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

                                    FORM 10-K

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

For the fiscal year ended                 December 31, 2002
                          -----------------------------------------------------
                                       or

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

Commission File Number                       333-54011
                       --------------------------------------------------------

                          ICON Income Fund Eight A L.P.
             (Exact name of registrant as specified in its charter)

           Delaware                                         13-4006824
---------------------------------------         --------------------------------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification Number)


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

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section  12(g) of the Act:  Units of Limited
Partnership Interests

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable.  There is no established market for units of limited partnership
interest in the registrant.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

                                TABLE OF CONTENTS

Item                                                                     Page

PART I

1. Business                                                                 3-4

2. Properties                                                                 4

3. Legal Proceedings                                                          4

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

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                                  4

6. Selected Financial and Operating Data                                      5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                   6-13

7A.  Qualitative and Quantitative Disclosures About Market Risk              13

8. Consolidated Financial Statements and Supplementary Data               14-37

9. Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     38

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                      38-39

11. Executive Compensation                                                   39

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          39

13.  Certain Relationships and Related Transactions                          40

14. Controls and Procedures                                                  40

PART IV

15. Exhibits, Financial Statement Schedules and Reports on Form 8-K       40-41

SIGNATURES                                                                   42

Certifications                                                            43-46



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

PART I

Item 1.  Business
         --------

General Development of Business

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited partnership.  The Partnership's  maximum offering was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, October 14, 1998, with the admission of 12,000 limited partnership
units at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital  contributions.  Between 2000 and 2002,  the  Partnership
redeemed  6,994.77  limited   partnership  units  leaving   742,970.27   limited
partnership  units outstanding at December 31, 2002. The sole General Partner is
ICON Capital Corp. (the "General Partner").

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
and managing  equipment  subject to leases with companies  that the  Partnership
believes to be creditworthy.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
investments for the benefit of its limited partners.  To achieve this objective,
the  Partnership  intends  to:  (1)  acquire  a  diversified  portfolio  of  low
obsolescence  equipment  having long lives and high  residual  values;  (2) make
monthly cash distributions to its limited partners  commencing with each limited
partner's  admission to the  Partnership,  continuing  through the  reinvestment
period,  which  period will end no later than the eighth  anniversary  after the
final closing date;  (3) re-invest  substantially  all  undistributed  cash from
operations  and cash from sales of equipment and financing  transactions  during
the  reinvestment  period;  and  (4)  sell  the  Partnership's  investments  and
distribute the cash from sales of such investments to its limited partners after
the end of the reinvestment period.

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

     The Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Lease and Financing Transactions

     During the years ended December 31, 2002 and 2001, the  Partnership did not
purchase nor finance any additional equipment other than an upgrade one aircraft
subject to lease during 2001.

     In 2000, the  Partnership  acquired a 2% interest in a joint venture ("ICON
Aircraft 24846,  LLC") with two other  affiliates  acquiring the remaining joint
venture  interests.  The  Partnership  also  acquired a 1%  interest  in a joint
venture  ("ICON  Cheyenne,  LLC")  with three  other  affiliates  acquiring  the
remaining joint venture interests.

     The Partnership had five and three lessees who accounted for 10% or more of
total revenue  during the years ended  December 31, 2002 and 2001.  During 2002,
the equipment leased to America West, Sky Airlines, The Boeing Company, BP Amoco
and  Portland   General   Electric   generated  13%,  23%,  21%,  10%  and  21%,
respectively,  of total  revenue.  During 2001,  equipment  leased to The Boeing
Company,  Portland General Electric and Sky Airlines generated 20%, 19% and 15%,
respectively, of total revenue.

Item 2.  Properties

     The Partnership neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

Item 3.  Legal Proceedings

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

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

     No matters  were  submitted to a vote of security  holders  during the year
ended 2002.

PART II

Item 5.  Market for the  Registrant's  Securities  and Related  Security  Holder
Matters

     The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's  limited partnership units. It
is unlikely that any such market will develop.

                                           Number of Equity Security Holders
       Title of Class                                as of December 31,
       --------------                     -------------------------------------

                                                2002                 2001
                                                ----                 ----
      Limited Partners                         2,892                2,892
      General Partner                              1                    1



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item 6.  Selected Consolidated Financial and Operating Data
         --------------------------------------------------
<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                        ---------------------------------------------------------------------
<S>                                             <C>               <C>              <C>             <C>
                                                2002              2001             2000            1999(1)
                                                ----              ----             ----            ----

Total revenue                           $  11,200,364  $   12,975,571   $     14,229,916  $     9,131,846
                                        =============  ==============   ================  ===============

Net (loss) income                       $  (1,196,680) $      (29,316)  $        102,001  $     1,262,140
                                        =============  ==============   ================  ===============

Net (loss) income allocable to
   the limited partners                 $  (1,184,713) $      (29,023)  $        100,981  $     1,249,519
                                        =============  ==============   ================  ===============

Net (loss) income allocable to the
   General Partner                      $     (11,967) $         (293)  $          1,020  $        12,621
                                        =============  ==============   ================  ===============

Weighted average limited partnership
   units outstanding                          744,600         746,378            710,779          337,936
                                        =============  ==============   ================  ===============

Net (loss) income per weighted average
   limited partnership unit             $      (1.59)  $         (.04)  $           .14   $          3.70
                                        ============   ==============   ===============   ===============

Distributions to limited partners       $   8,000,244  $    8,022,337   $      7,640,879  $     3,632,817
                                        =============  ==============   ================  ===============

Distributions to the General Partner    $      80,811  $       81,039   $         77,127  $        37,282
                                        =============  ==============   ================  ===============

                                                                 December 31,
                                        -----------------------------------------------------------------
                                            2002             2001              2000              1999
                                            ----             ----              ----              ----

Total assets                            $  91,208,154  $  107,774,081   $    130,291,422  $   137,921,891
                                        =============  ==============   ================  ===============

Partners' equity                        $  37,661,379  $   47,108,809   $     55,293,693  $    49,476,423

                                        =============  ==============   ================  ===============
</TABLE>


(1) No data is  presented  for  periods  prior  to 1998  since  the  Partnership
commenced  operations on October 14, 1998, the initial closing date. Revenue and
income in 1998 does not reflect a full year's operations.

<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002


Item 7. General  Partner's  Discussion  and Analysis of Financial  Condition and
        ------------------------------------------------------------------------
Results of Operations
---------------------

     The  Partnership  was  formed  on  July  9,  1997  as  a  Delaware  limited
partnership. The Partnership's maximum offering was $75,000,000. The Partnership
commenced  business  operations on its initial  closing date,  October 14, 1998,
with  the  admission  of  12,000  limited  partnership  units  at $100  per unit
representing  $1,200,000 of capital contributions.  Between October 15, 1998 and
May 17, 2000, the date of the Partnership's final closing, 737,965.04 additional
units were admitted representing  $73,796,504 of capital contributions  bringing
the  total  admission  to  749,965.04  units  totaling  $74,996,504  in  capital
contributions.  Between 2000 and 2002, the Partnership redeemed 6,994.77 limited
partnership units leaving  742,970.27  limited  partnership units outstanding at
December 31, 2002.

     The Partnership's  portfolio consists of net investments in finance leases,
investments in operating leases,  equipment off-lease,  investments in estimated
unguaranteed  residual  values and equity  investments in  unconsolidated  joint
ventures,  representing  44%, 46%, 4%, 3% and 1% of total assets at December 31,
2002, respectively,  and 47%, 43%, 0%, 4% and 2% of total assets at December 31,
2001, respectively.

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited  financial  statements  included herein.
Certain   statements   within  this  document  may  constitute   forward-looking
statements made pursuant to the safe harbor provision of the Private  Securities
Litigation  Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar  expressions.  This information may involve risks and  uncertainties
that could cause actual results to differ  materially  from the  forward-looking
statements. Although the Partnership believes that the expectations reflected in
such  forward-looking  statements  are  based on  reasonable  assumptions,  such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.

Critical Accounting Policies and Management Estimates

     The policies  discussed  below are considered by the General  Partner to be
critical to an understanding of the Partnership's  financial  statements because
their application  places the most significant  demands on the General Partner's
judgments,  with financial  reporting  results  relying on estimation  about the
effects of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the General  Partner  cautions  that future  events  rarely
develop  exactly  as  forecast,   and  the  best  estimates   routinely  require
adjustment.


     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates include the allowance for doubtful accounts and unguaranteed  residual
values.  Management  believes  that the estimates  and  assumptions  utilized in
preparing its financial  statements  are  reasonable  and prudent.  In addition,
management is required to disclose contingent assets and contingent liabilities.
Actual results could differ from those estimates.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases or operating  leases,
as appropriate. For finance leases, the Partnership records, at the inception of
the  lease,  the  total  minimum  lease  payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represents the difference  between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased  equipment.  Unearned income is recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  For operating leases,  equipment is recorded at cost and is depreciated
on the straight-line  method over the lease terms to their estimated fair market
values at lease terminations and subject to the Partnership's  impairment policy
discussed  below.  Related  lease  rentals are  recognized  on the straight line
method over the lease terms. Billed and uncollected  operating lease receivables
are  included  in other  assets.  Initial  direct  costs of  finance  leases are
capitalized  and are  amortized  over the terms of the related  leases using the
interest  method.  Initial direct costs of operating  leases are capitalized and
depreciated using the straight-line method over the lease terms.

     Equipment  Held for Lease or Sale - The  off-lease  rotables are carried at
cost, less accumulated  depreciation,  subject to the  Partnership's  impairment
policy discussed below.

     Investments in Unguaranteed  Residual Values - The Partnership  carries its
investments in the future  estimated  unguaranteed  residuals of assets at cost,
which is equal to or less than market value, subject to the Partnership's policy
relating to impairments of residuals  discussed  below.  Gains or losses will be
recognized upon the sale or disposition of the investments.

     Impairment of Estimated  Residual  Values - The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
basis,  the  carrying  value of its  residuals on an  individual  asset basis to
determine whether events or changes in circumstances  indicate that the carrying
value of an asset may not be  recoverable  and,  therefore,  an impairment  loss
should be recognized.  The events or changes in  circumstances  which  generally
indicate  that the  residual  value of an asset  has been  impaired  are (i) the
estimated fair value of the underlying  equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing  financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be  sufficient  to satisfy the  remaining  obligation  to the  non-recourse
lender  and  the  Partnership's  residual  position.  Generally  in  the  latter
situation,  the residual  position  relates to equipment  subject to third party
non-recourse  notes  payable  where the  lessee  remits  their  rental  payments
directly to the lender and the  Partnership  does not recover its residual until
the non-recourse note obligation is repaid in full.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership  from re-lease or sale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in its portfolio. The allowance
for doubtful  accounts is based on the ongoing  analysis of delinquency  trends,
loss experience and an assessment of overall credit risk. The Partnership's



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

Results of Operations for the Years Ended December 31, 2002 and 2001

     Finance lease income decreased by $2,498,092, or approximately 35%, in 2002
as compared to 2001,  due to the  continued  collection  of the related  finance
lease receivables,  which reduced the investments on which such income is based.
In  addition,  two leases  with one lessee  were  terminated  due to  bankruptcy
filings by the lessees during the fourth  quarter,  as well as the expiration of
five leases in accordance with their scheduled terms.  The equipment  related to
expired  leases was sold in 2002 for gains  totaling  $272,423.  The  terminated
leases  due to  bankruptcy  filings  resulted  in a  loss  of  $656,279,  as the
Partnership received no proceeds.

