general  and  administrative
expenses of $47,147,  and offset by minority  interest income of $35,509.  These
expenses  reflect an increase in the level of the LLC's  activities,  as the LLC
engaged in additional leasing activities.

     Our  largest  expense  is  depreciation.  It is  directly  related  to  the
acquisition of operating  lease assets.  Our continued  acquisition of operating
lease assets will lead to further  increases in  depreciation  expense and other
operating expenses.

Net Income/Loss of the LLC

     Net loss for the six months  ended June 30,  2004 was  $1,253,666.  The net
loss per weighted average additional member shares was $31.64.

d.   Liquidity and Capital Resources

Cash Requirements

     The LLC has sufficient funds necessary to maintain  current  operations and
to continue to invest in business  essential assets subject to lease. The LLC is
currently  focused on increasing cash flow through  acquisition of more "income"
leases.

Sources of Cash

     Operations

     For the six  months  ended  June 30,  2004,  the  LLC's  primary  source of
liquidity  was  from  financing  activities;   specifically  from  the  sale  of
additional  members  shares.  Proceeds from the issuance of  additional  members
shares,  net of sales and offering expenses,  were $28,129,635.  These funds, as
well as funds held in  reserve  by the LLC,  were used  primarily  in  investing
activities  for the  investment  in  equipment.  Equipment  subject to operating
leases was purchased for $28,547,694.  The LLC is expected to continue acquiring
equipment subject to lease, and also make other types of related investments.

<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

Financings and Recourse Borrowings

     Certain affiliates of the LLC--ICON Income Fund Nine, LLC; ICON Income Fund
Eight A L.P.;  ICON Income Fund Eight B L.P.;  and ICON Cash Flow  Partners L.P.
Seven (collectively,  the "Initial Funds") -- are parties to a Loan and Security
Agreement dated as of May 30, 2002, as amended (the "Loan Agreement"). Under the
terms of the Loan  Agreement,  the Initial  Funds may borrow money from Comerica
Bank with all borrowings to be jointly and severally  collateralized by (i) cash
and (ii) the present values of certain rents  receivable and equipment  owned by
the Initial Funds.  Such Loan Agreement was amended to add the LLC as a borrower
(the LLC,  together with the Initial  Funds,  the "Funds")  effective  August 5,
2004. The expiration of the Loan Agreement is December 31, 2004.

     In connection with the Loan Agreement, the Initial Funds previously entered
into a  Contribution  Agreement  dated  as of May  30,  2002,  as  amended  (the
"Contribution  Agreement").  Pursuant to the Contribution Agreement, the Initial
Funds  agreed to  restrictions  on the amount and the terms of their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely risk that
a Fund  would  not be able to repay its  allocable  portion  of the  outstanding
revolving  loan  obligation  at any  time,  including  restrictions  on any Fund
borrowing  in excess of the lesser of (A) an amount  each Fund could  reasonably
expect  to repay in one year out of its  projected  free cash  flow,  or (B) the
greater of (i) the Borrowing  Base (as defined in the line of credit  agreement)
as  applied  to such  Fund,  and (ii) 50% of the net  worth  of such  Fund.  The
Contribution  Agreement  provides that, in the event a Fund pays an amount under
the  agreement  in excess of its  allocable  share of the  obligation  under the
agreement whether by reason of an Event of Default or otherwise, the other Funds
will promptly make a  contribution  payment to such Fund in such amount that the
aggregate amount paid by each Fund reflects its allocable share of the aggregate
obligations  under the agreement.  The Initial Funds'  obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each  participating  Fund. In order to facilitate  the addition of the
LLC to the Contribution  Agreement,  the Funds entered into a Second Amended and
Restated  Contribution  Agreement  effective  as of August 5,  2004.  The Second
Amended and Restated  Contribution  Agreement contains  substantially  identical
terms and limitations as did the Contribution Agreement.

     Aggregate  borrowings  by all  funds  under  the line of  credit  agreement
amounted to $8,615,439 on June 30, 2004.

Distributions

     The LLC made cash distributions to members of $1,481,224 during the quarter
ended June 30, 2004. Such distributions are reflected as a return of capital, as
the LLC recorded a loss for the quarter.

Capital Resources

     The LLC is an  investment  vehicle  formed for the purpose of acquiring and
owning equipment leases and the business essential equipment subject thereto. As
of June 30,  2004,  the LLC was holding net offering  proceeds of  approximately
$14,577,705 available for such investments. At this time, the Manager is unaware
of any specific need requiring capital resources to be funded by the LLC.

Uncertainties

     As of June 30,  2004,  except as noted  above in the  Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which we believe are likely to have a material  effect on liquidity.  As cash is
realized from the continued offering,  operations,  or borrowings,  the LLC will
continue  to  invest  in  additional  leasing   transactions,   while  retaining
sufficient cash to meet its reserve requirements and recurring obligations.

<PAGE>
                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

e.   Inflation and Interest Rates

     The potential effects of inflation on the LLC are difficult to predict.  If
the general economy  experiences  significant  rates of inflation,  however,  it
could  affect the LLC in a number of ways.  The cost of  equipment  acquisitions
could  increase  with  inflation  and revenues  from  existing  leases would not
generally increase with inflation,  as the LLC does not currently have or expect
to have rent escalation  clauses tied to inflation in its leases.  Nevertheless,
the  anticipated  proceeds from residual  values to be realized upon the sale or
re-lease of equipment  upon lease  terminations  (and thus the overall cash flow
generated  from the LLC's leases) may be expected to increase with  inflation as
the cost of similar new and used equipment increases.

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

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The LLC is exposed to certain market risks,  including  changes in interest
rates and the demand for equipment (and the related  residuals) owned by the LLC
and its investors.

     The LLC manages its interest rate risk by obtaining  fixed rate debt either
directly or through its joint ventures.  The fixed rate debt service obligations
are matched with fixed rate lease receivable streams generated by the leases.

     The LLC attempts to manage its exposure to equipment  and residual  risk by
monitoring  the market and  maximizing  remarketing  proceeds  received  through
re-lease or sale of equipment.

Item 4.   Controls and Procedures

     The LLC  carried  out an  evaluation,  under the  supervision  and with the
participation  of  management  of ICON  Capital  Corp.,  the Manager of the LLC,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer,  of the  effectiveness  of  the  design  and  operation  of  the  LLC'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  upon  the
evaluation,  the  Chief  Executive  Officer  and  the  Principal  Financial  and
Accounting  Officer concluded that the LLC's disclosure  controls and procedures
were effective.

     There  were no  significant  changes  in the LLC's  internal  control  over
financial  reporting  during  the LLC's  second  quarter  that  have  materially
affected,  or are likely to materially  affect,  the LLC's internal control over
financial reporting.
<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)


PART II - OTHER INFORMATION
---------------------------


Item 1 - Legal Proceedings
--------------------------

     The LLC, from time-to-time,  in the ordinary course of business,  commences
legal actions when necessary to protect or enforce the rights of the LLC. We are
not a defendant party to any pending litigation and are not aware of any pending
or threatened litigation against the LLC.

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

(a) Exhibits

10.1 Loan and Security Agreement dated May 30, 2002 as amended.

32.1 Certification of Chairman and Chief Executive Officer.

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

33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
     (Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002.

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

(b)  Report on Form 8-K

     The LLC filed a Current  Report on Form 8-K,  dated  July 13,  2004,  which
furnished a narrative on the recently  completed  ZIM  acquisition.  As well, it
announces  that the LLC filed a Supplement  No. 2 to its  Prospectus in order to
disclose acquisitions and to provide  clarifications  related to fees charged by
the Manager.



<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)



                                   SIGNATURES



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

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



       August 16, 2004            /s/ Thomas W. Martin
    ---------------------         --------------------------------------
           Date                   Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer)
                                  ICON Capital Corp.
                                  Manager of ICON Income Fund Ten, LLC

<PAGE>

EXHIBIT 10.1




                           LOAN AND SECURITY AGREEMENT




                               dated May 30, 2002


                                     between


                       ICON CASH FLOW PARTNERS L.P. SEVEN

                          ICON INCOME FUND EIGHT A L.P.

                          ICON INCOME FUND EIGHT B L.P.

                                       and

                            COMERICA BANK-CALIFORNIA















<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                Page

<C>                                                                                                             <C>
1.       AMOUNT AND TERMS OF CREDIT..............................................................................49

         1.1 Revolving Line of Credit Commitment.................................................................49

                  1.1.1 Revolving Line of Credit.................................................................49

                  1.1.2 Revolving Loan Account; Use of Proceeds..................................................49

                  1.1.3 Requests for Revolving Loans/Approval by Lender..........................................50

                  1.1.4 Revolving Loan Interest..................................................................50

         1.2 Interest Rates......................................................................................50

                  1.2.1 Default Rate.............................................................................50

                  1.2.2 Computation of Interest..................................................................50

                  1.2.3 Maximum Interest Rate....................................................................50

         1.3 Loan Fees...........................................................................................50

                  1.3.1 Facility Fee.............................................................................51

                  1.3.2 Documentation Fee, Costs and Expenses....................................................51

         1.4 Late Charges........................................................................................51

         1.5 Repayment...........................................................................................51

                  1.5.1 Payment on Revolving Loan Maturity Date..................................................51

                  1.5.2 Optional Prepayment......................................................................51

                  1.5.3 Repayment Procedure......................................................................51

         1.6 Borrowing and Prepayment Notices....................................................................51

         1.7 Note................................................................................................52

         1.8 Payments on Non-Business Day........................................................................52

         1.9 Collection of Payments..............................................................................52

                  1.9.1 Automatic Payments.......................................................................52

                  1.9.2 Other Payments...........................................................................52

         1.10 Receipt of Payments by Lender......................................................................52

         1.11  Extension of Time for Advances and Repayment.................... 6

2.       CREATION OF SECURITY INTEREST...........................................................................53

         2.1 Grant of Security Interest..........................................................................53

         2.2 Authorization to File Financing Statements..........................................................53

         2.3 Chattel Paper.......................................................................................54

         2.4 Negotiable Collateral...............................................................................54

         2.5 Investment Property.................................................................................54

         2.6 Delivery of Additional Documentation Required.......................................................54

         2.7 Right to Inspect....................................................................................55

         2.8 Bailees and Other Third Parties in Possession.......................................................55

         2.9 Control Agreements..................................................................................55

         2.10  Ownership of Collateral..............10

3.       CONDITIONS PRECEDENT....................................................................................55

         3.1 Conditions Precedent to Initial Loan................................................................55

                  3.1.1 Note.....................................................................................55

                  3.1.2 Financing Statements and Perfection of Security Interest.................................55

                  3.1.3 Search Results...........................................................................55

                  3.1.4 Due Diligence............................................................................55

                  3.1.5 Insurance................................................................................55

                  3.1.6 Organizational Documents.................................................................56

                  3.1.7 Authorizations...........................................................................56

                  3.1.8 Good Standing............................................................................56

                  3.1.9 Executed Agreement.......................................................................56

                  3.1.10 Certificates of Title...................................................................56

                  3.1.11 Collateral Access Agreements............................................................56

                  3.1.12 Control Agreements......................................................................56

                  3.1.13 Payment of Borrower 1 and Borrower 3 Indebtedness.......................................56

                  3.1.14 Payment of All Fees and Expenses........................................................56

                  3.1.15 Opinion of Counsel......................................................................56

                  3.1.16 Contribution Agreement..................................................................11

                   3.1.17 Material Adverse Change................................................................56

                  3.1.18 Additional Documents....................................................................56

         3.2 Conditions Precedent to All Loans...................................................................56

                  3.2.1 Borrowing Request........................................................................56

                  3.2.2 Representations and Warranties...........................................................56

                  3.2.3 Defaults.................................................................................57

                  3.2.4 Additional Documents.....................................................................57

4.       REPRESENTATIONS AND WARRANTIES OF BORROWER..............................................................57

         4.1 Existence and Rights................................................................................57

         4.2 Agreement Authorized................................................................................57

         4.3 No Conflict.........................................................................................57

         4.4 Litigation..........................................................................................57

         4.5 Financial Condition.................................................................................57

         4.6 Title to Assets.....................................................................................58

         4.7 Name; State of Incorporation; Location of Chief Executive Office....................................58

         4.8 General Partner.....................................................................................58

         4.9 Subsidiaries........................................................................................58

         4.10 Tax Status.........................................................................................58

         4.11 Trademarks, Trade Names, Copyrights, Patents.......................................................58

         4.12 Regulatory Compliance..............................................................................58

         4.13 ERISA..............................................................................................58

         4.14 Solvency, Payment of Debts.........................................................................58

         4.15 Full Disclosure....................................................................................59

         4.16 Enforceability; Priority of Security Interest......................................................59

         4.17 Enforceability of Collateral.......................................................................59

         4.18 Other Financing Statements.........................................................................59

         4.19 Environmental Representations......................................................................59

                  4.19.1 Existing Conditions.....................................................................59

                  4.19.2  Existing Orders........................................................................60

                  4.19.3 Permits.................................................................................60

                  4.19.4 Leases and Loan Contracts Subject to Revolving Loans....................................60

         4.20 Inventory Records..................................................................................60

         4.21 Commissions Due to Brokers.........................................................................60

         4.22 Benefit to All Borrowers..............18

         4.23 Consultation with Counsel.............18

5.       AFFIRMATIVE COVENANTS OF BORROWER.......................................................................60

         5.1 Rights and Facilities...............................................................................60

         5.2 Use of Proceeds.....................................................................................61

         5.3 Insurance...........................................................................................61

         5.4 Taxes and Other Liabilities.........................................................................61

         5.5 Records and Reports.................................................................................61

                  5.5.1 Quarterly Financial Statement............................................................61

                  5.5.2 Annual Financial Statement...............................................................61

                  5.5.3 Borrowing Base/Eligible Borrowing Base Contract Aging Report.............................18

                  5.5.4 Audit Reports............................................................................61

                  5.5.5 Compliance Certificate...................................................................62

                  5.5.6 Other Information........................................................................62

         5.6 ERISA...............................................................................................62

         5.7 Laws 62

         5.8 Compliance with GAAP................................................................................62

         5.9 Maintenance of Collateral...........................................................................62

         5.10 Location of Inventory and Equipment................................................................62

         5.11 Disposition of Proceeds of Collateral..............................................................62

         5.12 Operating Accounts.................................................................................63

         5.13 Notices............................................................................................63

         5.14 Audits.............................................................................................63

         5.15 Assignment of Accounts, Leases and Loan Contracts..................................................63

         5.16 Collection of Accounts, Leases and Loan Contracts, Inventory Proceeds..............................63

         5.17 Environmental Covenants............................................................................63

         5.18 Contribution Agreement.............................................................................64

6.       NEGATIVE COVENANTS OF BORROWER..........................................................................64

         6.1 Type of Business; Management; Change of Control.....................................................64

         6.2 Change of Name......................................................................................64

         6.3 Change of State of Formation........................................................................64

         6.4 Outside Indebtedness................................................................................64

         6.5 Liens and Encumbrances..............................................................................64

         6.6 Transactions Involving Collateral...................................................................64

         6.7 Loans, Investments; Secondary Liabilities...........................................................65

         6.8 Acquisition or Sale of Business; Merger or Consolidation............................................65

         6.9 Distributions.......................................................................................65

         6.10 Transactions with Subsidiaries and Affiliates......................................................65

         6.11 Pension Plans......................................................................................65

         6.12 No Further Negative Pledges........................................................................65

7.       FINANCIAL COVENANTS.....................................................................................65

         7.1 Aggregate Tangible Net Worth........................................................................65

         7.2 Individual Borrower Tangible Net Worth..............................................................65

         7.3 Debt to Tangible Net Worth..........................................................................65

         7.4 Profitability.......................................................................................26

         7.5 Other Collateral....................................................................................65

8.       EVENTS OF DEFAULT.......................................................................................66

         8.1 Failure to Pay......................................................................................66

         8.2 Breach of Representations and Warranties, Affirmative, Negative or Financial Covenants..............66

         8.3 Breach of Other Covenants...........................................................................66

         8.4 Breach of Warranty..................................................................................66

         8.5 Breach Under Any Other Loan Document................................................................66

         8.6 Default Under Agreements with Other Persons.........................................................66

         8.7 Judgments...........................................................................................66

         8.8 Ownership...........................................................................................66

         8.9 ERISA Compliance....................................................................................66

         8.10 Insolvency; Receiver or Trustee....................................................................66

         8.11 Bankruptcy.........................................................................................67

         8.12 Security Interest..................................................................................67

         8.13 Cessation of Business..............................................................................67

         8.14 Material Adverse Change............................................................................67

         8.15 Attachments........................................................................................67

         8.16 Other Defaults.....................................................................................67

9.       LENDER'S RIGHTS AND REMEDIES UPON EVENT OF DEFAULT......................................................67

         9.1 Rights and Remedies.................................................................................67

         9.2 Power of Attorney...................................................................................68

         9.3. Payment of Expenses by Lender......................................................................69

         9.4 No Obligation to Pursue Others......................................................................69

         9.5 Compliance with Other Laws..........................................................................69

         9.6 Warranties..........................................................................................69

         9.7 Sales on Credit.....................................................................................69

         9.8 No Marshaling.......................................................................................69

         9.9 Government Consents.................................................................................69

         9.10 Lender's Liability for Collateral..................................................................69

         9.11 Waiver of Defaults.................................................................................70

         9.12 Remedies Cumulative................................................................................70

         9.13 Demand; Protest....................................................................................70

10.      MISCELLANEOUS PROVISIONS................................................................................70

         10.1 Failure or Indulgence Not Waiver...................................................................70

         10.2 Amendments and Waivers.............................................................................70

         10.3 Construction; Interpretation.......................................................................70

         10.4 Cumulative Effect; Conflict of Terms...............................................................71

         10.5 Counterparts; Entire Agreement.....................................................................71

         10.6 Lender's Expenses and Attorney's Fees..............................................................71

         10.7 Taxes and Fees.....................................................................................71

         10.8 Successors and Assigns; Participations; Disclosure.................................................71

         10.9 Applicable Law.....................................................................................71

         10.10 Notices...........................................................................................72

         10.11 Further Action....................................................................................72

         10.12 Severability......................................................................................72

         10.13 Reliance on and Survival of Various Provisions....................................................72

         10.14 Effective Upon Execution..........................................................................72

         10.15 Confidentiality...................................................................................72

         10.16 Time of the Essence...............................................................................73

         10.17  Joint and Several Liability......................................................................33

         10.18 Waiver of Jury Trial..............................................................................73

APPENDIX A......................................................................................................A-1

         GENERAL DEFINITIONS....................................................................................A-1

SCHEDULE 1......................................................................................................B-1

         LEASES, LOAN CONTRACTS AND RELATED PROPERTY............................................................B-1

Exhibit 1.......................................................................................................B-4

         Borrower's Report......................................................................................B-4

Exhibit 2.......................................................................................................B-6

         Promissory Note........................................................................................B-6

Exhibit 3.......................................................................................................B-8

         Compliance Certificate.................................................................................B-8

Exhibit 4......................................................................................................B-13

Borrowing Base/Eligible Borrowing Base Contract Aging Report...................................................B-13

</TABLE>


<PAGE>



                           LOAN AND SECURITY AGREEMENT

This Loan and Security Agreement is made and entered into as of May 30, 2002, by
and between ICON Cash Flow Partners L.P. Seven, a Delaware  limited  partnership
("Borrower  1"), ICON Income Fund Eight A L.P., a Delaware  limited  partnership
("Borrower  2"), ICON Income Fund Eight B L.P., a Delaware  limited  partnership
("Borrower  3"), on the one hand,  and  Comerica  Bank-California,  a California
banking  corporation  ("Lender"),  on the other hand.  Borrower  1,  Borrower 2,
Borrower 3 and all other Persons who are or hereafter  (with  Lender's  consent)
become  borrowers  under this Agreement are jointly and severally,  individually
and collectively,  referred to herein as "Borrower." Except as otherwise defined
herein,  initially  capitalized  terms used in this  Agreement have the meanings
assigned to them in Appendix A attached hereto.

Subject  to  the  terms  and  conditions   hereof,  and  in  reliance  upon  the
representations  and  warranties  made in,  this  Agreement  and the other  Loan
Documents, Lender shall make the Loans to Borrower as set forth below.

     In consideration of the mutual covenants and conditions hereof, the parties
agree as follows:

1.       AMOUNT AND TERMS OF CREDIT

         1.1......Revolving Line of Credit Commitment.

     1.1.1 Revolving Line of Credit. Subject to the terms and conditions of this
Agreement,  from time to time from the  Closing  Date to 4:00  p.m.,  California
time, on the Business Day immediately prior to the Revolving Loan Maturity Date,
Lender agrees,  upon Borrower's  request in accordance  with this Agreement,  to
make advances (each a "Revolving Loan," and collectively, the "Revolving Loans")
to Borrower in an aggregate amount outstanding not to exceed at any one time the
lesser of: (x) the Borrowing Base or (y) the Maximum Revolving Amount.

     If at any time or for any reason,  the outstanding  principal amount of the
Revolving  Loans issued by Lender  pursuant to this  Agreement  and  outstanding
shall exceed the lesser of: (x) the Borrowing Base or (y) the Maximum  Revolving
Amount,  Borrower shall pay to Lender, in cash, the amount of such excess within
5 days of the date such excess occurs.  Borrower shall not request any Revolving
Loan from Lender which, if made, issued or allowed,  would exceed the limits set
forth in this Section 1.1.1.

     Any commitment of Lender,  pursuant to the terms of this Agreement, to make
Revolving Loans shall expire at 4:00 p.m.,  California time, on the Business Day
prior to the Revolving  Loan Maturity  Date,  subject to Lender's right to renew
said commitment in its sole and absolute discretion at Borrower's  request.  Any
such renewal of said commitment shall not be binding upon Lender unless it is in
writing  and signed by an officer of Lender.  Provided  that no Event of Default
has  occurred  and is  continuing,  all or any  portion of the  Revolving  Loans
advanced  by  Lender  which  are  repaid  by  Borrower  shall be  available  for
reborrowing in accordance with the terms hereof.

     1.1.2 Revolving Loan Account; Use of Proceeds.  The amount and date of each
Revolving  Loan made by Lender to  Borrower  hereunder,  the amount from time to
time  outstanding,  the  applicable  interest rate in respect of each Loan,  the
amount and date of any  repayment  hereunder,  and the amount  allocable to each
Borrower  based on Loans to that Borrower and  repayments by that Borrower shall
be noted on Lender's books and records  ("Revolving Loan Account"),  which shall
be presumptive evidence thereof, absent manifest error; provided,  however, that
any  failure  by  Lender  to make any such  notation,  or any  error in any such
notation,  shall not relieve  Borrower of its  obligations  to pay to Lender all
amounts  owing to Lender  under or  pursuant to this  Agreement  and each of the
other Loan Documents, in each case, when due in accordance with the terms hereof
or  thereof.  Borrower  shall not use the  proceeds of  Revolving  Loans for any
purpose  other than (a) payment of the balance  owing to Lender on loans made by
Lender to Borrower 1 and Borrower 3 existing on the date hereof;  (b) payment of
the balance owing to Pullman Bank (not to exceed $2,600,000) on a line of credit
by  Pullman  Bank  to  Borrower  2  (provided  that  Pullman  Bank  prior  to or
concurrently  therewith  terminates the line of credit and its security interest
in property of Borrower 2 and delivers to Lender the original lease documents it
obtained as collateral to secure such line of credit); (c) payment of Borrower's
periodic cash flow needs,  including  modifications and upgrades to equipment in
the process of being sold or  released,  reduction of  non-recourse  borrowings,
making scheduled distributions to limited partners,  acquiring equipment subject
to  lease  or  similar  transactions  intended  for the  investment  account  of
Borrower, and for general working capital needs of Borrower.

     1.1.3  Requests  for  Revolving  Loans/Approval  by  Lender.  Requests  for
Revolving Loans hereunder shall be in writing duly executed by each Borrower, on
a Borrower's  Report in the form attached hereto as Exhibit 1, and shall contain
a certification:  (a)  demonstrating on a pro forma basis Borrower's  compliance
with  Section  1.1.1 and Section  1.1.2 after  taking into  account the proposed
borrowing  and  the  proposed  payment  terms  of the  Eligible  Borrowing  Base
Contracts or Eligible  Residual Values proposed to be financed by the borrowing,
(b)  describing in detail  satisfactory  to Lender the Eligible  Borrowing  Base
Contracts,  Eligible Residual Values,  and related equipment based on which such
Revolving Loan has been requested,  (c) certifying that the applicable contracts
are Eligible  Borrowing  Base  Contracts,  (d)  certifying  that  Borrower is in
compliance  with, and will continue to be in compliance  with upon the making of
the Revolving Loan, the terms and conditions of the Agreement, and (e) providing
such additional  information as is requested in the Borrower's Report.  Borrower
shall also state in writing to which Borrower the Revolving Loan is being made.

     Notwithstanding  any other provision contained herein or in any of the Loan
Documents,  Lender is under no obligation to make a Revolving  Loan with respect
to any lease or loan contract in which Borrower is not the lessor or lender,  as
the case may be. If Lender decides, in its sole and absolute discretion, to make
such a  Revolving  Loan,  it  shall  be on  such  terms  and  conditions  as are
acceptable to Lender.

     1.1.4 Revolving Loan Interest.  Borrower further promises to pay to Lender,
from the date of the advance of the initial Revolving Loan until all Obligations
are repaid in full and Lender has no further obligation to make Revolving Loans,
on or before the last day of each month,  interest on the unpaid  balance of the
Revolving  Loans at a fluctuating  rate of interest  equal to the Base Rate plus
1.0% per annum,  which rate shall vary  concurrently with any change in the Base
Rate.

         1.2......Interest Rates.

     1.2.1  Default  Rate.  Notwithstanding  anything to the  contrary set forth
herein,  upon the occurrence and during the continuation of an Event of Default,
all Obligations  shall bear interest at a rate equal to 3.00% per year in excess
of the rate  applicable  immediately  prior to the  occurrence  of the  Event of
Default,  and such rate of interest shall fluctuate thereafter from time to time
at the  same  time  and in the  same  amount  as  any  fluctuation  in the  rate
applicable immediately prior to such occurrence.  Such default interest shall be
payable on demand.

     1.2.2  Computation  of  Interest.  All  computations  of interest  shall be
calculated  on the basis of a year of three  hundred  sixty  (360)  days for the
actual days elapsed.  In the event that the Base Rate announced is, from time to
time,  changed,  adjustment in the rate of interest  payable  hereunder shall be
made as of 12:01a.m.  (California  time) on the effective  date of the change in
the Base  Rate.  Interest  shall  accrue  from the  Closing  Date to the date of
repayment of the Loans in  accordance  with the  provisions  of this  Agreement;
provided, however, if a Loan is repaid on the same day on which it is made, then
one (1) day's interest shall be paid on that Loan. Any and all interest not paid
when due shall, at Lender's option,  thereafter be deemed to be a Revolving Loan
made under Section  1.1.1 and shall bear interest  thereafter as provided for in
Subsection 1.1.4.

     1.2.3 Maximum  Interest Rate. In no event shall the interest rate and other
charges  hereunder  exceed the highest  rate  permissible  under any law which a
court of competent jurisdiction shall, in a final determination, deem applicable
hereto.  In the event that such a court  determines  that  Lender  has  received
interest and other  charges  hereunder in excess of the highest rate  applicable
hereto,  such  excess  shall  be  deemed  received  on  account  of,  and  shall
automatically be applied to reduce, the Obligations, other than interest, in the
inverse order of maturity,  and the provisions hereof shall be deemed amended to
provide  for  the  highest   permissible  rate.  If  there  are  no  Obligations
outstanding, Lender shall refund to Borrower such excess.

     1.3......Loan  Fees.  In addition to any other amounts due or to become due
under this Agreement concurrent with the execution hereof, Borrower shall pay to
Lender, the following fees:

     1.3.1  Facility Fee. A Facility Fee in the amount of  $75,000.00  per year,
payable in arrears in  installments  of $18,750.00  per quarter,  with the first
installment  in the amount of $18,750.00  to be paid on June 30, 2002,  and with
subsequent  installments to be paid on the last day of each  three-month  period
thereafter  (September 30, 2002,  December 31, 2002, etc.) through the Revolving
Loan  Maturity  Date of, if an  extension  of time  beyond  the  Revolving  Loan
Maturity Date for advances and  repayment is provided  pursuant to Section 1.11,
through the end of the extension period.

     1.3.2  Documentation  Fee,  Costs and  Expenses.  In  addition to any other
amounts  due,  or to become  due,  concurrently  with the  execution  hereof,  a
documentation  fee in the amount of  $500.00  and all other  costs and  expenses
(including   attorney's   fees)  incurred  by  Lender  in  the  negotiation  and
preparation  of this  Agreement  and the other Loan  Documents,  incurred in the
perfection of any security  interest granted to Lender by Borrower,  or incurred
by Lender in the negotiation and preparation of any  modification or restatement
of, or amendment to, this Agreement or any of the other Loan Documents.

     1.4......Late  Charges.  If  any  installment  payment,  interest  payment,
principal  payment or principal balance due under any of the Loans is delinquent
10 or more days, in addition to and not in substitution of Lender's other rights
and remedies with respect to such late payment,  Borrower agrees to pay Lender a
late charge in the amount of 5% of the payment so due and unpaid, in addition to
the payment. All payments,  at Lender's sole discretion,  shall be applied first
to any late  charges  owing,  then to  interest  and the  remainder,  if any, to
principal.

         1.5......Repayment.

     1.5.1 Payment on Revolving Loan Maturity Date.  Borrower promises to pay to
Lender the entire  outstanding  unpaid principal balance of the Loans,  together
with all accrued unpaid interest thereon and unpaid fees, costs,  expenses,  and
charges owing to Lender  pursuant to the Loan  Documents,  on the earlier of the
date otherwise due under this Agreement or the Revolving Loan Maturity Date.

     1.5.2 Optional Prepayment.  Borrower may, at its option,  prepay the Loans,
in whole or in part,  at any time  and  from  time to time  without  penalty  or
premium.

