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, 2008


or


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





transition
      period from
              
              to





Commission_File_Number_
            000-50654





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





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





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





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





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





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


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





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





Number of
outstanding limited liability company shares of the registrant on July 31, 2008
is 148,261.













ICON Income Fund Ten, LLC
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      StatementsCondensed Consolidated Balance Sheets
            1Condensed Consolidated Statement of
      Operations
            2Condensed Consolidated Statement of Changes in Members’
      Equity
            3Condensed Consolidated Statement of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item 2. Manager’s Discussion and Analysis of Financial
      Condition and Results of Operations
            16Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            24Item 4T. Controls and Procedures
            24PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            25Item 1A.   Risk
Factors
            
            25Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            25Item 3. Defaults Upon Senior
Securities
            25Item 4. Submission of Matters to a Vote of Security
      Holders
            25Item 5. Other Information
            
            25Item 6. Exhibits
            
            26Signatures
            
            27







Table of Contents





PART I – FINANCIAL INFORMATION





Item 1.  Condensed Consolidated Financial
Statements





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Balance SheetsAssetsJune
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            15,895,564
            
            
            $
            4,448,826Current
      portion of net investment in finance leases
            
            
            1,462,924
            
            
            
            1,491,424Restricted
      cash
            
            
            226,304
            
            
            
            600,802Interest
      rate swap contracts
            
            
            -
            
            
            
            39,703Other
      current assets
            
            
            89,012
            
            
            
            269,423Total
      current assets
            
            
            17,673,804
            
            
            
            6,850,178Non-current
      assetsNet
      investment in finance leases, less current portion
            
            
            11,670,117
            
            
            
            12,085,323Leased
      equipment at cost (less accumulated depreciation of$52,431,603
      and $58,125,917)
            
            
            49,739,084
            
            
            
            79,660,369Equipment
      held for sale or lease, net
            
            
            -
            
            
            
            57,688Note
      receivable on financing facility, net
            
            
            4,252,390
            
            
            
            4,087,568Investments
      in joint ventures
            
            
            17,795,741
            
            
            
            18,691,374Investments
      in unguaranteed residual values
            
            
            780,547
            
            
            
            1,071,031Other
      non-current assets, net
            
            
            238,132
            
            
            
            405,217Total
      non-current assets
            
            
            84,476,011
            
            
            
            116,058,570Total
      Assets
            
            $
            102,149,815
            
            
            $
            122,908,748Liabilities
      and Members' EquityCurrent
      liabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            12,655,070
            
            
            $
            16,327,680Revolving
      line of credit, recourse
            
            
            -
            
            
            
            5,000,000Interest
      rate swap contracts
            
            
            94,866
            
            
            
            -Due
      to Manager and affiliates
            
            
            280,131
            
            
            
            171,268Accrued
      expenses and other current liabilities
            
            
            166,595
            
            
            
            334,133Deferred
      revenue
            
            
            16,642
            
            
            
            32,985Total
      current liabilities
            
            
            13,213,304
            
            
            
            21,866,066Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            -
            
            
            
            13,967,409Total
      Liabilities
            
            
            13,213,304
            
            
            
            35,833,475Minority
      Interest
            
            
            2,550,119
            
            
            
            2,970,200Commitments
      and contingencies (Note 12)Members'
      EquityManager
            
            
            (444,566
            )
            
            
            (482,044
            )Additional
      Members
            
            
            85,958,205
            
            
            
            82,346,128Accumulated
      other comprehensive income
            
            
            872,753
            
            
            
            2,240,989Total
      Members' Equity
            
            
            86,386,392
            
            
            
            84,105,073Total
      Liabilities and Members' Equity
            
            $
            102,149,815
            
            
            $
            122,908,748







See accompanying
notes to condensed consolidated financial statements.


1
 Table of Contents





ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Operations(unaudited)Three Months Ended June 30,
            
            
            Six Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue:Rental
      income
            
            $
            5,291,905
            
            
            $
            7,109,323
            
            
            $
            11,901,320
            
            
            $
            14,547,609Finance
      income
            
            
            637,169
            
            
            
            676,194
            
            
            
            1,312,893
            
            
            
            1,358,145Income
      from investments in joint ventures
            
            
            1,849,108
            
            
            
            150,914
            
            
            
            2,529,510
            
            
            
            376,791Net
      (loss) gain on sales of equipment and unguaranteed residual
      values
            
            
            (26,001
            )
            
            
            32,814
            
            
            
            6,781,517
            
            
            
            150,879Net
      (loss) gain on foreign currency transactions
            
            
            (7,431
            )
            
            
            325,267
            
            
            