     Rental  income  (from  operating  leases)   increased  by  $1,403,303,   or
approximately  26%, in 2002 as compared to 2001,  attributable to earning a full
year of rent in 2002 on the  reclassified  leases (from  finance  leases  during
2001).

     During  2002,  the  Partnership  recognized  an overall loss on the sale of
equipment of $404,710,  as compared to gains on the sale of equipment in 2001 of
$288,060.

     During 2002, the  Partnership  recognized a net income from  investments in
joint  ventures of  $122,305,  as  compared to a net loss from such  ventures of
$1,146,543 in 2001. The principal reason for the Partnership's  loss in 2001 was
its  $1,174,769  share of the loss of  approximately  $2,700,000  recognized  by
ICON/AIC Trust ("AIC Trust") (a joint venture in which the  Partnership's  has a
43.73%  interest).  AIC Trust's loss was primarily the result of the sale of all
of its leased equipment  portfolio at the end of December 2001 for a price which
was less than its carrying value.  This was partially offset by income generated
by two other joint ventures in 2001.

     Interest  income and other was  $28,904 in 2002 as  compared  to $65,490 in
2001.  The  decrease  was  attributable  to a reduction  in cash  available  for
investment in 2002 as well as a reduction in interest rates.

     Interest expense decreased by $1,098,423,  or approximately 17%, in 2002 as
compared to 2001, due primarily to the repayment of non-recourse indebtedness by
the  application of lease payments in accordance  with the repayment  schedules,
and  partially  offset by the interest  associated  with an increase in recourse
debt.

     Depreciation  increased by  $1,287,504,  or  approximately  47%, in 2002 as
compared to 2001, due to the full year effect in 2002 of the reclassification of
two aircraft  previously  accounted for as financing  leases to  investments  in
operating leases in the fourth quarter of 2001.

     Management fees - General Partner  decreased by $774,272,  or approximately
41%, in 2002 as compared to 2001,  which was consistent with the change in lease
payments on which such fees are based.

     Administrative  expense  reimbursements  -  General  Partner  decreased  by
$276,582,  or  approximately  36%,  in 2002  as  compared  to  2001,  which  was
consistent with the Partnership's level of operations.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Amortization   of  initial   direct  costs   decreased   by  $369,820,   or
approximately 53%, in 2002 as compared to 2001, due principally to the continued
reduction  of the  amortizable  balance of initial  direct  costs and the method
(interest  method) used to  calculate  amortization  of initial  direct costs on
finance leases.

     General and administrative expenses increased by $328,823, or approximately
54%,  in 2002 as  compared  to 2001,  due  primarily  to  amortized  legal fees,
appraisal and  inspection  costs that were  capitalized  under the balance sheet
caption "Other Assets" at leases inception.

     Based  upon  its  review  of  receivables  and the  credit  quality  of the
Partnership's  lessees,  there was a provision for doubtful accounts recorded of
$300,000  in 2002.  The  Partnership  did not record a  provision  for  doubtful
accounts in 2001.

     The net  loss for the  Partnership  was  $1,196,680  ($1.59)  per  weighted
average limited  Partnership  unit) in 2002 as compared to net income of $29,316
($.04) per weighted average limited  Partnership unit) in 2001. The reduction in
finance  income,  the loss from sale of  equipment,  the  provision for doubtful
accounts,  the increase in general and administrative  expenses and the increase
in depreciation expenses, which reduced net income in 2002 as compared 2001, was
partially  offset by the increase in rental income,  the increase in income from
joint ventures, the reduction in interest expense, the reduction of amortization
of initial direct costs and the reduction of management fees and  administrative
fees-reimbursements.

Results of Operations for the Period Ended December 31, 2001 and 2000

     Finance lease income decreased by $1,826,177, or approximately 20%, in 2001
as compared to 2000,  due to the  continued  collection  of the related  finance
lease receivables,  which reduced the investments on which such income is based,
the  reclassification of two restructured  aircraft leases from financing leases
to operating  leases in the fourth quarter of 2001, as well as the expiration in
2001 of two  leases in  accordance  with  their  scheduled  terms.  The  related
equipment was sold in 2001 for gains totaling $288,060.

     Rental  income  (from   operating   leases)   increased  by  $626,780,   or
approximately  13%, in 2001 as compared to 2000,  attributable to earning a full
year of rent in 2001 on equipment  purchased  during  2000,  as well as the rent
generated in the fourth  quarter of 2001 by the  restructured  leases of the two
aircraft discussed above.

     During  2001,  the  Partnership  recognized  a gain on sale of an option to
acquire  an  unguaranteed  residual  of  $1,219,910  and  gains  on the  sale of
equipment of $288,060. No similar amounts were recognized in 2000.

     During 2001,  the  Partnership  recognized a net loss from  investments  in
joint ventures of $1,146,543 as compared to net income from investments in joint
ventures of $231,909 in 2000. The principal reason for the Partnership's loss in
2001 was its $1,174,769 share of the loss of approximately $2,700,000 recognized
by AIC Trust (a joint venture in which the Partnership  has a 43.73%  interest).
AIC  Trust's  loss was  primarily  the  result of the sale of all of its  leased
equipment  portfolio at the end of December 2001 for a price which was less than
its carrying value.  This was partially  offset by income generated by two other
joint ventures in 2001. The AIC Trust  generated  income of $529,585 in 2000, of
which $231,587 was the Partnership's share.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Interest  income and other was  $65,490 in 2001 as  compared to $249,956 in
2000.  The  decrease  was  attributable  to a reduction  in cash  available  for
investment in 2001 (due to the continued  acquisition of leased equipment during
2000) as well as a reduction in interest rates.

     Interest expense decreased by $1,081,456,  or approximately 15% in 2001, as
compared to 2000, due principally to the repayment of non-recourse  indebtedness
by the application of lease payments in accordance with the repayment schedules,
partially  offset  by  the  interest  associated  with  additional  non-recourse
borrowings secured by an aircraft leased to The Boeing Company.  In addition the
reduction is  attributable  to the  reduction in the variable rate recourse debt
outstanding, as well as the reduction in interest rates on such recourse debt in
2001 as compared to 2000.

     Depreciation increased by $82,749, or approximately 3%, in 2001 as compared
to 2000, due to the full year effect in 2001 of investments in operating  leases
acquired in 2000,  as well as the  reclassification  of two aircraft  previously
accounted  for as financing  leases to  investments  in operating  leases in the
fourth  quarter  of  2001.  This  was  partially  offset  by the  fact  that  no
depreciation  was  recognized  in 2001 on an aircraft for the period that it was
off-lease. Depreciation resumed when the aircraft was released.

     Management fees - General Partner  increased by $65,750,  or  approximately
4%, in 2001 as compared to 2000,  which was consistent  with the change in lease
payments on which such fees are based.

     Administrative  expense  reimbursements  -  General  Partner  increased  by
$13,642,  or approximately 2%, in 2001 as compared to 2000, which was consistent
with the Partnership's level of operations.

     Amortization   of  initial   direct  costs   decreased   by  $117,345,   or
approximately 14%, in 2001 as compared to 2000, due principally to the continued
reduction  of the  amortizable  balance of initial  direct  costs and the method
(interest  method) used to  calculate  amortization  of initial  direct costs on
finance leases.

     General and administrative expenses increased by $111,005, or approximately
22%, in 2001 as compared to 2000, due  principally to an increase in legal fees,
appraisal and inspection costs.

     Based  upon  its  review  of  receivables  and the  credit  quality  of the
Partnership's  lessees, there was no provision for doubtful accounts recorded in
2001. The Partnership  recorded a provision for doubtful accounts of $200,000 in
2000.

     The net loss for the  Partnership in 2001 was $29,316  ($(.04) per weighted
average  limited  partnership  unit) as compared to net income of $102,001 ($.14
per weighted average limited partnership unit) in 2000. The reduction in finance
income,  the  loss  from  investments  in joint  ventures  and the  increase  in
management  fees,   administrative   expense   reimbursements  and  general  and
administrative  expenses,  which reduced net income in 2001 as compared to 2000,
was  partially  offset by the  increase in rental  income,  the gains on sale of
investments in unguaranteed  residuals and equipment,  the reduction in interest
expense, the reduction of amortization of initial direct costs and the reduction
in provision for doubtful accounts.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Liquidity and Capital Resources

     The  Partnership's  primary sources of liquidity in 2002 were borrowings of
$3,805,871,  proceeds from sale of investment of unguaranteed residual values of
$1,186,863,  proceeds  from  sales of  equipment  of  $1,144,010,  distributions
received  from  unconsolidated  joint  ventures of $811,996 and cash provided by
operating   activities  of  $728,405.   Distributions  to  partners   aggregated
$8,081,055,  and the Partnership repaid recourse debt of $1,819,912. As a result
of this activity of the Partnership's liquidity was reduced.

     During the quarter  ended June 30,  2002,  the  Partnership  entered into a
$17,500,000  joint and several line of credit agreement dated as of May 30, 2002
shared with L.P.  Seven and Fund Eight B (the  "Initial  Funds"),  with Comerica
Bank as lender. Under the terms of the agreement,  the Partnership may borrow at
a rate equal to the Comerica Bank base rate plus 1% (together, 5.25% at December
31, 2002) and all borrowings are to be jointly and severally  collateralized  by
the present values of rents receivable and equipment owned by all of the Initial
Funds sharing in the joint line of credit.  On December 12, 2002,  the agreement
was  amended to admit ICON Income Fund Nine,  LLC,  collectively  along with the
Initial Funds (the "Funds"), as a borrower sharing the $17,500,000 joint line of
credit agreement. The Funds have entered into a Contribution Agreement, dated as
of May 30, 2002, as amended December 12, 2002,  pursuant to which the Funds have
agreed  to  restrictions  on the  amount  and  the  terms  of  their  respective
borrowings  under the line of credit in order to  minimize  the risk that a Fund
would not be able to repay its allocable  portion of the  outstanding  revolving
loan  obligation at any time,  including  restrictions  on any Fund borrowing in
excess of the lesser of (A) an amount each Fund could reasonably expect to repay
in one year out of its  projected  free cash flow, or (B) the greater of (i) the
Borrowing  Base (as defined in the line of credit  agreement) as applied to such
Fund,  and (ii) 50% of the net worth of such Fund.  The  Contribution  Agreement
provides  that, in the event a Fund pays an amount under the agreement in excess
of its allocable share of the obligation  under the agreement  whether by reason
of an Event of Default or  otherwise,  the other Funds will  immediately  make a
contribution  payment to such Fund in such amount that the aggregate amount paid
by each Fund reflects its allocable share of the aggregate obligations under the
agreement. The Funds' obligations to each other under the Contribution Agreement
are  collateralized  by a subordinate  lien on the assets of each  participating
Fund.  The  expiration  date  of this  line  of  credit  is May  31,  2003.  The
Partnership violated a financial covenant at December 31, 2002 creating an Event
of Default.  The bank granted a waiver to the  Partnership  with respect to this
Event of Default.  As of December  31,  2002,  there were no  borrowings  by the
Partnership under the line.  Aggregate  borrowing by all Funds under the line of
credit agreement aggregated $9,731,310 on December 31, 2002.