     1.5.3 Repayment Procedure.  All repayments of Loans (including  prepayments
and  payments of interest  and late charges with respect to Loans) shall be made
to Lender in immediately available funds. In the case of any repayment, Borrower
shall  designate to Lender the identity of the Borrower to whom the repayment is
to be allocated and the amount(s) being repaid. If Borrower fails to make such a
designation, Lender may apply the repayment in any manner it deems appropriate.

     1.6......Borrowing and Prepayment Notices. Borrower shall give Lender prior
written  notice of each  request  for the making of a Revolving  Loan  (each,  a
"Borrowing  Notice") or the  prepayment of a Revolving Loan (each, a "Prepayment
Notice") as follows:

     1.6.1 Each Borrowing  Notice and Prepayment  Notice shall be effective only
if actually received by Lender at the address set forth in Section 10.10 of this
Agreement not later than  11:00 a.m.,  Pacific time, on the date of the proposed
borrowing or prepayment, as the case may be.

     1.6.2 Each such Borrowing Notice or Prepayment Notice shall specify (i) the
amount  (subject to the  limitations set forth in this Agreement) to be borrowed
or  prepaid,  as the  case may be,  (ii) the  identity  of the  Borrower  who is
obtaining the Revolving  Loan or who is to be credited with the  prepayment,  as
the case may be, and (iii) the date of the borrowing or prepayment,  as the case
may be. Any such date shall be a Business Day.

     1.6.3 Lender  shall not incur any  liability to Borrower in acting upon any
telephonic  notice which  Lender  believes in good faith to have been given by a
Responsible  Officer of Borrower,  or for  otherwise  acting in good faith under
this Section 1.6, and in making any Loans pursuant to telephonic notice.

     1.6.4 Lender may, in its sole and absolute  discretion,  either require all
Borrowers  to join in any  request for a Loan or in any other  action  under the
Loan  Documents,  or act on the basis of a request  or action of any one or more
Borrower.

     1.6.5 So long as all of the  conditions for a borrowing of a Revolving Loan
set forth  herein have been  satisfied,  Lender  shall make the proceeds of such
Loan available to Borrower on the applicable borrowing date by transferring same
day  funds,  equal to the  amount  of such  Loan,  in  accordance  with  written
disbursement  instructions  given by Borrower to Lender,  in form and  substance
satisfactory to Lender and otherwise consistent with Section 1.1.

     1.7......Note.  Borrower  will  execute and deliver to Lender a  promissory
note  substantially in the form of Exhibit 2, with appropriate  insertions as to
payee,  date and principal amount (each, as amended,  supplemented,  replaced or
otherwise  modified  from time to time,  the  "Note"),  payable  to the order of
Lender and in a principal amount equal to the Maximum Revolving Amount. The Note
shall (x) be dated the Closing Date,  (y) be payable as provided  herein and (z)
provide  for the  payment  of  interest  in  accordance  with the  terms of this
Agreement.

     1.8......Payments on Non-Business Day. Whenever any payment to Lender under
the Loan Documents would otherwise be due (except by reason of  acceleration) on
a date that is not a Business Day, such payment shall instead be due on the next
Business Day, and additional fees or interest,  as the case may be, shall accrue
and be payable for the period of such extension.

     1.9......Collection  of  Payments.  All sums  payable by Borrower to Lender
under  or  pursuant  to this  Agreement  or any  other  Loan  Document,  whether
principal,  interest, or otherwise,  shall be paid, when due, directly to Lender
at the office of Lender  identified in Section 10.10,  in immediately  available
United States funds,  and without setoff,  deduction or  counterclaim.  Borrower
hereby authorizes Lender to collect all principal, interest, late charges, fees,
costs,  or expenses  due under this  Agreement or the other Loan  Documents,  as
follows:

     1.9.1  Automatic  Payments.  Borrower  authorizes  Lender to  automatically
deduct from deposit  account  number  1891551895  maintained  by Borrower 1 with
Lender the portion of the amount of  principal,  interest  and late  charges due
allocable to Borrower 1 (which  allocation shall be based on Loans to Borrower 1
and payments by Borrower 1). Borrower authorizes Lender to automatically  deduct
from deposit account number 1892184233  maintained by Borrower 2 with Lender the
portion of the amount of  principal,  interest and late charges due allocable to
Borrower 2 (which  allocation shall be based on Loans to Borrower 2 and payments
by Borrower 2). Borrower authorizes Lender to automatically  deduct from deposit
account  number  1891552869  maintained by Borrower 3 with Lender the portion of
the amount of  principal,  interest and late charges due allocable to Borrower 3
(which allocation shall be based on Loans to Borrower 3 and payments by Borrower
3). Lender may automatically  deduct from any account maintained by any Borrower
with Lender any other  amounts  owed by any Borrower to Lender and, if there are
insufficient funds in any of the above-referenced accounts to satisfy the amount
owed to Lender,  Lender may automatically deduct the deficiency from any account
maintained by any Borrower with Lender or an Affiliate of Lender.

     Should there be insufficient funds in any such account to pay all such sums
when  due,  the full  amount of such  deficiency  shall be  immediately  due and
payable by Borrower;  provided,  however,  that Lender shall not be obligated to
advance  funds to cover  any such  payment.  In  addition,  Borrower  authorizes
Lender,  at its sole option,  without  prior  notice to  Borrower,  to advance a
Revolving Loan for any payment due or past due hereunder,  including  principal,
interest or late  charges  owing of the Loans,  and to pay the  proceeds of such
Revolving Loan to Lender for application toward such due or past due payment.

     1.9.2 Other Payments. Any such amounts not collected in accordance with the
foregoing  instructions  may be paid in cash or  deducted  from  loan  proceeds;
provided,  however, that Lender shall not be obligated to advance funds to cover
payment of any such amount.

     1.10.....Receipt  of Payments by Lender.  Any payment by Borrower of any of
the Obligations made by mail will be deemed tendered and received by Lender only
upon  actual  receipt  thereof  by Lender  at the  address  designated  for such
payment,  whether or not Lender has  authorized  payment by mail or in any other
manner,  and such  payment  shall  not be  deemed  to have been made in a timely
manner  unless  actually  received  by Lender on or before the date due for such
payment, time being of the essence. Borrower expressly assumes all risks of loss
or liability  resulting  from  non-delivery  or delay of delivery of any item of
payment transmitted by mail or in any other manner.  Acceptance by Lender of any
payment in an amount less than the amount then due shall be deemed an acceptance
on account  only,  and any failure to pay the entire  amount then due within the
grace period set forth in Section 8.1 of this  Agreement  shall  constitute  and
continue to be an Event of Default  hereunder,  and at any time thereafter,  and
until the entire amount then due has been paid in full, Lender shall be entitled
to  exercise  any and all  rights  and  remedies  conferred  upon and  otherwise
available to Lender  hereunder or under any of the other Loan Documents upon the
occurrence and during the continuance of any such Event of Default. Prior to the
occurrence of any Event of Default  hereunder,  Borrower shall have the right to
direct  the  application  of any and all  payments  made to Lender  by  Borrower
hereunder to the  respective  Obligations.  Borrower  waives the right to direct
application  of any and all  payments  received  by Lender from and on behalf of
Borrower at any time or times after the occurrence  and during the  continuation
of any Event of  Default  hereunder.  Borrower  further  agrees  that  after the
occurrence and during the  continuation  of any Event of Default  hereunder,  or
prior to the occurrence of any Event of Default hereunder if Borrower has failed
to direct such application,  Lender shall have the continuing exclusive right to
apply and to  reapply  any and all  payments  received  by Lender at any time or
times hereafter,  whether as voluntary  payments,  proceeds from any Collateral,
offsets, or otherwise,  against the Obligations in such order and in such manner
as Lender may, in its sole discretion, deem advisable, notwithstanding any entry
by Lender upon any of its books and records.  Borrower hereby  expressly  agrees
that, to the extent that Lender  receives any payment or benefit of or otherwise
upon any of the Obligations,  and such payment or benefit,  or any part thereof,
is subsequently invalidated,  declared to be fraudulent or preferential,  or set
aside, or required to be repaid to a trustee, receiver, or other party under any
provision of the Bankruptcy Code or under any other state or federal law, common
law, or  equitable  cause,  then to the extent of such  payment or benefit,  the
Obligations,  or part  thereof,  intended to be  satisfied  shall be revived and
continued  in full force and effect as if such  payment or benefit  had not been
made by Borrower or received by Lender,  and,  further,  any such  repayment  by
Lender shall be added to and be deemed to be part of the Obligations.

         1.11  Extension of Time for Advances and Repayment.

     1.11.1 If Lender fails to give Borrower  written notice prior to six months
before the  Revolving  Loan  Maturity  Date of its  intention  not to extend the
Revolving Loan Maturity Date, then the date on which Lender's obligation to make
advances  (subject to the terms and conditions of the Loan  Documents)  shall be
extended to the earlier of the following: (a) 4:00 p.m., California time, on the
Business  Day  immediately  prior to the  date  that is 6  months  after  Lender
provides  Borrower  with  written  notice of its  intention  not to  extend  the
Revolving  Loan  Maturity  Date;  and (b) 4:00  p.m.,  California  time,  on the
Business Day immediately  prior to the date that is 6 months after the Revolving
Loan Maturity Date.

     1.11.2 If Lender fails to give Borrower  written notice prior to six months
before the  Revolving  Loan  Maturity  Date of its  intention  not to extend the
Revolving Loan Maturity Date, then the date on which amounts are due and payable
by Borrower on the Revolving Loan Maturity Date shall be extended to the earlier
of the  following:  (a) 6 months after  Lender  provides  Borrower  with written
notice of its intention not to extend the Revolving  Loan Maturity Date; and (b)
6 months after the Revolving Loan Maturity Date.  Notwithstanding the foregoing,
regardless  of  whether  Lender  has  provided  such  notice,  Borrower  remains
obligated to pay when  otherwise due all amounts  payable prior to the Revolving
Loan Maturity Date  (including but not limited to interest  payments and amounts
payable  as the result of an  acceleration  of the loan in  accordance  with the
Agreement).

     1.11.3  Regardless of whether  Lender has provided the notice  described in
Sections  1.11.1 or  1.11.2,  Lender  retains  all of the  rights  and  remedies
available to it if an Event of Default or Unmatured Event of Default occurs.

2.       CREATION OF SECURITY INTEREST

     2.1......Grant  of Security  Interest.  Borrower  hereby grants to Lender a
continuing security interest in all presently existing and hereafter acquired or
arising  Collateral  in  order  to  secure  prompt  repayment  of  any  and  all
Obligations and in order to secure prompt performance by Borrower of each of its
covenants and duties under the Loan Documents.  Lender's  security  interests in
the Collateral shall attach to all Collateral without further act on the part of
Lender or Borrower.

     Borrower acknowledges that Lender may place a "hold" on any Deposit Account
pledged as Collateral to secure the Obligations.  At any time until the full and
final payment of the  Obligations  and the  termination  of all  obligations  of
Lender  hereunder,  Lender may notify any  Account  debtor,  Lessee or Debtor of
Lender's security interest,  and verify with such Person information relating to
such Account,  Lease,  Loan Contract,  Indirect Lease or Indirect Loan Contract.
Notwithstanding  termination of this Agreement,  the security interest of Lender
shall remain in effect for so long as any  Obligations  are  outstanding  or any
loan facility in favor of Lender is in place.

     2.2......Authorization  to  File  Financing  Statements.   Borrower  hereby
irrevocably  authorizes  Lender at any time and from time to time to file in any
Uniform  Commercial  Code  jurisdiction  any initial  financing  statements  and
amendments  thereto  that (a) indicate  the  Collateral  (i) as to all assets of
Borrower or words of similar effect,  regardless of whether any particular asset
comprised in the  Collateral  falls within the scope of Article 9 of the Uniform
Commercial Code of the state or such jurisdiction,  or (ii) as being of an equal
or lesser scope or with greater  detail,  and (b) contain any other  information
required or authorized by part 5 of Article 9 of the Uniform  Commercial Code of
the state to be included in such  financing  statement  or  amendment.  Borrower
agrees to furnish any information needed or appropriate for the filing of such a
document  within three Business Days after request  therefore by Lender.  Lender
shall endeavor to provide  Borrower with a copy of any financing  statements and
amendments filed by it, but incurs no liability to Borrower,  and such financing
statements and amendments shall be effective, even if Lender fails to do so.

     2.3......Chattel  Paper. Borrower agrees to deliver to Lender the originals
of all Leases and Loan Contracts identified in Schedule 1 hereto, as well as any
other Leases and Loan Contracts  based upon which Lender makes a Revolving Loan,
as well as (when  Borrower was not the  original  lessor under such Lease or the
original lender under such Loan Contract) the originals of documents  reflecting
the transfer of the lessor's  interest in the Lease or lender's  interest in the
Loan Contract, and the related equipment,  to Borrower.  Upon request of Lender,
Borrower  will  deliver to Lender  any and all of the  documents  evidencing  or
constituting the Collateral,  and Borrower will note Lender's  interest upon any
and all chattel paper if not delivered to Lender for possession by Lender.

     2.4......Negotiable Collateral. In the event that any Collateral, including
proceeds,  is  evidenced  by or consists  of  Negotiable  Collateral,  Borrower,
promptly upon the request of Lender, shall (a) endorse or assign such Negotiable
Collateral  to  Lender,  (b)  deliver  physical  possession  of such  Negotiable
Collateral to Lender,  and (c) mark  conspicuously all of its records pertaining
to such Negotiable Collateral with a legend, in form and substance  satisfactory
to Lender  (and in the case of  Negotiable  Collateral  consisting  of  tangible
Chattel Paper, immediately mark all such Chattel Paper with a conspicuous legend
in form and substance  satisfactory  to Lender),  indicating that the Negotiable
Collateral is subject to the security interest granted hereby.

     2.5......Investment Property. If Borrower shall at any time hold or acquire
any  certificated  securities  that  constitutes   Collateral,   Borrower  shall
forthwith  endorse,  assign and deliver the same to Lender,  accompanied by such
instruments of transfer or assignment  duly executed in blank as Lender may from
time to time specify.  If any securities  now or hereafter  acquired by Borrower
are  uncertificated  and are issued to Borrower  or its nominee  directly by the
issuer  thereof,  Borrower shall promptly notify Lender thereof and, at Lender's
request and option,  pursuant to an agreement in form and substance satisfactory
to Lender, either (a) cause the issuer to agree to comply with instructions from
Lender as to such  securities,  without  further  consent  of  Borrower  or such
nominee,  or (b)  arrange  for  Lender to become  the  registered  owner of such
securities. If any securities, whether certificated or uncertificated,  or other
investment  property now or hereafter  acquired by Borrower are held by Borrower
or its nominee  through a securities  intermediary  or  commodity  intermediary,
Borrower  shall  promptly  notify  Lender  thereof and, at Lender's  request and
option,  pursuant to an agreement in form and substance  satisfactory to Lender,
either (i) cause such securities  intermediary or (as the case may be) commodity
intermediary  to agree to comply with  entitlement  orders or other  instruments
from  Lender to such  securities  intermediary  as to such  securities  or other
investment  property,  or (as the case may be) to apply any value distributed on
account of any  commodity  contract as  directed  by Lender to such  commodities
intermediary,  in each case without  further consent of Borrower or its nominee,
or (ii) in the case of  financial  assets  or  other  investment  property  held
through a securities intermediary,  arrange for Lender to become the entitlement
holder with respect to such investment property,  with Borrower being permitted,
only with consent of Lender,  to exercise  rights to withdraw or otherwise  deal
with such  investment  property.  Borrower  shall also execute  such  additional
agreements or instruments,  in form and substance  satisfactory to Lender,  with
respect to investment property, as Lender shall request.

     2.6......Delivery of Additional  Documentation Required. At any time at the
request of Lender,  Borrower shall execute and deliver to Lender,  all financing
statements,   continuation  financing  statements,   fixture  filings,  security
agreements,  pledges,  assignments,   endorsements  of  certificates  of  title,
applications for title,  affidavits,  reports,  notices,  schedules of accounts,
letters of authority,  powers of attorney,  and other  documents that Lender may
reasonably  request,  in form  satisfactory  to Lender,  to perfect and continue
perfected  Lender's  security  interests in the  Collateral,  in order to enable
Lender to enforce its rights and remedies under the Loan Documents, and in order
to  fully  consummate  all of  the  transactions  contemplated  under  the  Loan
Documents.  Borrower hereby appoints Lender as its irrevocable  attorney-in-fact
for the  purpose  of  executing  any  documents,  or taking  any  other  action,
necessary or appropriate to perfect, or continue the perfection of, the security
interest  granted in this Agreement,  with Lender being authorized to act in its
own name or in the name of Borrower.  Lender shall endeavor to provide  Borrower
with  notice  and a copy of any  documents  executed  and  other  actions  taken
pursuant  to the  appointment  of  Lender  as its  attorney-in-fact  made in the
preceding  sentence,  but incurs no liability to Borrower,  and the execution of
such  documents and such actions shall be effective,  even if Lender fails to do
so.

     2.7......Right to Inspect. Lender (through any of its officers,  employees,
or agents) shall have the right, upon reasonable prior notice, from time to time
during  Borrower's  usual business hours, no less frequently than  semi-annually
(or at any time and without notice  required if an Event of Default has occurred
and is  continuing),  to inspect and audit  Borrower's  Books and to make copies
thereof and to check,  test,  and  appraise  the  Collateral  in order to verify
Borrower's financial condition or the amount,  condition of, or any other matter
relating to, the Collateral. Borrower shall pay all reasonable expenses incurred
by Lender with respect to such inspection and audit.

     2.8......Bailees  and Other Third Parties in Possession.  In the event that
any Collateral is in the  possession of a third party,  Borrower shall join with
Lender in notifying such third party of Lender's security interest and obtaining
an  acknowledgment  from such third party that it is holding such Collateral for
the benefit of Lender.

     2.9......Control  Agreements.  Borrower  shall  cooperate  with  Lender  in
obtaining a control agreement in form and substance  satisfactory to Lender with
respect to all Deposit Accounts,  electronic Chattel Paper, Investment Property,
Letter of Credit Rights, or other property that constitutes Collateral for which
a control agreement is a necessary or appropriate means of perfecting a security
interest.

     2.10.....Ownership  of Collateral.  Borrower shall, upon request by Lender,
promptly inform Lender which Borrower owns each item of Collateral that has been
pledged to Lender and provide such documents as Lender may reasonably request to
support such a statement.

3.       CONDITIONS PRECEDENT

     3.1......Conditions  Precedent to Initial Loan. Lender's obligation to make
the initial Loan is subject,  in addition to any other  conditions  specified in
this  Agreement,  to the  fulfillment,  to the  satisfaction  of Lender  and its
counsel, of each of the following conditions:

     3.1.1 Note.  Lender  shall have  received an original,  executed  Note from
Borrower,  pursuant to Section 1.7 of this  Agreement,  in the form of Exhibit 2
hereto, and duly completed.

     3.1.2  Financing  Statements  and Perfection of Security  Interest.  Lender
shall have received original UCC financing statements,  in each case in form and
substance  satisfactory  to Lender,  covering the  Collateral  (and  executed by
Borrower and any grantor of a security interest in Collateral if so requested by
Lender),  and such UCC financing statements have been filed with the appropriate
official of the state where the Borrower and each grantor of a security interest
is located  and/or any other state or county in which  Lender has  required  the
filing of a UCC financing  statement,  describing all personal property which is
collateral  for the Loan;  and all other actions have been taken,  and documents
provided to Lender, as are necessary or appropriate to perfect Lender's security
interest in the Collateral.

     3.1.3 Search Results.  Lender shall have received  Uniform  Commercial Code
and other public  record  searches with respect to Borrower and any grantor of a
security interest, in each case in form and substance satisfactory to Lender.

     3.1.4  Due  Diligence.  Lender  shall  have  completed  its  due  diligence
requirements  with respect to Borrower,  including  audits,  financial and legal
survey, review of Borrower's formation and authorization documents.

     3.1.5  Insurance.  Borrower  shall have  delivered  to Lender  satisfactory
evidence of insurance  coverage  required by the Loan Documents,  covering risks
and issued by companies  satisfactory to Lender,  in each case including,  where
required by Lender,  certified  copies of the  policies of  insurance  therefor,
together  with  endorsements  thereto,  and where  required  by  Lender,  with a
lender's  loss payable  endorsement  form 438BFU or other form of lender's  loss
payable  endorsement  satisfactory  to Lender,  in favor of Lender as additional
loss  payee  thereunder,   in  form,   substance,   amount  and  covering  risks
satisfactory  to Lender,  and  specifying  that the insurer shall give Lender at
least 30 days prior written notice of the  cancellation  of any such policies of
insurance for any reason.  This Section 3.1.5 does not require  Borrower to have
Lender added as a loss payee or  additional  insured on  insurance  policies for
Revolving Loan Contracts.

     3.1.6 Organizational Documents. Borrower and its general partner shall have
delivered to Lender certified copies of the certificates of limited partnership,
partnership agreements, articles of incorporation, bylaws or similar document of
Borrower  and  its  general  partner,   in  each  case  in  form  and  substance
satisfactory to Lender.

     3.1.7  Authorizations.  Lender shall have received  certified copies of all
action taken by Borrower to authorize the execution, delivery and performance of
the Loan Documents.

     3.1.8 Good Standing.  Lender shall have received good standing certificates
from the  appropriate  secretary of state of the state in which Borrower and its
general partner are organized and in each state in which Borrower is required to
be qualified to do business.

     3.1.9  Executed  Agreement.  Lender shall have received an original of this
Agreement  and all other  Loan  Documents  to which  Borrower  is a party,  duly
executed by Borrower.

     3.1.10  Certificates  of Title.  Lender shall have  received  duly executed
certificates  of title with  respect to that portion of the  Collateral  that is
subject to certificates of title.

     3.1.11  Collateral  Access  Agreements.  Lender  shall have  received  such
collateral access agreements from each lessor,  warehouseman,  bailee, and other
Person as Lender may require, in form and substance satisfactory to Lender.

     3.1.12  Control  Agreements.   Lender  shall  have  received  such  control
agreements  from each  Person  as  Lender  may  require,  in form and  substance
satisfactory to Lender.

     3.1.13 Payment of Borrower 1 and Borrower 3 Indebtedness.  All indebtedness
owed by Borrower 1 and  Borrower 3 to Lender as of the date hereof and as of the
date of the initial Loan hereunder shall have been paid in full, either prior to
or concurrently with, the making of the initial Loan hereunder.

     3.1.14 Payment of All Fees and Expenses. Lender shall have received payment
of all fees payable on the Closing Date in  accordance  with the  provisions  of
this Agreement,  including but not limited to the Commitment Fee,  together with
all Lender expenses owing on the Closing Date.

     3.1.15  Opinion of Counsel.  Lender shall have  received an opinion  letter
from Borrower's counsel, in form and substance satisfactory to Lender.

     3.1.16 Contribution  Agreement.  The contribution  agreement referred to in
Section 5.18 of this  Agreement  shall have been executed by each Borrower and a
copy thereof shall have been delivered to Lender.

     3.1.17 Material Adverse Change.  No event that has resulted or could result
in a Material Adverse Change shall have occurred, as determined by Lender in its
sole discretion.

     3.1.18  Additional  Documents.  Lender  shall have  received all such other
agreements, instruments and documents as Lender may reasonably deem necessary or
desirable.

     3.2......Conditions  Precedent to All Loans.  Lender's  obligation  to make
each Loan is  subject,  in addition to any other  conditions  specified  in this
Agreement, to the fulfillment, to the satisfaction of Lender and its counsel, of
each of the following conditions:

     3.2.1  Borrowing  Request.  With respect to each Loan or other extension of
credit hereunder,  Lender shall have received a Borrower's Report,  executed and
completed to Lender's satisfaction.

     3.2.2  Representations  and  Warranties.  Each of the  representations  and
warranties  contained in this  Agreement and the other Loan  Documents  shall be
true and  correct  in all  respects  on and as of the date of such Loan or other
extension of credit, as though made on and as of such date (except to the extent
that such representations and warranties relate solely to an earlier date).

     3.2.3  Defaults.  No Event of Default or Unmatured  Event of Default  shall
occur,  or shall have occurred and be continuing,  on the date of such extension
of credit, nor shall either result from the making thereof.

     3.2.4 Additional Documents. Lender shall have received such other documents
and information as Lender may reasonably deem necessary.

4.       REPRESENTATIONS AND WARRANTIES OF BORROWER

In order to  induce  Lender  to enter  into this  Agreement  and to make  Loans,
Borrower  makes the  following  representations  and  warranties to Lender which
shall be true, correct,  and complete in all respects as of the Closing Date and
at, and as of, the date of the  making of each Loan made  thereafter  (except to
the extent that such  representations and warranties relate solely to an earlier
date):

     4.1......Existence  and Rights.  Borrower 1 is a limited partnership,  duly
organized  and  existing  and in good  standing  under  the laws of the state of
Delaware,  which  shall  survive at least two years  beyond the  maturity of any
Loans  hereunder.  Borrower  2 is a  limited  partnership,  duly  organized  and
existing and in good  standing  under the laws of the state of  Delaware,  which
shall  survive at least two years  beyond the  maturity of any Loans  hereunder.
Borrower 3 is a limited  partnership,  duly  organized  and existing and in good
standing  under the laws of the state of Delaware,  which shall survive at least
two  years  beyond  the  maturity  of any  Loans  hereunder.  Each  Borrower  is
authorized and in good standing in the state of its formation. Each Borrower has
the appropriate powers and adequate authority,  rights,  licenses and franchises
to own its property and to carry on its business as now  conducted,  and is duly
qualified,  in good standing and has all licenses necessary in California and in
each state in which the character of the  properties  owned by it therein or the
conduct of its business makes such  qualification  or licenses  necessary.  Each
Borrower  has the power and adequate  authority to execute,  deliver and perform
this Agreement and the other Loan Documents.

     4.2......Agreement  Authorized. The execution,  delivery and performance of
this Agreement and the Loan Documents are duly authorized and do not require any
registration with, consent or approval of, or notice to, or other action with or
by,  any  governmental   body  or  other  regulatory   authority;   are  not  in
contravention  of or in  conflict  with  any law or  regulation  or any  term or
provision  of Borrower  1's  partnership  agreement,  Borrower  2's  partnership
agreement,  Borrower 3's partnership agreement,  or similar document as the case
may be,  and this  Agreement  and each of the other Loan  Documents  is a valid,
binding and legally  enforceable  obligation of each Borrower in accordance with
its terms,  subject only to  bankruptcy,  insolvency  or similar laws  affecting
creditors' rights generally.

     4.3......No  Conflict.  The  execution,  delivery and  performance  of this
Agreement  and the Loan  Documents  are not in  contravention  of or in conflict
with, and do not result in a breach or constitute a default under any agreement,
contract,  indenture,  instrument or undertaking to which Borrower is a party or
by which it or any of its property  may be bound or  affected,  and do not cause
any Lien,  charge or other  encumbrance  to be created or imposed  upon any such
property  by reason  thereof.  Borrower is not in default  under any  agreement,
contract,  indenture,  instrument or undertaking to which Borrower is a party or
by which it may be bound,  which  default  could  result in a  Material  Adverse
Change.

     4.4......Litigation.  There is no litigation or other proceeding pending or
threatened  against or  affecting  Borrower  which if  determined  adversely  to
Borrower or its interest could result in a Material Adverse Change, and Borrower
is not in default with respect to any order, writ, injunction,  decree or demand
of any court or other governmental or regulatory authority.

     4.5......Financial Condition. All financial statements,  balance sheets and
profit and loss  statements  related to  Borrower,  that have been  delivered by
Borrower to Lender fairly present in all material respects Borrower's  financial
condition as of the date thereof and Borrower's  results of operations,  for the
period then ended.  Said statements and all other  statements and data submitted
in writing by Borrower to Lender in connection  with this request for credit are
true and  correct,  and each said  balance  sheet and profit and loss  statement
fairly  presents the financial  condition of Borrower as of the date thereof and
the  results of the  operations  of  Borrower  for the period  covered  thereby,
consistently  applied, and has been prepared in accordance with GAAP (subject to
year-end adjustments in the case of interim reports).  Borrower has no knowledge
of any liabilities,  contingent or otherwise,  at such date not reflected in its
balance  sheet,  and Borrower has not entered  into any special  commitments  or
substantial  contracts that are not reflected in said balance sheet or that have
resulted  or could  result in a Material  Adverse  Change.  There has not been a
Material Adverse Change in the financial condition of Borrower since the date of
the most recent of such financial statements submitted to Lender on or about the
date of this Agreement.

     4.6......Title to Assets.  Borrower has the power and authority to transfer
and pledge its assets  (including  the  Collateral),  and  Borrower has good and
indefeasible  title to its assets (including the Collateral),  free and clear of
any Liens or restrictions, except for Permitted Liens.

     4.7......Name;  State of  Formation;  Location of Chief  Executive  Office.
Borrower has not done business  under any name other than that  specified on the
signature page hereof. Each Borrower is organized under the laws of the State of
Delaware.  The chief executive office of Borrower 1 is located in New York City,
New York; Borrower 1's Organizational Identification Number is 2509766. Borrower
1's Tax  Identification  Number is  13-3835387.  The chief  executive  office of
Borrower 2 is located in New York City,  New York.  Borrower 2's  Organizational
Identification  Number is 2755654.  Borrower  2's Tax  Identification  Number is
13-4006824.  The chief  executive  office of  Borrower  3 is located in New York
City, New York.  Borrower 3's Organizational  Identification  Number is 3172491.
Borrower 3's Tax Identification Number is 13-4101114. The chief executive office
of Borrower 3 is located in New York City, New York.