            (8,889
            )
            
            
            328,228Interest
      and other income
            
            
            147,966
            
            
            
            67,422
            
            
            
            249,106
            
            
            
            154,148Total
      revenue
            
            
            7,892,716
            
            
            
            8,361,934
            
            
            
            22,765,457
            
            
            
            16,915,800Expenses:Management
      fees - Manager
            
            
            413,976
            
            
            
            463,904
            
            
            
            947,563
            
            
            
            1,052,264Administrative
      expense reimbursements - Manager
            
            
            354,877
            
            
            
            180,746
            
            
            
            708,435
            
            
            
            391,283General
      and administrative
            
            
            340,179
            
            
            
            182,507
            
            
            
            755,608
            
            
            
            640,984Interest
            
            
            195,646
            
            
            
            529,139
            
            
            
            740,146
            
            
            
            1,199,661Depreciation
      and amortization
            
            
            3,810,281
            
            
            
            5,592,407
            
            
            
            9,262,738
            
            
            
            11,878,107Total
      expenses
            
            
            5,114,959
            
            
            
            6,948,703
            
            
            
            12,414,490
            
            
            
            15,162,299Income
      before minority interest
            
            
            2,777,757
            
            
            
            1,413,231
            
            
            
            10,350,967
            
            
            
            1,753,501Minority
      interest
            
            
            (65,811
            )
            
            
            (93,023
            )
            
            
            (160,281
            )
            
            
            (157,026
            )Net
      income
            
            $
            2,711,946
            
            
            $
            1,320,208
            
            
            $
            10,190,686
            
            
            $
            1,596,475Net
      income allocable to:Additional
      Members
            
            $
            2,684,827
            
            
            $
            1,307,006
            
            
            $
            10,088,779
            
            
            $
            1,580,510Manager
            
            
            27,119
            
            
            
            13,202
            
            
            
            101,907
            
            
            
            15,965$
            2,711,946
            
            
            $
            1,320,208
            
            
            $
            10,190,686
            
            
            $
            1,596,475Weighted
      average number of additionalmember
      shares outstanding
            
            
            148,275
            
            
            
            148,640
            
            
            
            148,306
            
            
            
            148,662Net
      income per weighted averageadditional
      member share outstanding
            
            $
            18.11
            
            
            $
            8.79
            
            
            $
            68.03
            
            
            $
            10.63







See accompanying
notes to condensed consolidated financial statements.


2
 Table of Contents








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







See accompanying
notes to condensed consolidated financial statements.


3
 Table of Contents







ICON Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(Unaudited)Six Months Ended June 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            10,190,686
            
            
            $
            1,596,475Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
            
            
            (7,325,407
            )
            
            
            (8,784,000
            )Finance
      income
            
            
            (1,312,893
            )
            
            
            (1,358,145
            )Income
      from investments in joint ventures
            
            
            (2,529,510
            )
            
            
            (376,791
            )Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            (6,781,517
            )
            
            
            (150,879
            )Depreciation
      and amortization
            
            
            9,262,738
            
            
            
            11,878,107Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            697,897
            
            
            
            1,199,661Minority
      interest
            
            
            160,281
            
            
            
            157,026Distributions
      to/from minority interest holders and joint ventures
            
            
            608,400
            
            
            
            259,676Changes
      in operating assets and liabilities:Collection
      of finance leases
            
            
            1,721,640
            
            
            
            1,903,147Restricted
      cash
            
            
            38,446
            
            
            
            -Other
      assets, net
            
            
            159,445
            
            
            
            2,643,362Due
      to Manager and affiliates
            
            
            108,863
            
            
            
            (9,710
            )Accrued
      expenses and other current liabilities
            
            
            (188,801
            )
            
            
            (233,501
            )Deferred
      revenue
            
            
            (33,970
            )
            
            
            (247,566
            )Net
      cash provided by operating activities
            
            
            4,776,298
            
            
            
            8,476,862Cash
      flows from investing activities:Proceeds
      from sales of equipment and unguaranteed residual values
            
            
            17,341,511
            
            
            
            767,132Investment
      in financing facility
            
            
            (164,822
            )
            
            
            -Distributions
      received from joint ventures, in excess of profits
            
            
            1,454,963
            
            
            
            10,769,585Net
      cash provided by investing activities
            
            
            18,631,652
            
            
            
            11,536,717Cash
      flows from financing activities:Repayment
      of revolving line of credit
            
            
            (5,000,000
            )
            
            
            -Cash
      distributions to members
            
            
            (6,442,608
            )
            
            
            (6,457,488
            )Additional
      member shares redeemed
            
            
            (98,523
            )
            
            
            (108,409
            )Distributions
      to minority interest holders in joint ventures
            
            
            (420,081
            )
            
            
            (539,684
            )Net
      cash used in financing activities
            
            
            (11,961,212
            )
            
            
            (7,105,581
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            -
            
            
            
            712Net
      increase in cash and cash equivalents
            
            
            11,446,738
            
            
            
            12,908,710Cash
      and cash equivalents, beginning of the period
            
            
            4,448,826
            
            
            
            5,685,688Cash
      and cash equivalents, end of the period
            
            $
            15,895,564
            
            
            $
            18,594,398







See accompanying
notes to condensed consolidated financial statements.