     Besides  proceeds from the new line of credit,  the  Partnership's  primary
source  of  funds  for  2002  was  cash  provided  by  investing  activities  of
$3,142,869.

     The Partnership repaid $1,819,912 of its recourse notes payable-old line of
credit during 2002 with proceeds from the newly  established line of credit with
Comerica Bank.  Because the Partnership paid  distributions to partners totaling
$8,081,055, its liquidity was reduced.

     Cash  distributions  to limited partners for 2002 and 2001, which were paid
monthly, totaled $8,000,244 and $8,022,337, respectively.

     The  Partnership has an investment in excess of $24 million in equipment on
lease to Portland General Electric ("PGE"), a utility company, which is a wholly
owned subsidiary of Enron Corporation ("Enron").



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

     In the  fourth  quarter of 2001,  Enron  Corporation  filed for  Chapter 11
bankruptcy  protection.  PGE has not filed  for  bankruptcy  protection.  PGE is
current  on its  lease  payments  at the  date of  this  report.  Management  is
continually monitoring the Enron proceedings to the extent that it could, in the
future, impact the Partnership's investment.

     In 2000, the  Partnership  acquired  aircraft  rotables for a total cost of
$1,961,000,  subject to a lease with Sabena  Technics SA a subsidiary  of Sabena
Airlines SA. In November 2001 Sabena  Airlines SA, the parent of Sabena Technics
SA, filed for bankruptcy protection in Belgium.  Sabena Technics SA did not file
for bankruptcy  protection.  During the fourth quarter 2002,  Sabena Technics SA
returned all leased  equipment  with no  outstanding  balance as of December 31,
2002.

     Regus  Business  Center  Corp.  ("Regus"),  with whom the  Partnership  has
eighteen leases, filed for Chapter 11 bankruptcy protection in the United States
of America on January 14, 2003. The Partnership's finance leases with Regus were
acquired in December 1999 of costs aggregating  $4,861,629,  and the total lease
receivable is $1,544,686 as of December 31, 2002.  Regus has not paid January or
February  rents for 2003,  and  management is currently  negotiating  an amended
lease  agreement  whereby Regus will commence  making payments on March 15, 2003
continuing for forty eight months at a new reduced rental rate.

     As  of  December  31,  2002,   there  were  no  known  trends  or  demands,
commitments,  events or  uncertainties,  which are  likely to have any  material
effect  on  liquidity.  As cash  is  realized  from  operations  and  additional
borrowings,  the  Partnership  will  continue to invest in equipment  leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

New Accounting Pronouncements

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset  Retirement  Obligations"  ("SFAS No. 143") which is effective  for fiscal
years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting
and  reporting  for  obligations  associated  with the  retirement  of  tangible
long-lived  assets and the associated  asset  retirement  costs. The Partnership
does not expect that the adoption of SFAS No. 143 will have a material impact on
its financial position, results of operations or cash flows.

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets"  ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the asset.  If the carrying amount of the
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.  SFAS No. 144 requires  companies to separately  report
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale, abandonment or in a distribution to



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

the  owners)  or  classified  as held for  sale.  Assets to be  disposed  of are
reported  at the lower of the  carrying  amount or fair  value less the costs to
sell. The adoption of SFAS No. 144 did not have any effect on the  Partnership's
financial  position or results of operations  as the  provisions of SFAS No. 144
are similar to the Partnership's current policy for impairment review.

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.

     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
          ----------------------------------------------------------

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees.  Except as described  below,  the Partnership
believes  its  exposure  to other  market  risks are  insignificant  to both its
financial position and results of operations.

     The  Partnership  manages its interest  rate risk by  obtaining  fixed rate
debt. The fixed rate debt service  obligation  streams are generally  matched by
fixed  rate  lease  receivable  streams  generated  by the  Partnership's  lease
investments.

     Additionally,  the Partnership  borrows funds under a floating rate line of
credit and is therefore  exposed to interest  rate risk until the floating  rate
line of credit is  repaid.  The  Partnership's  aggregate  borrowings  under the
floating rate line of credit as of December 31, 2002 was  $3,805,871 as compared
to $1,819,912 at December 31, 2001. The Partnership believes the risk associated
with rising interest rates under this line is not significant.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring  the market and maximizing  re-marketing  proceeds  received  through
re-lease or sale of equipment.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item 8.  Consolidated Financial Statements and Supplementary Data
         --------------------------------------------------------

                          Index to Financial Statements

                                                                   Page Number

Independent Auditors' Reports                                             16-17

Consolidated Balance Sheets as of December 31, 2002 and 2001                 18

Consolidated Statements of Operations for the
  Years Ended December 31, 2002, 2001 and 2000                               19

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2002, 2001 and 2000                               20

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2002, 2001 and 2000                            21-23

Notes to Consolidated Financial Statements                                24-37



<PAGE>







                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                        Consolidated Financial Statements

                                December 31, 2002

                   (With Independent Auditor's Report Thereon)



<PAGE>












                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Partners
ICON Income Fund Eight A L.P.:

We have audited the accompanying  consolidated balance sheet of ICON Income Fund
Eight A L.P. (a Delaware  limited  partnership) as of December 31, 2002, and the
related consolidated statements of operations,  changes in partners' equity, and
cash flows for the year then ended. These consolidated  financial statements are
the  responsibility of the partnership's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Eight A L.P. as of December 31, 2002 and the results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



                                             /s/ Hays & Company LLP
                                             ----------------------
                                             Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>












                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Partners
ICON Income Fund Eight A L.P.:

We have audited the accompanying  consolidated balance sheet of ICON Income Fund
Eight A L.P., (a Delaware limited  partnership) as of December 31, 2001, and the
related consolidated statements of operations,  changes in partners' equity, and
cash flows for each of the years in the two year period ended December 31, 2001.
These   consolidated   financial   statements  are  the  responsibility  of  the
partnership's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Eight A L.P. as of December 31, 2001,  and the results of its operations and its
cash flows for each of the years in the two year period ended  December 31, 2001
in conformity with accounting principles generally accepted in the United States
of America.



                                                  /s/ KPMG LLP
                                                  -------------
                                                  KPMG LLP


April 15, 2002
New York, New York


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>

<S>                                                                <C>                <C>
                                                                   2002               2001
                                                                   ----               ----
Assets

Cash and cash equivalents                                    $        819,928   $     3,213,445
                                                             ----------------   ---------------

Investment in finance leases
   Minimum rents receivable                                        17,200,391        27,530,587
   Estimated unguaranteed residual values                          28,560,807        32,985,468
   Initial direct costs, net                                          446,683           780,194
   Unearned income                                                 (5,842,801)      (10,522,087)
   Allowance for doubtful accounts                                   (228,721)         (585,000)
                                                             ----------------   ---------------
                                                                   40,136,359        50,189,162
Investment in operating leases
   Equipment, at cost                                              50,773,532        52,734,532
   Accumulated depreciation                                        (9,214,386)       (5,969,663)
                                                             ----------------   ---------------
                                                                   41,559,146        46,764,869

Equipment held for lease or sale                                    3,470,579              -
                                                             ----------------   ---------------

Investments in unguaranteed residual values                         3,098,084         4,284,947
                                                             ----------------   ---------------

Investments in unconsolidated joint ventures                        1,296,330         1,870,740
                                                             ----------------   ---------------

Other assets, net                                                     827,728         1,450,918
                                                             ----------------   ---------------

Total assets                                                 $     91,208,154   $   107,774,081
                                                             ================   ===============

Liabilities and Partners' Equity

Notes payable - non-recourse                                 $     47,668,803   $    57,687,654
Note payable - recourse                                             3,805,871         1,819,912
Security deposits and other                                         1,715,310         1,044,468
Accounts payable - General Partner and affiliate                      230,052              -
Minority interests in joint venture                                   126,739           113,238
                                                             ----------------   ---------------
                                                                   53,546,775        60,665,272
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                   (274,260)         (181,482)
   Limited partners (742,970.27 and 745,863.89 units
     outstanding, $100 per unit original issue price)              37,935,639        47,290,291
                                                             ----------------   ---------------

     Total partners' equity                                        37,661,379        47,108,809
                                                             ----------------   ---------------

Total liabilities and partners' equity                       $     91,208,154   $   107,774,081
                                                             ================   ===============

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

                        For the Years Ended December 31,

<TABLE>
<CAPTION>
<S>                                                 <C>             <C>            <C>
                                                    2002            2001           2000
                                                    ----            ----           ----
Revenues

   Rental income                              $   6,790,022    $   5,386,719  $    4,759,939
   Finance income                                 4,663,843        7,161,935       8,988,112
   Income (loss) from investments in
     unconsolidated joint ventures                  122,305       (1,146,543)        231,909
   Net (loss) gain on sales of equipment           (404,710)         288,060            -
   Gain on sale of option to acquire an
     unguaranteed residual                               -         1,219,910            -
   Interest income and other                         28,904           65,490         249,956
                                              -------------    -------------  --------------

   Total revenues                                11,200,364       12,975,571      14,229,916
                                              -------------    -------------  --------------

Expenses

   Interest                                       5,181,248        6,279,671       7,361,127
   Depreciation                                   4,016,556        2,729,052       2,646,303
   Management fees - General Partner              1,128,431        1,902,703       1,836,953
   General and administrative expense               936,992          608,169         497,164
   Administrative expense
     reimbursements - General Partner               488,133          764,715         751,073
   Amortization of initial direct costs             332,183          702,003         819,348
   Minority interest expense                         13,501           18,574          15,947
   Provision for doubtful accounts                  300,000               -          200,000
                                              -------------    -------------  --------------

   Total expenses                                12,397,044       13,004,887      14,127,915
                                              -------------    -------------  --------------

Net (loss) income                             $  (1,196,680)   $     (29,316) $      102,001
                                              =============    =============  ==============

Net (loss) income allocable to:
   Limited partners                           $  (1,184,713)   $     (29,023) $      100,981
   General Partner                                  (11,967)            (293)          1,020
                                              -------------    -------------  --------------

                                              $  (1,196,680)   $     (29,316) $      102,001
                                              =============    =============  ==============
Weighted average number of limited
   partnership units outstanding                    744,600          746,378         710,779
                                              =============    =============  ==============

Net (loss) income per weighted average
   limited partnership unit                   $      (1.59)    $        (.04) $         .14
                                              ============     =============  =============
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>
                                 Limited Partner Distributions
                                 -----------------------------

                                     Return of Investment                Limited        General
                                     Capital    Income                  Partners        Partner          Total
                                     -------    ------                  --------        -------          -----
                                  (Per weighted average unit)