     4.8......General Partner. ICON Capital Corp. is the sole general partner of
each Borrower.  ICON Capital Corp. is a corporation  duly organized and existing
and in good standing  under the laws of the state of  Connecticut.  ICON Capital
Corp. has the appropriate powers and adequate  authority,  rights,  licenses and
franchises  to own its property  and to carry on its business as now  conducted,
and is duly  qualified,  in good  standing  and has all  licenses  necessary  in
California and in each state in which the character of the  properties  owned by
it therein or the conduct of its business makes such  qualification  or licenses
necessary.  ICON Capital Corp. has the power and adequate  authority to make and
carry out this Agreement and the other Loan Documents in its capacity as general
partner of each Borrower.

     4.9......Subsidiaries.   Borrower  does  not  own  any  Stock,  partnership
interest or other equity  securities of any Person that is a Subsidiary,  except
as follows:  (a) such ownership as has been disclosed by Borrower in a Form 10-Q
or a Form 10-K filed with the U.S.  Securities and Exchange  Commission;  or (b)
such  Subsidiary was formed and is operated in the ordinary course of Borrower's
business as heretofore  conducted,  or will be formed for such purposes;  or (c)
such  Subsidiary  whose  ownership  has been  disclosed by Borrower to Lender in
writing.

     4.10.....Tax  Status.  Borrower  has  filed or  caused  to be filed all tax
returns  required  to be  filed  by  Borrower,  and  has no  liability  for  any
delinquent  state,  local or federal taxes, and, if Borrower has contracted with
any government agency, Borrower has no liability for renegotiation of profits.

     4.11.....Trademarks,  Trade Names, Copyrights, Patents. Borrower, as of the
date hereof,  possesses  all  necessary  trademarks,  trade  names,  copyrights,
patents,  patent  rights,  and licenses to conduct its business as now operated,
without any known conflict with the valid trademarks,  trade names,  copyrights,
patents and license rights of others.

     4.12.....Regulatory  Compliance. Borrower is not an "investment company" or
a company  "controlled"  by an  "investment  company"  within the meaning of the
Investment Company Act of 1940. Borrower is not engaged  principally,  or as one
of its important activities, in the business of extending credit for the purpose
of purchasing or carrying  margin stock (within the meaning of  Regulations T, U
and X of the Board of Governors  of the Federal  Reserve  System).  Borrower has
complied  with all the  provisions  of the  Federal  Fair Labor  Standards  Act.
Borrower has not violated any statutes,  laws, ordinances or rules applicable to
it,  violation of which could result in a Material  Adverse Change.  None of the
proceeds of any  Revolving  Loan shall be used to purchase or carry margin stock
(as defined in  Regulation U of the Board of  Governors  of the Federal  Reserve
System).

     4.13.....ERISA.  All  defined  benefit  pension  plans  as  defined  in the
Employees  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  of
Borrower meet, as of the date hereof,  the minimum funding  standards of Section
302 of ERISA. No Reportable Event or Prohibited  Transaction as defined in ERISA
has occurred  with respect to any such plan, or any other failure by Borrower to
comply with ERISA that is reasonably  likely to result in  Borrower's  incurring
any liability that could result in a Material Adverse Change.

     4.14.....Solvency,  Payment of Debts.  Borrower  is solvent and able to pay
its debts  (including  trade debts) as they  mature.  No transfer of property is
being made by  Borrower  and no  obligation  is being  incurred  by  Borrower in
connection  with the  transactions  contemplated  by this Agreement or the other
Loan  Documents with the intent to hinder,  delay,  or defraud either present or
future creditors of Borrower.

     4.15.....Full  Disclosure.  No representation,  warranty or other statement
made by Borrower in any  certificate  or written  statement  furnished to Lender
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements contained in such certificates or
statements not misleading.

     4.16.....Enforceability;  Priority of Security Interest. (i) This Agreement
creates a security interest in favor of Lender which is enforceable  against all
Collateral in which Borrower now has rights and will create a security  interest
which is enforceable against all Collateral in which Borrower hereafter acquires
rights  at the time  Borrower  acquires  any such  rights,  with  such  security
interest  being  perfected to the extent  perfection  may be obtained  under the
applicable  state's Uniform Commercial Code (or if perfection may be obtained by
some other  means,  in  accordance  with those  other means if so  requested  by
Lender);  and (ii)  Lender  has a  perfected  first-priority  security  interest
(regardless  of whether the  appropriate  method to perfect is under the Uniform
Commercial Code or by another means) in the Collateral  described in Schedule 1,
and shall have a perfected,  first-priority  security  interest  (regardless  of
whether the appropriate  method to perfect is under the Uniform  Commercial Code
or by another  means) in any  Collateral  based upon  which  Lender  previously,
concurrently  herewith or hereafter makes a Revolving Loan (with such perfected,
first priority security interest commencing at or before the time such Revolving
Loan is  made);  in each  case  securing  the  payment  and  performance  of the
Obligations.  Except for Liens in favor of Lender and Permitted Liens, there are
no Liens  against the  Collateral  described in Schedule 1 or in any  Collateral
based upon which Lender makes a Revolving Loan, or the equipment related thereto
(except that Borrower shall have a perfected first-priority security interest in
the equipment subject to the applicable Loan Contracts).

     4.17.....Enforceability   of  Collateral.  To  the  extent  the  Collateral
consists  of  Accounts,   Chattel  Paper,  Leases,  Loan  Contracts  or  General
Intangibles, Borrower, after conducting commercially reasonable due diligence at
the time of  acquisition,  is  informed  and  believes  that the  Collateral  is
enforceable  in  accordance  with its  terms,  is  genuine,  and  complies  with
applicable  laws  concerning  form,   content  and  manner  of  preparation  and
execution,  and all Persons  appearing to be obligated  on the  Collateral  have
authority  and capacity to contract and are in fact  obligated as they appear on
the  Collateral,  and  Borrower  has no  information  that any  Person  contends
otherwise.  Borrower,  after conducting commercially reasonable due diligence at
the time of  acquisition,  is informed and believes that all Indirect Leases and
Indirect Loan  Contracts are  enforceable  in accordance  with their terms,  are
genuine,  and comply with applicable laws concerning form, content and manner of
preparation  and  execution,  and all Persons  appearing  to be obligated on the
Collateral  have authority and capacity to contract and are in fact obligated as
they appear  thereon,  and Borrower has no information  that any Person contends
otherwise.

     4.18.....Other  Financing  Statements.  Other  than  financing  statements,
pledge documents,  deeds of trust and mortgages in favor of Lender and financing
statements,  deeds of trust and mortgages  filed or recorded in connection  with
Permitted Liens, no effective  financing  statement,  pledge  document,  deed of
trust or mortgage  naming  Borrower  as debtor,  assignor,  grantor,  mortgagor,
pledgor,  trustor or the like and covering all or any part of the  Collateral is
on file in any filing or recording office in any jurisdiction.

     4.19.....Environmental  Representations.  Borrower  has  not  received  any
notice of any violation of any Environmental Law(s); and Borrower is not a party
to any  litigation  or  administrative  proceeding,  nor,  so far as is known by
Borrower,  is any litigation or  administrative  proceeding  threatened  against
Borrower which,  in any case, (i) asserts or alleges that Borrower  violated any
Environmental Law(s), (ii) asserts or alleges that Borrower is required to clean
up, remove,  or take any other remedial or response  action due to the disposal,
depositing,  discharge,  leaking or other release of any hazardous materials, or
(iii)  asserts or alleges  that  Borrower is required to pay all or a portion of
any past,  present or future  clean-up,  removal or other  remedial  or response
action which arises out of or is related to the disposal, depositing, discharge,
leaking or other  release of any  hazardous  materials by  Borrower,  and which,
either  singularly  or in the  aggregate,  could  constitute a Material  Adverse
Change.

     4.19.1  Existing  Conditions.   To  Borrower's  knowledge,   there  are  no
conditions   existing   currently  which  could  subject  Borrower  to  damages,
penalties,   injunctive   relief  or  clean-up   costs   under  any   applicable
Environmental  Law(s),  or which require,,  or are likely to require,  clean-up,
removal,   remedial  action  or  other  response   pursuant  to  any  applicable
Environmental  Law(s) by Borrower,  and which, in any case, either singularly or
in aggregate, could constitute a Material Adverse Change.

     4.19.2 Existing  Orders.  Borrower is not subject to any judgment,  decree,
order, or citation related to or arising out of any Environmental Law(s), which,
either  singularly  or in the  aggregate,  could  constitute a Material  Adverse
Change; and, to Borrower's  knowledge Borrower has not been named or listed as a
potentially  responsible  party by any governmental body or agency in any matter
arising under any applicable Environmental Law(s).

     4.19.3 Permits..  Borrower has all material permits, licenses and approvals
required under applicable  Environmental Laws, where the failure to so obtain or
maintain any such  permits,  licenses or approvals  could  constitute a Material
Adverse Change.

     ..................4.19.4  Leases and Loan  Contracts  Subject to  Revolving
Loans.  The Leases and Loan Contracts listed in Schedule 1, and any other Leases
and Loan  Contracts  based upon which  Lender  makes a Revolving  Loan,  and the
equipment  subject  thereto,  never have been, and never will be so long as this
Agreement   remains  a  Lien  on  the  Collateral,   used  for  the  generation,
manufacture, storage, transportation, treatment, disposal, release or threatened
release of any hazardous  waste or substance,  as those terms are defined in the
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and  Reauthorization  Act of 1986,  Pub. L. No. 99-499  ("SARA"),  the Hazardous
Materials  Transportation  Act, 49 U.S.C.  Section  1801 et seq.,  the  Resource
Conservation  and Recovery Act, 42 U.S.C.  Section  6901, et seq.,  Chapters 6.5
through 7.7 of Division 20 of the  California  Health and Safety  Code,  Section
25100, et seq., or other applicable state or Federal laws, rules, or regulations
adopted pursuant to any of the foregoing.  This representation and warranty does
not apply,  however,  to equipment in the  possession of a Lessee  pursuant to a
Lease or a Debtor  pursuant to a Loan  Contract,  but  Borrower  represents  and
warrants  that, in such case, it either (a) has no knowledge that such equipment
has been used in such manner and shall use reasonable efforts to assure that the
Lessee and Debtor does not use the equipment in such manner; or (b) has obtained
an indemnity  agreement from such Lessee or Debtor from any loss or damages that
may arise if such equipment has been used in the manner described above.

     The terms "hazardous  waste" and "hazardous  substance" shall also include,
without limitation,  petroleum and petroleum by-products or any fraction thereof
and asbestos.  The representations and warranties  contained herein are based on
Borrower's due diligence in  investigating  the Collateral for hazardous  wastes
and  substances.  Borrower  hereby (a)  releases  and  waives any future  claims
against  Lender for  indemnity or  contribution  in the event  Borrower  becomes
liable  for  cleanup  or other  costs  under any such  laws,  and (b)  agrees to
indemnify  and hold  harmless  Lender  against  any and all  claims  and  losses
resulting from any Collateral  being used by any Person other than Lender in the
manner  identified in the first sentence of this subsection.  This obligation to
indemnify shall survive the repayment of the Revolving Loans and the termination
of this Agreement.

     4.20.....Inventory  Records.  Borrower  keeps correct and accurate  records
itemizing and describing the kind, type,  quality and quantity of the Inventory,
and Borrower's cost therefor.

     4.21.....Commissions  Due to  Brokers.  No broker has been  engaged in this
transaction  and  no  commission  is  due  to a  broker  with  respect  to  this
transaction.

     4.22.....Benefit  to All  Borrowers.  The  co-borrowing  arrangement as set
forth in the Loan  Documents is of benefit to all Borrowers  regardless of which
Borrower is the actual  recipient of Loans made by Lender or the amount of Loans
received  by each  Borrower  in that,  among  other  reasons,  the  co-borrowing
arrangement  enables each Borrower to enter into larger  transactions  than such
Borrower  would  be able  to  enter  into if  separate  credit  facilities  were
established for each Borrower.  Furthermore,  the  co-borrowing  arrangement was
established at the request of each Borrower.

     4.23.....Consultation  with Counsel. Borrowers are represented by, and have
consulted  with, an attorney or attorneys in connection  with the Loan Documents
and the transactions contemplated thereby.

5.       AFFIRMATIVE COVENANTS OF BORROWER

     Borrower  agrees that until the full and final  payment of the  Obligations
and the termination of all obligations Lender hereunder, and unless Lender shall
otherwise consent in writing, Borrower shall do each of the following:

     5.1......Rights   and   Facilities.   Maintain  and  preserve  all  rights,
franchises, qualifications, licenses, approvals and other authority adequate for
the conduct of its business;  maintain its properties,  equipment and facilities
in good order and repair;  conduct its  business  in an orderly  manner  without
voluntary interruption and maintain and preserve its legal existence.

     5.2......Use  of Proceeds.  Use the proceeds of the Loans only for purposes
authorized in Article 1 hereof.

     5.3......Insurance.  Maintain insurance coverage on its physical assets and
against  other  business  risks  in  such  amounts  and  of  such  types  as are
customarily carried by companies similar in size and nature (including,  without
limitation,  loss of rent and/or business  interruption  insurance),  and in the
event  of  acquisition  of  additional  property,  real or  personal,  or of the
incurrence of additional risks of any nature,  increase such insurance  coverage
in such  manner and to such  extent as prudent  business  judgment  and  present
practice would dictate;  and in the case of all policies covering  Collateral or
property in which Lender shall have a security  interest of any kind whatsoever,
other than those policies protecting against casualty  liabilities to strangers,
all such insurance policies shall provide that the loss payable thereunder shall
be payable to Borrower (or other Person providing Collateral hereto) and Lender,
with  mortgagee's  clauses in favor of and  satisfactory  to Lender for all such
policies,  and such policies shall also provide that they may not be canceled or
changed  without 30 days' prior  written  notice to Lender.  Upon the request of
Lender,  all of said policies,  or copies  thereof,  including all  endorsements
thereon and those  required  hereunder,  shall be deposited  with  Lender.  This
Section  5.3 does not require  Borrower to have Lender  added as a loss payee or
additional insured on insurance policies for Revolving Loan Contracts.

     5.4......Taxes  and Other  Liabilities.  Pay and discharge,  or cause to be
paid and  discharged,  before the same become  delinquent  and before  penalties
accrue thereon, all taxes,  assessments and governmental charges upon or against
it or any of its properties, and all its other liabilities at any time existing,
except to the extent and so long as:  (a) the same are being  contested  in good
faith  and by  appropriate  proceedings  in  such  manner  as not to  cause  any
materially adverse effect upon its financial  condition or the loss of any right
of redemption from any sale thereunder; and (b) Borrower shall have set aside on
its books reserves  (segregated to the extent  required by GAAP) deemed by it to
be adequate with respect thereto. Notwithstanding the foregoing, if a Lessee has
defaulted on its obligation to pay taxes owed with respect to leased  equipment,
this Section 5.4 does not require Borrower to pay and discharge,  or cause to be
paid and discharged, those taxes.

     5.5......Records  and  Reports.  Maintain a standard  and modern  system of
accounting in accordance  with GAAP;  permit  Lender's  representatives  to have
access to, and to examine its  properties,  books and records at all  reasonable
times and upon  reasonable  notice during  normal  business  hours,  and furnish
Lender with copies  thereof as often as Lender may reasonably  request.  Furnish
Lender:

     5.5.1 Quarterly Financial Statement As soon as available,  and in any event
within 45 days after the close of each  quarter of each  fiscal year of Borrower
(or  within 75 days  after  the close of each  quarter  of each  fiscal  year of
Borrower  if  Borrower  has  obtained a  corresponding  extension  of the filing
deadline  from the U.S.  Securities  and  Exchange  Commission):  a copy of each
Borrower's Form 10-Q filed with the U.S.  Securities and Exchange  Commission or
any  governmental  authority  at any time  substituted  therefor,  covering  the
applicable quarter, which filing Borrower promises to make on a timely basis. If
Borrower obtains an extension of the filing  deadline,  it shall promptly notify
Lender  thereof and  provide  Lender  with a copy of a document  reflecting  the
extension.

     5.5.2 Annual Financial  Statement.  As soon as available,  and in any event
within 120 days after and as of the close of each  fiscal  year of  Borrower,  a
copy of each Borrower's  Form 10-K report as filed with the U.S.  Securities and
Exchange  Commission  or any  governmental  authority  at any  time  substituted
therefor, covering the applicable fiscal year, which filing Borrower promises to
make on a timely basis.

     5.5.3 Borrowing  Base/Eligible Borrowing Base Contract Aging Report. Within
15  days  after  each   month-end,   deliver  to  Lender  a  monthly   Borrowing
Base/Eligible  Borrowing  Base Contract  Aging Report,  in the form of Exhibit 4
attached hereto, providing information as of the last day of the preceding month
and certified by an  authorized  signer of Borrower.  Borrower  shall provide in
that report a statement  of the  Tangible  Net Worth of each  Borrower as of the
last day of the  preceding  month (if the exact  amount is not  known,  Borrower
shall provide an estimate) and such other information as is requested in Exhibit
4.

     5.5.4 Audit Reports. Promptly after the receipt thereof by Borrower, copies
of any detailed audit reports  submitted to Borrower by independent  accountants
in  connection  with each  annual or interim  audit of the  accounts of Borrower
performed by such accountants;

     5.5.5  Compliance  Certificate.  At the  earlier of the date a Form 10-Q or
Form 10-K required under Section 5.5.1 or Section 5.5.2 is due or is provided by
Borrower to Lender, a Compliance  Certificate of the chief financial  officer of
Borrower's general partner,  in the form of Exhibit 3, stating that Borrower has
performed and observed each and every covenant contained in this Agreement to be
performed  by it and that no event has  occurred  and no  condition  then exists
which  constitutes an Event of Default or Unmatured  Event of Default  hereunder
or, if any such event has occurred or any such condition exists,  specifying the
nature thereof.

     5.5.6 Other  Information.  Such other information and documents relating to
the affairs of Borrower or the Collateral as Lender may reasonably  request from
time to time.

     5.6......ERISA.  Cause all defined  benefit  pension  plans,  as defined in
ERISA,  of Borrower  to, at all times,  meet the minimum  funding  standards  of
Section  302 of  ERISA,  and  ensure  that no  Reportable  Event  or  Prohibited
Transaction, as defined in ERISA, shall occur with respect to any such plan.

     5.7......Laws.  At all times comply with,  or cause to be complied,  in all
material respects,  with, all laws,  statutes,  rules,  regulations,  orders and
directions of any  governmental  authority  having  jurisdiction  over Borrower,
Borrower's business, or the Collateral.

     5.8......Compliance  with GAAP. All information used in and the calculation
of Borrower's  compliance with all financial  covenants hereunder shall be based
on and in accordance with GAAP.

     5.9......Maintenance  of  Collateral.  Borrower shall maintain all tangible
Collateral  in good  condition  and  repair  or,  if  Collateral  consisting  of
equipment  is in the  possession  of a  Lessee  pursuant  to a Lease or a Debtor
pursuant to a Loan  Contract,  shall use its  reasonable  efforts to assure that
such Lessee or Debtor  complies with the provisions of the  applicable  Lease or
Loan Contract  pertaining to  maintenance of such  equipment.  Borrower will not
commit or fail to  reasonably  enforce  provisions  in Leases or Loan  Contracts
governing  damage  to or  destruction  of  the  Collateral  or any  part  of the
Collateral.

     5.10.....Location  of Inventory and  Equipment.  Insofar as the  Collateral
consists of Inventory or Equipment,  Borrower shall deliver to Lender,  as often
as Lender shall require,  such lists,  descriptions,  and  designations  of such
Collateral as Lender may require to identify the nature,  extent and location of
such Collateral.

     5.11.....Disposition of Proceeds of Collateral.

     (a) (i) Inform  Lender of any  proposed  sale or other  disposition  of any
Leases or Loan Contracts (or the equipment related thereto) listed on Schedule 1
or based on which Lender makes a Revolving Loan, or insurance  proceeds received
with respect to such Leases,  Loan  Contracts or equipment;  (ii) If an Event of
Default  or  Unmatured   Event  of  Default  has  occurred  and  is  continuing,
immediately  deliver  all  proceeds  of such sale or other  disposition  or such
insurance  proceeds (subject to the rights of Lessees) to Lender and, until such
delivery, hold such proceeds in trust for Lender and not commingle such proceeds
with any other funds; (iii) If an Event of Default or Unmatured Event of Default
has not then  occurred and be  continuing,  immediately  deliver all proceeds of
such sale or other disposition or such insurance proceeds (subject to the rights
of  Lessees) to Lender as are  necessary  to ensure  that the  aggregate  amount
outstanding  does not exceed the  Borrowing  Base,  all  covenants  set forth in
Article 7 of this Agreement are, as of the date of such transaction,  satisfied,
and no Event of  Default  or  Unmatured  Event of  Default  is  created  by such
transaction and, until such delivery, hold such proceeds in trust for Lender and
not commingle such proceeds with any other funds.

     (b) (i) Inform Lender of any proposed sale or  disposition  of any Indirect
Leases or Indirect Loan Contracts (or the equipment  related  thereto) listed on
Schedule  1 or  based on which  Lender  makes a  Revolving  Loan,  or  insurance
proceeds received with respect to such Indirect Leases,  Indirect Loan Contracts
or equipment (or of any proposed sale or  disposition  of Borrower's  Beneficial
Interest in the Person who is the lessor of such Indirect Lease or  lender/payee
of such Indirect Loan Contract);  (ii) If an Event of Default or Unmatured Event
of Default has occurred and is continuing,  immediately deliver Borrower's share
of all proceeds of such sale or other  disposition  or such  insurance  proceeds
(subject  to the rights of Lessees) to Lender  and,  until such  delivery,  hold
Borrower's  share  of such  proceeds  in  trust  for  Lender  and not  commingle
Borrower's  share of such  proceeds  with any other funds;  (iii) if an Event of
Default or Unmatured  Event of Default has not then occurred and be  continuing,
immediately  deliver  Borrower's  share of all  proceeds  of such  sale or other
disposition  or such  insurance  proceeds  (subject to the rights of Lessees) to
Lender as are necessary to ensure that the aggregate amount of Loans outstanding
does not exceed the Borrowing Base, all covenants set forth in Article 7 of this
Agreement are, as of the date of such  transaction,  satisfied,  and no Event of
Default or Unmatured  Event of Default created by such  transaction,  and, until
such delivery,  hold  Borrower's  share of such proceeds in trust for Lender and
not commingle Borrower's share of such proceeds with any other funds.

     5.12.....Operating Accounts.

     5.12.1 Maintain Borrower's banking relationship with Lender.

     5.12.2  Maintain on deposit with Lender or an Affiliate of Lender an amount
equal to a majority (by value) of all of  Borrower's  Cash and Cash  Equivalents
and inform Lender of all of Lender's Affiliates at which Borrower has on deposit
Cash or Cash Equivalents.

     5.13.....Notices.  Promptly  notify  Lender  in  writing  of (i)  any  case
involving the return, rejection,  repossession, loss or material damage of or to
any the Leases,  Loan  Contracts,  Indirect  Leases and Indirect Loan  Contracts
identified on Schedule 1 or any other Leases, Loan Contracts, Indirect Leases or
Indirect Loan Contracts  based upon which Lender makes a Revolving  Loan, or the
equipment related thereto,  any request for credit or adjustment or of any other
dispute arising with respect to such Leases,  Loan Contracts,  Indirect  Leases,
Indirect Loan Contracts or equipment,  and generally of all material  happenings
and events affecting such Leases, Loan Contracts, Indirect Leases, Indirect Loan
Contracts  or  equipment  or the  value  or the  amount  of  such  Leases,  Loan
Contracts,  Indirect Leases,  Indirect Loan Contracts or equipment, in each case
to the extent  Borrower is aware of, or has been  informed of; such event;  (ii)
the occurrence of any Event of Default  hereunder or any event that, upon notice
or upon  notice  and the lapse of time  specified  herein,  would be an Event of
Default  under  this  Agreement  or under any  other  Loan  Document;  (iii) all
litigation  affecting  Borrower  where the amount in  controversy is $500,000 or
more;  (iv) any  substantial  dispute which may exist  between  Borrower and any
governmental  regulatory  body or law enforcement  authority;  (v) any change in
Borrower's name or principal  place of business;  or (vi) any other matter which
has resulted or could result in a Material Adverse Change.

     5.14.....Audits.  Permit  Lender or  representatives  of Lender to  conduct
audits of  Borrower's  books and records  relating to the  Accounts,  Inventory,
Leases,  Loan Contracts and other Collateral and make extracts therefrom no less
frequently than  semi-annually (or at any time and without notice required if an
Event of Default has occurred and is continuing)  with results  satisfactory  to
Lender,  provided that Lender shall use its best efforts to not  interfere  with
the conduct of Borrower's business, and arrange for verification of the Accounts
directly with the account debtors obligated thereon or otherwise,  of the Leases
directly with the Lessees,  and of the Loan Contracts directly with the Debtors,
all under  reasonable  procedures  acceptable to Lender and at  Borrower's  sole
expense.  Borrower  shall pay all  reasonable  expenses  incurred by Lender with
respect to such audits.

     5.15.....Assignment of Accounts,  Leases and Loan Contracts. In addition to
any covenant contained in any Loan Document relating to any Collateral, Borrower
shall  execute  and  deliver  to Lender  such  assignments  covering  individual
Accounts,  Leases and Loan Contracts notices,  financing  statements,  and other
documents  and  papers as Lender  may  reasonably  require  in order to  affirm,
effectuate or further assure the  assignment  and grant of security  interest to
Lender of the  Collateral  or to give any third  party,  including  the  account
debtors  obligated on the Accounts,  Lessees obligated on the Leases and Debtors
obligated on the Loan Contracts, notice of Lender's interest in the Collateral.

     5.16.....Collection  of  Accounts,  Leases  and Loan  Contracts,  Inventory
Proceeds. In addition to any covenant contained in any Loan Document relating to
any Collateral, Borrower shall, until Lender exercises its rights to collect the
Accounts,  Leases,  Loan  Contracts and  Inventory  proceeds as the result of an
Event of Default,  collect with diligence amounts owed to Borrower under or with
respect to the Accounts, Leases, Loan Contracts and Inventory.

     5.17.....Environmental  Covenants.  Comply or take  reasonable  efforts  to
cause Lessees and Debtors to comply in all material respects with all applicable
Environmental  Laws, and maintain all material  permits,  licenses and approvals
required under applicable  Environmental  Laws, where the failure to do so could
constitute a Material  Adverse Change.  Promptly notify Lender,  in writing,  as
soon as Borrower becomes aware of any condition or circumstance  which makes any
of the environmental  representations  or warranties set forth in this Agreement
incomplete,  incorrect or inaccurate in any material respect as of any date; and
promptly  provide to Lender,  immediately  upon receipt  thereof,  copies of any
material correspondence,  notice,  pleading,  citation,  indictment,  complaint,
order,  decree,  or other  document  from any  source  asserting  or  alleging a
violation of any  Environmental  Laws by  Borrower,  or of any  circumstance  or
condition which requires or may require,  a financial  contribution by Borrower,
or a clean-up,  removal,  remedial  action or other  response by or on behalf of
Borrower,  under  applicable  Environmental  Law(s),  or which seeks  damages or
civil,  criminal,  or punitive  penalties  from  Borrower,  for any violation or
alleged violation of Environmental Law(s).

     5.18 Contribution Agreement.  Borrower must have entered into an agreement,
among  themselves,  providing that, to the extent that an individual  Borrower's
property is used to repay  Lender an amount  greater  than the amount owed under
Revolving Loans that such Borrower has obtained from Lender,  then such Borrower
shall be entitled to  reimbursement  from the other  Borrowers for any excess so
paid, such agreement shall remain in full force and effect,  and a copy executed
by each Borrower shall have been delivered to Lender.  Such agreement  shall not
be amended,  modified, or restated in any manner that would change the substance
of the requirements set forth in this section and, if it is amended, modified or
restated,  a fully executed copy of such amendment,  modification or restatement
shall be promptly delivered by Borrower to Lender.

6.       NEGATIVE COVENANTS OF BORROWER

     Borrower  agrees that until the full and final  payment of the  Obligations
and the  termination of all obligations of Lender  hereunder,  and unless Lender
shall otherwise consent in writing, Borrower shall not do any of the following:

     6.1......Type  of  Business;   Management;  Change  of  Control.  Make  any
substantial  change in the  character  of its business or make any change in its
general partner or in the current  president or chief  executive  officer of its
general  partner,  but Lender shall not  unreasonably  withhold its consent to a
change in such current president or chief executive officer.

     6.2......Change  of Name.  Change its legal  name,  trade  names,  or trade
styles or add any new trade  names or trade  styles  unless (i)  Borrower  gives
Lender 30 days' prior written  notice  thereof,  and (ii) Borrower  executes and
delivers such additional  agreements,  instruments and documents as Lender shall
reasonably  require to maintain  Lender's  perfected  security  interests in the
Collateral.

     6.3......Change of State of Formation. Change its state of formation.

     6.4......Outside  Indebtedness.  Other  than  in  the  ordinary  course  of
business, create, incur, assume or permit to exist any recourse indebtedness for
borrowed moneys other than Revolving Loans from Lender,  except  obligations now
existing as shown in the  financial  statements  of  Borrowers  1, 2 and 3 dated
September 30, 2001, excluding those obligations being refinanced by Lender.

     6.5......Liens and Encumbrances.  Create, incur, permit to exist, or assume
any mortgage, pledge, encumbrance, Lien or charge of any kind upon any asset now
owned or hereafter acquired by it, other than Permitted Liens.