4
 Table of Contents






ICON
      Income Fund Ten, LLC(A
      Delaware Limited Liability Company)Condensed
      Consolidated Statements of Cash Flows(unaudited)Six Months Ended June 30,2008
            
            
            2007Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long term debtdirectly
      to lenders by lessees
            
            $
            7,325,407
            
            
            $
            8,784,000Transfer
      of leased equipment at cost to equipment held forsale
      or lease, net
            
            $
            -
            
            
            $
            517,978Transfer
      from investments in unguaranteed residual values toleased
      equipment at cost
            
            $
            1,935
            
            
            $
            326,402Transfer
      of non-recourse debt in connection with sale of subsidiary
            
            $
            10,906,321
            
            
            $
            -







See
accompanying notes to condensed consolidated financial statements.


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





(1)
            Basis
      of Presentation and Consolidation





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





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





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





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





(2)
            Organization





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





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





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





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








(2)
            Organization
      – continued




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




(3)
            Summary
      of Significant Accounting Policies





Use of
Estimates





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





Reclassifications





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





Derivative
Financial Instruments





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






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





(3)
            Summary
      of Significant Accounting Policies –
continued





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





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





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


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


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





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





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





Level
      1 (1)
            
            
            Level
      2 (2)
            
            
            Level
      3 (3)
            
            
            TotalAssets:Warrants
            
            $
            -
            
            
            $
            86,583
            
            
            $
            -
            
            
            $
            86,583Liabilities:Derivative
      Liabilities
            
            $
            -
            
            
            $
            94,866
            
            
            $
            -
            
            
            $
            94,866(1)
      quoted prices in active markets for identical assets or
      liabilities(2)
      observable inputs other than quoted prices in active markets for identical
      assets and liabilities(3)
      no observable pricing inputs in the market








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







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








(3)
            Summary
      of Significant Accounting Policies –
continued





Recent
Accounting Pronouncements





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





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





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





(4)
            Net
      Investment in Finance Leases





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





June
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            17,677,792
            
            
            $
            19,718,864Estimated
      residual values
            
            
            2,200,649
            
            
            
            2,202,744Initial
      direct costs, net
            
            
            119,582
            
            
            
            140,650Unearned
      income
            
            
            (6,864,982
            )
            
            
            (8,485,511
            )Net
      investment in finance leases
            
            
            13,133,041
            
            
            
            13,576,747Less:
      Current portion of net investment in finance leases
            
            
            (1,462,924
            )
            
            
            (1,491,424
            )Net
      investment in finance leases, less current portion
            
            $
            11,670,117
            
            
            $
            12,085,323








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








(5)
            Leased
      Equipment at Cost





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





June
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Container
      vessels
            
            $
            70,987,238
            
            
            $
            106,435,208Digital
      mini-labs
            
            
            8,863,740
            
            
            
            8,863,740Information
      technology equipment
            
            
            156,518
            
            
            
            324,147Telecommunications
      systems
            
            
            13,884,669
            
            
            
            13,884,669Manufacturing
      equipment
            
            
            8,278,522
            
            
            
            8,278,522102,170,687
            
            
            
            137,786,286Less:
      accumulated depreciation
            
            
            (52,431,603
            )
            
            
            (58,125,917
            )$
            49,739,084
            
            
            $
            79,660,369





Depreciation
expense was $9,231,887 and $11,064,332 for the six months ended June 30, 2008
and 2007, respectively. Depreciation expense was $3,795,011 and $5,318,811 for
the three months ended June 30, 2008 and 2007, respectively.