<S>                <C>                                             <C>              <C>           <C>
Balance at January 1, 2000                                         $    49,500,466  $    (24,043) $   49,476,423

Proceeds from issuance of limited partnership
   units (154,770.46 units)                                             15,477,046           -        15,477,046

Sales and offering expenses                                             (1,765,140)          -        (1,765,140)

Cash distributions to partners        $ 10.61       $   .14             (7,640,879)      (77,127)     (7,718,006)

Limited partnership units
   redeemed (3,221.15 units)                                              (278,631)          -          (278,631)

Net income                                                                 100,981         1,020         102,001
                                                                   ---------------  ------------  --------------

Balance at December 31, 2000                                            55,393,843      (100,150)     55,293,693

Cash distributions to partners        $ 10.75       $     -             (8,022,337)      (81,039)     (8,103,376)

Limited partnership units
   redeemed (880 units)                                                    (52,192)          -           (52,192)

Net loss                                                                   (29,023)         (293)        (29,316)
                                                                   ---------------  ------------  --------------

Balance at December 31, 2001                                            47,290,291      (181,482)     47,108,809

Cash distributions to partners        $ 10.74       $     -             (8,000,244)      (80,811)     (8,081,055)

Limited partnership units
   redeemed (2,893.62 units)                                              (169,695)          -          (169,695)

Net loss                                                                (1,184,713)      (11,967)     (1,196,680)
                                                                   ---------------  ------------  --------------

Balance at December 31, 2002                                       $    37,935,639  $   (274,260) $   37,661,379
                                                                   ===============  ============  ==============
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>
<CAPTION>

<S>                                                                     <C>             <C>              <C>
                                                                        2002            2001             2000
                                                                        ----            ----             ----

Cash flows from operating activities:
   Net (loss) income                                              $    (1,196,680) $      (29,316) $       102,001
                                                                  ---------------  --------------  ---------------
   Adjustments to reconcile net (loss) income to
     net cash provided by operating activities:
       Rental income paid directly to lenders by lessees               (6,375,250)     (4,972,825)      (4,603,249)
       Finance income portion of receivables paid directly
         to lenders by lessees                                         (4,081,646)     (5,563,502)      (6,614,810)
       Interest expense on non-recourse financing paid
         directly by lessees                                            4,747,596       5,522,977        6,686,835
       Depreciation expense                                             4,016,556       2,729,052        2,646,303
       Loss (gain) of sales of equipment                                  404,710        (288,060)             -
       Amortization of initial direct costs                               332,183         702,003          819,348
       Provision for doubtful accounts                                    300,000          -             200,000
       Minority interest expense                                           13,501          18,574           15,947
       (Income) loss from investments in
         unconsolidated joint ventures                                   (122,305)      1,146,543         (231,909)
       Gain on sale of investment in unguaranteed residual                     -       (1,219,910)             -
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables             1,280,938       5,598,071        4,073,479
         Security deposits and others                                     670,842        (153,286)         675,498
         Other assets, net                                                623,189         190,747          (78,613)
         Accounts payable to General Partner
           and affiliates, net                                            114,771        (537,085)         537,085
         Other                                                                 -           -               241,558
                                                                  ---------------  --------------- ----------------

           Total adjustments                                            1,925,085       3,173,299        4,367,472
                                                                  ---------------  --------------  ---------------

       Net cash provided by operating activities                          728,405       3,143,983        4,469,473
                                                                  ---------------  --------------  ---------------

Cash flows from investing activities:
   Proceeds from the sale of investment
     of unguaranteed residual values                                    1,186,863       2,608,659              -
   Proceeds from the sales of equipment                                 1,144,010       3,664,324              -
   Distributions received  from unconsolidated joint ventures             811,996         362,587              -
   Equipment purchased                                                         -       (1,280,666)      (2,255,107)
   Initial direct costs paid                                                   -           -              (181,214)
   Investments in unconsolidated joint ventures                                -           -              (158,832)
   Investments in unguaranteed residual values                                 -           -            (4,523,696)
   Acquisition of minority interest in
     consolidated joint venture                                                -          (55,804)             -
                                                                  ---------------  --------------  ---------------

       Net cash provided by (used in) investing activities              3,142,869       5,299,100       (7,118,849)
                                                                  ---------------  --------------  ---------------

                                                                                           (continued on next page)
</TABLE>


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows (Continued)

                        For the Years Ended December 31,

<TABLE>
<CAPTION>

<S>                                                                     <C>             <C>              <C>
                                                                        2002            2001             2000
                                                                        ----            ----             ----

Cash flows from financing activities:
   Proceeds from notes payable - recourse                               3,805,871         -              -
   Redemption of limited partnership units                               (169,695)        (52,192)        (278,631)
   Repayment of notes payable - recourse                               (1,819,912)     (1,774,113)      (1,405,974)
   Cash distributions to partners                                      (8,081,055)     (8,103,376)      (7,718,006)
   Issuance of limited partnership units,
     net of offering expenses                                                  -          -              13,711,906
   Proceeds from non-recourse borrowing                                        -        3,004,674        -
   Repayment of non-recourse debt                                              -       (1,510,523)      (3,676,055)
                                                                  ---------------  --------------  ---------------

       Net cash (used in) provided by financing activities             (6,264,791)     (8,435,530)         633,240
                                                                  ---------------  --------------  ---------------

Net (decrease) increase in cash and cash equivalents                   (2,393,517)          7,553       (2,016,136)

Cash and cash equivalents at beginning of the year                      3,213,445       3,205,892        5,222,028
                                                                  ---------------  --------------  ---------------

Cash and cash equivalents at end of year                          $       819,928  $    3,213,445  $     3,205,892
                                                                  ===============  ==============  ===============




                                                                                      (continued on next page)
</TABLE>


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosure of Cash Flow Information

     During  the  years  ended  December  31,  2002,  2001  and  2000,  non-cash
activities included the following:
<TABLE>
<CAPTION>

<S>                                                                   <C>              <C>               <C>
                                                                      2002             2001              2000
                                                                      ----             ----              ----

Fair value of equipment and receivables
   purchased for debt                                           $          -      $          -     $     (2,880,250)

Non-recourse notes payable assumed in purchase price                       -                 -           2,880,250

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                                 8,391,197       13,877,218        14,558,076

Rental income-assigned - operating lease receivables
   paid directly to lenders by lessees                                 6,375,250        4,972,825         4,603,249

Principal and interest on non-recourse financing
   paid directly to lenders by lessees                               (14,766,447)     (18,850,043)      (19,161,325)
                                                                ----------------  ---------------  ----------------

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

Interest paid directly to
   non-recourse lenders by lessees                              $      4,747,596  $     5,522,977  $      6,686,835

Other interest paid                                                      433,652          756,694           674,292
                                                                ----------------  ---------------  ----------------

Total interest expense                                          $      5,181,248  $     6,279,671  $      7,361,127
                                                                ================  ===============  ================


                                                                       2002             2001             2000
                                                                       ----             ----             ----

Reclassification of a finance lease
   to equipment held for lease or sale                          $      2,281,412  $       -      $         -

Reclassification of an operating lease
   to equipment held for lease or sale                                 1,189,167          -                -

Reclassification of finance leases upon lease
   restructurings to operating leases                                      -           10,765,766          -
                                                                ----------------  ---------------   ---------------

                                                                $      3,470,579  $   10,765,766 $         -
                                                                ================  ============== ==================

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

               For the Years Ended December 31, 2002, 2001 and 2000

1.   Organization

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited partnership.  The Partnership's  maximum offering was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, October 14, 1998, with the admission of 12,000 limited partnership
units at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital  contributions.  Between 2000 and 2002,  the  Partnership
redeemed  6,994.77  limited   partnership  units  leaving   742,970.27   limited
partnership units outstanding at December 31, 2002.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs of the  Partnership's  equipment,  leases  and  financing
transactions under a management agreement with the Partnership.

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission  on the gross  proceeds  from sales of all  units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales.  The  total  underwriting  compensation  paid  by the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements  and due diligence  activities was
limited to 13.5% of gross  proceeds up to  $25,000,000,  12.5% of gross proceeds
from  $25,000,001 to $50,000,000 and 11.5% of gross proceeds from $50,000,001 to
$75,000,000.  Such offering expenses aggregated  $9,363,039  (including $537,217
paid to the  General  Partner or its  affiliates  in 2000) (see Note 9) and were
charged directly to limited  partners' equity. No such amounts were paid in 2002
or 2001.

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

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates include the allowance for doubtful accounts and unguaranteed  residual
values.  Management  believes  that the estimates  and  assumptions  utilized in
preparing its financial  statements  are  reasonable  and prudent.  In addition,
management is required to disclose contingent assets and contingent liabilities.
Actual results could differ from those estimates.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiary, ICON/Boardman Facility LLC
("ICON BF"). All inter-company accounts and transactions have been eliminated in
consolidation.  The Partnership  accounts for its interests in 50% or less owned
joint  ventures  under the  equity  method of  accounting.  In such  cases,  the
Partnership's  original  investments  are  recorded at cost and adjusted for its
share of earnings, losses and distributions thereafter.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases or operating  leases,
as appropriate. For finance leases, the Partnership records, at the inception of
the  lease,  the  total  minimum  lease  payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represents the difference  between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased  equipment.  Unearned income is recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  For operating leases,  equipment is recorded at cost and is depreciated
on the straight-line  method over the lease terms to their estimated fair market
values at lease terminations and subject to the Partnership's impairment policy.
Related lease rentals are  recognized on the straight line method over the lease
terms. Billed and uncollected  operating lease receivables are included in other
assets. Initial direct costs of finance leases are capitalized and are amortized
over the terms of the related leases using the interest  method.  Initial direct
costs of operating  leases are capitalized and depreciated on the  straight-line
method over the lease terms.

     Equipment  Held for Lease or Sale - The  off-lease  rotables are carried at
cost, less accumulated  depreciation,  subject to the  Partnership's  impairment
policy.

     Investments in Estimated  Unguaranteed  Residual  Values - The  Partnership
carries its investments in the future estimated  unguaranteed residual values of
assets at cost,  which is equal to or less than  market  value,  subject  to the
Partnership's  policy relating to impairments of residuals.  Gains or losses are
recognized upon the sale or disposition of the investments.

     Impairment of Residual  Values - The  Partnership's  policy with respect to
impairment of estimated  residual values is to review,  on a periodic basis, the
carrying  value of its  residuals  on an  individual  asset  basis to  determine
whether events or changes in  circumstances  indicate that the carrying value of
an asset may not be recoverable  and,  therefore,  an impairment  loss should be
recognized. The events or changes in circumstances which generally indicate that
the  residual  value of an asset has been  impaired are (i) the  estimated  fair
value of the underlying equipment is less than the Partnership's  carrying value
or (ii) the lessee is experiencing financial difficulties and it does not appear
likely  that the  estimated  proceeds  from  disposition  of the  asset  will be
sufficient to satisfy the remaining  obligation to the  non-recourse  lender and
the Partnership's  residual  position.  Generally in the latter  situation,  the
residual position relates to equipment subject to third party non-recourse notes
payable where the lessee remits their rental payments directly to the lender and
the  Partnership  does not  recover its  residual  until the  non-recourse  note
obligation is repaid in full.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership  from re-lease or sale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in its portfolio. The allowance
for doubtful  accounts is based on the ongoing  analysis of delinquency  trends,
loss  experience  and an assessment of overall  credit risk.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection  experience.  An account is fully  reserved  or written  off when the
analysis indicates that the probability of collection of the account is remote.