     6.6......Transactions  Involving  Collateral.  (a) Subject to any  Lessee's
rights under any Lease relating to the Collateral,  sell, transfer or dispose of
any Collateral for less than reasonably  equivalent value; (b) sell, transfer or
dispose of Inventory,  Equipment,  Accounts,  Leases or Loan Contracts except in
the ordinary  course of  Borrower's  business (a sale in the ordinary  course of
Borrower's business does not include a transfer in partial or total satisfaction
of a debtor or bulk sale;  (c) sell,  transfer  or  dispose  of any Lease,  Loan
Contract,  or its  interest  in any  Indirect  Lease or Indirect  Loan  Contract
identified  on Schedule 1 or based upon which Lender makes a Revolving  Loan (or
the equipment  related to the foregoing)  unless  Borrower has complied with the
requirements of Section 5.11; or (d) Create or permit any Lien to be placed upon
any Lease, Loan Contract, or its interest in any Indirect Lease or Indirect Loan
Contract  identified  on Schedule 1 or based upon which Lender makes a Revolving
Loan (or the equipment related to the foregoing)  (except that Borrower may have
a Lien on equipment subject to a Loan Contract).  Notwithstanding the foregoing,
Borrower may create or permit a first  priority  Lien or other Lien to be placed
on any property  described in clause (d), thereby causing such property to cease
to be an Eligible Borrowing Base Contract,  provided that no Event of Default or
Unmatured  Event of Default then exists or would be created as a result thereof,
the  aggregate  amount  outstanding  immediately  before  such  transaction  and
immediately  after such  transaction  does not exceed the  Borrowing  Base,  and
Borrower provides written evidence to Lender within 5 Business Days prior to the
placement of such Lien reasonably  satisfactory to Lender establishing that such
conditions are satisfied;  in such event and if the property thereafter does not
constitute "Collateral," as that term is defined in this Agreement, Lender shall
take such  actions as are  reasonably  requested  by Borrower  to  evidence  the
release of its security interest in such property.

     6.7......Loans,  Investments;  Secondary  Liabilities.  Other  than  in the
ordinary course of business,  (a) make any loans or advances to any Person; (ii)
make any investment in the securities of any Person other than the United States
Government;  (iii)  guarantee or otherwise  become liable upon the obligation of
any Person  which is not an  Affiliate  or  Subsidiary  of  Borrower,  except by
endorsement  of negotiable  instruments or deposit or collection in the ordinary
and normal course of its business.

     6.8......Acquisition  or Sale of  Business;  Merger or  Consolidation.  (a)
Purchase or otherwise acquire the assets or business of any Person except in the
ordinary  course of  business  as now  conducted  by  Borrower;  (b)  liquidate,
dissolve,  merge or consolidate,  or commence any proceedings therefor; (c) sell
any assets except in the ordinary  course of its business as now conducted;  (d)
sell,  lease,  assign, or transfer any substantial part of its business or fixed
assets,  or any property or other assets  necessary for the  continuance  of its
business  as now  conducted,  including  without  limitation  the selling of any
property or other asset accompanied by the leasing back of the same.

     6.9......Distributions.   (a)  Declare  or  pay  any  distribution  to  any
partnership interest now outstanding or hereafter issued or purchased, redeem or
retire  any  such  partnership  interest  except,  as  long  as  Borrower  is in
compliance  with all terms and  conditions of this Agreement and would remain so
after taking such actions,  Borrower may make  distributions  to its partners or
redeem or retire any  outstanding  partnership  interests,  as  provided  in the
Agreement of Limited Partnership of each Borrower, as amended from time to time;
(b) pay management fees or acquisition  fees except that, as long as Borrower is
in compliance  with all terms and  conditions of this Agreement and would remain
so after taking such actions, Borrower may pay such fees if authorized under the
partnership agreement of such Borrower.

     6.10.....Transactions   with  Subsidiaries  and  Affiliates.   Directly  or
indirectly  enter  into or  permit to exist any  material  transaction  with any
Subsidiary  or Affiliate  of Borrower  except for  transactions  that are in the
ordinary course of Borrower's business,  upon fair and reasonable terms that are
no less  favorable  to  Borrower  than  would be  obtained  in an  arm's  length
transaction with a non-affiliated Person.

     6.11.....Pension  Plans.  Except in compliance with this  Agreement,  enter
into,  maintain,  or make  contribution to, directly or indirectly,  any pension
plan that is subject to ERISA.

     6.12.....No  Further Negative Pledges.  Enter into or become subject to any
agreement  (other than this Agreement or the Loan Documents) (a) prohibiting the
guaranteeing by Borrower of any  obligations,  or (b) requiring an obligation to
become secured (or further secured) if another  obligation is secured or further
secured.

7.       FINANCIAL COVENANTS

     Borrower  agrees that until the full and final  payment of the  Obligations
and the  termination of all obligations of Lender  hereunder,  and unless Lender
shall otherwise consent in writing:

     7.1......Aggregate  Tangible Net Worth.  All  Borrowers,  in the aggregate,
shall  maintain,  as of the last day of the  specified  quarter,  a Tangible Net
Worth of not less than $125,000,000.

     7.2......Individual  Borrower  Tangible  Net  Worth.  Each  Borrower  shall
maintain,  as of the  last  day of each  month  and at each  time it  obtains  a
Revolving  Loan,  a Tangible Net Worth equal to at least twice the amount of the
outstanding  balance on  Revolving  Loans made to that  Borrower as of such date
(after  taking  into  account  the  amount of any new  Revolving  Loan that such
Borrower is seeking).

     7.3......Debt to Tangible Net Worth. All Borrowers, in the aggregate, shall
maintain,  as of the  last  day of each  quarter,  a  ratio  of  total  recourse
liabilities to Tangible Net Worth of not greater than 1.00 to 1.00.

     7.4......Profitability.  Each Borrower shall individually earn a net profit
after  taxes  of at  least  $1.00  in each  fiscal  year,  as  reported  in such
Borrower's Form 10-K.

     7.5......Other  Collateral. In addition to the Collateral consisting of (a)
the Revolving  Loan  Contracts  and the related  equipment,  and (b)  Borrower's
interest in any Person that is the lessor of an Indirect Lease or a lender on an
Indirect  Loan if such  Indirect  Lease or  Indirect  Loan was the  subject of a
Revolving Loan, and the related equipment, Borrower shall cause Lender to have a
perfected  security  interest in Collateral  having a net equity after deducting
the  Indebtedness  secured by Liens  senior to those held by Borrower  (based on
Borrower's  Books  prepared  in  accordance  with this  Agreement)  equal to the
Maximum Revolving Amount or a greater amount.

8.       EVENTS OF DEFAULT

     The occurrence of any of the following shall constitute an event of default
("Event of Default") hereunder:

     8.1......Failure  to Pay.  Failure to pay any principal,  interest or other
sums due to Lender under this Agreement or any other Loan Document,  within five
days of when due.

     8.2......Breach of Representations and Warranties, Affirmative, Negative or
Financial  Covenants.  Failure of  Borrower  to  observe or perform  any term or
condition,  or failure to comply with any representation or warranty,  set forth
in Article 2, Article 4, Article 5, Article 6, or Article 7 hereof.

     8.3......Breach  of Other  Covenants.  Failure  of  Borrower  to observe or
perform  any term or  condition  of this  Agreement  (other than those terms and
conditions described in Sections 8.1 and 8.2 hereof), and such failure continues
for 30 days after the earlier of (a)  Borrower's  discovery or knowledge of such
failure and (b) Lender's dispatch of notice to Borrower of such failure.

     8.4......Breach   of  Warranty.   Any  of  Borrower's   representations  or
warranties  made herein or in any statement or  certificate at any time given in
writing pursuant hereto or in connection herewith (other than those described in
Section 8.2  hereof)  shall be or become  false or  misleading  in any  material
respect, or if any such representation,  warranty, statement or certification is
withdrawn.

     8.5......Breach  Under Any Other  Loan  Document.  Any  default or event of
default, as the case may be, in the observance or performance by Borrower or any
other  Person  (excluding  Lender)  of any term or  condition  of any other Loan
Document or any other  document,  instrument  or  agreement  with or in favor of
Lender  entered into by or binding upon Borrower or any such other  Person,  and
the continuation  thereof beyond any applicable period of grace or cure provided
with respect thereto.

     8.6......Default  Under  Agreements  with  Other  Persons.  Any  default by
Borrower  (a)  in  the  payment  of  any  recourse   Indebtedness   (other  than
Indebtedness  owing to Lender),  or (b) in the  observance or performance of any
conditions, covenants or agreements related or given with respect thereto or any
other agreement,  the failure to observe or perform under which could constitute
a Material  Adverse  Change and, in each case,  continuation  thereof beyond any
applicable grace or cure period with respect thereto.

     8.7......Judgments.  Any  uninsured  money  judgment in excess of $500,000,
writ or warrant of  attachment,  or  similar  process  shall be entered or filed
against Borrower or any of its assets and shall remain  unvacated,  unbounded or
unstayed  for a period of 20 days or in any event later than 5 days prior to the
date of any proposed sale thereunder.

     8.8......Ownership.  If  there  shall  be any  change  in  the  management,
ownership  or  control of  Borrower,  whether  by reason of  incapacity,  death,
resignation,  termination or otherwise,  which, in Lender's sole judgment, shall
constitute a Material Adverse Change.

     8.9......ERISA Compliance.  Failure by Borrower to meet the minimum funding
requirements  under  ERISA  with  respect to any  pension  plan  established  or
maintained by it; the occurrence of any "reportable event," as defined in ERISA,
which could  constitute  grounds for termination by the PBGC of any pension plan
or for the  appointment  by the  appropriate  United States  District Court of a
trustee to  administer  such  pension  plan,  and such  reportable  event is not
corrected  and such  determination  is not revoked  within 30 days after  notice
thereof has been given to the plan  administrator  or Borrower,  as the case may
be; or the  institution  of any  proceedings  by the PBGC to terminate  any such
pension plan or to appoint a trustee by the  appropriate  United States District
Court to administer such pension plan.

     8.10.....Insolvency;  Receiver or Trustee. Borrower shall become insolvent;
or admit its  inability to pay its debts as they mature;  or make an  assignment
for the  benefit of  creditors;  or apply for,  consent to or  acquiesce  in the
appointment of a trustee, receiver, liquidator,  conservator or custodian for it
or for a substantial part of its property or business.

     8.11.....Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be  instituted  by or against  Borrower and, if
instituted against it, shall not be dismissed within 45 days thereafter.

     8.12.....Security  Interest.  This  Agreement  or any other  Loan  Document
ceases to be in full force and effect  (including  the failure of this Agreement
or any other Loan Document to create a valid and perfected  security interest or
lien on the Collateral) at any time and for any reason.

     8.13.....Cessation  of Business.  Borrower  shall  voluntarily  suspend its
business.

     8.14.....Material  Adverse  Change.  Any change  which,  in the  reasonable
opinion of Lender, has resulted or could result in a Material Adverse Change.

     8.15.....Attachments.  If any material portion of Borrower's  properties or
assets is  attached,  seized,  subjected  to a writ or distress  warrant,  or is
levied  upon,  or  comes  into  the  possession  of any  third  Person  and such
attachment,  seizure,  writ or  distress  warrant or levy has not been  removed,
discharged or rescinded within 10 days, or if Borrower is enjoined,  restrained,
or in any way  prevented  by court order from  continuing  to conduct all or any
material part of its business affairs, or if a judgment or other claim becomes a
lien or  encumbrance  upon any material  portion of Borrower's  assets,  or if a
notice  of lien,  levy,  or  assessment  is  filed of  record  with  respect  to
Borrower's assets by the United States Government, or any department, agency, or
instrumentality  thereof, or by any state,  county,  municipal,  or governmental
agency,  and the same is not paid within 10 days after Borrower  receives notice
thereof,  provided  that  none of the  foregoing  shall  constitute  an Event of
Default where such action or event is stayed or an adequate bond has been posted
pending a good faith  contest by Borrower  (provided  that no credit  extensions
will be required to be made during such stay period).

     8.16.....Other  Defaults.  Borrower shall commit or do or fail to commit or
do any act or thing which would  constitute an event of default under any of the
terms of any other recourse agreement,  document or instrument executed or to be
executed by it  concerning  the  obligation  to pay money and the result of such
action or inaction is to cause the amounts immediately due under such obligation
(either by the terms of the obligation or by acceleration  of the  indebtedness)
to be an amount in excess of $1,000,000.

9.       LENDER'S RIGHTS AND REMEDIES UPON EVENT OF DEFAULT

     9.1......Rights  and Remedies.  Upon the occurrence of an Event of Default,
Lender may without notice of its election and without demand, do any one or more
of the following, all of which are authorized by Borrower:

     9.1.1 Declare all Obligations,  whether evidenced by this Agreement, by any
of the  other  Loan  Documents,  or  otherwise,  immediately  due  and  payable;
provided,  however, that upon the occurrence of an Event of Default described in
Section 8.11, all Obligations  shall become  immediately due and payable without
any action by Lender;

     9.1.2  Terminate the commitment of Lender to lend and cease advancing money
or  extending  credit to or for the  benefit of Borrower  under this  Agreement,
under any of the other  Loan  Documents,  or under any other  agreement  between
Borrower and Lender;  provided,  however, that Lender shall have no duty to make
advances  while  any Event of  Default  or  Unmatured  Event of  Default  exists
notwithstanding any cure period provided for herein;

     9.1.3  Terminate  this  Agreement and any of the other Loan Documents as to
any future  liability or obligation of Lender,  but without  affecting  Lender's
rights and  security  interests  in the  Collateral  and without  affecting  the
Obligations;

     9.1.4 Settle or adjust disputes and claims  directly with Account  debtors,
Lessees,  or Debtors for amounts,  upon terms and in whatever  order that Lender
reasonably considers advisable;

     9.1.5 Without notice or demand upon Borrower, collect the Accounts, Leases,
Loan  Contracts  and Inventory  proceeds and give notice of  assignment  to, and
collect from, any and all Account debtors, Lessees and Debtors;

     9.1.6 Without notice to or demand upon Borrower,  make such payments and do
such acts as Lender  considers  necessary or  reasonable to protect its security
interest in the Collateral. Borrower agrees to assemble the Collateral if Lender
so  requires,  and to deliver or make  available to Lender all or any portion of
the  Collateral  and any and all  certificates  of  title  and  other  documents
relating thereto as Lender may designate.  Borrower  authorizes  Lender to enter
the premises where the Collateral is located, to take and maintain possession of
the Collateral, or any part of it, and to pay, purchase,  contest, or compromise
any encumbrance,  charge, or lien which in Lender's  determination appears to be
prior or superior to its security  interest and to pay all expenses  incurred in
connection therewith. With respect to any of Borrower's owned premises, Borrower
hereby grants Lender a license to enter into  possession of such premises and to
occupy the same,  without charge, in order to exercise any of Lender's rights or
remedies provided herein, at law, in equity, or otherwise.  All of the foregoing
are subject to the rights of any Lessees;

     9.1.7 Without notice to or demand upon  Borrower,  set off and apply to the
Obligations any and all (i) balances and deposits of Borrower held by Lender, or
(ii)  indebtedness  at any time  owing to or for the  credit or the  account  of
Borrower held by Lender;

     9.1.8 Ship, reclaim, recover, store, finish, maintain,  repair, prepare for
sale,  advertise  for sale,  and sell (in the manner  provided  for  herein) the
Collateral.  Lender is hereby granted a license or other right,  solely pursuant
to the  provisions  of this  Section  9.1, to use,  without  charge,  Borrower's
labels,  patents,  copyrights,  rights of use of any name, trade secrets,  trade
names,  trademarks,  service marks, and advertising matter, or any property of a
similar nature, as it pertains to the Collateral,  in completing  production of,
advertising  for sale,  and  selling any  Collateral  and,  in  connection  with
Lender's exercise of its rights under this Section 9.1,  Borrower's rights under
all licenses and all franchise agreements shall inure to Lender's benefit;

     9.1.9 Sell the  Collateral  at either a public or private sale, or both, by
way of one or more  contracts  or  transactions,  for cash or on terms,  in such
manner and at such places (including  Borrower's  premises) as Lender determines
is  commercially  reasonable,  and  apply any  proceeds  to the  Obligations  in
whatever  manner or order  Lender deems  appropriate;  provided,  however,  that
Lender shall have no obligation to clean-up or otherwise  prepare the Collateral
for sale;

     9.1.10  Lender may credit bid and  purchase at any public  sale,  or at any
private sale as permitted by law;

     9.1.11 In addition to any other rights, relief or remedies afforded Lender,
to the extent  permitted  by  applicable  law  without  notice to or consent and
completely  without regard to the adequacy of any security for the  Obligations,
Lender  may have a  receiver  appointed  as a  matter  of  right,  who may be an
employee of Lender and may serve without bond, and all fees of such receiver and
his or her  attorney  shall  become  part  of the  Obligations  secured  by this
Agreement  and payable  from the  disposition  of the  Collateral,  payable upon
demand with interest at the rate applicable to Loans hereunder until repaid, and
such  receiver,  in addition to any other  rights to which he shall be entitled,
shall be authorized to sell,  foreclose or conduct a complete foreclosure on all
Collateral contemplated by this Agreement for the benefit of Lender, pursuant to
provisions of applicable law; and

     9.1.12 Any  deficiency  that exists after  disposition of the Collateral as
provided above shall be paid immediately by Borrower.

     9.2......Power of Attorney. Borrower hereby irrevocably makes, constitutes,
and  appoints  Lender (and any of Lender's  designated  officers,  employees  or
agents) as  Borrower's  true and lawful  attorney  to, upon the  occurrence  and
during  the  continuance  of  an  Event  of  Default:   (a)  send  requests  for
verification of Accounts,  Leases,  Loan Contracts,  Indirect Leases or Indirect
Loan  Contracts  or notify  Account  debtors,  Lessees  and  Debtors of Lender's
security  interest  in the  Accounts,  Leases and Loan  Contracts;  (b)  endorse
Borrower's  name on any checks or other  forms of payment or  security  that may
come into Lender's  possession;  (c) open mail  addressed to Borrower;  (d) sign
Borrower's  name on any (i) invoice or bill of lading  relating to any  Account,
Lease,  Loan Contract,  Indirect  Lease or Indirect Loan  Contract,  (ii) drafts
against Account debtors, Lessees, or Debtors, (iii) schedules and assignments of
Accounts,  Leases, Loan Contracts,  Indirect Leases and Indirect Loan Contracts,
(iv)  verifications  of Accounts,  Leases,  Loan Contracts,  Indirect Leases and
Indirect  Loan  Contracts,  and (v)  notices to  Account  debtors,  Lessees  and
Debtors; (e) dispose of any Collateral;  (f) make, settle, and adjust all claims
under and decisions with respect to Borrower's policies of insurance; (g) settle
and adjust  disputes and claims  respecting  the Accounts  directly with Account
debtors,  Leases directly with the Lessees and Loan Contracts  directly with the
Debtors,  for amounts and upon terms which Lender  determines to be  reasonable;
(h) to file,  in its sole  discretion,  one or more  financing  or  continuation
statements and amendments thereto, relative to any of the Collateral without the
signature of Borrower where permitted by law; and (i) transfer the  Intellectual
Property  Collateral  into the name of  Lender  or a third  party to the  extent
permitted under the Code; provided, however, that Lender or any of its designees
or  attorneys-in-fact  may  exercise  such power of attorney to sign the name of
Borrower on any of the documents described in Section 2.6, and to do any and all
things  necessary in the name and on behalf of Borrower in order to perfect,  or
continue the  perfection  of,  Lender's  security  interests in the  Collateral,
regardless  of  whether  an Event of  Default  has  occurred  or is  continuing.
Borrower   agrees  that   neither   Lender,   nor  any  of  its   designees   or
attorneys-in-fact,  will be liable for any act of commission or omission, or for
any error of judgment or mistake of fact or law with  respect to the exercise of
the power of attorney  granted under this Section 9.2, other than as a result of
its or their gross negligence or willful  misconduct.  The appointment of Lender
as  Borrower's  attorney in fact and each and every one of  Lender's  rights and
powers granted under this Section 9.2, being coupled with an interest,  shall be
irrevocable  until all of the Obligations have been  indefeasibly  paid in full,
Lender's  obligation to provide advances hereunder has been terminated,  and all
Borrower's duties hereunder have been performed in full.

     9.3......Payment  of  Expenses  by  Lender.  If  Borrower  fails to pay any
amounts  or  furnish  any  required  proof of  payment  due to third  persons or
entities, as required under the terms of this Agreement,  then Lender may do any
or all of the following after reasonable notice to Borrower: (a) make payment of
the same or any part thereof; (b) set up such reserves as Lender deems necessary
to protect Lender from the exposure  created by such failure;  or (c) obtain and
maintain  insurance  policies of the type  discussed in Section 5.3 hereof,  and
take any action with  respect to such  policies  as Lender  deems  prudent.  Any
amounts so paid or deposited by Lender shall be immediately due and payable, and
shall bear interest at the rate  applicable to the Loans from time to time,  and
shall be  secured  by the  Collateral.  Any  payments  made by Lender  shall not
constitute  an agreement  by Lender to make similar  payments in the future or a
waiver by Lender of any Event of Default under this Agreement.

     9.4......No Obligation to Pursue Others. Lender shall have no obligation to
attempt to satisfy the  Obligations  by  collecting  them from any third  Person
which may be liable for them or any  portion  thereof,  and Lender may  release,
modify or waive any collateral  provided by any other Person as security for the
Obligations  or any portion  thereof,  all  without  affecting  Lender's  rights
against  Borrower.  Borrower  waives any right it may have to require  Lender to
pursue any third Person for any of the Obligations.

     9.5......Compliance  with Other Laws. Lender may comply with any applicable
state or federal  law  requirements  in  connection  with a  disposition  of the
Collateral,  and  Lender's  compliance  therewith  will  not  be  considered  to
adversely affect the commercial reasonableness of any sale of the Collateral.

     9.6......Warranties.  Lender  may sell the  Collateral  without  giving any
warranties as to the Collateral. Lender may specifically disclaim any warranties
of title or the like. This procedure will not be considered to adversely  affect
the commercial reasonableness of any sale of the Collateral.

     9.7......Sales  on  Credit.  If  Lender  sells any of the  Collateral  upon
credit,  Borrower  will be  credited  only with  payments  actually  made by the
purchaser,  received by Lender and applied to the indebtedness of the purchaser.
In the event  that the  purchaser  fails to pay for the  Collateral,  Lender may
resell the  Collateral  and Borrower  will be credited with the proceeds of such
sale.

     9.8......No Marshaling.  Lender shall be under no obligation to marshal any
assets in favor of Borrower,  or against or in payment of the Obligations or any
other obligation  owned to Lender by Borrower or any other Person.  Furthermore,
Lender  may,  at its  option,  recover  from any of the  Collateral  or from any
Borrower,  regardless of which  Borrower  received the proceeds of the Revolving
Loans made.

     9.9......Government  Consents.  Upon the  exercise  by Lender of any power,
right,  privilege,  or remedy  pursuant to this  Agreement  which  requires  any
consent, approval, registration, qualification, or authorization of any federal,
state,  local or other  governmental  authority,  Borrower agrees to execute and
deliver,  or will  cause  the  execution  and  delivery  of,  all  applications,
certificates,  instruments,  assignments,  and other  documents  and papers that
Lender or any  purchaser  of the  Collateral  may be required to obtain for such
governmental consent, approval, registration, qualification, or authorization.

     9.10.....Lender's Liability for Collateral. So long as Lender complies with
its obligations  under the Code, Lender shall not in any way or manner be liable
or  responsible  for: (a) the  safekeeping  of the  Collateral;  (b) any loss or
damage thereto occurring or arising in any manner or fashion from any cause; (c)
any diminution in the value  thereof;  or (d) any act or default of any carrier,
warehouseman, bailee, forwarding agency, or other person whomsoever. All risk of
loss, damage or destruction of the Collateral shall be borne by Borrower.

     9.11.....Waiver of Defaults.  No Event of Default shall be waived by Lender
except in a written instrument specifying the scope and terms of such waiver and
signed by an  authorized  officer of Lender,  and such waiver shall be effective
only for the  specific  time(s)  and  purpose(s)  given.  No single  or  partial
exercise  of any right,  power,  or  privilege  hereunder,  nor any delay in the
exercise  thereof,  shall preclude other or further exercise of Lender's rights.
No waiver of any Event of Default  shall extend to any other or further Event of
Default.  No forbearance on the part of Lender in enforcing any of its rights or
remedies  hereunder or any of the other Loan Documents shall constitute a waiver
of any of its rights or remedies.  Borrower  expressly  agrees that this Section
may not be waived or  modified by Lender by course of  performance,  estoppel or
otherwise.

     9.12.....Remedies  Cumulative.  Lender's  rights  and  remedies  under this
Agreement,  the Loan Documents, and all other agreements shall be cumulative and
not  alternative.  Lender shall have all other  rights,  powers and remedies not
inconsistent  herewith as provided  under the Code, by law, or in equity against
Borrower or any other person,  including  but not limited to Lender's  rights of
setoff or banker's  lien.  No exercise by Lender of one right or remedy shall be
deemed  an  election,  and no  waiver  by  Lender  of any  Event of  Default  on
Borrower's  part shall be deemed a continuing  waiver.  No delay by Lender shall
constitute a waiver,  election, or acquiescence by it. No waiver by Lender shall
be effective  unless made in a written  document  signed on behalf of Lender and
then shall be  effective  only in the  specific  instance  and for the  specific
purpose for which it was given.

     9.13.....Demand;  Protest.  Borrower  waives  demand,  protest,  notice  of
protest, notice of default or dishonor, notice of payment and nonpayment, notice
of  any  default,  nonpayment  at  maturity,  release,  compromise,  settlement,
extension, or renewal of accounts,  documents,  instruments,  chattel paper, and
guarantees  at any  time  held by  Lender  on which  Borrower  may in any way be
liable.

10.      MISCELLANEOUS PROVISIONS

     10.1.....Failure  or Indulgence Not Waiver. No failure or delay on the part
of Lender or any holder of notes issued hereunder, in the exercise of any power,
right or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
single or partial exercise of any such power,  right or privilege preclude other
or further  exercise  thereof or of any other  right,  power or  privilege.  All
rights and  remedies  existing  under this  Agreement  or any note (s) issued in
connection  with a Loan that Lender may make  hereunder,  are cumulative to, and
not exclusive of, any rights or remedies otherwise available.

     10.2.....Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any Loan  Document,  nor consent to any departure by Borrower,
therefrom,  shall in any event be effective  unless the same shall be in writing
and signed by Lender, and then such waiver or consent shall be effective only in
the specific  instance(s) and for the specific time(s) and purposes(s) for which
given.

         10.3.....Construction; Interpretation.

     10.3.1 Neither this Agreement nor any uncertainty or ambiguity herein shall
be construed or resolved  against Lender or Borrower,  whether under any rule of
construction or otherwise.  On the contrary, this Agreement has been reviewed by
all parties and shall be  construed  and  interpreted  according to the ordinary
meaning of the words used so as to fairly accomplish the purposes and intentions
of all parties hereto.

     10.3.2 Unless the context of this  Agreement  clearly  requires  otherwise,
references  to the plural  include  the  singular,  references  to the  singular
include the plural, the term "including" is not limiting, and the term "or" has,
except where  otherwise  indicated,  the inclusive  meaning  represented  by the
phrase  "and/or."  The words  "hereof,"  "herein,"  "hereby,"  "hereunder,"  and
similar terms in this  Agreement  refer to this  Agreement as a whole and not to
any particular provision of this Agreement. An Event of Default shall "continue"
or be  "continuing"  until  such  Event of  Default  has been cured or waived in
writing by Lender. Section, subsection, clause, schedule, and exhibit references
are to  this  Agreement  unless  otherwise  specified.  Any  reference  in  this
Agreement  or in the  Loan  Documents  to  this  Agreement  or  any of the  Loan
Documents  shall  include  all  alterations,  amendments,  changes,  extensions,
modifications,  renewals, replacements,  substitutions, and supplements, thereto
and thereof, as applicable. All accounting terms shall have the meanings applied
under GAAP unless otherwise specified.  All section titles appear as a matter of
convenience only and shall not affect the interpretation of this Agreement.

     10.3.3 Each covenant hereunder shall be given independent effect so that if
a particular  action or condition is not  permitted by such  covenant,  the fact
that it would be permitted by an exception to, or would be otherwise  within the
limitations  of, another  covenant shall not avoid the occurrence of an Event of
Default.

     10.4.....Cumulative  Effect; Conflict of Terms. The provisions of the other
Loan Documents are hereby made cumulative with the provisions of this Agreement.
Except as  otherwise  provided  in any of the other Loan  Documents  by specific
reference  to the  applicable  provision  of this  Agreement,  if any  provision
contained in this Agreement is in direct  conflict with, or  inconsistent  with,
any provision in any of the other Loan  Documents,  the  provision  contained in
this Agreement shall govern and control.

     10.5.....Counterparts;  Entire Agreement. This Agreement may be executed by
the parties hereto in several counterparts,  each of which shall be deemed to be
an original  and all of which  shall  constitute  together  but one and the same
agreement.  This Agreement,  together with the other Loan Documents,  constitute
the entire  understanding  among the parties  hereto with respect to the subject
matter hereof and supersedes any prior agreements, written or oral, with respect
thereto.

     10.6.....Lender's  Expenses and  Attorney's  Fees. If, at any time or times
regardless  of whether an Event of Default  then  exists,  Lender pays or incurs
legal or accounting  expenses or any other costs or expenses in connection  with
(a) the  negotiation  and preparation of this Agreement or any of the other Loan
Documents,  any  amendment of or  modification  of this  Agreement or any of the
other Loan Documents,  (b) the perfection of, and continuation of perfection of,
any security interest in any of the Collateral;  (c) the  administration of this
Agreement  or any of the  other  Loan  Documents  and  the  transactions  or the
Collateral  contemplated  hereby  and  thereby,  (d)  any  litigation,  contest,
dispute, suit, proceeding or action (whether instituted by Lender,  Borrower, or
any other person) in any way relating to the  Collateral,  this Agreement or any
of the other Loan  Documents or Borrower's  affairs,  (e) any attempt to enforce
any rights of Lender against Borrower or any other person which may be obligated
to  Lender  by virtue of this  Agreement  or any of the  other  Loan  Documents,
whether or not suit is filed,  or (f) any attempt to inspect,  verify,  protect,
preserve,  restore,  collect, sell, liquidate or otherwise dispose of or realize
upon the Collateral,  then all such legal and accounting expenses (including all
reasonable attorneys' fees) together with all other costs and expenses of Lender
shall be payable by Borrower  without  demand after notice,  and Borrower  shall
promptly pay all such amounts payable to Lender under this Section 10.6, and all
such amounts shall be secured by the Collateral and shall bear interest from the
date of such notice until paid in full at the rate  applicable to the Loans from
time to time. If suit is brought to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
court costs in addition to any other remedy or recovery awarded by the court.