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





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







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




(5)
            Leased
      Equipment at cost – continued





Aggregate
annual minimum future rentals receivable from each of the LLC’s
non-cancelable operating leases, were as follows at June 30,
2008:





Year
      EndingDecember 31,For
      July 1 to December 31, 2008
            
            $
            9,493,7542009
            
            
            11,392,6762010
            
            
            4,350,1382011
            
            
            1,038,5822012
            
            
            955,148





(6)
            Investments
      in Joint Ventures





ICON
AEROTV, LLC





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





ICON
Mayon, LLC





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





ICON
Global Crossing V, LLC





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






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







(7)
            Notes
      Receivable on Financing Facility




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





At June
30, 2008, the Manager determined, based on the Black-Scholes option pricing
model, that the aggregate fair value of the warrants was $86,583.  The
assumptions used for the Black-Scholes option pricing model were as follows:
Strike price $4.96, share price $2.15, expiration date of April 6, 2014, a
volatility of 300%, and the risk free interest rate of 2.17%. The volatility
percentage was determined by taking a sampling of six similar businesses from
their initial public offering date to present and placing a percentage based on
the performance of the share price of this sampling.





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





(8)
            Investments
      in Unguaranteed Residual Values





Summit
Asset Management Limited





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





For the
six months ended June 30, 2007, the LLC remarketed certain of its investments in
unguaranteed residual values with a cost basis of approximately $629,000. Of
this amount, the LLC realized proceeds of approximately $381,000 on sales of its
interest in unguaranteed residual values with a cost basis of approximately
$303,000, resulting in a gain on sale of equipment and unguaranteed residual
values of approximately $78,000, and transferred other investments in
unguaranteed residual values, with a cost basis of approximately $326,000, to
equipment at cost, respectively. The lease terms expire at various dates through
August 2009.





During
the six months ended June 30, 2007, the LLC sold certain of its investments in
unguaranteed residual values that were previously transferred to equipment at
cost for approximately $75,000 with a net book value of approximately
$23,000, resulting in a gain on the sale of equipment and unguaranteed
residual values of approximately $52,000, respectively.






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







(8)
            Investments
      in Unguaranteed Residual Values –
continued





Key
Finance Group, Limited





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





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





(9)
            Non-Recourse
      Long-Term Debt





On June
24, 2004, ICON Containership I, LLC (“ICON Containership I”) and ICON
Containership II, LLC (“ICON Containership II”), two wholly-owned
subsidiaries, borrowed $52,300,000 in connection with the acquisition of
the 1991 ZIM Korea (“ZIM Korea”) and the 1990 ZIM Canada (“ZIM Canada”). The
non-recourse debt matures on June 24, 2009 and accrues interest at the London
Interbank Offered Rate (“LIBOR”) plus 1.50% per year. The non-recourse debt
requires payments ranging from $372,000 to $483,000. The lender has a security
interest in ZIM Korea and ZIM Canada and an assignment of the charter hire with
ZIM. The LLC paid and capitalized approximately $523,000 in debt financing
costs. At June 30, 2008 and December 31, 2007, the outstanding balance of the
non-recourse debt obligations was $12,655,070 and $18,086,684,
respectively.





Simultaneously
with the execution of the non-recourse long-term debt agreements mentioned
above, the LLC entered into two interest rate swap contracts with Fortis Bank
NV/SA, New York Branch, in order to fix the variable interest rate on the
non-recourse long-term debt and minimize the LLC’s risk for interest rate
fluctuation. The interest rate swap contracts, which were deemed effective as of
June 24, 2004, fixed the interest rate at 5.37%. As of June 30, 2008, the LLC
has recorded, through other comprehensive income, a cumulative increase in the
fair value of the interest rate swaps of $79,446.





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





Simultaneously
with the execution of the non-recourse long-term debt agreement mentioned above,
the LLC entered into a interest rate swap contract with Fortis Bank NV/SA, New
York Branch, in order to fix the variable interest rate on the non-recourse
long-term debt and minimize the LLC’s risk for interest rate fluctuation. The
interest rate swap contract, which was deemed effective as of January 13, 2005,
fixed the interest rate at 5.35%. As of March 31, 2008, the LLC recorded through
other comprehensive income a gain of $162,806 relating to this swap. As part of
the sale of ICON Containership III, discussed in Note 5, the LLC transferred the
interest swap contract to the Purchaser.






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





(9)
            Non-recourse
      Long-Term Debt – continued




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





Year
      EndingDecember 31,For
      July 1 to December 31, 2008
            
            $
            5,578,8182009
            
            
            7,076,252$
            12,655,070





(10)
            Revolving
      Line of Credit, Recourse





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





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at London Interbank Eurocurrency Market Rateplus 2.5%. The interest
rate at June 30, 2008 was 5%.





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





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





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at June
30, 2008, all of which was borrowed by Fund Eight B.