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,   "Disclosures  about  Fair  Value  of  Financial
Instruments" requires disclosures about the fair value of financial instruments.
Separate  disclosure of fair value  information as of December 31, 2002 and 2001
with respect to the Partnership's assets and liabilities is not provided because
(i) SFAS No.  107 does not  require  disclosures  about the fair  value of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and certain other payables  approximates market value and
(iii) fair value information concerning certain non-recourse debt obligations is
not practicable to estimate without incurring  excessive costs to obtain all the
information that would be necessary to derive a market interest rate.

     Redemption of Limited  Partnership Units - The General Partner consented to
the Partnership redeeming 2,893.62 limited partnership units during 2002 and 880
units in 2001.  The redemption  amounts are  calculated  following the specified
redemption  formula  in  accordance  with the  Partnership  agreement.  Redeemed
limited   partnership   units  have  no  voting  rights  and  do  not  share  in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year and  redeemed  limited  partnership  units  may not be
reissued.  Redeemed limited  partnership  units are accounted for as a deduction
from partners' equity.

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes  is that of each of the  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the federal and state taxing  authorities,  and changes, if any could adjust the
individual income taxes of the partners.

     Reclassifications  - Certain items from prior years have been  reclassified
to conform to the presentation used in 2002.

     New  Accounting  Pronouncements  - In June 2001,  the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143")
which is effective for fiscal years  beginning after June 15, 2002. SFAS No. 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  The  Partnership  does not expect that the adoption of SFAS No. 143 will
have a material impact on its financial position,  results of operations or cash
flows.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets"  ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the asset.  If the carrying amount of the
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.  SFAS No. 144 requires  companies to separately  report
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale,  abandonment or in a distribution  to
the  owners)  or  classified  as held for  sale.  Assets to be  disposed  of are
reported  at the lower of the  carrying  amount or fair  value less the costs to
sell. The adoption of SFAS No. 144 did not have any effect on the  Partnership's
financial  position or results of operations  as the  provisions of SFAS No. 144
are similar to the Partnership's current policy for impairment review.

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.

     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

3. Consolidated Ventures and Investments in Unconsolidated Joint Ventures

     The  Partnership  and its affiliates  formed four joint ventures  discussed
below for the purpose of acquiring and managing various assets.  The Partnership
and its affiliates have identical  investment  objectives and participate on the
same  terms and  conditions.  The  Partnership  has a right of first  refusal to
purchase the equipment,  on a pro-rata basis, if any of the affiliates desire to
sell their interests in the equipment.



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

Consolidated Ventures

     The joint venture  described  below is majority  owned and is  consolidated
with the Partnership.

     ICON/Boardman Facility LLC
     --------------------------

     In December  1998, the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six")  and  ICON  Cash  Flow  Partners  L.P.   Seven,   ("L.P.   Seven")  formed
ICON/Boardman  Facility LLC ("ICON BF"), for the purpose of acquiring a lease of
a coal handling facility with Portland General Electric,  a utility company. The
purchase  price totaled  $27,421,810  and was funded with cash and  non-recourse
debt. The Partnership, Series C, L.P. Six, and L.P. Seven received a 98.5%, .5%,
..5% and .5% interest, respectively, in ICON BF.

     In 2001 the joint  venturers  in ICON BF  acquired  Series C's  interest in
accordance with their  proportionate  shares of ICON BF, at an aggregate cost of
$56,370,  which  represented  Series C's carrying value of the  investment.  The
Partnership's share of the purchase price was $55,803.  The remaining venturers'
shares in ICON BF at December 31, 2002 were 98.995%,  .5025%, and .5025% for the
Partnership, L.P. Six, and L.P. Seven, respectively.

     The  Partnership's  financial  statements  include  100% of the  assets and
liabilities  and 100% of the revenues  and  expenses of ICON BF. L.P.  Six's and
L.P. Seven's  interests in ICON BF have been reflected as minority  interests in
joint ventures on the consolidated  balance sheets and minority interest expense
on the consolidated statements of operations.

     Portland  General  Electric  ("PGE") is a wholly owned  subsidiary of Enron
Corporation  ("Enron"),  which filed for  Chapter 11  bankruptcy  protection  in
December  2001. PGE has not filed a petition for  bankruptcy  protection.  While
Enron  owns all of PGE's  outstanding  common  stock,  PGE is a  separate  legal
entity,  owns its assets and is responsible  for its own day-to-day  operations.
PGE  continues  to make its lease  payments and is current  through  March 2003.
Management is continually monitoring the Enron proceedings to the extent that it
could, in the future, impact the Partnership's investment.

Investment in Unconsolidated Joint Ventures

     The three joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

     ICON/AIC Trust
     --------------

     In 1999,  ICON/AIC  Trust  ("AIC  Trust")  was  formed to own and  manage a
portfolio of leases in England.  The  Partnership,  L.P. Six and L.P.  Seven own
43.73%, 25.51% and 30.76% interests in AIC Trust, respectively.  The Partnership
accounts for its investment in AIC Trust under the equity method of accounting.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, at a loss, for a note receivable of  (pound)2,575,000  ($3,744,822
based upon the  exchange  rate at  December  31,  2001)  which is payable in six
installments  through  June  2004.  The  first two  installments  on the note of
(pound)475,000  each were  collected  in 2002.  As of  December  31,  2002,  the
remaining amount due is (pound)1,625,000 ($2,572,522 on a discounted basis based
upon the exchange rate at December 31, 2002).


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial position and results of operations of AIC
Trust as of and for the years ended December 31, 2002 and 2001 is summarized
below:

                                       December 31, 2002    December 31, 2001
                                       -----------------    -----------------

   Assets                              $     2,572,522      $      3,849,439
                                       ===============      ================

   Liabilities                         $           -        $          -
                                       ===============      ================

   Equity                              $     2,572,522      $      3,849,439
                                       ===============      ================

   Partnership's share of equity       $     1,124,964      $      1,683,360
                                       ===============      ================

                                       For the Year Ended    For the Year Ended
                                        December 31, 2002    December 31, 2001
                                        -----------------    -----------------

  Net income (loss)                     $       212,349      $     (2,687,696)
                                        ===============      ================

  Partnership's share of
    net income (loss)                   $        92,860      $     (1,174,769)
                                        ===============      ================

  Distributions                         $     1,752,885      $        829,150
                                        ===============      ================

  Partnership's share of distributions  $       766,537      $        362,587
                                        ===============       ================

     ICON Aircraft 24846 LLC
     -----------------------

     In 2000, the  Partnership  and two  affiliates,  L.P. Seven and ICON Income
Fund  Eight B L.P.  ("Fund  Eight B"),  formed  ICON  Aircraft  24846 LLC ("ICON
Aircraft  24846") for the purpose of  acquiring  an  investment  in a 767-300 ER
aircraft  leased  to  Scandinavian  Airline  Systems  for a  purchase  price  of
$44,515,416,  which was funded with cash of $2,241,371 and non-recourse  debt of
$42,274,045.  The rents and the aircraft have been assigned to the  unaffiliated
non-recourse  lender.  The lease is scheduled to expire in March 2003,  at which
time the  balance  of the  non-recourse  debt  outstanding  is  scheduled  to be
approximately  $34,500,000.  The  Partnership  is currently  negotiating a lease
payment  agreement  with another  overseas based  airline.  Upon  termination of
current  lease,  the  aircraft  will first be upgraded  before  re-leasing.  The
Partnership,  L.P. Seven and Fund Eight B have ownership interests of 2.0%, 2.0%
and 96.0%,  respectively,  in ICON Aircraft 24846. The Partnership  accounts for
its investment under the equity method of accounting.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Aircraft  24846 as of and for the  years  ended  December  31,  2002 and 2001 is
summarized below:

                                    December 31, 2002     December 31, 2001
                                    -----------------     -----------------

 Assets                             $    39,175,547       $     41,952,008
                                    ===============       ================

 Liabilities                        $    35,419,214       $     38,945,109
                                    ===============       ================

 Equity                             $     3,756,333       $      3,006,899
                                    ===============       ================

 Partnership's share of equity      $        75,127       $         60,138
                                    ===============       ================

                                   For the Year Ended     For the Year Ended
                                    December 31, 2002      December 31, 2001
                                    -----------------      -----------------

 Net income                         $       749,434       $        749,435
                                    ===============       ================

 Partnership's share of net income  $        14,989       $         14,989
                                    ===============       ================

     ICON Cheyenne LLC
     -----------------

     In December  2000, the  Partnership  and three  affiliates,  L.P. Six, L.P.
Seven and Fund  Eight B formed  ICON  Cheyenne  LLC  ("ICON  Cheyenne")  for the
purpose of acquiring a portfolio of leases for an  aggregate  purchase  price of
$29,705,716,  which was paid for with cash of $11,401,151  and the assumption of
non-recourse  debt with an unaffiliated  third party lender of $18,304,565.  The
debt is structured to be amortized by the application to the debt of rentals due
under the various leases.  The leases expire on various dates through  September
2006.  The  Partnership,  L.P.  Seven,  L.P. Six and Fund Eight B have ownership
interests of 1.0%, 10.31%, 1.0% and 87.69%, respectively,  in ICON Cheyenne. The
Partnership accounts for its investment under the equity method of accounting.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Cheyenne as of and for the years ended  December 31, 2002 and 2001 is summarized
below:

                                      December 31, 2002    December 31, 2001
                                      -----------------    -----------------

Assets                                $    14,765,333      $     23,869,671
                                      ===============      ================

Liabilities                           $     5,141,481      $     11,145,506
                                      ===============      ================

Equity                                $     9,623,852      $     12,724,165
                                      ===============      ================

Partnership's share of equity         $        96,239      $        127,242
                                      ===============      ================

                                     For the Year Ended    For the Year Ended
                                      December 31, 2002     December 31, 2001
                                      -----------------     -----------------

Net income                            $     1,445,607      $      1,323,014
                                      ===============      ================

Partnership's share of net income     $        14,456      $         13,237
                                      ===============      ================

Distributions                         $     4,545,920      $         -
                                      ===============      ================

Partnership's share of distributions  $        45,459      $         -
                                      ===============      ================

4.   Finance Lease Receivables

     The  Partnership has an investment in excess of $24 million in equipment on
lease to Portland General Electric ("PGE"), a utility company, which is a wholly
owned subsidiary of Enron Corporation ("Enron").  In the fourth quarter of 2001,
Enron Corporation filed for Chapter 11 bankruptcy protection.  PGE has not filed
for bankruptcy  protection.  PGE is current on its lease payments at the date of
this report.  Management is continually  monitoring the Enron proceedings to the
extent that it could, in the future, impact the Partnership's investment.