     10.7.....Taxes  and Fees.  Should any tax (other  than a tax based upon the
net income of Lender) or  recording  or filing fee become  payable in respect of
this  Agreement  or any of the Loan  Documents,  any of the  Collateral,  or any
amendment,  modification or supplement hereof or thereof, Borrower agrees to pay
such  taxes (or  reimburse  Lender  therefor),  together  with any  interest  or
penalties thereon, and agrees to hold Lender harmless with respect thereto.

     10.8.....Successors and Assigns; Participations; Disclosure. This Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors  and assigns;  provided,  however,  that Borrower may not
assign or transfer any of its rights or obligations under this Agreement without
Lender's  prior  written  consent and any  prohibited  assignment or transfer by
Borrower  shall be absolutely  void. No consent to an assignment by Lender shall
release Borrower from its Obligations.  Lender may assign this Agreement and its
rights  and  duties   hereunder   to  any  Person  or  Persons  with  assets  of
$1,000,000,000  or more and no consent or  approval  by  Borrower is required in
connection with any such assignment.  Lender reserves the right to sell, assign,
transfer,  negotiate,  or grant  participations  in all or any  part of,  or any
interest in Lender's rights and benefits hereunder.  In connection with any such
actual or  potential  assignment  or  participation,  Lender  may  disclose  all
documents  and  information  which Lender now or hereafter  may have relating to
Borrower or its financial condition and business activities.  To the extent that
Lender assigns its rights and  obligations  hereunder to a third Person,  Lender
thereafter shall be released from such assigned obligations to Borrower and such
assignment shall effect a novation between Borrower and such third Person.

     10.9.....Applicable  Law. This Agreement,  the other Loan Documents and any
and all other  agreements  and  instruments  required  by  Lender in  connection
therewith  shall be governed by and construed  according to the internal laws of
the state of  California,  except to the extent that the Code  provides  for the
application  of the laws of another state and except to the extent  expressed to
the contrary in any of the Loan Documents.  Whenever possible, each provision of
this Agreement  shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under  applicable  law, such provision shall be ineffective to the
extent of such prohibition or invalidity,  without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     10.10....Notices.  All notices,  requests, reports and other communications
pursuant to this Agreement or the other Loan Documents shall be in writing,  and
delivered  by hand,  by fax, by  commercial  overnight  delivery or by certified
mail, return receipt requested,  except for routine reports which may be sent by
any of those methods or by ordinary first class mail. In each case, such notice,
request,  report or other communication shall be addressed to the parties as set
forth on the  signature  page of this  Agreement,  or to such other address as a
party shall have  designated in writing in accordance  with this Section  10.10.
Any  notice,  request or  communication  hereunder  shall be deemed to have been
given on the day on which it is  delivered  by hand to such party at the address
specified  herein or, if sent by mail,  on the third  Business Day following the
day it was  deposited in the mail,  postage  prepaid,  or if sent by  commercial
overnight  delivery service on the second Business Day following  deposit of the
item with commercial  overnight delivery service,  or in the case of fax notice,
when  transmitted  as aforesaid,  confirmation  received,  except that Borrowing
Notices  and  Borrower's  Reports  shall not be  deemed to have been made  until
actually received by Lender. A notice,  request,  report or other  communication
sent to any one Borrower shall be deemed a notice to each  Borrower.  The giving
of at least 5 days' notice before Lender shall take any action  described in any
notice shall  conclusively  be deemed  reasonable  for all  purposes;  provided,
however,  that this shall not be deemed to  require  Lender to give such 5 days'
notice, or any notice, if not specifically required to do so in this Agreement.

     10.11....Further  Action.  Borrower shall,  from time to time, upon written
request of Lender,  promptly make, execute  acknowledge and deliver, or cause to
be made, executed,  acknowledged and delivered,  all such further and additional
instruments,  and promptly  take all such  further  action as may be required to
carry out the intent and purpose of this Agreement and the other Loan Documents,
and to provide for the Loans under and  payment of the Notes,  according  to the
intent and purpose herein and therein expressed.

     10.12....Severability.  In  case  any one or  more  of the  obligations  of
Borrower  under this  Agreement,  any Note,  or any of the other Loan  Documents
shall be invalid,  illegal or unenforceable in any  jurisdiction,  the validity,
legality and  enforceability of the remaining  obligations of Borrower shall not
in any way be affected or impaired thereby,  and such invalidity,  illegality or
unenforceability in one jurisdiction shall not affect the validity,  legality or
enforceability of the obligations of Borrower under this Agreement, the Notes or
any of the other Loan Documents in any other jurisdiction.

     10.13....Reliance  on  and  Survival  of  Various  Provisions.  All  terms,
covenants, agreements, representations and warranties of Borrower made herein or
in any of the Loan Documents, or in any certificate, report, financial statement
or other document  furnished by or on behalf of Borrower in connection with this
Agreement or any of the Loan Documents, shall be deemed to have been relied upon
by Lender,  notwithstanding  any  investigation  heretofore or hereafter made by
Lender or on Lender's behalf,  and those covenants and agreements of Borrower in
this  Agreement  (together  with any other  indemnities  of  Borrower  contained
elsewhere in this Agreement or in any of the Loan  Documents)  shall survive the
termination of this Agreement and the repayment in full of the Indebtedness.

     10.14....Effective  Upon Execution.  This Agreement shall become  effective
upon the  execution  hereof by Lender and Borrower  and shall  remain  effective
until the  Indebtedness  under this  Agreement  and each of the Notes shall have
been  repaid  and  discharged  in full and no  commitment  to extend  any credit
hereunder (whether optional or obligatory) remains outstanding.

     10.15....Confidentiality.  In handling any confidential information, Lender
shall exercise the same degree of care that it exercises with respect to its own
proprietary information of the same types to maintain the confidentiality of any
non-public  information thereby received or received pursuant to this Agreement,
except that disclosures of such information may be made: (a) to the subsidiaries
or Affiliates of Lender in connection with their present or prospective business
relations  with Borrower;  (b) to  prospective  transferees or purchasers of any
interest  in the  Loans,  provided  that they  have  entered  into a  comparable
confidentiality  agreement  in favor of  Borrower  and have  delivered a copy to
Borrower; (c) as required by law, regulations, rule or order, subpoena, judicial
order  or  similar  order;  (d)  as may  be  required  in  connection  with  the
examination,  audit or similar  investigation  of Lender;  and (e) as Lender may
deem  appropriate  in  connection  with the exercise of any remedies  hereunder.
Confidential  information  hereunder shall not include  information that either:
(i) is in the public  domain or in the  knowledge or  possession  of Lender when
disclosed to Lender,  or becomes part of the public  domain after  disclosure to
Lender  through no fault of Lender;  or (ii) is  disclosed  to Lender by a third
party,  provided Lender does not have actual  knowledge that such third party is
prohibited from disclosing such information.

     10.16....Time of the Essence.  Time is hereby declared to be of the essence
of this Agreement and every part hereof.

     10.17....Joint  and  Several  Liability.   Notwithstanding  how  Loans  and
repayments may be allocated  among the  Borrowers,  the Borrowers have joint and
several  liability to Lender for all  Obligations of any Borrower under the Loan
Documents.

     10.18....Waiver of Jury Trial..  EACH OF THE UNDERSIGNED  BORROWER AND EACH
LENDER ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT
THAT  IT MAY BE  WAIVED.  EACH  PARTY,  AFTER  CONSULTING  (OR  HAVING  HAD  THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
AND FOR THEIR MUTUAL BENEFIT,  WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION  REGARDING THE  INTERPRETATION,  PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY  RELATED  TO,  THIS  AGREEMENT  OR THE  INDEBTEDNESS.  IN THE  EVENT  OF
LITIGATION,  A COPY OF THIS  AGREEMENT  MAY BE FILED AS A WRITTEN  CONSENT  TO A
TRIAL BY THE COURT.

     This  Agreement is duly executed on behalf of each of the parties hereto by
duly authorized officers as of the date first above written.

COMERICA BANK-CALIFORNIA,              ICON CASH FLOW PARTNERS L.P. SEVEN,
                                       a Delaware Limited
a California banking corporation       Partnership
                                       By:  ICON Capital Corp.,
                                       its general partner

By:                                    By:

Name:                                  Name:

Title:                                 Title:
Address for Notices:                   Address for Notices:
1331 North California Blvd.            ICON Cash Flow Partners L.P. Seven
Suite 400                              Attention:  General Counsel
Walnut Creek, California 94596         100 5th Avenue, 10th Floor
Facsimile No.:  (925) 941-1999         New York, New York 10011
                                       Facsimile No.:  (212) 418-4739

                                       ICON INCOME FUND EIGHT A L.P.,
                                       a Delaware limited partnership
                                    By:  ICON Capital Corp., its general partner

                                       By:________________________________

                                       Name:______________________________

                                       Title:_______________________________
                                       Address for Notices:
                                       ICON INCOME FUND EIGHT A L.P.
                                       Attention:  General Counsel
                                       100 5th Avenue, 10th Floor
                                       New York, New York 10011
                                       Facsimile No.:  (212) 418-4739


                                       ICON INCOME FUND EIGHT B L.P.,
                                       a Delaware Limited Partnership
                                       By:  ICON Capital Corp.,
                                       its general partner

                                       By:________________________________

                                       Name:______________________________

                                       Title:_______________________________
                                       Address for Notices:
                                       ICON INCOME FUND EIGHT B L.P.
                                       Attention:  General Counsel
                                       100 5th Avenue, 10th Floor
                                       New York, New York 10011
                                       Facsimile No.:  (212) 418-4739

     Lender  shall  endeavor to send a copy of any Notice  sent to any  Borrower
     (except for routine reports or  correspondence)  to the following  address,
     but Lender shall incur no  liability to Borrower,  and such notice shall be
     effective, even if Lender fails to do so.

                                     ICON CAPITAL CORP.
                                     Attention:  President
                                     260 California Street
                                     San Francisco, California 94111
                                     Facsimile No.: (415) 981-4298

<PAGE>


                                   APPENDIX A
                               GENERAL DEFINITIONS


When used in the Loan and  Security  Agreement  dated as of May 30,  2002 by and
between ICON Cash Flow Partners L.P. Seven, a Delaware limited partnership, ICON
Income Fund Eight A, a Delaware limited partnership,  and ICON Income Fund Eight
B,  a   Delaware   limited   partnership,   on  the  one  hand,   and   Comerica
Bank-California,  a  California  banking  corporation,  on the other  hand,  the
following terms shall have the following meanings (terms defined in the singular
to have the same meaning when used in the plural and vice versa):

Accounts - all  presently  existing and  hereafter  arising  accounts,  accounts
receivable,  contract  rights  and  other  forms  of  monetary  obligations  and
receivables (including healthcare receivables) owing to Borrower, and any credit
insurance,  guaranties, or security therefor,  irrespective of whether earned by
performance.

Affiliate - shall mean,  when used with respect to any Person,  any other Person
which,  directly or indirectly,  controls or is controlled by or is under common
control with such Person. For purposes of this definition, "control" (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"),  with  respect  to  any  Person,  shall  mean  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities,  by
contract or otherwise.

Agreement - the Loan and Security Agreement referred to in the first sentence of
this  Appendix A, all  Schedules  and  Exhibits  thereto,  and this  Appendix A,
together  with  all  amendments,  modifications  and  supplements  thereto,  and
restatements thereof.

Bankruptcy Code - the United States Bankruptcy Code (11 U.S.C.  (Section) 101 et
seq.), as amended, and any successor statute.

Base Rate - means that  variable  rate of interest so announced by Lender at its
headquarters  office in San Jose,  California  as its "Base  Rate"  from time to
time,  which  serves as the basis upon which  effective  rates of  interest  are
calculated for those loans making reference  thereto,  and which rate may not be
the lowest rate of interest charged by Lender to any of its customers.

Beneficial  Interest - means a  beneficial  interest in a trust,  a  partnership
interest in a  partnership,  or a  membership  interest  in a limited  liability
company.

Borrower's Books - means all of Borrower's books and records including: ledgers;
records indicating,  summarizing,  or evidencing Borrower's properties or assets
(including  the  Collateral)  or  liabilities;   all  information   relating  to
Borrower's  business  operations  or  financial  condition;   and  all  computer
programs,  disk or tape  files,  printouts,  runs,  or other  computer  prepared
information.

Borrower's Report - an irrevocable  notice from Borrower to Lender of Borrower's
request for a borrowing,  pursuant to the terms of Section 1.1.3 and in the form
of Exhibit 1 hereto.

Borrowing  Base - means (a) 85% of the Present  Value of the Eligible  Borrowing
Base Contracts, with the limitation that no more than $1,000,000.00 in Revolving
Loans, in the aggregate, shall be based on a contract or contracts involving the
same  Lessee or Debtor  unless  otherwise  approved in writing by Lender (to the
extent that the $1,000,000.00  limitation is exceeded in the Eligible  Borrowing
Base Contracts identified on Schedule 1, Lender approves that excess);  plus (b)
15% of the  Present  Value  of the  Eligible  Residual  Values  of the  Eligible
Borrowing Base Contracts, with the limitation that no more than $1,000,000.00 in
Revolving Loans shall be based on this subcategory.

Business  Day - any day that is not a  Saturday,  Sunday,  or other day on which
banks in the State of California are authorized or required to close.

Cash - items designated as cash under GAAP.

Cash Equivalents - items designated as cash equivalents under GAAP.

Chattel  Paper  - all  chattel  paper  (including  tangible  chattel  paper  and
electronic chattel paper) (as such terms are defined in the Code).

Closing Date - the date of execution of this Agreement.

Code - the California  Uniform  Commercial Code, as amended or supplemented from
time  to  time,   including  revised  Division  9  of  the  Uniform   Commercial
Code-Secured Transactions, effective July 1, 2001. Any and all terms used in the
Agreement  which are  defined  in the Code  shall be  construed  and  defined in
accordance  with the  meaning  and  definition  ascribed to such terms under the
Code, unless otherwise defined herein.

Collateral - all of Borrower's right,  title, and interest in and to each of the
following:

                  (a)      the Accounts;

                  (b)      Borrower's Books;

                  (c)      the Chattel Paper;

                  (d)      the Deposit Accounts;

                  (e)      the Equipment;

                  (f)      the General Intangibles;

                  (g)      the Inventory;

                  (h)      the Investment Property;

                  (i)      the Leases;

                  (j)      the Letter of Credit Rights;

                  (k)      the Loan Contracts;

                  (l)      the Negotiable Collateral;

                  (m)      the Intellectual Property Collateral;

                  (n)      the Joint Ventures;

                  (o)      the Trusts;

                  (p)      the Partnerships;

               (q) any  Person  or entity in which  Borrower  owns a  beneficial
               interest;

                  (r)      the Supporting Obligations;

               (s) any money,  or other assets of Borrower that now or hereafter
               come into the possession, custody, or control of Lender:

               (t) The leases,  loan contracts and other  property  described in
               Schedule 1 hereto;

               (u) the proceeds and products, whether tangible or intangible, of
               any of the foregoing,  including  proceeds of insurance  covering
               any or all of the  Collateral,  or other  tangible or  intangible
               property   received  or  receivable  from  the  sale,   exchange,
               collection,  lease,  license,  use or other disposition of any of
               the foregoing,  or any portion thereof or interest  therein,  and
               the proceeds thereof.

Notwithstanding  the foregoing,  the following  property shall not be Collateral
during such time (and only during such time) as each of the following conditions
is satisfied: (i) the property is subject to a senior Lien on behalf of a lender
other than Lender (i.e., other than Comerica Bank-California); (ii) the terms of
the senior Lien prohibit a subordinate  Lien;  (iii) such senior Lien remains in
effect and the debt secured by it has not been paid off; (iv) the lender holding
such  senior  Lien has no  recourse  to the assets of  Borrower  other than this
specific  property (except for recourse arising from a breach by Borrower of its
representation  or  warranty  that (A)  Borrower  has the status  and  authority
enabling  it to  properly  enter into the  transaction,  (B)  entering  into the
transaction  does not conflict with any other  agreement to which  Borrower is a
party,  and  (C)  Borrower  has not  committed  fraud  in  connection  with  the
transaction  and the like);  and (v) the  property  is not  subject to a current
Revolving Loan by Lender (i.e., by Comerica  Bank-California).  Without limiting
the foregoing, any property of Borrower which is excluded from the definition of
"Collateral" shall be included within such definition, without further action or
agreement  of  Borrower  or  Lender,  if,  and at such  time,  as any  legal  or
contractual  prohibition on the granting of a security interest in such property
by Borrower to Lender ceases to be in effect.

Copyrights - any and all copyright  rights,  copyright  applications,  copyright
registrations  and like  protections  in each work or authorship  and derivative
work thereof,  whether published or unpublished and whether or not the same also
constitutes  a trade secret,  now or hereafter  existing,  created,  acquired or
held.

Debtor - means a borrower under a Loan Contract or Indirect Loan Contract;

Deposit Account - any demand, time, savings,  passbook or similar account now or
hereafter maintained by or for the benefit of Borrower with an organization that
is engaged in the business of banking  including a bank,  savings bank,  savings
and loan  association,  credit  union  and  trust  companies,  and all funds and
amounts  therein,  whether or not  restricted  or  designated  for a  particular
purpose.

Discount  Rate - means the rate of  interest  equal to one  percent  (1.00%) per
annum in excess of the Base Rate, which shall vary  concurrently with any change
in the Base Rate.

Documents - any and all documents and documents of title, including documents of
title,  bills of lading,  dock warrants,  dock receipts,  warehouse receipts and
other documents of Borrower,  whether or not negotiable,  and includes all other
documents  which  purport to be issued by a bailee or agent and purport to cover
goods in any bailee's or agent's  possession which are either  identified or are
fungible portions of an identified mass,  including such documents of title made
available to Borrower  for the purpose of ultimate  sale or exchange of goods or
for  the  purpose  of  loading,  unloading,  storing,  shipping,  transshipping,
manufacturing,   processing  or  otherwise  dealing  with  goods  in  an  manner
preliminary  to their sale or  exchange,  in each case  whether now  existing or
hereafter acquired.

Eligible  Borrowing  Base  Contract  - means a  Revolving  Loan  Contract  which
satisfies each of the following conditions at the date of determination:

     (a) No event of default  exists under such  contract,  and no default under
such  contract  has been waived,  except that past due payments  that are deemed
acceptable  under  paragraph (b), below,  shall not cause an otherwise  Eligible
Borrowing Base Contract to become ineligible;

     (b) Scheduled  payments by the Lessee or the Debtor under such contract are
current or less than 60 days past the  scheduled  payment date  specified in the
contract;

     (c) The  contract  identifies  Borrower  as the  lessor or  lender,  or, if
another  Person is the  original  lessor or lender,  the  lessor's  or  lender's
interest in the contract and the  underlying  equipment has been  transferred in
writing to Borrower  (if the  Revolving  Loan  Contract is an Indirect  Lease or
Indirect  Loan  Contract,  the term  "Borrower"  in this  clause is  replaced by
"Person in whom Borrower has a Beneficial Interest";

     (d)  There  is  no   indication  on  the  contract  that  Borrower  or  any
predecessor-in-interest  on the contract has transferred or pledged any interest
in the contract to any Person  other than Lender or Borrower  (if the  Revolving
Loan  Contract  is an  Indirect  Lease  or  Indirect  Loan  Contract,  the  term
"Borrower"  in this  clause  is  replaced  by  "Person  in whom  Borrower  has a
Beneficial  Interest") or, if there is such  indication,  such interest has been
validity transferred by such Person to Borrower or Lender;

     (e) If the  contract  is a  lease,  the  lease  and  the  equipment  leased
thereunder  are  owned  by  Borrower  and are  subject  to no Lien  (other  than
Permitted  Liens) in favor of anyone  other than  Lender or to any rights  other
than the rights of the Lessee as lessee under such lease; if a lease is deemed a
security interest under the applicable Uniform  Commercial Code,  Borrower has a
perfected  first-priority security interest in the equipment covered thereby (if
the Revolving Loan Contract is an Indirect Lease or Indirect Loan Contract,  the
term  "Borrower"  in this clause is replaced by "Person in whom  Borrower  has a
Beneficial Interest");

     (f)  Lender  has a  perfected  first  priority  security  interest  in  the
Revolving Loan Contract and, if the Revolving  Loan Contract is a lease,  Lender
has a perfected  first-priority  security  interest in the equipment  subject to
that lease (if the Revolving Loan Contract is an Indirect Lease or Indirect Loan
Contract, Lender has a first priority security interest in Borrower's Beneficial
Interest in the lessor or lender);

     (g) If the  contract is a loan,  the  contract is owned by Borrower  and is
subject to no Lien in favor of anyone  other than  Lender,  and  Borrower  has a
perfected  first  priority  security  interest in the equipment that secures the
loan (if the  Revolving  Loan Contract is an Indirect  Loan  Contract,  the term
"Borrower"  in this  clause  is  replaced  by  "Person  in whom  Borrower  has a
Beneficial Interest");

     (h) The equipment  subject to the contract has been delivered to a customer
for business use and is located in the United  States  (unless  Lender agrees in
writing to waive or modify this requirement as to specified equipment);

     (i) The contract is written;  the contract has not been amended or modified
except by a written document  delivered to Lender; the contract was entered into
or acquired in the ordinary  course of Borrower's  business;  the contract is in
full force and effect and is  enforceable in accordance  with its terms;  to the
best of Borrower's  knowledge,  the equipment covered by the contract is in good
working  order;  the  Lessee or Debtor  has  accepted  the  equipment  delivered
pursuant to the contract as evidenced by a delivery and  acceptance  certificate
executed by the Lessee or Debtor;  if a lease,  the Lessee has commenced  making
rent  payments  pursuant  to the terms of the lease;  if a loan,  the Debtor has
commenced  making  loan  payments  pursuant  to the  loan;  and to the  best  of
Borrower's  knowledge,  no defenses,  offsets,  counterclaims  or disputes exist
under or with  respect  to such  contract  or to the  equipment  covered by such
contract; and

     (j)  All  existing  originals  of  the  contract,  including  any  and  all
schedules,  supplements  and amendments  thereto and  modifications  thereof and
together with any and all promissory  notes and other  instruments as defined in
the  Uniform  Commercial  Code,  evidencing  any  monetary  obligation  owing to
Borrower  in  connection  therewith,  have  been  delivered  to,  and are in the
possession  of Lender (if the Revolving  Loan  Contract is an Indirect  Lease or
Indirect  Loan  Contract,  the term  "Borrower"  in this  clause is  replaced by
"Person in whom Borrower has a Beneficial Interest");

     (k) If the Revolving  Loan  Contract is an Indirect  Lease or Indirect Loan
Contract,  Borrower  shall  have,  prior to the  making of the  Revolving  Loan,
disclosed to Lender in writing the identity of the lessor or lender, as the case
may be, and the nature of Borrower's Beneficial Interest in such Person.

Eligible  Residual Value - means Borrower's  interest in the estimated value, at
the lease  termination date, of equipment subject to a lease that is an Eligible
Borrowing  Base  Contract,  as calculated by Borrower in its ordinary  course of
business and in  accordance  with  generally  accepted  industry  standards  for
valuation  of such  equipment.  If a lease is an Indirect  Lease,  however,  the
Eligible Residual Value shall be that percentage of the foregoing as corresponds
to Borrower's  Beneficial  Interest in the Person that is the lessor. If another
Person has an  interest in a residual  sharing  agreement  and/or a  remarketing
agreement with respect to such equipment,  the Eligible  Residual Value shall be
net of that other Person's interest.

Environmental Law(s) - means all laws, codes,  ordinances,  rules,  regulations,
orders,  decrees and directives issued by any federal,  state, local, foreign or
other  governmental  or  quasi-governmental  authority  or body (or any  agency,
instrumentality or political  subdivision thereof) pertaining to the environment
or to any hazardous materials or wastes, toxic substances,  flammable, explosive
or radioactive materials, asbestos, and/or other similar materials.

Equipment - all of  Borrower's  machinery,  machine  tools,  apparatus,  motors,
equipment, fittings, furniture, furnishings, fixtures, vehicles (including motor
vehicles and trailers), tools, parts, goods (including software imbedded in such
goods) and other tangible personal property (other than Inventory) of every kind
and description  used in Borrower's  operations or owned by Borrower or in which
Borrower  has an interest,  whether now owned or hereafter  acquired by Borrower
and wherever  located,  and all parts,  accessories,  and special tools, and all
increases and accessions thereto and substitutions and replacements therefor.

Event of Default - has the meaning set forth in Article 8 hereof.

Funded Debt - as of any date of  determination,  all  liabilities of Borrower of
whatever  nature  or  duration   including   indebtedness  for  borrowed  money,
obligations  under  capital  leases,  and all other  indebtedness  owed to other
Persons  (including  obligations  under  capital  leases  and  letter  of credit
obligations),  excluding  trade debt incurred in the ordinary course of business
to suppliers.

GAAP - generally accepted  accounting  principles as in effect from time to time
in the United States, consistently applied.

General  Intangibles - all of Borrower's present and future general  intangibles
and other personal property (including payment  intangibles,  electronic Chattel
Paper,   contract  rights,   rights  arising  under  common  law,  statutes,  or
regulations,  choses  or things  in  action,  goodwill,  patents,  trade  names,
trademarks,  servicemarks,  trade secrets, inventions,  copyrights,  blueprints,
drawings, plans, diagrams,  schematics,  purchase orders, customer lists, monies
due or recoverable from pension funds, route lists,  rights to payment and other
rights under any royalty or licensing agreements, infringement claims, software,
information contained on computer disks or tapes, literature, reports, catalogs,
deposit  accounts,  insurance  premium  rebates,  tax  refunds,  and tax  refund
claims), other than goods, Accounts, and Negotiable Collateral.

Governmental  Authority  - any  federal,  state,  local  or  other  governmental
instrumentality or authority or subdivision thereof, domestic or foreign.

Indebtedness  -  all  (a)  obligations  of  Borrower  for  borrowed  money,  (b)
obligations of Borrower evidenced by bonds, debentures,  notes, or other similar
instruments and all reimbursement or other obligations of Borrower in respect of
letters of credit, bankers acceptances,  interest rate swaps, or other financial
products,  (c) obligations of Borrower under capital leases,  (d) obligations or
liabilities  of others  secured by a Lien on any  property or asset of Borrower,
irrespective  of whether such  obligation  or liability is assumed,  and (e) any
obligation  of  Borrower   guaranteeing   or  intended  to  guarantee   (whether
guaranteed,  endorsed,  co-made,  discounted, or sold with recourse to Borrower)
any indebtedness,  lease, dividend, letter of credit, or other obligation of any
other Person.

Indirect Lease - a lease  (including a schedule under a master lease) in which a
Person in whom  Borrower  has a  Beneficial  Interest  is the lessor or has been
assigned the lessor's interest.

Indirect Loan Contract - a loan  contract  (including a schedule  under a master
loan  contract)  or  promissory  note in which a Person in whom  Borrower  has a
Beneficial  Interest is the lender or payee or has been assigned the lender's or
payee's interest.

Insolvency  Proceeding - any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other bankruptcy or insolvency
law,  including  assignments  for the benefit of  creditors,  formal or informal
moratoria, compositions,  extension generally with its creditors, or proceedings
seeking reorganization, arrangement, or other relief.

Instruments - any and all negotiable instruments,  and every other writing which
evidences a right to the payment of a monetary obligation,  in each case whether
now existing or hereafter acquired.

Intellectual  Property Collateral - all of Borrower's right, title, and interest
in and to the following:

     (a) Copyrights, Trademarks and Patents;

     (b) Any and all trade secrets, and any and all intellectual property rights
in computer software and computer  software products now or hereafter  existing,
created, acquired or held;

     (c) Any and all design  rights  which may be  available  to Borrower now or
hereafter existing, creating, acquired or held;

     (d) Any and all  claims  for  damages  by way of past,  present  and future
infringement of any of the rights included  above,  with the right,  but not the
obligation,  to sue for and collect such damages for said use or infringement of
the intellectual property rights identified above;

     (e) All licenses or other rights to use any of the  Copyrights,  Patents or
Trademarks,  and all license  fees and  royalties  arising  from such use to the
extent permitted by such license or rights;

     (f) All  amendments,  renewals  and  extensions  of any of the  Copyrights,
Trademarks or Patents; and

     (g)  All  proceeds  and  products  of  the  foregoing,   including  without
limitation all payments under insurance or any indemnity or warranty  payable in
respect of any of the foregoing.

Inventory - all of Borrower's  presently  existing and hereafter  acquired goods
(including  software  imbedded in such goods),  merchandise  and other  personal
property which are held for sale or lease,  including  those held for display or
demonstration  or out on  lease  or  consignment,  or to be  furnished  under  a
contract of service or are raw  materials,  work in process or materials used or
consumed,  or to be used or consumed in Borrower's  business,  and shall include
any  returns  or  repossessions  thereof  and  all  property  rights,   patents,
copyrights,  trademarks,  plans, drawings,  diagrams,  schematics,  assembly and
display materials relating thereto.

Investment Property - any and all of Borrower's presently existing and hereafter
acquired investment property (as defined in the Code).

Joint  Venture - a joint  venture in which  Borrower has a beneficial  interest,
including but not limited to a joint venture that is the lessor under a lease or
the lender under a loan contract.

Lease - a lease (including a schedule under a master lease) under which Borrower
is the lessor or for which Borrower has been assigned the lessor's interest.

Lending  Office -  Lender's  office  located  at its  address  set  forth on the
signature  pages  hereof,  or such  other  office of Lender as it may  hereafter
designate as its Lending Office by notice to Borrower.