(11)
            Transactions
      with Related Parties





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






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





(11)
            Transactions
      with Related Parties - continued




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





The
Manager also has a 1% interest in the LLC’s profits, losses, cash distributions
and liquidation proceeds.  The LLC paid distributions to the Manager
of $64,428 for the six months ended June 30, 2008. The Manager’s interest in the
LLC’s net income for the three months ended June 30, 2008 and 2007 was $27,119
and $13,202, respectively. The Manager’s interest in the LLC’s net income for
the six months ended June 30, 2008 and 2007 was $101,907 and $15,965,
respectively.





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





Three
      Months Ended
            
            
            Six
      Months EndedJune
      30,
            
            
            June
      30,(unaudited)
            
            
            (unaudited)2008
            
            
            2007
            
            
            2008
            
            
            2007Management
      fees (a)
            
            $
            413,976
            
            
            $
            463,904
            
            
            $
            947,563
            
            
            $
            1,052,264Administrative
      expense reimbursements (a)
            
            
            354,877
            
            
            
            180,746
            
            
            
            708,435
            
            
            
            391,283Total
      fees paid or accrued to the Manager or its affiliates
            
            $
            768,853
            
            
            $
            644,650
            
            
            $
            1,655,998
            
            
            $
            1,443,547(a)  Charged
      directly to operations.





The LLC
had a payable of $280,131 due to the Manager and affiliates at June 30, 2008.
The payable was comprised of $254,567 due to the Manager relating to
administrative expense reimbursements and $25,564 owed to an affiliate for sales
proceeds.





(12)
            Commitments
      and Contingencies and Off Balance Sheet
Risk





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










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







(13)
            Subsequent
      Events





On July
27, 2008, Solyndra repaid in full the outstanding note receivable and the entire
facility was terminated. The LLC received approximately $4,437,000 in connection
with the repayment, which consisted of principal and interest receivable as of
such date. As a result of the repayment, the LLC will record an insignificant
gain in the third quarter of 2008. The repayment does not affect the warrants
held by the LLC, and the LLC retains its rights thereunder.





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






16
 Table of Contents





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





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




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





Forward-Looking
Statements





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





Overview





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





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




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





Shipping:





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





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






17
 Table of Contents





Information
Technology Equipment and Phone Systems:





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





·
            We
      own 101 Noritsu QSS-3011 digital mini-labs on lease to the Rite Aid
      Corporation (“Rite Aid”). The leases expire at various times from November
      2007 to September 2008. As of June 30, 2008, the leases with base terms
      that expired in November and December 2007 continue to be extended on a
      month-to-month basis. Our Manager anticipates all of the digital mini-labs
      subject to lease with Rite Aid, will be returned by December
      2008.





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





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





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





Financing
facility:





·
            On
      August 13, 2007, we completed a participation investment in an equipment
      financing facility with Solyndra, Inc. (“Solyndra”), a privately-held
      manufacturer of solar panels for the building of a new production
      facility.  The financing facility was to mature on June 30,
      2013 and was secured by the equipment as well as all other assets of
      Solyndra.  The equipment was comprised of two-fully
      automated manufacturing lines that combine glass tubes and thin film
      semiconductors to produce solar panels.  Included as part of the
      consideration in the acquisition were warrants to purchase 40,290
      shares of Solyndra common stock at an exercise price of
      $4.96.  The warrants are set to expire on April 6, 2014. On July
      27, 2008, Solyndra repaid in full the outstanding note receivable and the
      entire facility was terminated. We received approximately $4,437,000 in
      connection with the repayment, which consisted of principal and interest
      receivable as of such date. As a result of the repayment, we will record
      an insignificant gain in the third quarter of 2008. The repayment does not
      affect the warrants held by us, and we retained its rights
      thereunder.





Manufacturing
Equipment:





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





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





Other
Equipment:





·
            We
      own refrigeration equipment on lease to P.W. Supermarkets, Inc (“PW
      Supermarkets”). The equipment is subject to a 36 month lease which was set
      to expire during July 2007. During July 2007, PW Supermarkets extended the
      lease until July 2008. On July 31, 2008, PW Supermarkets was transferred
      title to the refrigeration
equipment.