     Regus  Business  Center  Corp.  ("Regus"),  with whom the  Partnership  has
eighteen leases, filed for Chapter 11 bankruptcy protection in the United States
of America on January 14, 2003. The Partnership's finance leases with Regus were
acquired in December 1999 of costs aggregating  $4,861,629,  and the total lease
receivable is $1,544,686 as of December 31, 2002.  Regus has not paid January or
February  rents for 2003,  and  management is currently  negotiating  an amended
lease  agreement  whereby Regus will commence  making payments on March 15, 2003
continuing for forty eight months at a new reduced rental rate.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Non-cancelable minimum annual amounts due on finance leases are as follows:

                 Years ending December 31,

                           2003                      $      8,168,893
                           2004                             5,321,969
                           2005                             3,709,529
                                                     ----------------

                                                     $     17,200,391
                                                     ================

5.       Investment in Operating Leases

     In 1999,  the  Partnership  acquired  two Boeing  737-400  aircraft  for an
aggregate  cost of  $37,600,000  plus initial  direct costs of  $1,071,600.  One
aircraft is currently on lease to Boeing through May 2003. The other aircraft is
leased to Sky Airlines through April 2005. This aircraft, like the one currently
on lease to Boeing, had been leased to KLM Dutch Airlines ("KLM") at the date of
purchase.  During 2001,  after the return of the aircraft  from KLM and prior to
the  delivery  of  the  aircraft  to  Sky  Airlines,  the  Partnership  expended
$1,280,666 to upgrade the aircraft.

     In 2000, the  Partnership  acquired  aircraft  rotables for a total cost of
$1,961,000  subject to a lease with Sabena  Technics SA, a subsidiary  of Sabena
Airlines SA. Sabena Airlines SA, the parent company of Sabena Technics SA, filed
for bankruptcy  protection in Belgium in November 2001.  Sabena  Technics SA has
not filed for  bankruptcy  protection.  During the fourth  quarter 2002,  Sabena
Technics SA returned all leased equipment to the Partnership with no outstanding
balance due from them as of December 31, 2002.

     Effective October 1, 2001, the Partnership  restructured two finance leases
with a United States based commercial  airline covering two 737-200 HK aircraft.
The carrying  value of these  aircraft  aggregated  $10,765,766 as of October 1,
2001.  The   restructured   leases  expire  in  2005.  In  connection  with  the
restructuring,  the airline  issued to the  Partnership  $2 million  face value,
7.5%, paid in kind convertible  notes maturing in 2009. As there is currently no
market value for these notes, the notes have been given a zero value. Any future
increase in value of the notes will be reflected as unrealized  gain included in
other  comprehensive  income  until such notes are sold at which time a realized
gain would be recognized.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     The investment in operating leases at December 31, 2002 and 2001 consisted
of the following:

<TABLE>
<CAPTION>

<S>                                                             <C>                     <C>
                                                                2002                    2001
                                                                ----                    ----

   Equipment cost, beginning of year                      $     52,734,532        $     40,688,100

   Cost to upgrade aircraft                                       -                      1,280,666

   Transfer from finance leases                                   -                     10,765,766

   Transfer to equipment held for lease or sale                 (1,961,000)                -
                                                          ----------------        ----------------

   Equipment cost, end of year                                  50,773,532              52,734,532
                                                          ----------------        ----------------

   Accumulated depreciation, beginning of year                  (5,969,663)             (3,240,611)

   Depreciation expense                                         (4,016,556)             (2,729,052)

   Transfer to equipment held for lease or sale                    771,833                 -
                                                          ----------------        ----------------

   Accumulated depreciation, end of year                        (9,214,386)             (5,969,663)
                                                          ----------------        ----------------

   Investment in operating leases, end of year            $     41,559,146        $     46,764,869
                                                          ================        ================
</TABLE>

     Non-cancelable minimum annual rental amounts due on operating leases are as
follows:

                 Year ending December 31,

                           2003                      $      5,053,200
                           2004                             4,116,000
                           2005                             2,109,000
                                                     ----------------

                                                     $     11,278,200
                                                     ================


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

6.   Allowance for Doubtful Accounts

     The allowance for doubtful accounts consisted of the following:

                                                  Amount

         Balance at January 1, 2000           $     385,000

         Provision for bad debts                    200,000
                                              -------------

         Balance at December 31, 2000               585,000
                                              -------------

         Balance at December 31, 2001               585,000
                                              -------------

         Provision for bad debts                    300,000

         Writeoffs                                 (656,279)
                                              -------------

         Balance at December 31, 2002         $     228,721
                                              =============


7.   Investments in Unguaranteed Residual Values

     During  the  year  ended  December  31,  2001,  the  Partnership   invested
$1,997,000  to acquire an interest in the  residual  value of an  off-shore  oil
drilling rig subject to lease with an unaffiliated  third party,  and $2,526,696
for a residual interest related to a portfolio of technology and other equipment
leases with various  lessees in the United  Kingdom.  During 2002 and 2001,  the
Partnership received $1,186,863 and $238,749, respectively,  related to the sale
of equipment  from the portfolio of  technology  and other  equipment  leased to
lessees in the United  Kingdom.  These  amounts  were  recorded as a recovery of
investment,  with no  gain or loss  recognized.  During  1999,  the  Partnership
purchased an option to acquire an interest in an aircraft  subject to lease with
a United States based  commercial  airline for $1,150,000.  The Partnership sold
this option in the second  quarter  2001 for  $2,369,910  and realized a gain of
$1,219,910 on the sale.

8.   Notes Payable

     Notes payable consists of notes payable non-recourse,  which are being paid
directly to the lenders by the lessees, and a recourse note payable under a line
of credit.  The non-recourse  notes bear interest at rates ranging from 7.49% to
10.0%.

     During the quarter  ended June 30,  2002,  the  Partnership  entered into a
$17,500,000  joint and several line of credit agreement dated as of May 30, 2002
shared with L.P.  Seven and Fund Eight B (the  "Initial  Funds"),  with Comerica
Bank as lender. Under the terms of the agreement,  the Partnership may borrow at
a rate equal to the Comerica Bank base rate plus 1% (together, 5.25% at December
31, 2002) and all borrowings are to be jointly and severally  collateralized  by
the present values of rents receivable and equipment owned by all of the Initial
Funds sharing in the joint line of credit.  On December 12, 2002,  the agreement
was  amended to admit ICON Income Fund Nine,  LLC,  collectively  along with the
Initial Funds (the "Funds"), as a borrower sharing the $17,500,000 joint line of
credit agreement. The Funds



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

have entered into a Contribution Agreement, dated as of May 30, 2002, as amended
December 12, 2002,  pursuant to which the Funds have agreed to  restrictions  on
the amount and the terms of their respective borrowings under the line of credit
in order  to  minimize  the  risk  that a Fund  would  not be able to repay  its
allocable  portion of the  outstanding  revolving  loan  obligation at any time,
including  restrictions  on any Fund borrowing in excess of the lesser of (A) an
amount  each  Fund  could  reasonably  expect  to  repay  in one year out of its
projected  free cash  flow,  or (B) the  greater of (i) the  Borrowing  Base (as
defined in the line of credit  agreement) as applied to such Fund,  and (ii) 50%
of the net worth of such Fund. The Contribution  Agreement provides that, in the
event a Fund pays an amount under the agreement in excess of its allocable share
of the obligation  under the agreement  whether by reason of an Event of Default
or otherwise,  the other Funds will immediately  make a contribution  payment to
such Fund in such amount that the  aggregate  amount paid by each Fund  reflects
its allocable share of the aggregate obligations under the agreement. The Funds'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each participating Fund. The expiration date
of this line of credit is May 31,  2003.  The  Partnership  violated a financial
covenant at December 31, 2002  creating an Event of Default.  The bank granted a
waiver to the Partnership with respect to this Event of Default.  As of December
31, 2002, there were no borrowings by the Partnership under the line.  Aggregate
borrowing by all Funds under the line of credit agreement aggregated  $9,731,310
on December 31, 2002.

     The above notes mature as follows:

                     Notes Payable        Note Payable
 Year                Non-Recourse           Recourse             Total

 2003              $     25,002,030      $    3,805,871    $   28,807,901
 2004                     7,774,115                -            7,774,115
 2005                    12,022,450                -           12,022,450
 2006                     2,870,208                -            2,870,208
                   ----------------      --------------    --------------

                   $     47,668,803      $    3,805,871    $   51,474,674
                   ================      ==============    ==============

9.   Related Party Transactions

     Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates were as follows for the period ended December 31,:
<TABLE>
<CAPTION>
<S>                                <C>            <C>             <C>
                                   2002           2001            2000
                                   ----           ----            ----
 Organization and
   offering expenses          $        -      $     -        $     230,236    Charged to equity
 Underwriting commissions               -           -              306,981    Charged to equity
 Acquisition fees                       -           -            2,149,370    Capitalized
 Management fees                  1,128,431       1,902,703      1,836,953    Charged to operations
 Administrative expense
   reimbursements                   488,133         764,715        751,073    Charged to operations
                              -------------   -------------  -------------

                              $   1,616,564   $   2,667,418  $   5,274,613
                               =============   =============  =============

</TABLE>


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General Partner  acquisition  fees of 3%, based on equipment value acquired,  as
defined,  and management fees based on a percentage of rentals received (ranging
from 1% to 7%). In  addition,  the General  Partner is  reimbursed  for expenses
incurred by it in connection with the Partnership's operations.  (See Note 1 for
information  relating to  organization  and offering  expenses and  underwriting
commissions).

     The   Partnership  has  investments  in  four  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  (See  Note 3 for  additional
information relating to the joint ventures).

10.  Tax Information (Unaudited)

     The following table reconciles net (loss) income for financial statement
reporting purposes to net loss for federal income tax purposes for the years
ended December 31, 2002, 2001 and 2000:
<TABLE>
<CAPTION>
<S>                                                                   <C>             <C>              <C>
                                                                      2002            2001             2000
                                                                      ----            ----             ----

     Net (loss) income for financial statement
       reporting purposes                                     $    (1,196,680)  $       (29,316) $       102,001
     Temporary differences due to:
       Direct finance leases                                        3,245,792        10,105,194        8,988,112
       Interest expense                                               871,925          (710,659)      (1,060,868)
       Provision for doubtful accounts                                300,000          -                (200,000)
       Loss on sales of equipment                                  (1,976,835)       (2,608,101)        -
       Depreciation                                                (5,972,900)      (12,292,786)     (17,135,716)
       Other                                                          550,335        (1,428,868)      (1,155,319)
                                                              ---------------   ---------------  ---------------

     Net loss for federal income tax reporting purposes       $    (4,178,363)  $    (6,964,536) $   (10,461,790)
                                                              ===============   ===============  ===============
</TABLE>

     As of December  31,  2002,  the  partners'  capital  accounts  included for
financial  statement  reporting  purposes  totaled  $37,661,379  compared to the
partners'  capital  accounts  for federal  income tax  purposes  of  $18,275,613
(unaudited).  The difference arises primarily from temporary  differences caused
principally by accelerated  depreciation  for tax purposes,  partially offset by
(i) provisions for losses for financial statement reporting purposes but not for
tax reporting purposes, (ii) the differences between financial reporting and tax
reporting of finance  leases and (iii) sales  commissions  and expenses from the
offering that are reported as a reduction in the partners'  capital accounts for
financial  statement reporting purposes but not for federal income tax reporting
purposes.