Lessee - means a lessee under any Lease or Indirect Lease;

Letter of  Credit  Rights - any and all of  Borrower's  presently  existing  and
hereafter acquired letter of credit rights (as defined in the Code).

Lien - any lien or security  interest  arising  from a mortgage,  deed of trust,
encumbrance,  pledge, hypothecation,  assignment, deposit arrangement,  security
agreement,  adverse claim or charge,  conditional sale, trust receipt, judgment,
attachment or by operation of law, or from a lease, consignment, or bailment for
security purposes and any agreement to grant any lien or security interest,  and
also   including    reservations,    exceptions,    encroachments,    easements,
rights-of-way,  covenants,  conditions,  restrictions,  leases,  and other title
exceptions and encumbrances affecting Real Property.

Loan Account - the Revolving Loan Account.

Loan  Contract  - a loan  contract  (including  a schedule  under a master  loan
contract) or promissory  note in which  Borrower is the lender or payee or which
Borrower has been assigned the lender's or payee's interest.

Loan  Documents - the Agreement,  all  promissory  notes executed by Borrower in
favor of Lender, any security agreements, guaranties, mortgages, deeds of trust,
environmental  agreements,  financing  statements,   guaranties,   subordination
agreements  or other  documents  with or in favor of Lender  that relate to this
Agreement,  and any other instruments,  documents, or agreements entered into or
effective,  now or in the future,  in  connection  therewith,  including but not
limited to the (a) Agreement  Regarding EKA Chemicals,  Inc. Lease,  dated March
20, 2002, by and between Wells Fargo Bank  Northwest,  N.A.,  formerly  known as
First  Security Bank,  National  Association,  as Trustee of the  ICON/Nashville
Ferry Trust,  ICON/Nashville Ferry LLC, ICON Cash Flow Partners L.P. Seven, ICON
Cash Flow Partners  L.P. Six and ICON Cash Flow  Partners L.P.  Series E, on the
one hand, and Comerica  Bank-California,  on the other hand; and (b) Certificate
Regarding EKA Chemicals,  Inc.  Lease,  dated March 20, 2002,  executed by Wells
Fargo Bank  Northwest,  N.A.,  formerly known as First  Security Bank,  National
Association,  as Trustee of the ICON/Nashville Ferry Trust, EKA Chemicals,  Inc.
and Akzo Nobel, Inc. for the benefit of Comerica Bank-California.

Loans - all loans and  advances of any kind made by Lender to Borrower  pursuant
to the Agreement.

Long  Term  Capital  Leases  - as  of  any  date  of  determination,  all  lease
obligations of Borrower or renewals or extensions  thereof whose  remaining term
exceeds 1 year.

Long  Term  Debt  - as of  any  date  of  determination,  all  debts  and  other
obligations  of Borrower  for  borrowed  money and all  renewals  or  extensions
thereof whose remaining term exceeds 1 year.

Material  Adverse  Change  - a  material  adverse  effect  on (a) the  business,
prospects,  operations,  results of operations, assets, liabilities or condition
(financial or otherwise) of Borrower, (b) the business,  prospects,  operations,
results of operations, assets, liabilities or condition (financial or otherwise)
of ICON Capital  Corp.,  (c) the business,  operations,  results of  operations,
assets,  liabilities  or condition  (financial or otherwise) of Borrower and its
Subsidiaries  taken as a whole, (d) the ability of Borrower or any Subsidiary or
Affiliate  of Borrower to perform its  obligations  under the Loan  Documents to
which it is a party or of Lender to enforce the  Obligations or realize upon the
Collateral,  (e) the value of the  Collateral or the amount that Lender would be
likely to receive (after giving  consideration to delays in payment and costs of
enforcement)  in the  liquidation  of  such  Collateral,  (f)  the  validity  or
enforceability  of this Agreement,  the other Loan Documents,  or the rights and
remedies of Lender  hereunder  or  thereunder,  or (g) the  priority of Lender's
liens with respect to the Collateral.

Maximum  Revolving  Amount - Seventeen  Million  Five Hundred  Thousand  Dollars
($17,500,000.00).

Negotiable  Collateral - all of Borrower's present and future letters of credit,
advises of credit,  certificates of deposit, notes, drafts, money,  Instruments,
Documents, and tangible Chattel Paper.

Obligations - all Loans, advances,  debt, principal,  interest,  fees, expenses,
costs and other amounts owed to Lender by Borrower  pursuant to this  Agreement,
any other agreement, or otherwise,  together with all guaranties,  covenants and
duties owing by Borrower to Lender of any kind or description, whether direct or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter  arising,  including any  interest,  fees,  expenses,  costs and other
amounts owed to Lender that but for the provisions of the Bankruptcy  Code would
have accrued after the  commencement of any Insolvency  Proceeding and including
any debt, liability, or obligation owing from Borrower to others that Lender may
have  obtained  by  assignment  or  otherwise.  Notwithstanding  the  foregoing,
"Obligations" shall not include any agreement between Lender and a Borrower that
is not a Loan  Document  in which the  obligations  of  Borrower  are  expressly
designated  by Lender in writing as  "non-recourse"  or which  Lender  expressly
states in writing shall not be included  within the definition of  "Obligations"
in this Agreement.

Partnership - a partnership in which Borrower is a partner.

Patents  - all  patents,  patent  applications  and like  protections  including
without limitation improvements,  divisions,  continuations,  renewals, reissues
extensions and continuations-in-part of the same.

Permitted  Liens - any: (a) Liens approved in writing by Lender or arising under
this  Agreement  or the  other  Loan  Documents;  (b)  Liens  for  taxes,  fees,
assessments or other  governmental  charges or levies,  either not delinquent or
being contested in good faith by appropriate proceedings, provided the same have
no priority over any of Lender's security  interests;  (c) Liens incurred in the
ordinary course of business of Borrower,  except that (i) no Liens other than in
favor of Lender are  permitted on any of the Leases,  Loan  Contracts  and other
property  identified  in Schedule 1 or  otherwise  the subject of any  Revolving
Loan,  (ii) no Liens other than in favor of Lender are  permitted on  Borrower's
interest in any Person  that is the lessor of an Indirect  Lease or lender on an
Indirect  Loan if such  Indirect  Lease or Indirect  Loan was the subject of any
Revolving  Loan,  and (iii) no Lien is  permitted  on any  equipment  related to
clauses  (i) or (ii)  except in favor of Lender  and,  in the case of  equipment
securing a Loan Contract,  a Lien in favor of Borrower;  (d) Liens consisting of
another  Person's  interest  in a  residual  sharing  agreement  or  remarketing
agreement with respect to the sale of equipment upon the  termination of a Lease
provided that the value of Borrower's interest in such equipment as shown on its
Books and in Borrower's  calculation  of Eligible  Residual Value is net of such
other Person's interest;  and (e) Liens on equipment subject to a Lease that are
expressly permitted by the terms of the Lease.

Person - any individual,  sole  proprietorship,  corporation,  limited liability
company,  partnership,  joint venture, trust, association,  institution,  public
benefit corporation,  firm, or unincorporated organization,  estate, joint stock
company  or  other  similar   organization,   government   agency  or  political
subdivision  thereof,  court,  or  other  legal  entity,  whether  acting  in an
individual, fiduciary or other capacity.

Present Value - means any fixed unpaid payment  obligation owed to Borrower by a
Lessee under a lease or a Debtor under a loan  (including,  without  limitation,
unpaid regularly  scheduled  payments,  puts and balloon payments) (in each case
excluding leases and loans that are not Eligible Borrowing Base Contracts), such
unpaid  payments  to be  discounted  to  their  present  value  on the  date  of
calculation  at the  Discount  Rate.  If the  contract is an  Indirect  Lease or
Indirect  Loan  Contract,  the  Present  Value shall be that  percentage  of the
foregoing  that  corresponds  to  Borrower's  interest in the Person that is the
lessor or lender,  as the case may be. If a lessee  under a lease has the option
to terminate the lease as of a date prior to its scheduled termination date, the
Present Value of that lease shall be the lower of the following: (i) the Present
Value based on the lease  terminating  at such prior date plus the amount of any
payment that the lessee  would be  obligated to pay the lessor upon  exercise of
such option,  discounted to its present value on the date of  calculation at the
Discount  Rate; or (ii) the Present Value based on the lease  terminating at its
scheduled termination date.

Real  Property - means any estates or  interests  in real  property now owned or
hereafter acquired by Borrower.

Regulation D -  Regulation  D of the Board of  Governors of the Federal  Reserve
System, as such regulation may be amended or supplemented from time to time.

Responsible  Officer - the chief executive  officer,  chief financial officer or
chief operating officer of a Person, or such other officer, employee or agent of
such  Person  designated  by a  Responsible  Officer in a writing  delivered  to
Lender.

Revolving Loan Account - has the meaning as set forth in Section 1.1.2 hereof.

Revolving  Loan  Contract  - means a Lease,  Loan  Contract,  Indirect  Lease or
Indirect Loan Contract based on which Lender makes a Revolving  Loan  (including
any and all  schedules,  supplements  and amendments  thereto and  modifications
thereof and together with any and all promissory notes and other instruments, as
defined in the Uniform Commercial Code, evidencing any monetary obligation owing
to  Borrower  in  connection  therewith)  originated  by Borrower or acquired by
Borrower  from the lessor or  lessor's  assignee  or from the lender or lender's
assignee, as the case may be.

Revolving Loan Maturity Date - May 31, 2003.

Stock - means all shares, options, warrants, interests, participations, or other
equivalents  (regardless of how designated) of or in a corporation or equivalent
entity, whether voting or nonvoting, including common stock, preferred stock, or
any other  "equity  security"  (as such term is  defined  in Rule  3a11-1 of the
General  Rules and  Regulations  promulgated  by the SEC  under  the  Securities
Exchange Act of 1934).

Subordinated  Debt - means any debt incurred by Borrower that is subordinated to
the debt owing by Borrower to Lender on terms  reasonably  acceptable  to Lender
(and identified as being such by Borrower and Lender).

Subsidiary - of a Person means any corporation,  partnership,  limited liability
company, or other entity in which (i) any general  partnership  interest or (ii)
more than 50% of the Stock of which by the terms thereof having  ordinary voting
power to elect the Board of  Directors,  managers or trustees of the entity,  at
the time as of which any  determination  is being  made,  is owned by  Borrower,
either directly or through an Affiliate.

Supporting  Obligations  - any  and all of  Borrower's  presently  existing  and
hereafter acquired supporting obligations (as defined in the Code).

Tangible Net Worth - partners'  equity less any value for goodwill,  trademarks,
patents,  copyrights,  leaseholds,  organizational  expense  and  other  similar
intangible items, and any amounts due from partners, officers and Affiliates.

Trademarks - any trademark and servicemark  rights,  whether  registered or not,
applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Borrower connected with and symbolized by
such trademarks.

Trust - a trust in which Borrower has a beneficial  interest,  including but not
limited to a trust that is the lessor  under a lease or the lender  under a loan
contract.

Unmatured  Event of Default - any  condition  or event  which with the giving of
notice or lapse of time, or both, would,  unless cured or waived become an Event
of Default.

<PAGE>
                                   SCHEDULE 1

                   LEASES, LOAN CONTRACTS AND RELATED PROPERTY


     1.  Schedule No. 03, dated May 16, 1997 between  Varilease  Corporation  as
lessor and AZ3 as lessee,  subject to Master  Lease  Agreement,  dated April 25,
1997  between  Varilease  Corporation  as  Lessor  and AZ3 as  Lessee.  Lessor's
interest assigned to Borrower 1 by means of Assignment and Assumption Agreement,
dated January 22, 1998.  Borrower represents that Borrower 1 currently holds the
lessor's interest therein.

     2.  Equipment  Schedule  No. 101 dated  November  10,  1998  between  First
Commercial  Capital  Corp.  as lessor  and  Saberliner  Corporation,  as lessee,
subject to Master Lease  Agreement No.  1008MLSC dated November 10, 1998 between
First  Commercial  Capital Corp. as lessor and Saberline  Corporation as lessee.
Lessor's  interest in lease and equipment  assigned to Borrower 1 by means of an
Assignment  dated  November  24,  1998.  Borrower  represents  that  Borrower  1
currently holds the lessor's interest therein.

     3.  Equipment  Schedule  No. 1, dated  January  19, 1999  between  National
Leasing,  Inc. as lessor and Travel  Bound,  Inc.  as lessee,  subject to Master
Lease Agreement, dated January 19, 1999 between National Leasing, Inc. as lessor
and Travel  Bound,  Inc.,  as lessee.  Lessor's  interest  in lease  assigned to
Borrower 1 by Assignment dated May 3, 1999.  Borrower represents that Borrower 1
currently holds the lessor's interest therein.

     4. Rental Schedule No. 1C, dated August 1, 1998 between  Bridgeway  Capital
Corporation  as lessor and  Headway  Technologies,  Inc.  as lessee,  subject to
Master Equipment Lease Agreement dated August 1, 1998 between  Bridgeway Capital
Corporation  as lessor  and  Headway  Technologies,  Inc.  as  lessee.  Lessor's
interest  assigned  to ICON  Funding  Corp.  by  Notice  and  Acknowledgment  of
Assignment  dated August ___ 1998.  Lessor's  interest  assigned by ICON Funding
Corp. to Borrower 1 by  Assignment  dated August 13, 1998.  Borrower  represents
that Borrower 1 currently holds the lessor's interest therein.

     5. Lease No. 2749-98 dated August 19, 1998 between  National Credit Leasing
Services, Inc. as lessor and LYF Meat & Produce Corp. dba C-Town Supermarket and
Rancho's Food Corp. dba Bravo Supermarket and FJF Columbus Food Corp. dba C-Town
Supermarket, as co-lessees.  Lessor's interest assigned to ICON Funding Corp. by
Assignment dated October 30, 1998.  Lessor's  interest  assigned by ICON Funding
Corp. to Borrower 1 by Assignment  dated October 30, 1998.  Borrower  represents
that Borrower 1 currently holds the lessor's interest therein.

     6. Equipment  Schedule No. I-3, dated September 30, 1998,  between Borrower
1, lessor,  and Petsmart,  Inc.,  lessee,  to Master Lease Agreement dated as of
December 26,  1997.  Borrower  represents  that  Borrower 1 currently  holds the
lessor's interest therein.

     7. Equipment  Schedule No. I-4, dated September 30, 1998,  between Borrower
1, lessor, and Petsmart,  Inc.,  lessee, to Master Lease Agreement,  dated as of
December 26,  1997.  Borrower  represents  that  Borrower 1 currently  holds the
lessor's interest therein.

     8. Aircraft  Part(s)  Lease  Agreement,  dated August 1, 1998,  between AAR
Allen Aircraft,  a division of AAR Airframe & Accessories  Group, Inc. f/k/a AAR
Allen Group, Inc. as lessor and Sabena SA as lessee.  Lessor's interest assigned
to  Borrower  1 by  Assignment  and  Consent  dated  August 31,  1998.  Borrower
represents that Borrower 1 currently holds the lessor's interest therein.

     9. Aircraft Part(s) Lease Agreement,  dated September 1, 1998,  between AAR
Allen Aircraft,  a division of AAR Airframe  Accessories  Group, Inc., f/k/a AAR
Allen Group, Inc. as lessor and Sabena SA as lessee.  Lessor's interest assigned
to Borrower 1 by  Assignment  and Consent  dated  September  30, 1998.  Borrower
represents that Borrower 1 currently holds the lessor's interest therein.

     10.  Equipment  Schedule  No. 1, dated  October 20,  2000,  to Master Lease
Agreement No. 6463,  dated  October 20, 2000.  The lessor under the Master Lease
Agreement is Insight  Investments  Corp.  and the lessee is  Petsmart,  Inc. The
lessor under Equipment  Schedule No. 1 is Borrower 3 and the lessee is Petsmart,
Inc.  Borrower  represents that Borrower 3 currently holds the lessor's interest
under Equipment Schedule No. 1.

     11. Equipment  Schedule Nos. I-7, I-8, I-9 and I-10, each of which is dated
December  28, 1998,  to Master Lease  Agreement,  dated  December 28, 1998.  The
lessor under the Master Lease Agreement is General Electric Capital  Corporation
and the lessee is Regus  Business  Centre Corp.  The lessor under the  Equipment
Schedules is Borrower 3 and the lessee is Regus Business  Centre Corp.  Borrower
represents  that Borrower 3 currently  holds the lessor's  interest  under these
equipment schedules.

     12. Computer Equipment Schedule No. 04, dated June 7, 2000, to Master Lease
Agreement,  dated September 7, 1999. The lessor under the Master Lease Agreement
is General  Electric  Capital  Corporation  and the lessee is CSK Auto, Inc. The
lessor under  Computer  Equipment  Schedule No. 04 is General  Electric  Capital
Corporation and the lessee is CSK Auto, Inc. The lessor's  interest was assigned
to Borrower 3 by an Assignment  dated June 27, 2000.  Borrower  represents  that
Borrower 3 currently holds the lessor's interest under that equipment schedule.

     13. Borrower 1's interest in ICON/Nashville  Ferry LLC. Borrower represents
that: (a) ICON/Nashville  LLC is the beneficiary of ICON/Nashville  Ferry Trust;
and (b) Wells Fargo Bank  Northwest,  N.A., as trustee of  ICON/Nashville  Ferry
Trust,  is lessor under a lease under which EKA  Chemicals,  Inc. is the current
lessee,  as  reflected  in that  Lease  dated  December  4, 1984 by and  between
Security Pacific Financial Leasing, Inc., lessor, and Kemanord, Inc., lessee, as
amended.

     14. Equipment  Schedule Nos. I-1, I-2, I-3, I-4, I-5 and I-6, each of which
is dated December 30, 1999, to Master Lease  Agreement  dated December 28, 1998.
The  lessor  under the  Master  Lease  Agreement  is  General  Electric  Capital
Corporation  and the lessee is Regus Business Centre Corp. The lessor under each
of the  Equipment  Schedules  is ICON Income Fund Eight A L.P. and the lessee is
Regus Business  Centre Corp.  Borrower  represents that ICON Income Fund Eight A
L.P. currently holds the lessor's interest under these Equipment Schedules.

     15. Equipment  Schedule No. I-5, dated October 30, 1998, and No. I-6, dated
December 29, 1998, to Master Lease Agreement dated December 26, 1997. The lessor
under the Master Lease Agreement is General Electric Capital Corporation and the
lessee is Petsmart,  Inc. The lessor  under each of the  Equipment  Schedules is
ICON  Income  Fund  Eight A L.P.  and the  lessee  is  Petsmart,  Inc.  Borrower
represents and warrants that ICON Income Fund Eight A L.P.  currently  holds the
lessor's interest under these Equipment Schedules.


<PAGE>


                                    Exhibit 1

                                Borrower's Report

              (Use Separate Form for Each Borrower's Loan Request)


To:      Comerica Bank-California
         1331 North California Blvd., Suite 400
         Walnut Creek, California 94596

     This Borrower's  Report is being delivered to you pursuant to Section 1.1.3
of the Loan and Security Agreement,  dated as of May 30, 2002, between ICON Cash
Flow Partners L.P. Seven, a Delaware  limited  partnership  ("Borrower 1"), ICON
Income Fund Eight A L.P., a Delaware  limited  partnership  ("Borrower  2"), and
ICON Income Fund Eight B L.P., a Delaware limited partnership ("Borrower 3," and
together with Borrower 1 and Borrower 2, jointly and severally, individually and
collectively,   "Borrower"),  on  the  one  hand,  and  Comerica-Bank-California
("Lender"),  on the other hand  (herein,  as  amended,  modified,  supplemented,
extended or restated from time to time, the "Loan Agreement").  Terms defined in
the Loan Agreement are, unless otherwise defined herein or the context otherwise
requires,  used  herein as defined  in the Loan  Agreement.  Section  references
herein are to the applicable sections of the Loan Agreement.

         Each Borrower hereby certifies to Lender as follows:

     A. ICON Capital Corp. is the sole general partner of each Borrower.

     B.   ___________________________   is  the  duly   qualified   and   acting
_________________  [title of officer] of ICON Capital Corp. and is authorized to
execute this document on behalf of each Borrower.

     C. As of the date hereof, each Borrower has complied, and is in compliance,
with all of the terms,  covenants and  conditions of the Loan  Agreement and the
other Loan  Documents  applicable to it. As of the date hereof,  there exists no
Event of Default under the Loan  Agreement or any of the other Loan Documents or
an event which would  constitute  an Event of Default  upon the lapse of time or
upon  the  giving  of  notice  and the  lapse  of time  specified  therein.  The
representations  and  warranties of each Borrower in the Loan  Agreement and the
other  Loan  Documents  are  true  and  with the  same  effect  as  though  such
representations  and  warranties  had been made by such  Borrower as of the date
hereof.  Each Borrower will continue to be in compliance  with all of the terms,
covenants,  and conditions of the Loan  Agreement and the other Loan  Documents,
and all  representations  and  warranties  will continue to be true, if the Loan
being requested herein is made.

     D. Borrower  hereby requests a Revolving Loan in the amount of $___________
pursuant to Section 1.1.3 of the Loan  Agreement  based on (i) the Present Value
of the contracts identified on Schedule 1 attached hereto, and (ii) the Eligible
Residual  Values of  equipment  subject to the leases  identified  on Schedule 2
attached hereto. Borrower hereby certifies that each of the contracts identified
on Schedule 1 is an Eligible  Borrowing  Base  Contract,  and the Present  Value
shown for each such contract was calculated in accordance  with the terms of the
Loan  Agreement.  Borrower  also  certifies  that the  equipment  identified  on
Schedule 1 is a true and correct  description  of the equipment  related to such
contract.  Borrower  hereby  certifies  that each of the  leases  identified  on
Schedule 2 is an Eligible  Borrowing Base Contract.  Borrower further  certifies
that the equipment identified on Schedule 2 is a true and correct description of
the  equipment  whose  Eligible  Residual  Value is the subject of the requested
Revolving  Loan and that the  Eligible  Residual  Value shown for the  equipment
subject to each such lease was  calculated in  accordance  with the terms of the
Loan  Agreement.  The  Borrower  to  whom  the  Revolving  Loan is to be made is
________________________.

     E. Attached  hereto as Schedule 3 is a  calculation,  on a pro forma basis,
showing that, after the Requested Loan, Borrower shall be in compliance with the
Borrowing Base and each of the sublimits set forth in the Agreement.

     F. Borrower  requests  that the Loan be made to it on the  following  date:
_______________________.

     G.  Borrower  requests that the proceeds of the Loan be disbursed by Lender
in the following manner: _________________________________________.

     H. The following are true and correct  computations as of _________________
[date] of the items shown:

<TABLE>
<CAPTION>

<S>                                         <C>                                <C>
1.  Maximum Loan Limitation
     a.  Maximum Availability:
          i.  Maximum Revolving Amount      $17,500,000

          ii.  Borrowing Base                        $___________
          iii.  Lesser of i. or ii., above:                                   $___________
      b.  Less:  Principal Amount Outstanding
         of All Revolving Loans, Prior to New
         Revolving Loan                                                        $___________
       c.  Net Available:                                                      $___________
          d.  Amount of New Revolving Loan
         (May Not Exceed 1.c., above)                                          $___________

2.  Individual Borrower Loan Limitation.
     a.  Name of Borrower to Whom New Revolving
          Loan is Made    ______________________________________________
       b.  Tangible Net Worth of Borrower to Whom New
         Revolving Loan is Made                                                $___________
    c.  One-half of 2.b., above:                                               $___________
    d.  Principal Amount Outstanding of All Revolving Loans
         to Individual Borrower to Whom New Revolving Loan
            is Made, Including New Revolving Loan
         (May Not Exceed 2.c., above)                                          $___________

</TABLE>


     IN  WITNESS   WHEREOF,   the   undersigned  has  executed  this  Notice  of
Borrowing/Borrower's Report on ______________________ [date].


                                                 ICON CASH FLOW
                                                 PARTNERS L.P. SEVEN
                                                 By:  ICON Capital
                                                 Corp., its general
                                                 partner

                                                 By:
                                                      Name:
                                                      Title:


                                                 ICON INCOME FUND
                                                 EIGHT A L.P.
                                                 By:  ICON Capital
                                                 Corp., its general
                                                 partner

                                                 By:____________________________

                                                 Name:__________________________

                                                 Title:_________________________


                                                 ICON INCOME FUND
                                                 EIGHT B L.P.
                                                 By:  ICON Capital
                                                 Corp., its general
                                                 partner

                                                 By:____________________________

                                                 Name:__________________________

                                                 Title:_________________________





<PAGE>

                                    Exhibit 2

                                 Promissory Note

$17,500,000.00
Date:  May 30, 2002

     FOR VALUE RECEIVED, the undersigned,  ICON Cash Flow Partners L.P. Seven, a
Delaware limited partnership,  ICON Income Fund Eight A L.P., a Delaware limited
partnership,  and ICON Income Fund Eight B L.P., a Delaware limited partnership,
jointly and severally  promise to pay to Comerica  Bank-California  ("Bank") the
principal sum of Seventeen  Million Five Hundred  Thousand  Dollars and No Cents
($17,500,000.00)  or, if less, the unpaid  principal amount owed pursuant to the
Loan made by Bank  under the Loan and  Security  Agreement,  dated May 30,  2002
between ICON Cash Flow Partners L.P. Seven, a Delaware limited partnership, ICON
Income Fund Eight A L.P., a Delaware limited  partnership,  and ICON Income Fund
Eight B L.P.,  a Delaware  limited  partnership,  on the one hand,  and Comerica
Bank-California,  on the other hand ("Loan Agreement"),  on the dates and in the
amounts set forth in the Loan Agreement. The undersigned further promises to pay
interest  on the unpaid  principal  amount  hereof on the dates and at the rates
calculated in accordance with the Loan Agreement.

     The principal of and interest on this Note shall be payable in lawful money
of the United States of America, in immediately  available funds without set-off
or  counterclaim,  without  penalty or  premium,  free and clear of, and without
deduction  for, any taxes,  restrictions  or conditions of any nature (except as
otherwise permitted by the Loan Agreement). All payments hereunder shall be made
to the Bank at 1331  North  California  Boulevard.,  Suite  400,  Walnut  Creek,
California 94596, or such other address as Bank may designate in writing.

     This Note is one of the Notes referred to in the Loan Agreement.  Reference
is made to the Loan  Agreement for  provisions  relating to, among other things,
prepayment and acceleration of the maturity  hereof.  Borrower will promptly pay
all costs and  expenses  (including,  without  limitation,  reasonable  fees and
disbursements  of counsel)  suffered or incurred by Bank in connection  with the
enforcement  by Bank of its right to payment of any sum  hereunder or any of its
rights hereunder.

     Capitalized terms used but not otherwise defined herein are used as defined
in the  Loan  Agreement.  This  Note  shall  be  governed  by and  construed  in
accordance with the laws of the State of California.










     IN WITNESS WHEREOF,  Borrower has caused this Note to be executed as of the
date first written above.

       ICON CASH FLOW PARTNERS L.P. SEVEN, a Delaware limited
       partnership
       By:  ICON Capital Corp., its general partner

       By:
            Name:
            Title:

       ICON INCOME FUND EIGHT A, L.P.,
       a Delaware limited partnership
       By:  ICON Capital Corp., its general partner

       By:_______________________________
            Name:___________________________
            Title:____________________________

       ICON INCOME FUND EIGHT B, L.P.,
       a Delaware limited partnership,
       By:  ICON Capital Corp., its general partner

       By:________________________________
               Name:___________________________
                        Title:____________________________
<PAGE>


                                    Exhibit 3

                             Compliance Certificate

To:      Comerica Bank-California
         1331 North California Blvd., Suite 400
         Walnut Creek, California 94596

     This  Compliance  Certificate  is given  pursuant to Section  5.5.5 of that
certain  Loan and  Security  Agreement,  dated  as of May 30,  2002  (the  "Loan
Agreement"), by and between ICON Cash Flow Partners L.P. Seven, ICON Income Fund
Eight A L.P.  and ICON  Income  Fund Eight B L.P.  (collectively  referred to as
"Borrower"),  on the one hand, and Comerica Bank-California  ("Lender"),  on the
other  hand.  All  initially  capitalized  terms  used but not  defined  in this
Compliance  Certificate  shall have the  meanings  assigned to such terms in the
Agreement.  Section references herein are to the applicable sections of the Loan
Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     A. ICON Capital Corp. is the sole general partner of each Borrower.

     B.  ______________  (the  person  signing  this  certificate)  is the  duly
qualified  and acting  Chief  Financial  Officer of ICON  Capital  Corp.  and is
authorized to execute this document on behalf of each Borrower.

     C. Except as stated in Paragraph D, below: (i) As of the date hereof,  each
Borrower has complied,  and is compliance with, all of the terms,  covenants and
conditions of the Loan Agreement and the other Loan Documents  applicable to it;
(ii) As of the date hereof,  therein  exists no Event of Default  under the Loan
Agreement  or any of the other Loan  Documents or an event which  constitute  an
Event of  Default  upon the lapse of time or upon the  giving of notice  and the
lapse  of  time  specified  therein;  and  (iii)  As of  the  date  hereof,  the
representations  and  warranties of each Borrower in the Loan  Agreement and the
other  Loan  Documents  are  true  and  with the  same  effect  as  though  such
representations  and  warranties  had been made by such  Borrower as of the date
hereof.