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






18
 Table of Contents





Lease
and Other Significant Transactions





Digital
Audio/Visual Entertainment Systems





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





Shipping





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





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





Recent
Accounting Pronouncements





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





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





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






19
 Table of Contents





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





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





Three Months Ended June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            5,291,905
            
            
            $
            7,109,323
            
            
            $
            (1,817,418
            )Finance
      income
            
            
            637,169
            
            
            
            676,194
            
            
            
            (39,025
            )Income
      from investments in joint ventures
            
            
            1,849,108
            
            
            
            150,914
            
            
            
            1,698,194Net
      (loss) gain on sales of equipment and unguaranteed residual
      values
            
            
            (26,001
            )
            
            
            32,814
            
            
            
            (58,815
            )Net
      (loss) gain on foreign currency transactions
            
            
            (7,431
            )
            
            
            325,267
            
            
            
            (332,698
            )Interest
      and other income
            
            
            147,966
            
            
            
            67,422
            
            
            
            80,544Total
      revenue
            
            $
            7,892,716
            
            
            $
            8,361,934
            
            
            $
            (469,218
            )





Total
revenue for the 2008 Quarter decreased $469,218, or 5.6%, as compared to the
2007 Quarter. This decrease  in revenue was primarily attributable to
a decrease in rental income, partly offset by an increase in income from
investments in joint ventures. The decrease in rental income primarily related
to the sale of our subsidiary, ICON Containership III, during March 2008, which
accounted for $1,464,000 of the decrease in rental income. The increase in
income from investments in joint ventures related to (a) a gain of approximately
$1,232,000 during the 2008 Quarter from recognition of foreign
currency translation, and (b) investments during July and December 2007 in ICON
Mayon and ICON Global Crossing V, respectively, which accounted for an increase
in income from investments in joint ventures of approximately
$436,000.





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





Three Months Ended June 30,2008
            
            
            2007
            
            
            ChangeManagement
      fees - Manager
            
            $
            413,976
            
            
            $
            463,904
            
            
            $
            (49,928
            )Administrative
      expense reimbursements - Manager
            
            
            354,877
            
            
            
            180,746
            
            
            
            174,131General
      and administrative
            
            
            340,179
            
            
            
            182,507
            
            
            
            157,672Interest
            
            
            195,646
            
            
            
            529,139
            
            
            
            (333,493
            )Depreciation
      and amortization
            
            
            3,810,281
            
            
            
            5,592,407
            
            
            
            (1,782,126
            )Total
      expenses
            
            $
            5,114,959
            
            
            $
            6,948,703
            
            
            $
            (1,833,744
            )





Total
expenses for the 2008 Quarter decreased $1,833,744, or 26.4%, as compared to the
2007 Quarter. The decrease was primarily due to lower depreciation and
amortization expense and interest expense, partly offset by an increase in
administrative expense reimbursements – Manager and general and administrative
expense. The decrease in depreciation and amortization expense was caused by the
sale of our subsidiary, ICON Containership III, during March 2008, the sale of
the equipment on lease to CompUSA, Inc. (“CompUSA”) during December 2007 and the
amortization of the prepaid service fees that were written off in December 2007,
partially offset by our acquisitions of equipment on lease to Texas Die and
Monroe during September and December 2007, respectively. The decrease in
interest expense related to the sale of our subsidiary, ICON Containership III,
during March 2008. The overall increase in administrative expense reimbursements
– Manager related to increased number of leases being remarketed by our Manager
during the 2008 Quarter as compared to the 2007 Quarter. The overall increase in
general and administrative expense related to an increase in professional fees
during the 2008 Quarter as compared to the 2007 Quarter.





Net
Income





As a
result of the foregoing factors, the net income for the 2008 and 2007 Quarter
was $2,711,946 and $1,320,208, respectively. The net income per weighted
average number of additional member share outstanding for the 2008 and 2007
Quarter was $18.11 and $8.79, respectively.








20
 Table of Contents


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





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





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            11,901,320
            
            
            $
            14,547,609
            
            
            $
            (2,646,289
            )Finance
      income
            
            
            1,312,893
            
            
            
            1,358,145
            
            
            
            (45,252
            )Income
      from investments in joint ventures
            
            
            2,529,510
            
            
            
            376,791
            
            
            
            2,152,719Net
      gain on sales of equipment and unguaranteed residual
values
            
            
            6,781,517
            
            
            
            150,879
            
            
            
            6,630,638Net
      (loss) gain on foreign currency transactions
            
            
            (8,889
            )
            
            
            328,228
            
            
            
            (337,117
            )Interest
      and other income
            
            
            249,106
            
            
            
            154,148
            
            
            
            94,958Total
      revenue
            
            $
            22,765,457
            
            
            $
            16,915,800
            
            
            $
            5,849,657





Total
revenue for the 2008 Period increased $5,849,657, or 34.6%, as compared to the
2007 Period. This increase was primarily attributable to an increase in net gain
on sales of equipment and unguaranteed residual values, income from investments
in joint ventures, partly offset by a decrease in rental income. During the 2008
Period, we sold our subsidiary, ICON Containership III, that resulted in a gain
on sale of $6,740,575. The decrease in rental income related to the sale of our
subsidiary, ICON Containership III, during March 2008, which accounted for
$1,464,000 of the decrease in rental income. The increase in income from
investments in joint ventures related to (a) investments during July and
December 2007 in ICON Mayon and ICON Global Crossing V, respectively, which
accounted for an increase in income from investments in joint ventures of
approximately $928,000, and (b) a gain of approximately $1,232,000 during the
2008 Period from recognition of foreign currency translation.