<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

11.  Quarterly Financial Data (Unaudited)

     The following table is a summary of financial data by quarter for the years
ended December 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                      For the Quarter Ended
                                                                      ---------------------

<S>                                                    <C>             <C>                 <C>              <C>
                                                 March 31,        June 30,       September 30,     December 31,
                                                 --------         -------        ------------      -----------
2002
         Revenues                              $   3,074,106    $   3,119,237     $   2,961,252  $     2,045,769
                                               =============    =============     =============  ===============
         Net (loss) income allocable to
           limited partners                    $    (413,829)   $     253,152     $     (41,789) $      (982,247) (1)
                                               =============    =============     =============  ===============

         Net (loss) income per weighted
           average limited partnership unit    $       (.55)    $        0.34     $       (0.60) $          (.78)
                                               ============     =============     =============  ===============

2001
         Revenues                              $   2,892,868    $   4,612,803     $   3,379,563  $     2,090,337
                                               =============    =============     =============  ===============
         Net income (loss) allocable to
           limited partners                    $       1,525    $   1,432,584(2)  $      60,939  $    (1,524,071)(3)
                                               =============    =============     =============  ===============

         Net income (loss) per weighted
           average limited partnership unit    $  -             $        1.92     $        0.08  $          (2.04)
                                               =============    =============     =============  ================
</TABLE>

(1)  The  fourth  quarter  of 2002  included  a  $484,000  net  loss on sales of
     equipment and a $300,000 provision for doubtful accounts.

(2)  The second  quarter of 2001  included a $1.2 million gain on the sale of an
     option to acquire an interest in an aircraft (see note 7).

(3)  The fourth  quarter of 2001 included a $1.4 million loss  representing  the
     Partnership's  share of the loss from its  investment in its joint venture,
     AIC Trust (See note 3).

12.  Significant Leases

     The Partnership had five and three lessees who accounted for 10% or more of
total revenue  during the years ended  December 31, 2002 and 2001.  During 2002,
the equipment leased to America West, Sky Airlines, The Boeing Company, BP Amoco
and  Portland   General   Electric   generated  13%,  23%,  21%,  10%  and  21%,
respectively,  of total  revenue.  During 2001,  equipment  leased to The Boeing
Company,  Portland General Electric and Sky Airlines generated 20%, 19% and 15%,
respectively, of total revenue.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          ----------------------------------------------------------------------
Financial Disclosure
--------------------

     The information required by Item 304 of Regulation S-K was previously filed
as part of the  Partnership's  Current  Reports on Form 8-K filed on February 5,
2003.

PART III

Item 10.  Directors and Executive Officers of the Registrant's General Partner
          --------------------------------------------------------------------

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's principal offices are located at 100 Fifth Avenue, 10th Floor,
New York,  New York  10011,  and its  telephone  number is (212)  418-4700.  The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring  and  disposing  of  equipment  subject  to leases and full
financing transactions.

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range of equipment leasing services.

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

     The officers and directors of the General Partner are as follows:

 Beaufort J.B. Clarke        Chairman, Chief Executive Officer and Director

 Paul B. Weiss               President and Director

 Thomas W. Martin            Executive Vice President and Director

     Beaufort J. B. Clarke,  age 56, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 42, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Thomas W. Martin,  age 49, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation
          ----------------------

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the period ended December 31, 2001, 2000 and 1999.
<TABLE>
<CAPTION>
                                                         Type of
<S>                                                                              <C>            <C>           <C>
        Entity                  Capacity              Compensation               2002           2001          2000
        ------                  --------              ------------               ----           ----          ----

ICON Capital Corp.         General Partner       Organization and
                                                   offering expenses       $       -      $    -          $     230,236
ICON Securities Corp.      Dealer-Manager        Underwriting
                                                   commissions                     -           -                306,981
ICON Capital Corp.         Manager               Acquisition fees                  -           -              2,149,370
ICON Capital Corp.         General Partner       Management fees               1,128,431       1,902,703      1,836,953
ICON Capital Corp.         General Partner       Administrative
                                                   expense
                                                   reimbursements                488,133         764,715        751,073
                                                                           -------------  --------------  -------------

                                                                           $   1,616,564  $    2,667,418  $   5,274,613

                                                                           =============  ==============  =============
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

(a)  The Partnership is a limited partnership and therefore does not have voting
     shares of stock.  No person of record owns, or is known by the  Partnership
     to own  beneficially,  more  than  5% of any  class  of  securities  of the
     Partnership.

(b)  As of March 31, 2003,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

(c)  The General Partner owns the equity securities of the Partnership set forth
     in the following table:

           Title                     Amount Beneficially                Percent
         of Class                            Owned                     of Class
         --------       ---------------------------------------------  --------

     General Partner    Represents initially a 1% and potentially a      100%
       Interest         10% interest in the Partnership's income, gain
                        and loss deductions.




<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

     None other than those disclosed in Item 11 herein.

Item 14.  Control and Procedures
          ----------------------

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures of the Partnership  within 90 days prior to the filing of this annual
report.  As used herein,  the term "disclosure  controls and procedures" has the
meaning  given to the term by Rule 13a-14 under the  Securities  Exchange Act of
1934,  as  amended  ("Exchange  Act"),  and  includes  the  controls  and  other
procedures  of the  Partnership  that are  designed to ensure  that  information
required to be  disclosed by the  Partnership  in the reports that it files with
the SEC under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation,  Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting  staff of ICON Holdings  Corp.,  the
parent of ICC.  Based  upon their  evaluation,  Messrs.  Clarke and Martin  have
concluded that the  Partnership's  disclosure  controls and  procedures  provide
reasonable  assurance  that the  information  required  to be  disclosed  by the
Partnership  in this report is  recorded,  processed,  summarized  and  reported
within the time periods specified in the SEC's rules and forms applicable to the
preparation of this report.

     There  have  been no  significant  changes  in the  Partnership's  internal
controls or in other factors that could  significantly  affect the Partnership's
internal  controls  subsequent to the evaluation  described  above  conducted by
ICC's principal executive and financial officers.

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

(a) 1. Financial Statements - See Part II, Item 8 hereof.

    2. Financial Statement Schedule - None.

       Schedules  not listed  above have been  omitted  because  they are not
       applicable or are not required or the  information  required to be set
       forth  therein  is  included  in the  Financial  Statements  or  Notes
       thereto.

     3. Exhibits - The following exhibits are incorporated herein by reference:

          (i)  Amended   and   Restated   Agreement   of   Limited   Partnership
               (Incorporated  by reference  to Exhibit A to  Amendment  No. 2 to
               Form S-1  Registration  Statement  No.  333-54011  filed with the
               Securities and Exchange Commission on September 18, 1998).

          (ii) Certificate   of   Limited   Partnership   of   the   Partnership
               (Incorporated  herein by  reference  to  Exhibit  4.3 to Form S-1
               Registration  Statement No.  333-54011  filed with the Securities
               and Exchange Commission on May 29, 1998.



<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

(iii) Loan and Security Agreement

(iv) First Amendment to Loan and Security Agreement

(b) Reports on Form 8-K

     Form 8-K filed on February 5, 2003
     Item 4.  Changes in Registrant's Certifying Accountant

(c)      Exhibits

10.1     Loan and Security Agreement

10.2     First Amendment to Loan and Security Agreement

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

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

(d)      Unconsolidated Joint Venture Financial Statements

     ICON/AIC Trust - as of and for the years ended December 31, 2002 and 2001



<PAGE>



                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                          ICON Income Fund Eight A L.P.
                         File No. 333-54011 (Registrant)
                         By its General Partner, ICON Capital Corp.


Date: March 31, 2003     /s/ Beaufort J.B. Clarke
                         ------------------------------------------------------
                         Beaufort J.B. Clarke
                         Chairman, Chief Executive Officer and Director

     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.

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 31, 2003   /s/ Beaufort J.B. Clarke
                        --------------------------------------------------------
                        Beaufort J.B. Clarke
                        Chairman, Chief Executive Officer and Director


Date:  March 31, 2003   /s/ Paul B. Weiss
                        --------------------------------------------------------
                        Paul B. Weiss
                        President and Director


Date:  March 31, 2003   /s/ Thomas W. Martin
                        --------------------------------------------------------
                        Thomas W. Martin
                        Executive Vice President
                       (Principal Financial and Accounting Officer)


Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
--------------------------------------------------------------------------------
15(d) of the Act by Registrant Which have not Registered Securities Pursuant to
--------------------------------------------------------------------------------
Section 12 of the Act
---------------------

No annual report or proxy material has been sent to security holders.  An annual
report will be sent to the limited  partners and a copy will be forwarded to the
Commission.


<PAGE>


                              Certifications - 10-K


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

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight A
     L.P.;

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

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c.   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  March 31, 2003

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.


<PAGE>




                              Certifications - 10-K

I, Thomas W. Martin, certify that:

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight A
     L.P.;

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

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  March 31, 2003

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer) of the General Partner of the
Registrant) ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.

<PAGE>
EXHIBIT 10.1




                           LOAN AND SECURITY AGREEMENT




                               dated May 30, 2002


                                     between


                       ICON CASH FLOW PARTNERS L.P. SEVEN

                          ICON INCOME FUND EIGHT A L.P.

                          ICON INCOME FUND EIGHT B L.P.