     D.      Exceptions      to      Paragraph      C     (if      none,      so
state):______________________________
______________________________________________________________________________

     The  financial   statement  of  Borrower   attached   hereto  dated  as  of
___________________,  and  submitted  to Lender  pursuant to the Loan  Agreement
shows compliance with all financial covenants specified therein, and Borrower is
in compliance with all such financial  covenants (unless otherwise noted below),
as follows:


<TABLE>
<CAPTION>


COVENANT:                                                                         ACTUAL:

<C>                                               <C>                           <C>
7.1      Minimum Aggregate Tangible Net Worth:    $125,000,000                  $_____________

7.2      Minimum Tangible Net Worth for Each Borrower:

         a.  ICON Cash Flow Partners L.P. Seven                                 $____________
              i.  Outstanding Balance on Revolving
                  Loans Made to That Borrower                 $_____________
                 ii.  Required Tangible Net Worth for
                  that Borrower
                  (Twice Amount in (i))                       $_____________



         b.  ICON Income Fund Eight A L.P.                                      $_____________
              i.  Outstanding Balance on Revolving
                  Loans Made to that Borrower                 $_____________
             ii.  Required Tangible Net Worth for
                  that Borrower
                    (Twice Amount in (i))                     $______________



         c.  ICON Income Fund Eight B L.P.                                      $______________
              i.  Outstanding Balance on Revolving
                  Loans Made to that Borrower                 $______________
              ii.  Required Tangible Net Worth for
                  that Borrower
                     (Twice Amount in (i))                    $______________


7.3      Aggregate Maximum Debt to
         Tangible Net Worth Ratio:                            1.0 to 1.0        ________________


7.4      Profitability for Each Borrower

         a.  ICON Cash Flow Partners L.P. Seven      $1.00 Annually    _________________

         b.  ICON Income Fund Eight A, L.P.          $1.00 Annually    _________________

         c.  ICON Income Fund Eight B, L.P.          $1.00 Annually    _________________

</TABLE>


                  ICON CASH FLOW PARTNERS L.P. SEVEN
                  By:  ICON Capital Corp., its general partner

                         By:_________________________
                             Name:
                             Title:  Chief Financial Officer


                  ICON INCOME FUND EIGHT A, L.P.
                   By:  ICON Capital Corp., its general partner

                          By:_________________________
                              Name:
                              Title:  Chief Financial Officer

                  ICON INCOME FUND EIGHT B, L.P.
                  By:  ICON Capital Corp., its general partner

                          By:_________________________
                               Name:
                               Title:  Chief Financial Officer



<PAGE>


                                    Exhibit 4

         Borrowing Base / Eligible Borrowing Base Contract Aging Report

This  Borrowing  Base / Eligible  Borrowing  Base Contract Aging Report is being
delivered to you pursuant to Section  5.5.3 of the Loan and Security  Agreement,
dated as of May 30, 2002,  by and between ICON Cash Flow  Partners  L.P.  Seven,
("Borrower 1" or "ICON 7"), ICON Income Fund Eight A L.P.  ("Borrower 2" or ICON
8A"), ICON Income Fund Eight B L.P. ("Borrower 3" or "ICON 8B" and together with
Borrower 1 and Borrower 2, jointly and severally, individually and collectively,
"Borrower"),  on the one hand, and Comerica Bank - California, on the other hand
("Lender") (herein, as amended, modified,  supplemented or extended from time to
time  called the "Loan  Agreement".  Terms  defined in the Loan  Agreement  are,
unless otherwise defined herein or the context otherwise  requires,  used herein
as  defined  in  the  Loan  Agreement.  Section  references  herein  are  to the
applicable sections of the Loan Agreement

Each Borrower hereby certifies to Lender as follows:

     1 Except as stated in Paragraph 2, below,  each of the contracts  described
below is an Eligible Borrowing Base Contract.

     2      Exceptions      to      Paragraph      1      (if      none,      so
state):____________________________________

     3 Except as stated in Paragraph 4, below,  each of the contracts  described
below is an Eligible Residual Value of an Eligible Borrowing Base Contract.

     4      Exceptions      to      Paragraph      3      (if      none,      so
state):____________________________________


Present  Value of  Selected  Eligible  Borrowing  Base  Contracts  and  Eligible
Residual  Values  Projected as of  ___________________  (Date)  Calculated  at a
Present Value of __________ (Base Rate plus 1.0%).

                             Notes to Borrowing Base

A)  Maximum  Line  Availability  to be the  lesser  of  the  Borrowing  Base  or
$17,500,000

B)  Borrowing  Base to be based on  Eligible  Residual  Values will be capped at
$1,000,000

C) Gross and discounted lease receivables and residual values listed for the EKA
Chemicals reflect ICON 7's 50% interest in this lease investment.



<TABLE>
<CAPTION>

------------------- --------------- ------------ --------------- ---------------- ----------------- ----------------
<S>    <C>           <C>            <C>           <C>            <C>               <C>                 <C>
ICON 7 Lessee        Equip. Type       Gross      PV of Lease    Gross Residual    PV of Residual
                                    Lease Rec.        Rec.                                             Exp. Date
------------------- --------------- ------------ --------------- ---------------- ----------------- ----------------
EKA Chemicals
Petsmart
Petsmart
Sabena
Sabena
AZ 3
Sabreliner
Travel Bound
Headway Tech.
C-Town Sprmkt.


  -------------- ------------ --------------- ---------------- -----------------
 Sub Totals      $0           $0              $0               $0

 ICON 7               PV of Leases          $0           x  85%  =     $0
 Borrowing            PV of Residuals       $0           x  15%  =     $0
 Base
                                                                       ---------
                                                                       ---------
                                              ICON 7 Total             $0

     Tangible  Net Worth of ICON 7 as of last day of  preceding  month  (provide
exact amount if known; otherwise, provide estimate): $_______________


<CAPTION>

------------------- --------------- --------------- -------------- --------------- --------------- ---------------
<S>                 <C>             <C>             <C>            <C>             <C>             <C>
ICON 8A Lessee      Equip. Type     Gross Lease     PV of Lease    Gross Residual  PV of Residual
                                    Rec.            Rec                                            Exp. Date



------------------- --------------- --------------- -------------- --------------- --------------- ---------------
                    Sub Totals      $0              $0             $0              $0

                    ICON 8A              PV of Leases            $0              x  85%  =      $0
                    Borrowing            PV of Residuals         $0              x  15%  =      $0
                                                                                                --------
                                                                                                --------
                    Base                                             ICON 8A Total              $0

     Tangible  Net Worth of ICON 8A as of last day of preceding  month  (provide
exact amount if known; otherwise, provide estimate): $_______________.
<CAPTION>
<S>                 <C>             <C>             <C>            <C>             <C>             <C>
------------------- --------------- --------------- -------------- --------------- --------------- ---------------
ICON 8B Lessee      Equip. Type     Gross Lease     PV of Lease    Gross Residual  PV of Residual
                                    Rec.            Rec                                            Exp. Date
------------------- --------------- --------------- -------------- --------------- --------------- ---------------
CSK Auto Regus
Petsmart
                    ----------------- -------------- -------------- --------------- -------------- ---------
                    Sub Totals        $0             $0             $0              $0

                    ICON 8B              PV of Leases          $0               x  85%  =         $0
                    Borrowing            PV of Residuals       $0               x  15%  =         $0
                                                                                                  -----------
                                                                                                 ---------
                    Base                                            ICON 8B Total                $0

--------------------------- ---------------------- ---------- ------------------------------- ----------
TOTALS
--------------------------- ---------------------- ---------- ------------------------------- ----------
Total Borrowing             PV of Leases           $0          x  85%  =                      $0
Base                        PV of Residuals        $0          x  15%  =                      $0
                                                                                              ----------



                                                                                             ----------
                                                              Total Borrowing Base            $0

</TABLE>


Tangible Net Worth of ICON 8B as of last day of preceding  month  (provide exact
amount if known; otherwise, provide estimate): $______________
<PAGE>

IN WITNESS  WHEREOF,  the undersigned have executed and delivered this Report on
__________,____.

                             ICON CASH FLOW PARTNERS L.P. SEVEN
                             By:  ICON Capital Corp., its general partner

                             By:_______________________________________

                             Name:____________________________________

                             Title:_____________________________________


                             ICON INCOME FUND EIGHT A L.P.
                             By:  ICON Capital Corp., its general partner

                             By:_______________________________________

                             Name:____________________________________

                             Title:_____________________________________


                             ICON INCOME FUND EIGHT B L.P.
                             By:  ICON Capital Corp., its general partner

                             By:_______________________________________

                             Name:____________________________________

                             Title:_____________________________________



<PAGE>

SF 1254 1v2 04/08/2003

                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FIRST  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of December 12, 2002 by and between ICON Cash Flow Partners L.P.  Seven,
a Delaware limited partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability company ("Borrower 4"), on the one hand, and Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with  respect  to the Loan and  Security  Agreement,  dated as of May 30,  2002,
entered  into by Borrower 1,  Borrower 2,  Borrower 3 and Lender (as amended and
modified through but excluding the date hereof, the "Agreement")."

                                    RECITALS

     WHEREAS,  Borrower 1, Borrower 2,  Borrower 3, and Lender  entered into the
Agreement;

     WHEREAS,  Borrower 1, Borrower 2, Borrower 3 and Borrower 4 have  requested
that Borrower 4 be added as a Borrower under the Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

         2.       Amendments.

     (a)  Borrower  4 is deemed a  "Borrower,"  as that term is  defined  in the
Agreement.

     (b) Section  1.9.1 of the  Agreement is amended by inserting  the following
sentence immediately after the third sentence in the first paragraph:

     Borrower  authorizes  Lender to  automatically  deduct from deposit account
number 1892187368 maintained by Borrower 4 with Lender the portion of the amount
of  principal,  interest  and late  charges due  allocable  to Borrower 4 (which
allocation shall be based on Loans to Borrower 4 and payments by Borrower 4).

     (c) Section 4.1 of the  Agreement  is amended by  inserting  the  following
sentence immediately after the third sentence:

     Borrower 4 is a limited liability company,  duly organized and existing and
in good standing under the laws of the state of Delaware, which shall survive at
least two years beyond the maturity of any Loans hereunder.

(d)      Section 4.2 of the Agreement is amended to read as follows:

     4.2 Agreement Authorized.  The execution,  delivery and performance of this
Agreement  and the Loan  Documents  are duly  authorized  and do not require any
registration with, consent or approval of, or notice to, or other action with or
by,  any  governmental   body  or  other  regulatory   authority;   are  not  in
contravention  of or in  conflict  with  any law or  regulation  or any  term or
provision  of  the  formation,  organizing  or  operating  agreements  or  other
documents  of any  Borrower,  and  this  Agreement  and each of the  other  Loan
Documents  is a  valid,  binding  and  legally  enforceable  obligation  of each
Borrower in accordance with its terms, subject only to bankruptcy, insolvency or
similar laws affecting creditors' rights generally.

     (e) Section 4.7 of the  Agreement  is amended by  inserting  the  following
sentence at the end:

     The chief  executive  office of Borrower 4 is located in New York City, New
York. Borrower 4's Organizational Identification Number is 3413575. Borrower 4's
Tax Identification Number is 13-4183234.

     (f) Section 4.8 of the Agreement is amended to read as follows:

     General Partner/Manager.  ICON Capital Corp. is the sole general partner of
each Borrower that is a  partnership.  ICON Capital Corp. is the sole manager of
each  Borrower  that is a limited  liability  company.  ICON Capital  Corp. is a
corporation  duly  organized and existing and in good standing under the laws of
the State of  Connecticut.  ICON Capital Corp.  has the  appropriate  powers and
adequate authority,  rights,  licenses and franchises to own its property and to
carry on its business as now conducted,  and is duly qualified, in good standing
and has all  licenses  necessary  in  California  and in each state in which the
character of the  properties  owned by it therein or the conduct of its business
makes such qualification or licenses necessary. ICON Capital Corp. has the power
and adequate  authority to make and carry out this  Agreement and the other Loan
Documents  in its  capacity  as  general  partner  of  each  Borrower  that is a
partnership

     (g) Section  5.5.5 of the  Agreement  is amended by deleting  the phrase "a
Compliance  Certificate  of the chief  financial  officer of Borrower's  general
partner" and replacing it with the phrase "a Compliance Certificate of the chief
financial officer of Borrower's general partner (if the applicable Borrower is a
partnership)  and of the chief financial  officer of Borrower's  manager (if the
applicable Borrower is a limited liability company)."

(h)      Section 7.1 of the Agreement is amended to read as follows:

     Aggregate  Tangible  Net Worth.  All  Borrowers,  in the  aggregate,  shall
maintain,  as of the last day of the specified  quarter, a Tangible Net Worth of
not less than $140,000,000.


     (i)  Exhibits  1, 3 and 4 to the  Agreement  are  deleted  and  replaced by
Exhibits 1, 3 and 4 to this Amendment.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties  hereto.  Borrower 4 is
bound by the Loan Documents, as amended by this Amendment, to the same extent as
if it had executed  them.  Each  reference in the Agreement or in the other Loan
Documents to the Agreement shall mean the Agreement as amended hereby unless the
context  otherwise  requires.  This Amendment and the Agreement shall be read as
one document. Without limiting the generality of the foregoing,  nothing in this
Amendment  entitles  Borrower to receive  advances of any funds,  or extends the
maturity date for repayment, beyond that expressly set forth in the Agreement.

     4. Compliance with Loan Documents. Each Borrower represents and warrants to
Lender as follows: as of the date hereof, each Borrower has complied,  and is in
compliance,  with  all  of the  terms,  covenants  and  conditions  of the  Loan
Agreement and the other Loan Documents  applicable to it. As of the date hereof,
there  exists no Event of Default  under the Loan  Agreement or any of the other
Loan  Documents or an event which would  constitute an Event of Default upon the
lapse of time or upon the  giving  of  notice  and the  lapse of time  specified
therein.  The  representations  and  warranties  of each  Borrower  in the  Loan
Agreement  and the other  Loan  Documents  are true and with the same  effect as
though such  representations and warranties had been made by such Borrower as of
the date hereof. Each Borrower will continue to be in compliance with all of the
terms,  covenants,  and  conditions  of the Loan  Agreement  and the other  Loan
Documents, and all representations and warranties will continue to be true, upon
this Amendment becoming effective.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective as of December 12, 2002 when:

     (a) This  Amendment  is executed by  Borrower  1,  Borrower 2,  Borrower 3,
Borrower 4 and Lender;

     (b) Lender shall have received an original,  executed  Amended and Restated
Note from Borrower, in the form of Exhibit 2 hereto, duly completed;

     (c) Lender shall have received and filed a UCC financing statement with the
appropriate official of the state where Borrower 4 is located;

     (d)  Lender  shall have  received  certified  copies of the  organizational
documents  and operating  agreements of Borrower 4 and its manager,  in form and
substance satisfactory to Lender;

     (e) Lender  shall have  received  certified  copies of all action  taken by
Borrower 4 to authorize  the  execution,  delivery and  performance  of the Loan
Documents;

     (f)  Lender  shall  have  received  good  standing  certificates  from  the
appropriate  secretary of state of the state in which Borrower 4 and its manager
are organized;

     (g)  Borrower 4 shall  have  become a party to the  Contribution  Agreement
referred to in Section 5.18 of the Agreement by means of a document  executed by
all Borrowers, and Lender shall have received a copy of such executed document.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

<TABLE>
<CAPTION>



<S>                                              <C>
ICON CASH FLOW PARTNERS L.P.                     ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership            a Delaware Limited Liability Company
By ICON Capital Corp., its general partner       By:  ICON Capital Corp., its manager

By:___________________________                   By:__________________________
         Paul B. Weiss, President                         Paul B. Weiss, President
                                                          Address for Notices:
                                                          ICON INCOME FUND NINE, LLC
                                                          Attention:  General Counsel
                                                          100 5th Avenue, 10th Floor
                                                          New York, New York 10011
                                                          Facsimile No.:  (212) 418-4739


ICON INCOME FUND EIGHT A L.P.,                   COMERICA BANK-CALIFORNIA,
a Delaware Limited Partnership                   a California banking corporation
By ICON Capital Corp., its general partner
                                                 By: ___________________________
By:_____________________________                          John Esposito
         Paul B. Weiss, President                         Vice President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President



</TABLE>




<PAGE>

                               SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



     This SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of April 9, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ('Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ('Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ('Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ('Borrower 4" and together with Borrower 1,
Borrower  2  and  Borrower  3,  'Borrower"),  on  the  one  hand,  and  Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with respect to the Loan and Security  Agreement,  dated as of May 30, 2002, and
the First  Amendment  to Loan and  Security  Agreement,  dated as of December 1,
2002,  entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender
(as  amended  and  modified   through  but  excluding   the  date  hereof,   the
"Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  Borrower 1,  Borrower 2 and Borrower 3 violated a covenant in the
Agreement by each failing to earn a net profit after taxes of at least $1.00 for
the fiscal  year ending  December  31,  2002,  as required by Section 7.4 of the
Agreement ("Section 7.4 Profitability Covenant");

     WHEREAS,  Borrower has  requested  that Lender  waive the  violation of the
Section 7.4  Profitability  Covenant  described in the preceding recital for the
fiscal year ending December 31, 2002 only;

     WHEREAS,  Borrower  represent and warrant that, except for the violation of
the Section 7.4  Profitability  Covenant for the fiscal year ending December 31,
2002, described above, they each are in compliance with all terms, covenants and
conditions  of the  Agreement  and all  representations  and  warranties  in the
Agreement are true and correct;

     WHEREAS,  Borrower  represent  and warrant  that,  upon  execution  of this
Amendment,  they  will  each be in  compliance  with all  terms,  covenants  and
conditions  of  the   Agreement,   as  amended  by  this   Amendment,   and  all
representations and warranties made by them in the Agreement, as amended by this
Amendment, are and will be true and correct;

     WHEREAS,  a deposit  account  in the name of  Borrower 4 is  maintained  at
Lender, in the name of Borrower 4, and Lender has a perfected  security interest
in that deposit  account and the  proceeds  thereof  pursuant to the  Agreement,
which account has on deposit the sum of $9,000,000.00 or more;

Borrowers:        ICON 7, ICON 8A, ICON 8B, ICON 9
2nd Amendment to Loan and Security Agreement


<PAGE>

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

                       NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

     2.  Amendments.  A new  Section  5.12.3 is added to  Agreement,  to read as
follows:

     5.12.3  Maintain on deposit with Lender in Deposit Account  1892187368,  or
such other deposit account or accounts as Borrower and Lender may agree, cash in
an amount  equal to or greater  than the  outstanding  principal  balance of the
Loans.  Borrower agree that Lender may refuse to allow any withdrawal  from such
deposit  account  or  accounts  if the effect of doing so would be to reduce the
cash  balance to an amount less than the  outstanding  principal  balance of the
Loans.  In addition,  Borrower may not obtain a Revolving  Loan if the effect of
doing so would be to increase the outstanding  principal balance of the Loans to
an amount greater than the amount of cash in the above-described deposit account
or accounts.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each  represents and warrants to Lender as follows:  Except as stated
in the Recitals to this Amendment:  (a) as of the date hereof, each Borrower has
complied, and is in compliance,  with all of the terms, covenants and conditions
of the Loan Agreement and the other Loan  Documents  applicable to it; (b) as of
the date hereof,  there exists no Event of Default  under the Loan  Agreement or
any of the other Loan  Documents or an event which would  constitute an Event of
Default  upon the lapse of time or upon the  giving  of notice  and the lapse of
time  specified  therein;  and (c) the  representations  and  warranties of each
Borrower in the Loan  Agreement  and the other Loan  Documents are true and with
the same effect as though such  representations  and warranties had been made by
such  Borrower  as of the date  hereof  Each  Borrower  further  represents  and
warrants that, upon this Amendment becoming

Borrowers: ICON 7, ICON SA, ICON 8B, ICON 9          2.
2nd Amendment to Loan and Security Agreement


<PAGE>



effective, each Borrower will be in compliance with all of the terms, covenants,
and  conditions  of the Loan  Agreement  and the other Loan  Documents,  and all
representations and warranties will be true.

     5.  Authorization  Each  party  hereto  represents  to the  other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of April 9, 2003 when this  Amendment  is  executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.



Borrowers:        ICON 7, ICON 8A, ICON 8B, ICON 9
2nd Amendment to Loan and Security Agreement

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.


ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:____________________________
         Paul B. Weiss, President




     ICON  INCOME  FUND EIGHT A L.P.,  a Delaware  Limited  Partnership  By ICON
Capital Corp., its general partner

ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By:   ICON Capital Corp., its manager


By:_______________________________
         Paul B. Weiss, President
         Address for Notices:
         ICON INCOME FUND NINE, LLC
         Attention: General Counsel
         100 5thAvenue, 10th Floor
         New York, New York 10011
         Facsimile No.: (212) 418-4739


COMERICA BANK-CALIFORNIA, a California banking corporation

By:______________________________
         John Esposito, Vice President


By:_________________________
         Paul B. Weiss, President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner

By:__________________________
         Paul B. Weiss, President



Borrowers:  ICON 7, ICON 8A, ICON 88, ICON 9 2'"  Amendment to Loat and Security
Agreement

<PAGE>

                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This THIRD  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 31, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California,  and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California  (as amended and modified through but excluding the date hereof,
the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the Revolving  Loan Maturity Date under the Agreement is July 31,
2003;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity Date to May 31, 2004;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

2.       Amendments.

     (a) The definition of "Borrowing  Base" in the Agreement is amended to read
as follows:

     Borrowing  Base - means 80% of the Present Value of the Eligible  Borrowing
Base Contracts, plus Pledged Cash.




     (b) A new definition of "Cash  Equivalents"  is added to the Agreement,  to
read as follows:

     Cash  Equivalents - the sum  outstanding,  at any one time, of (i) all cash
(in United  States  dollars)  owned by  Borrower at such time plus (ii) the fair
market value of all cash  equivalents and short term investments (as those terms
are  defined in GAAP) owned by  Borrower  at such time,  in each case  excluding
Pledged Cash.

     (c) The  definition of "Eligible  Borrowing Base Contract" in the Agreement
is amended by adding the following subsections:

     (l) At the time Borrower  seeks to have Lender make a Revolving  Loan based
on such contract, the Lessee or Debtor, as the case may be, must have a Standard
& Poor's  bond  rating  of BBB or  better  or a Risk  Rating  of 3 or  better on
Lender's internal risk rating system;

     (m) Lender,  in its sole and  absolute  discretion,  determines  that it is
willing to make a Revolving Loan based on such contract;

     (n)  Lender  shall  have  received  a written  acknowledgment,  in form and
substance  satisfactory to Lender, from the Debtor or Lessee, as the case may be
(and from the lender or lessor if the contract is an Indirect  Loan  Contract or
an Indirect Lease) authenticating the contract, identifying the existing parties
to the contract,  stating that the contract is in full force and effect, stating
that no default  exists under the contract,  stating that no  prepayments on the
contract have been made (or identifying such prepayments if any have been made),
stating  that the  acknowledging  party has not  received  any  notice  that the
lender's/lessor's  interest in the contract has been  assigned or pledged to any
other person, and providing such other information as Lender may request.  As to
contracts  based on which  Lender made a Revolving  Loan prior to July 31, 2003,
such  written  acknowledgment  must be received  by Lender  within 45 days after
Lender's demand to Borrower for such an acknowledgment; and

     (o) Payments  made on contracts of the type  described in Sections  2.11(a)
and 2.11(c) of this  Agreement  on or after  October 1, 2003 are received in the
Lockbox;  and payments  paid to a Borrower with respect to contracts of the type
described in Section  2.11(b) of this  Agreement on or after October 1, 2003 are
received in the Lockbox.

     (d) A new definition is added to the Agreement, to read as follows:

     Lockbox - has the meaning set forth in Section 2.11(a) hereof.

     (e) A new definition is added to the Agreement, to read as follows:

     Pledged Cash - Cash owned by Borrower  maintained  in a deposit  account or
deposit  accounts  with  Lender in the name of one or more  Borrowers,  in which
Lender has a perfected  first priority  security  interest to secure payment and
performance of the Obligations, and which Borrower has agreed in writing may not
be withdrawn by Borrower.

     (f) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

     Revolving Loan Maturity Date - May 31, 2004.

     (g) Section 1.3.1 of the Agreement is amended to read as follows:

     1.31  Facility  Fee. A Facility Fee in the amount of  $87,500.00  per year,
payable in arrears in installments of $21,875.00 per quarter payable on June 30,
September 30,  December 31, and March 31 of each year through the Revolving Loan
Maturity  Date or, if an extension of time beyond the  Revolving  Loan  Maturity
Date for advances and  repayment is provided,  through the end of the  extension
period.

     (h) A new Section 2.11 is added to the Agreement to read as follows:

2.11     Lockbox.

     (a) On all Loan Contracts and Leases based on which Lender has made a Loan,
Borrower  shall notify all Debtors and Lessees in writing,  by means of a letter
in the form attached hereto as Exhibit 5, to remit all payments to a post office
box  designated by Lender,  to which only Lender shall have access  ("Lockbox"),
and notify such  Debtors and Lessees  that such  designation  may not be changed
without the written consent of Comerica Bank.

     (b) On all  Indirect  Loan  Contracts  and  Indirect  Leases based on which
Lender  has made a Loan,  when the lender or lessor is not an  Affiliate  of any
Borrower,  Borrower shall notify the applicable lender or lessor in writing,  by
means of a  letter  in the form  attached  hereto  as  Exhibit  6, to remit  all
payments  payable to such  Borrower  to the  Lockbox,  and notify such lender or
lessor that such  designation  may not be changed without the written consent of
Comerica Bank.

     (c) On all  Indirect  Loan  Contracts  and  Indirect  Leases based on which
Lender  has made a Loan,  when the  lender  or  lessor  is an  Affiliate  of any
Borrower,  Borrower  shall  cause such lender or lessor to notify the Debtor and
Lessee in writing,  by means of a letter in the form attached  hereto as Exhibit
7, to remit all  payments to the  Lockbox,  and notify such  Debtors and Lessees
that such designation may not be changed without the written consent of Comerica
Bank.  Borrower  shall also  cause  such  lender or lessor to execute a power of
attorney in form and  substance  satisfactory  to Lender  authorizing  Lender to
endorse and negotiate all items received in the Lockbox and collect all proceeds
thereof,  and shall obtain the written consent of all Persons that have a direct
or indirect  interest in the  lender's or lessor's  interest in the  contract to
this procedure.

     (d) Borrower shall provide the notices  described in  subsections  (a), (b)
and (c) by a means  requiring a written  receipt and promptly  deliver to Lender
copies of the notices and proof of receipt by each of the  recipients.  For Loan
Contracts  and  Leases  based on which  Lender has made a Loan prior to July 31,
2003,  such notices must be sent by Borrower no later than three  Business  Days
after the execution of the Third Amendment to the Agreement.  For Loan Contracts
and Leases based on which  Lender  makes a Loan on or after July 31, 2003,  such
notices  must be sent within  three  Business  Days after the Loan is made.  All
invoices and other  documents sent by Borrower to any person to whom the notices
described  in  subsections  (a), (b) and (c) are to be sent,  stating  where the
recipient is to remit payment,  shall identify the Lockbox as the place to remit
payment.

     (e) For the Loan Contracts and Leases described in subsections (a) and (b),
as long as no Event of Default  has  occurred,  Lender  shall  deliver the items
received in the Lockbox to Borrower. For the Loan Contracts and Leases described
in  subsections  (a) and  (b),  effective  upon  the  occurrence  of an Event of
Default, Lender may retain items received in the Lockbox and apply them, and the
proceeds thereof, to the Obligations.

     (f) For the Loan Contracts and Leases  described in subsection (c), as long
as no Event of Default has occurred,  Lender shall deliver the items received in
the Lockbox to the applicable Affiliate lender or lessor. For the Loan Contracts
and Leases  described in subsection  (c),  effective  upon the  occurrence of an
Event of Default,  Lender may endorse and  negotiate  all items  received in the
Lockbox and collect all proceeds  thereof,  apply to the Obligations any portion
thereof  to which  any  Borrower  is  entitled,  and  remit  the  excess  to the
applicable Affiliate lender or lessor on such Loan Contract or Lease.

(i)      Section 5.12.3 of the Agreement is deleted.

(j)      Section 5.14 of the Agreement is amended to read as follows:

     5.14 Audits.  Permit Lender or  representatives of Lender to conduct audits
of Borrower's  books and records  relating to the Accounts,  Inventory,  Leases,
Loan  Contracts  and  other  Collateral  and  make  extracts  therefrom  no less
frequently than annually (or at any time and without notice required if an Event
of Default has occurred and is continuing) with results  satisfactory to Lender,
provided  that  Lender  shall use its best  efforts  to not  interfere  with the
conduct of Borrower's  business,  and arrange for  verification  of the Accounts
directly with the account debtors obligated thereon or otherwise,  of the Leases
directly with the Lessees,  and of the Loan Contracts directly with the Debtors,
all under  reasonable  procedures  acceptable to Lender and at  Borrower's  sole
expense.  Borrower  shall pay all  reasonable  expenses  incurred by Lender with
respect to such audits.

     (k)  Section  6.9 of the  Agreement  is  amended  by adding  the  following
sentence at the end:  "Notwithstanding anything to the contrary indicated above,
Borrower shall not without  Lender's prior written  consent,  after the end of a
particular  Borrower's  reinvestment  period,  pay distributions or dividends to
members,  partners or  shareholders of such  particular  Borrower,  or redeem or
retire any interest of any partner,  member or  shareholder  of such  particular
Borrower  if  any  amount  of  principal,   interest  or  late  charges  remains
outstanding on Revolving Loans made to such particular Borrower.  In addition, a
Borrower may not use proceeds  received  from the sale or other  disposition  of
assets  after  the end of its  reinvestment  period  to  purchase  Leases,  Loan
Contracts or other assets."

     (l) Section 7.1 of the Agreement is amended to read as follows:

     7.1 Aggregate  Tangible Net Worth. All Borrowers,  in the aggregate,  shall
maintain,  as of the last day of the specified  quarter, a Tangible Net Worth of
not less than $155,000,000.

(m)      Section 7.3 of the Agreement is deleted and replaced by the following:

     7.3  Total  Liabilities  to  Tangible  Net  Worth.  All  Borrowers,  in the
aggregate,  shall maintain, as of the last day of each quarter, a ratio of total
liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.