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





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeManagement
      fees - Manager
            
            $
            947,563
            
            
            $
            1,052,264
            
            
            $
            (104,701
            )Administrative
      expense reimbursements - Manager
            
            
            708,435
            
            
            
            391,283
            
            
            
            317,152General
      and administrative
            
            
            755,608
            
            
            
            640,984
            
            
            
            114,624Interest
            
            
            740,146
            
            
            
            1,199,661
            
            
            
            (459,515
            )Depreciation
      and amortization
            
            
            9,262,738
            
            
            
            11,878,107
            
            
            
            (2,615,369
            )Total
      expenses
            
            $
            12,414,490
            
            
            $
            15,162,299
            
            
            $
            (2,747,809
            )





Total
expenses for the 2008 Period decreased $2,747,809, or 18.1%, as compared to the
2007 Period. The decrease was primarily due to lower depreciation and
amortization and interest expense that were partly offset by an increase in
administrative expense reimbursements – Manager. The decrease in depreciation
and amortization expense was caused by the sale of our subsidiary, ICON
Containership III, during March 2008, the sale of the equipment on lease to
CompUSA, Inc. during December 2007 and the amortization of the prepaid service
fees that were completely written off in December 2007, partially offset by our
acquisitions of equipment on lease to Texas Die and Monroe during September and
December 2007, respectively. The decrease in interest expense related to the
sale of our subsidiary, ICON Containership III, during March 2008 which had
outstanding non-recourse long-term debt. The overall increase in administrative
expense reimbursements – Manager related to increased number of leases being
remarketed by our Manager during the 2008 Period as compared to the 2007
Period.





Net
Income





As a
result of the foregoing factors, the net income for the 2008 Period and 2007
Period were $10,190,686 and $1,596,475, respectively.  The net income
per weighted average number of additional member share for the 2008 Period and
2007 Period were $68.03 and $10.63, respectively.






21
 Table of Contents





Financial
Condition





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





Total
Assets





Total
assets decreased $20,758,933 from $122,908,748 to $102,149,815. The decrease
primarily related to approximately $9,231,887 of depreciation expense recognized
during the 2008 Period and the sale of ICON Containership III.





Current
Assets





Current
assets increased $10,823,626 from $6,850,178 to $17,673,804. The increase was
due to a higher cash position primarily from the sale of ICON Containership
III.





Total
Liabilities





Total
liabilities decreased $22,620,171 from $35,833,475 to $13,213,304. The decrease
primarily related to six months of repayments of our non-recourse debt of
approximately $6,700,000. In addition, we transferred our remaining non-recourse
debt at March 31, 2008 on ZIM Italia of approximately $10,906,000 as part of the
sale of ICON Containership III.





Current
Liabilities





Current
liabilities decreased $8,652,762 from $21,866,066 to $13,213,304, primarily from
the $5,000,000 repayment on our revolving line of credit as well as the
continued repayment of our non-recourse debt discussed above.





Members’
Equity





Members’
Equity increased $2,281,319 from $84,105,073 to $86,386,392. The increase was
primarily from the 2008 Period net income of $10,190,686, partly offset by
distributions to our members of $6,442,608.




Liquidity
and Capital Resources




Sources
and Uses of Cash





At June
30, 2008 and December 31, 2007, we had cash and cash equivalents of $15,895,564
and $4,448,826, respectively. During our offering period, our main source of
cash was from financing activities and during our operating period, our main
source of cash has been from operating and investing activities, which we expect
to continue through the entire operating period. We expect that our operating
and investing activities will generate sufficient cash flows to meet our short
and long term liquidity requirements, including distributions to our members,
management fees, and administrative expense reimbursements –
Manager.





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





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






22
 Table of Contents





Operating
Activities





Sources
of cash




Sources
of cash from operating activities decreased $3,700,564 from $8,476,862 in
the 2007 Period to $4,776,298 in the 2008 Period. The decrease primarily related
to the expiration of our lease with GEICO in March 2007, the sale of our lease
with CompUSA in December 2007 and the collection of VAT tax receivable during
the 2007 Period, which accounted for the decrease in operating sources of
approximately $3,814,000.




Investing
Activities





Sources
of cash




Sources
of cash from investing activities increased $7,094,935 from $11,536,717 in the
2007 Period to $18,631,652 in the 2008 Period. The increase related to
approximately $16,574,000 of additional proceeds collected during the 2008
Period as compared to the 2007 period from the sales of equipment and
unguaranteed residual values, primarily the sale of ICON Containership III. This
increase was partly offset by a decline in distributions received from joint
ventures of approximately $9,315,000.





Financing
Activities





Uses
of cash




Our uses
of cash from financing activities increased $4,855,631 from $7,105,581 in the
2007 Period to $11,961,212 in the 2008 Period. The increase primarily related to
a repayment of our revolving line of credit balance.





Financings
and Borrowings





Revolving
Line of Credit, Recourse





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





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate plus 2.5%. The
interest rate at June 30, 2008 was 5%.





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




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





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at June
30,2008, all of which was
borrowed by Fund Eight B.





Distributions





We pay
monthly distributions to our members starting with the first month after the
additional members’ admission and will continue to pay such distributions until
the termination of the operating period.  We paid distributions to our
additional members and to our Manager of $6,378,180 and $64,428, respectively,
for the 2008 Period.





23
 Table of Contents


Contractual
Obligations and Commitments and Off Balance Sheet Transactions





At June
30, 2008 and December 31, 2007, we had non-recourse long-term debt obligations.
The lender has security interests in the equipment relating to the non-recourse
long-term debt instruments and assignments of the rental payments under the
leases associated with the equipment. In such cases, the lender is being paid
directly by the lessees.  If the lessees were to default on the
non-recourse long-term debt the equipment would be returned to the lender in
extinguishment of the non-recourse long-term debt.  At June 30, 2008
and December 31, 2007, our outstanding non-recourse long-term obligations were
$12,655,070 and $30,295,089, respectively.  We are a party to the
Facility, as discussed in the financing and borrowings section above. We had no
borrowings outstanding under the Facility at June 30, 2008.





On
September 28, 2007 and December 10, 2007, we completed the acquisition of, and
simultaneously leased back, substantially all of the machining and metal working
equipment of Texas Die and Monroe, two wholly-owned subsidiaries of MWU.
Simultaneously with the closing of the transaction with Texas Die and Monroe,
Fund Eleven and Fund Twelve (together with us, the “Participating Funds”)
completed similar acquisitions with four and three other subsidiaries,
respectively, of MWU pursuant to which the respective funds purchased
substantially all of the machining and metal working equipment of each
subsidiary.  Each subsidiary’s obligations under its respective leases
(including those of Texas Die and Monroe) are cross-collateralized,
cross-defaulted, and all subsidiaries’ obligations are guaranteed by
MWU.  Each of the Participating Funds have also entered into a credit
support agreement, pursuant to which losses incurred by a Participating Fund
with respect to any MWU subsidiary are shared among the Participating Funds
proportionately based on the amount of capital invested.  The term of
the credit support agreement matches that of each lease agreement.  No
amounts were accrued at June 30, 2008 and management cannot reasonably estimate
at this time the maximum potential amounts that may become payable under the
credit support agreement, if any.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





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





Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





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





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





Evaluation of internal control over
financial reporting





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







24
 Table of Contents


PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





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





Item 1A. Risk Factors





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





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





Our
Manager consented to us redeeming 18 additional member shares during the
2008 Quarter. The redemption amounts are calculated according to a
specified redemption formula in accordance with the LLC
agreement.  Redeemed additional member shares have no voting rights
and do not share in distributions.  The LLC agreement limits the
number of additional member shares which can be redeemed in any one year and
redeemed additional member shares may not be reissued. The following table
details our additional member redemptions:





Total
      Numberof
      Additional
            
            
            Price
      Paid PerMember
              Shares Redeemed
            
            
            Additional
      MemberSharesApril
      1, 2008 through April 30, 2008
            
            
            3
            
            
            $
            867.28May
      1, 2008 through May 31, 2008
            
            
            15
            
            
            $
            814.94June
      1, 2008 through June 30, 2008
            
            
            -
            
            
            $
            -





Item 3.  Defaults Upon Senior Securities





Not
applicable.





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





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





Item 5.  Other Information





Not
applicable.







25
 Table of Contents








Item 6. Exhibits





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





26
 Table of Contents


SIGNATURES





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





File
Number 000-50654


ICON
Capital Corp.


Manager
of the Registrant





August
8, 2008





/s/Mark Gatto___


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








August
8, 2008





/s/Michael A.
Reisner___


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)








August
8, 2008





/s/Anthony J.
Branca__


Anthony
J. Branca


Chief
Financial Officer


(Principal
Accounting and Financial Officer)






27