(n)      Section 7.4 of the Agreement is deleted and replaced by the following:

     7.4 Minimum Cash Balance.  Borrower  shall ensure that at all times the sum
of (a) the fair market  value of Cash  Equivalents  owned by  Borrower  plus (b)
Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of this
section,  "Borrower's  Unused  Loan  Capacity"  at any point in time  equals the
amount  by which  the  lesser  of (i) the  Borrowing  Base or (ii)  the  Maximum
Revolving  Amount exceeds the Obligations,  as reflected to Lender's  reasonable
satisfaction  in the monthly  report  described in the next  sentence.  Borrower
shall provide to Lender as part of its monthly Borrowing Base/Eligible Borrowing
Base  Contract  Aging  Report  within  15 days of each  month  end,  information
sufficient  to show the  amount of Cash  Equivalents  owned by it and its Unused
Loan Capacity.

(o)      A new Section 10.19 is added to the Agreement, to read as follows:

     10.19 Waivers and Consents.  Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any  default,  Event of  Default,  or of any demand for any  payment  under this
Agreement,  notice of any action at any time taken or omitted by Lender under or
in  respect  of any of the  Obligations,  any  requirement  of  diligence  or to
mitigate damages and, generally,  to the extent permitted by applicable law, all
demands,  notices,  and other  formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or  postponement of the time for
the payment of any of the  Obligations,  the acceptance of any payment of any of
the  Obligations,  the acceptance of any partial  payment  thereon,  any waiver,
consent  or other  action  or  acquiescence  by  Lender  at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term,  covenant,  condition or provision  of this  Agreement,  any and all other
indulgences  whatsoever by Lender in respect of any of the Obligations,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition,  substitution
or  release,  in  whole  or in  part,  of any  Borrower.  Without  limiting  the
generality of the foregoing,  each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any  Borrower  to  comply  with any of its  respective  Obligations,  including,
without limitation, any failure strictly or diligently to assert any right or to
pursue  any  remedy or to  comply  fully  with  applicable  laws or  regulations
thereunder,  which might, but for the provisions of this section, afford grounds
for  terminating,  discharging  or relieving any Borrower,  in whole or in part,
from any of its  Obligations,  it being the intention of each Borrower  that, so
long as any of the Obligations hereunder remain unsatisfied,  the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent  of such  performance.  The  Obligations  of each  Borrower  shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Borrower  or Lender.  Each  Borrower  represents  and  warrants  that it is
currently informed of the financial  condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the  Obligations,  and will continue to keep so informed.  Each
Borrower  waives all rights and defenses  arising out of an election of remedies
by Lender.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of July 31,  2003 when this  Amendment  is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                  ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________                By:__________________________
         Paul B. Weiss, President                      Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,                COMERICA BANK,
                                              SUCCESSOR BY MERGER TO COMERICA
a Delaware Limited Partnership                BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                              By: ___________________________
By:_____________________________
         Paul B. Weiss, President



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President


<PAGE>






                                    Exhibit 5

                             Notice to Debtor/Lessee

                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract  should  hereafter be made payable
to   [Name   of   applicable   Borrower]   and   sent   to   Post   Office   Box
________________________[Address].  If you do not remit  your  payments  in that
manner and send the payments to that  address,  the  payments may not  discharge
your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]



Cc:  Comerica Bank
<PAGE>

                                    Exhibit 6

Notice to  Non-Affiliate  Lender/Lessor  on Indirect Loan Contracts and Indirect
Leases


                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Non-Affiliate
Lender/Lessee]

         Re:  [Identify Applicable Indirect Loan Contract/Indirect Lease]

Gentlemen:

     The undersigned is one of the  [partners/members/beneficiaries]of  [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the  undersigned has assigned to Comerica Bank
the right to receive  payments  hereafter  payable by you to the  undersigned in
connection  with  that  contract.  Accordingly,  all  payments  you  make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your  payments in that manner and send the  payments to that
address, the payments may not discharge your obligation.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]


Cc:  Comerica Bank
<PAGE>
                                    Exhibit 7

Notice from  Affiliate  Lender/Lessor  on Indirect  Loan  Contracts and Indirect
Leases


                     [Stationery of Affiliate Lender/Lessor]


                                     [Date]



[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract should  hereafter be made to [Name
of Affiliate] and sent to Post Office Box  ______________  [Address].  If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                              Yours truly,

                                                              [SIGNATURE BLOCK
                                                              FOR AFFILIATE]


Cc:  Comerica Bank

<PAGE>


                               FOURTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of November 3, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement")."

                                                        RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the  Revolving  Loan Maturity Date under the Agreement is May 31,
2004;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity  Date to  December  31,  2004 and make  certain  other  changes  in the
Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

3.       Amendments.

     (a) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

                        Revolving Loan Maturity Date - December 31, 2004.

(b)      Section 1.11 of the Agreement is deleted.
(c)      Section 3.1.5 of the Agreement is amended to read as follows:

     3.1.5  Insurance.  Borrower  shall have  delivered  to Lender  satisfactory
evidence of insurance coverage required by Section 5.3 of this Agreement, to the
extent requested by Lender.

(d)      Section 5.3 of the Agreement is amended to read as follows:

     5.3  Insurance.  Maintain,  or cause the  Lessee  under  each Lease and the
Debtor under each Loan Contract or Indirect Loan Contract to maintain, insurance
on the equipment subject thereto with responsible  insurance carriers,  insuring
against  loss or  damage by fire,  theft,  explosion,  sprinklers  and all other
hazards  and risks  ordinarily  insured  against  by other  owners  who use such
equipment in similar  businesses,  for the full  insurable  value  thereof;  and
provide evidence of such insurance to Lender upon Lender's request. This Section
5.3 does not require Borrower to have Lender added as a loss payee or additional
insured on insurance policies for Revolving Loan Contracts,  although Lender may
impose such a requirement if an Event of Default has occurred.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective as of November 3, 2003 when this  Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                                               [SIGNATURES ON NEXT PAGE]
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                     ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership            a Delaware Limited
                                                  Liability Company
By ICON Capital Corp., its general partner       By:  ICON Capital Corp.,
                                                 its manager

By:___________________________                   By:__________________________
         Paul B. Weiss, President                    Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,                   COMERICA BANK, SUCCESSOR BY
                                                  MERGER TO COMERICA
a Delaware Limited Partnership                   BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                                 By: ___________________________
By:_____________________________                     Todd Robertson
         Paul B. Weiss, President                    Corporate BankingOfficer-
                                                       Western Division




ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President




<PAGE>


                               FIFTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FIFTH  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 29, 2004 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware  limited  partnership  ("Borrower  3"),  ICON Income Fund Nine,  LLC, a
Delaware  limited  liability  company  ("Borrower 4"), and ICON Income Fund Ten,
LLC, a Delaware  limited  liability  company  ("Borrower  5" and  together  with
Borrower 1, Borrower 2, Borrower 3 and Borrower 4,  "Borrower" or  "Borrowers"),
on  the  one  hand,  and  Comerica   Bank,   successor  by  merger  to  Comerica
Bank-California  ("Lender"),  on the other  hand,  with  respect to the Loan and
Security  Agreement,  dated as of May 30,  2002,  entered  into by  Borrower  1,
Borrower 2, Borrower 3 and Comerica Bank-California; the First Amendment to Loan
and Security Agreement,  dated as of December 12, 2002, entered into by Borrower
1, Borrower 2, Borrower 3, Borrower 4 and Comerica  Bank-California;  the Second
Amendment to Loan and  Security  Agreement,  dated as of April 9, 2003,  entered
into  by  Borrower  1,   Borrower  2,   Borrower  3,  Borrower  4  and  Comerica
Bank-California;  the  letter  agreement  dated  May 31,  2003  entered  into by
Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica Bank-California; the
Third  Amendment  to Loan and  Security  Agreement,  dated as of July 31,  2003,
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank;  and the Fourth  Amendment  to Loan and  Security  Agreement,  dated as of
November 3, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement")."

                                    RECITALS

     WHEREAS,  Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender entered
into the Agreement;

     WHEREAS,  Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4, and Borrower 5
have requested that Borrower 5 be added as a Borrower under the Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

         2.       Amendments.

     (b)  Borrower  5 is deemed a  "Borrower,"  as that term is  defined  in the
Agreement.

     (b) Section  1.9.1 of the  Agreement is amended by inserting  the following
sentence immediately before the last sentence in the first paragraph:


     Borrower  authorizes  Lender to  automatically  deduct from deposit account
number 1892721851 maintained by Borrower 5 with Lender the portion of the amount
of  principal,  interest  and late  charges due  allocable  to Borrower 5 (which
allocation shall be based on Loans to Borrower 5 and payments by Borrower 5).

     (c) Section 4.1 of the  Agreement  is amended by  inserting  the  following
sentence immediately after the fourth sentence:

     Borrower 5 is a limited liability company,  duly organized and existing and
in good standing under the laws of the state of Delaware, which shall survive at
least two years beyond the maturity of any Loans hereunder.

     (d) Section 4.7 of the  Agreement  is amended by  inserting  the  following
sentence at the end:

     The chief  executive  office of Borrower 5 is located in New York City, New
York. Borrower 5's Organizational Identification Number is 3610250. Borrower 5's
Tax Identification Number is 35-2193184.

     (e)  Exhibits  1, 2 and 3 to the  Agreement  are  deleted  and  replaced by
Exhibits 1, 2 and 3 to this Amendment.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties  hereto.  Borrower 5 is
bound by the Loan Documents, as amended by this Amendment, to the same extent as
if it had executed  them.  Each  reference in the Agreement or in the other Loan
Documents to the Agreement shall mean the Agreement as amended hereby unless the
context  otherwise  requires.  This Amendment and the Agreement shall be read as
one document. Without limiting the generality of the foregoing,  nothing in this
Amendment  entitles  Borrower to receive  advances of any funds,  or extends the
maturity date for repayment, beyond that expressly set forth in the Agreement.

     4. Compliance with Loan Documents. Each Borrower represents and warrants to
Lender as follows: as of the effective date of this Amendment, each Borrower has
complied, and is in compliance,  with all of the terms, covenants and conditions
of the Loan Agreement and the other Loan  Documents  applicable to it. As of the
effective  date of this  Amendment,  there exists no Event of Default  under the
Loan  Agreement  or any of the other  Loan  Documents  or an event  which  would
constitute  an Event of  Default  upon the  lapse of time or upon the  giving of
notice  and the  lapse  of  time  specified  therein.  The  representations  and
warranties of each Borrower in the Loan  Agreement and the other Loan  Documents
are true and with the same effect as though such  representations and warranties
had  been  made by such  Borrower  as of the date  hereof.  Each  Borrower  will
continue to be in compliance with all of the terms, covenants, and conditions of
the Loan Agreement and the other Loan  Documents,  and all  representations  and
warranties will continue to be true, upon this Amendment becoming effective.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective if all of the following  conditions  are  satisfied  within seven days
after the date of this  Amendment  (or such  longer time as the Bank in its sole
discretion  agrees),  and, in such event, at the time the last of the conditions
is satisfied:

     (a) This  Amendment  is executed by  Borrower  1,  Borrower 2,  Borrower 3,
Borrower 4, Borrower 5, and Lender,  and Lender has received the fully  executed
Amendment;

     (b) Lender shall have received an original,  executed  Amended and Restated
Promissory Note from Borrowers, in the form of Exhibit 2 hereto, duly completed;

     (c) Lender shall have filed a UCC financing  statement with the appropriate
official of the state where Borrower 5 is located;

     (d)  Lender  shall have  received  certified  copies of the  organizational
documents  and operating  agreements of Borrower 5 and its manager,  in form and
substance satisfactory to Lender;

     (e) Lender  shall have  received  certified  copies of all action  taken by
Borrowers to authorize  the  execution,  delivery  and  performance  of the Loan
Documents,  and  identifying  the persons  authorized to sign Loan  Documents on
behalf of each Borrower;

     (f)  Lender  shall  have  received  good  standing  certificates  from  the
appropriate  secretary  of state of the  state in which  each  Borrower  and its
general partner or manager, as the case may be, are organized;

     (g) Lender shall have  received UCC  searches  for each  Borrower  that are
satisfactory to Lender;

     (h)  Borrower 5 shall  have  become a party to the  Contribution  Agreement
referred  to in  Section  5.18 of the  Agreement,  or an  amended  and  restated
contribution  agreement,  by means of a document executed by all Borrowers,  and
Lender shall have received a copy of such executed document;

     (i) Lender shall have  received an opinion  from  counsel for  Borrowers in
form and substance satisfactory to Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                    ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________                   By:__________________________
         Thomas W. Martin                               Thomas W. Martin
            Executive Vice President                    Executive Vice President


ICON INCOME FUND EIGHT A L.P.,                   ICON INCOME FUND TEN, LLC,
a Delaware Limited Partnership              A Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:_____________________________                 By: _________________________
         Thomas W. Martin                          Thomas W. Martin
            Executive Vice President               Executive Vice President
                                                   Address for Notices:
                                                   ICON INCOME FUND TEN, LLC
                                                   Attention:  General Counsel
                                                   100 5th Avenue, 10th Floor
                                                   New York, New York 10011
                                                  Facsimile No.:  (212) 418-4739


ICON INCOME FUND EIGHT B L.P.,                   COMERICA BANK
a Delaware Limited Partnership;;
By ICON Capital Corp., its general partner
                                                 By: ___________________________
By:______________________________                       Name:
             Thomas W. Martin                           Title:
              Executive Vice President



<PAGE>

                                    Exhibit 1

                                Borrower's Report

              (Use Separate Form for Each Borrower's Loan Request)


To:      Comerica Bank
         1331 North California Blvd., Suite 400
         Walnut Creek, California 94596

     This Borrower's  Report is being delivered to you pursuant to Section 1.1.3
of the Loan and Security Agreement,  dated as of May 30, 2002, between ICON Cash
Flow Partners L.P. Seven, a Delaware  limited  partnership  ("Borrower 1"), ICON
Income Fund Eight A L.P., a Delaware  limited  partnership  ("Borrower 2"), ICON
Income Fund Eight B L.P., a Delaware limited  partnership  ("Borrower 3,"), ICON
Income Fund Nine, LLC, a Delaware limited liability company  ("Borrower 4"), and
ICON Income Fund Ten, LLC, a Delaware limited  liability  company  ("Borrower 5"
and together with Borrower 1, Borrower 2, Borrower 3, and Borrower 4 jointly and
severally,  individually  and  collectively,  "Borrower"),  on the one hand, and
Comerica  Bank  ("Lender"),  on the other hand  (herein,  as amended,  modified,
supplemented,  extended or restated  from time to time,  the "Loan  Agreement").
Terms defined in the Loan Agreement are, unless otherwise  defined herein or the
context  otherwise  requires,  used  herein as  defined  in the Loan  Agreement.
Section references herein are to the applicable sections of the Loan Agreement.

         Each Borrower hereby certifies to Lender as follows:

     A. ICON Capital Corp. is the sole general partner of each Borrower, that is
a  partnership  and is the  sole  manager  of each  Borrower  that is a  limited
liability company.

     B.   ___________________________   is  the  duly   qualified   and   acting
_________________  [title of officer] of ICON Capital Corp. and is authorized to
execute this document on behalf of each Borrower.

          C. As of the  date  hereof,  each  Borrower  has  complied,  and is in
     compliance,  with all of the terms,  covenants  and  conditions of the Loan
     Agreement  and the other Loan  Documents  applicable  to it. As of the date
     hereof, there exists no Event of Default under the Loan Agreement or any of
     the other Loan  Documents  or an event which would  constitute  an Event of
     Default  upon the lapse of time or upon the  giving of notice and the lapse
     of time  specified  therein.  The  representations  and  warranties of each
     Borrower in the Loan  Agreement  and the other Loan  Documents are true and
     with the same effect as though such representations and warranties had been
     made by such Borrower as of the date hereof. Each Borrower will continue to
     be in compliance  with all of the terms,  covenants,  and conditions of the
     Loan Agreement and the other Loan Documents,  and all  representations  and
     warranties will continue to be true, if the Loan being requested  herein is
     made.

          D.  Borrower  hereby  requests  a  Revolving  Loan  in the  amount  of
     $___________  pursuant to Section 1.1.3 of the Loan Agreement  based on (i)
     the  Present  Value of the  contracts  identified  on  Schedule  1 attached
     hereto;  and (ii) Pledged Cash.  Borrower hereby certifies that each of the
     contracts  identified on Schedule 1 is an Eligible Borrowing Base Contract,
     and the  Present  Value  shown for each such  contract  was  calculated  in
     accordance  with the terms of the Loan  Agreement.  Borrower also certifies
     that  the  equipment  identified  on  Schedule  1 is  a  true  and  correct
     description of the equipment related to such contract. The Borrower to whom
     the Revolving Loan is to be made is ________________________.

          E.  Attached  hereto as  Schedule 2 is a  calculation,  on a pro forma
     basis,  showing  that,  after  the  Requested  Loan,  Borrower  shall be in
     compliance  with the Borrowing  Base and each of the sublimits set forth in
     the Agreement.

          F.  Borrower  requests  that the  Loan be made to it on the  following
     date: _______________________.

          G.  Borrower  requests  that the  proceeds of the Loan be disbursed by
     Lender in the following manner: _________________________________________.

          H.  The   following   are  true  and   correct   computations   as  of
     _________________ [date] of the items shown:




<TABLE>
<CAPTION>

<S>                                          <C>                        <C>
 1.  Maximum Loan Limitation
      a.  Maximum Availability:

           i.  Maximum Revolving Amount      $17,500,000
           ii.  Borrowing Base                        $___________
           iii.  Lesser of i. or ii., above:                            $___________
       b.  Less:  Principal Amount Outstanding
          of All Revolving Loans, Prior to New
          Revolving Loan                                               $___________
        c.  Net Available:                                             $___________
           d.  Amount of New Revolving Loan
          (May Not Exceed 1.c., above)                                 $___________

 2.  Individual Borrower Loan Limitation.
      a.  Name of Borrower to Whom New Revolving
           Loan is Made    ______________________________________________
        b.  Tangible Net Worth of Borrower to Whom New
          Revolving Loan is Made                                       $___________
     c.  One-half of 2.b., above:                                               $___________
     d.  Principal Amount Outstanding of All Revolving Loans
          to Individual Borrower to Whom New Revolving Loan
             is Made, Including New Revolving Loan
                           (May Not Exceed 2.c., above)                                          $___________
3.       Minimum Cash Balance (after Revolving Loan)
a.       Fair Market Value of Cash Equivalents Owned
                           by Borrower                                                  $_______________
b.       Borrower's Unused Loan Capacity
                           (defined as the amount by which the lesser of
                           (i) the Borrowing Base or (ii) the Maximum
                           Revolving Amount exceeds the Obligations)            $_______________
                        c.  Sum of a and b (Must be at least $7,500,000)                $_______________


</TABLE>

     IN  WITNESS   WHEREOF,   the   undersigned  has  executed  this  Notice  of
Borrowing/Borrower's Report on ______________________ [date].

   ICON CASH FLOW PARTNERS L.P. SEVEN
   By:  ICON Capital Corp., its general partner

   By:
        Name:
        Title:

   ICON INCOME FUND EIGHT A L.P.
   By:  ICON Capital Corp., its general partner

   By:_________________________________
         Name:____________________________
         Title:_____________________________

   ICON INCOME FUND EIGHT B L.P.
   By:  ICON Capital Corp., its general partner

   By:________________________________
         Name:___________________________
         Title:____________________________

   ICON INCOME FUND NINE, LLC
   By:  ICON Capital Corp., its manager

   By:________________________________
         Name:___________________________
         Title:____________________________

   ICON INCOME FUND TEN, LLC
   By:  ICON Capital Corp., its manager

   By: ______________________________
           Name:________________________
           Title: ________________________

<PAGE>

                                                       Exhibit 2

                                                  Amended and Restated
                                                    Promissory Note

$17,500,000.00
 Date:  July 29, 2004

     FOR VALUE RECEIVED, the undersigned,  ICON Cash Flow Partners L.P. Seven, a
Delaware limited partnership,  ICON Income Fund Eight A L.P., a Delaware limited
partnership, ICON Income Fund Eight B L.P., a Delaware limited partnership, ICON
Income Fund Nine, LLC, a Delaware  limited  liability  company,  and ICON Income
Fund Ten,  LLC, a Delaware  limited  liability  company,  jointly and  severally
promise to pay to the order of  Comerica  Bank  ("Bank")  the  principal  sum of
Seventeen  Million Five Hundred Thousand  Dollars and No Cents  ($17,500,000.00)
or, if less, the unpaid  principal amount owed pursuant to the Loan made by Bank
under the Loan and Security Agreement, dated May 30, 2002 between ICON Cash Flow
Partners L.P. Seven, a Delaware  limited  partnership,  ICON Income Fund Eight A
L.P., a Delaware limited partnership,  ICON Income Fund Eight B L.P., a Delaware
limited  partnership,  ICON Income Fund Nine, LLC, a Delaware limited  liability
company, and ICON Income Fund Ten, LLC, a Delaware limited liability company, on
the one hand,  and  Comerica  Bank,  on the other  hand,  as  amended,  modified
supplemented,  extended or restated from time to time ("Loan Agreement"), on the
dates  and in the  amounts  set  forth in the Loan  Agreement.  The  undersigned
further  promises to pay interest on the unpaid  principal  amount hereof on the
dates and at the rates calculated in accordance with the Loan Agreement.

     The principal of and interest on this Note shall be payable in lawful money
of the United States of America, in immediately  available funds without set-off
or  counterclaim,  without  penalty or  premium,  free and clear of, and without
deduction  for, any taxes,  restrictions  or conditions of any nature (except as
otherwise permitted by the Loan Agreement). All payments hereunder shall be made
to the  Bank at 1331  North  California  Boulevard,  Suite  400,  Walnut  Creek,
California 94596, or such other address as Bank may designate in writing.

     This Note is one of the Notes referred to in the Loan Agreement.  Reference
is made to the Loan  Agreement for  provisions  relating to, among other things,
prepayment and acceleration of the maturity  hereof.  Borrower will promptly pay
all costs and  expenses  (including,  without  limitation,  reasonable  fees and
disbursements  of counsel)  suffered or incurred by Bank in connection  with the
enforcement  by Bank of its right to payment of any sum  hereunder or any of its
rights hereunder.

     Capitalized terms used but not otherwise defined herein are used as defined
in the  Loan  Agreement.  This  Note  shall  be  governed  by and  construed  in
accordance with the laws of the State of California.





     IN WITNESS WHEREOF, the undersigned have caused this Note to be executed as
of the date first written above.


<TABLE>
<CAPTION>



<S>                                                         <C>
ICON CASH FLOW PARTNERS L.P.                                 ICON INCOME FUND EIGHT A, L.P.,
SEVEN, a Delaware limited partnership                        a Delaware limited partnership
By:  ICON Capital Corp., its general partner                 By:  ICON Capital Corp., its general partner

By: ______________________________                           By: _______________________________
       Thomas W. Martin                                              Thomas W. Martin
        Executive Vice President                                     Executive Vice President


ICON INCOME FUND EIGHT B, L.P.,                              ICON INCOME FUND NINE, LLC,
a Delaware limited partnership,                              a Delaware Limited Liability Company
By:  ICON Capital Corp., its general partner                 By:  ICON Capital Corp., its manager

By: ______________________________                           By:________________________________
         Thomas W. Martin                                             Thomas W. Martin
         Executive Vice President                                     Executive Vice President


                                                             ICON INCOME FUND TEN, LLC,
                                                             a Delaware limited liability company
                                                             By:  ICON Capital Corp., its manager

                                                             By: ________________________________
                                                                       Thomas W. Martin
                                                                       Executive Vice President

</TABLE>



<PAGE>

                                    Exhibit 3

                             Compliance Certificate

To:      Comerica Bank
         1331 North California Blvd., Suite 400
         Walnut Creek, California 94596

     This  Compliance  Certificate  is given  pursuant to Section  5.5.5 of that
certain  Loan and  Security  Agreement,  dated as of May 30,  2002,  as amended,
modified,  supplemented,  extended  or  restated  from time to time  (the  "Loan
Agreement"), by and between ICON Cash Flow Partners L.P. Seven, ICON Income Fund
Eight A L.P.,  ICON Income Fund Eight B L.P.,  ICON Income Fund Nine,  LLC,  and
INCON Income Fund Ten, LLC (collectively referred to as "Borrower"),  on the one
hand, and Comerica Bank-California  ("Lender"), on the other hand. All initially
capitalized terms used but not defined in this Compliance Certificate shall have
the meanings assigned to such terms in the Agreement.  Section references herein
are to the applicable sections of the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     A. ICON Capital Corp. is the sole general partner of each Borrower, that is
a partner and is the sole
manager of each Borrower that is a limited liability company.

     B.  ______________  (the  person  signing  this  certificate)  is the  duly
qualified  and acting  Chief  Financial  Officer of ICON  Capital  Corp.  and is
authorized to execute this document on behalf of each Borrower.

     C. Except as stated in Paragraph D, below: (i) As of the date hereof,  each
Borrower has complied,  and is compliance with, all of the terms,  covenants and
conditions of the Loan Agreement and the other Loan Documents  applicable to it;
(ii) As of the date hereof,  therein  exists no Event of Default  under the Loan
Agreement  or any of the other Loan  Documents or an event which  constitute  an
Event of  Default  upon the lapse of time or upon the  giving of notice  and the
lapse  of  time  specified  therein;  and  (iii)  As of  the  date  hereof,  the
representations  and  warranties of each Borrower in the Loan  Agreement and the
other  Loan  Documents  are  true  and  with the  same  effect  as  though  such
representations  and  warranties  had been made by such  Borrower as of the date
hereof.

     D.      Exceptions      to      Paragraph      C     (if      none,      so
state):______________________________
______________________________________________________________________________

     The  financial   statement  of  Borrower   attached   hereto  dated  as  of
___________________,  and  submitted  to Lender  pursuant to the Loan  Agreement
shows compliance with all financial covenants specified therein, and Borrower is
in compliance with all such financial  covenants (unless otherwise noted below),
as follows:



<TABLE>
<CAPTION>


<S>                                              <C>                            <C>
COVENANT:                                                                       ACTUAL:

7.1      Minimum Aggregate Tangible Net Worth:    $155,000,000                  $_____________

7.2      Minimum Tangible Net Worth for Each Borrower:

         a.  ICON Cash Flow Partners L.P. Seven                                 $____________
              i.  Outstanding Balance on Revolving
                  Loans Made to That Borrower        $_____________
                 ii.  Required Tangible Net Worth for
                  that Borrower
                  (Twice Amount in (i))                       $_____________


         b.  ICON Income Fund Eight A L.P.                                      $_____________
              i.  Outstanding Balance on Revolving
                  Loans Made to that Borrower                 $_____________
             ii.  Required Tangible Net Worth for
                  that Borrower
                    (Twice Amount in (i))                     $______________


         c.  ICON Income Fund Eight B L.P.                                      $______________
              i.  Outstanding Balance on Revolving
                  Loans Made to that Borrower                 $______________
              ii.  Required Tangible Net Worth for
                  that Borrower
                     (Twice Amount in (i))                    $______________


         d.  ICON Income Fund Nine, LLC                                         $______________
              i.  Outstanding Balance on Revolving
                  Loans Made to that Borrower                 $______________
              ii.  Required Tangible Net Worth for
                  that Borrower
                     (Twice Amount in (i))                    $______________


         e.  ICON Income Fund Ten, LLC                                          $_______________
i.       Outstanding Balance on Revolving
                 Loans Made to that Borrower         $_______________
ii.      Required Tangible Net Worth for
                   that Borrower
                  (Twice Amount in (i))                       $__________________

7.3      Total Liabilities to Tangible Net
         Worth  (Must not be greater than
         3.00 to 1.00)                                                                  ________________

7.4      Minimum Cash Balance
a.       Fair Market Value of Cash Equivalents Owned
              By Borrower                                                       $________________
b.       Borrower's Unused Loan Capacity
              (defined as the amount by which the lesser of
              (i) the Borrowing Base or (ii) the Maximum
              Revolving Amount exceeds the Obligations)                         $________________
         c.  Sum of a and b (Must be at least $7,500,000)                       $________________



</TABLE>

           ICON CASH FLOW PARTNERS L.P. SEVEN
           By:  ICON Capital Corp., its general partner

                  By:_________________________
                      Name:
                      Title:  Chief Financial Officer

           ICON INCOME FUND EIGHT A, L.P.
            By:  ICON Capital Corp., its general partner

                   By:_________________________
                       Name:
                       Title:  Chief Financial Officer

           ICON INCOME FUND EIGHT B, L.P.
           By:  ICON Capital Corp., its general partner

                   By:_________________________
                        Name:
                        Title:  Chief Financial Officer

           ICON INCOME FUND NINE, LLC,
           By:  ICON Capital Corp., its manager

                    By:__________________________
                            Name:
                            Title:   Chief Financial Officer

           ICON INCOME FUND TEN, LLC
           By: ICON Capital Corp., its manager

                    By: ____________________________
                             Name:
                             Title:  Chief Financial Officer

<PAGE>
                            Certifications - 10-Q
                            ---------------------


EXHIBIT 32.1

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

1.   I have reviewed this quarterly report of ICON Income Fund Ten, LLC;

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

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

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

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

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

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

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

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

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

Dated:  August 16, 2004

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

                              Certifications - 10-Q
                              ---------------------


EXHIBIT 32.2

I, Thomas W. Martin, certify that:

1.   I have reviewed this quarterly report of ICON Income Fund Ten, LLC;

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

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

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

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

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

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

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

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

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

Dated:  August 16, 2004

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

<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004

EXHIBIT 33.1

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

     (1) the  Quarterly  Report on Form 10-Q for the period  ended June 30, 2004
(the "Periodic Report") which this statement accompanies fully complies with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
(15 U.S.C. 78m); and

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

Dated:  August 16, 2004



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

<PAGE>

                            ICON Income Fund Ten, LLC
                     (A Delaware Limited Liability Company)

                                  June 30, 2004


EXHIBIT 33.2

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

     (1) the  Quarterly  Report on Form 10-Q for the period  ended June 30, 2004
(the "Periodic Report") which this statement accompanies fully complies with the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
(15 U.S.C. 78m); and

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


Dated:  August 16, 2004



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