                                       and

                            COMERICA BANK-CALIFORNIA

















<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                                          <C>
                                                                                                             Page



1.       AMOUNT AND TERMS OF CREDIT...............................................................................10

         1.1 Revolving Line of Credit Commitment..................................................................10

                  1.1.1 Revolving Line of Credit..................................................................10

                  1.1.2 Revolving Loan Account; Use of Proceeds...................................................11

                  1.1.3 Requests for Revolving Loans/Approval by Lender...........................................11

                  1.1.4 Revolving Loan Interest...................................................................11

         1.2 Interest Rates.......................................................................................12

                  1.2.1 Default Rate..............................................................................12

                  1.2.2 Computation of Interest...................................................................12

                  1.2.3 Maximum Interest Rate.....................................................................12

         1.3 Loan Fees............................................................................................12

                  1.3.1 Facility Fee..............................................................................12

                  1.3.2 Documentation Fee, Costs and Expenses.....................................................12

         1.4 Late Charges.........................................................................................13

         1.5 Repayment............................................................................................13

                  1.5.1 Payment on Revolving Loan Maturity Date...................................................13

                  1.5.2 Optional Prepayment.......................................................................13

                  1.5.3 Repayment Procedure.......................................................................13

         1.6 Borrowing and Prepayment Notices.....................................................................13

         1.7 Note.................................................................................................14

         1.8 Payments on Non-Business Day.........................................................................14

         1.9 Collection of Payments...............................................................................14

                  1.9.1 Automatic Payments........................................................................14

                  1.9.2 Other Payments............................................................................15

         1.10 Receipt of Payments by Lender.......................................................................15

         1.11  Extension of Time for Advances and Repayment.......................................................15

2.       CREATION OF SECURITY INTEREST............................................................................16

         2.1 Grant of Security Interest...........................................................................16

         2.2 Authorization to File Financing Statements...........................................................17

         2.3 Chattel Paper........................................................................................17

         2.4 Negotiable Collateral................................................................................17

         2.5 Investment Property..................................................................................17

         2.6 Delivery of Additional Documentation Required........................................................18

         2.7 Right to Inspect.....................................................................................18

         2.8 Bailees and Other Third Parties in Possession.......................................................18

         2.9 Control Agreements..................................................................................18

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

3.       CONDITIONS PRECEDENT....................................................................................19

         3.1 Conditions Precedent to Initial Loan................................................................19

                  3.1.1 Note.....................................................................................19

                  3.1.2 Financing Statements and Perfection of Security Interest.................................19

                  3.1.3 Search Results...........................................................................19

                  3.1.4 Due Diligence............................................................................19

                  3.1.5 Insurance................................................................................19

                  3.1.6 Organizational Documents.................................................................20

                  3.1.7 Authorizations...........................................................................20

                  3.1.8 Good Standing............................................................................20

                  3.1.9 Executed Agreement.......................................................................20

                  3.1.10 Certificates of Title...................................................................20

                  3.1.11 Collateral Access Agreements............................................................20

                  3.1.12 Control Agreements......................................................................20

                  3.1.13 Payment of Borrower 1 and Borrower 3 Indebtedness.......................................20

                  3.1.14 Payment of All Fees and Expenses........................................................20

                  3.1.15 Opinion of Counsel......................................................................20

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

                   3.1.17 Material Adverse Change................................................................20

                  3.1.18 Additional Documents....................................................................21

         3.2 Conditions Precedent to All Loans...................................................................21

                  3.2.1 Borrowing Request........................................................................21

                  3.2.2 Representations and Warranties...........................................................21

                  3.2.3 Defaults.................................................................................21

                  3.2.4 Additional Documents.....................................................................21

4.       REPRESENTATIONS AND WARRANTIES OF BORROWER..............................................................21

         4.1 Existence and Rights................................................................................21

         4.2 Agreement Authorized................................................................................22

         4.3 No Conflict.........................................................................................22

         4.4 Litigation..........................................................................................22

         4.5 Financial Condition.................................................................................22

         4.6 Title to Assets.....................................................................................22

         4.7 Name; State of Incorporation; Location of Chief Executive Office....................................22

         4.8 General Partner.....................................................................................23

         4.9 Subsidiaries........................................................................................23

         4.10 Tax Status.........................................................................................23

         4.11 Trademarks, Trade Names, Copyrights, Patents.......................................................23

         4.12 Regulatory Compliance..............................................................................23

         4.13 ERISA..............................................................................................24

         4.14 Solvency, Payment of Debts.........................................................................24

         4.15 Full Disclosure....................................................................................24

         4.16 Enforceability; Priority of Security Interest......................................................24

         4.17 Enforceability of Collateral.......................................................................24

         4.18 Other Financing Statements.........................................................................25

         4.19 Environmental Representations......................................................................25

                  4.19.1 Existing Conditions.....................................................................25

                  4.19.2  Existing Orders........................................................................25

                  4.19.3 Permits.................................................................................25

                  4.19.4 Leases and Loan Contracts Subject to Revolving Loans....................................25

         4.20 Inventory Records..................................................................................26

         4.21 Commissions Due to Brokers.........................................................................26

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

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

5.       AFFIRMATIVE COVENANTS OF BORROWER.......................................................................26

         5.1 Rights and Facilities...............................................................................27

         5.2 Use of Proceeds.....................................................................................27

         5.3 Insurance...........................................................................................27

         5.4 Taxes and Other Liabilities.........................................................................27

         5.5 Records and Reports.................................................................................27

                  5.5.1 Quarterly Financial Statement............................................................28

                  5.5.2 Annual Financial Statement...............................................................28

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

                  5.5.4 Audit Reports............................................................................28

                  5.5.5 Compliance Certificate...................................................................28

                  5.5.6 Other Information........................................................................28

         5.6 ERISA...............................................................................................28

         5.7 Laws ...............................................................................................28

         5.8 Compliance with GAAP................................................................................29

         5.9 Maintenance of Collateral...........................................................................29

         5.10 Location of Inventory and Equipment................................................................29

         5.11 Disposition of Proceeds of Collateral..............................................................29

         5.12 Operating Accounts.................................................................................30

         5.13 Notices............................................................................................30

         5.14 Audits.............................................................................................30

         5.15 Assignment of Accounts, Leases and Loan Contracts..................................................30

         5.16 Collection of Accounts, Leases and Loan Contracts, Inventory Proceeds..............................31

         5.17 Environmental Covenants............................................................................31

         5.18 Contribution Agreement.............................................................................31

6.       NEGATIVE COVENANTS OF BORROWER..........................................................................31

         6.1 Type of Business; Management; Change of Control.....................................................31

         6.2 Change of Name......................................................................................32

         6.3 Change of State of Formation........................................................................32

         6.4 Outside Indebtedness................................................................................32

         6.5 Liens and Encumbrances..............................................................................32

         6.6 Transactions Involving Collateral...................................................................32

         6.7 Loans, Investments; Secondary Liabilities...........................................................32

         6.8 Acquisition or Sale of Business; Merger or Consolidation............................................33

         6.9 Distributions.......................................................................................33

         6.10 Transactions with Subsidiaries and Affiliates......................................................33

         6.11 Pension Plans......................................................................................33

         6.12 No Further Negative Pledges........................................................................33

7.       FINANCIAL COVENANTS.....................................................................................33

         7.1 Aggregate Tangible Net Worth........................................................................33

         7.2 Individual Borrower Tangible Net Worth..............................................................34

         7.3 Debt to Tangible Net Worth..........................................................................34

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

         7.5 Other Collateral....................................................................................34

8.       EVENTS OF DEFAULT.......................................................................................34

         8.1 Failure to Pay......................................................................................34

         8.2 Breach of Representations and Warranties, Affirmative, Negative or Financial Covenants..............34

         8.3 Breach of Other Covenants...........................................................................34

         8.4 Breach of Warranty..................................................................................34

         8.5 Breach Under Any Other Loan Document................................................................34

         8.6 Default Under Agreements with Other Persons.........................................................35

         8.7 Judgments...........................................................................................35

         8.8 Ownership...........................................................................................35

         8.9 ERISA Compliance....................................................................................35

         8.10 Insolvency; Receiver or Trustee....................................................................35

         8.11 Bankruptcy.........................................................................................35

         8.12 Security Interest..................................................................................35

         8.13 Cessation of Business..............................................................................36

         8.14 Material Adverse Change............................................................................36

         8.15 Attachments........................................................................................36

         8.16 Other Defaults.....................................................................................36

9.       LENDER'S RIGHTS AND REMEDIES UPON EVENT OF DEFAULT......................................................36

         9.1 Rights and Remedies.................................................................................36

         9.2 Power of Attorney...................................................................................38

         9.3. Payment of Expenses by Lender......................................................................39

         9.4 No Obligation to Pursue Others......................................................................39

         9.5 Compliance with Other Laws..........................................................................39

         9.6 Warranties..........................................................................................39

         9.7 Sales on Credit.....................................................................................39

         9.8 No Marshaling.......................................................................................39

         9.9 Government Consents.................................................................................39

         9.10 Lender's Liability for Collateral..................................................................40

         9.11 Waiver of Defaults.................................................................................40

         9.12 Remedies Cumulative................................................................................40

         9.13 Demand; Protest....................................................................................40

10.      MISCELLANEOUS PROVISIONS................................................................................40

         10.1 Failure or Indulgence Not Waiver...................................................................41

         10.2 Amendments and Waivers.............................................................................41

         10.3 Construction; Interpretation.......................................................................41

         10.4 Cumulative Effect; Conflict of Terms...............................................................41

         10.5 Counterparts; Entire Agreement.....................................................................41

         10.6 Lender's Expenses and Attorney's Fees..............................................................42

         10.7 Taxes and Fees.....................................................................................42

         10.8 Successors and Assigns; Participations; Disclosure.................................................42

         10.9 Applicable Law.....................................................................................43

         10.10 Notices...........................................................................................43

         10.11 Further Action....................................................................................43

         10.12 Severability......................................................................................43

         10.13 Reliance on and Survival of Various Provisions....................................................43

         10.14 Effective Upon Execution..........................................................................44

         10.15 Confidentiality...................................................................................44

         10.16 Time of the Essence...............................................................................44

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

         10.18 Waiver of Jury Trial..............................................................................44

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

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

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

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

Exhibit 1.......................................................................................................B-5

         Borrower's Report......................................................................................B-5

Exhibit 2.......................................................................................................B-8

         Promissory Note........................................................................................B-8

Exhibit 3......................................................................................................B-10

         Compliance Certificate................................................................................B-10

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

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


</TABLE>

<PAGE>




                           LOAN AND SECURITY AGREEMENT

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

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

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

1.       AMOUNT AND TERMS OF CREDIT

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

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

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

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

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

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

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

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

         1.2......Interest Rates.

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

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

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

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

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

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

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

         1.5......Repayment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         1.11  Extension of Time for Advances and Repayment.

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

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

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

2.       CREATION OF SECURITY INTEREST

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

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

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

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

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

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

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

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

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

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

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

3.       CONDITIONS PRECEDENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.       REPRESENTATIONS AND WARRANTIES OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.       AFFIRMATIVE COVENANTS OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         5.12.....Operating Accounts.

                  5.12.1 Maintain Borrower's banking relationship with Lender.

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

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

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

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

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

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

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

6.       NEGATIVE COVENANTS OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

7.       FINANCIAL COVENANTS

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

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

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

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

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

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

8.       EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.      MISCELLANEOUS PROVISIONS

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

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

         10.3.....Construction; Interpretation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
<S>                                                         <C>

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

By:                                                          By:
   --------------------------------------------------

Name:                                                        Name:
     ------------------------------------------------

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

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

                                                             By:________________________________

                                                             Name:______________________________

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


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

                                                             By:________________________________

                                                             Name:______________________________

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

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

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



</TABLE>

<PAGE>








                                   APPENDIX A


                               GENERAL DEFINITIONS


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

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

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

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

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

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

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

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

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

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

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

         Cash - items designated as cash under GAAP.

         Cash Equivalents - items designated as cash equivalents under GAAP.

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

         Closing Date - the date of execution of this Agreement.

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

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

                  (a) the Accounts;

                  (b) Borrower's Books;

                  (c) the Chattel Paper;

                  (d) the Deposit Accounts;

                  (e) the Equipment;

                  (f) the General Intangibles;

                  (g) the Inventory;

                  (h) the Investment Property;

                  (i) the Leases;

                  (j) the Letter of Credit Rights;

                  (k) the Loan Contracts;

                  (l) the Negotiable Collateral;

                  (m) the Intellectual Property Collateral;

                  (n) the Joint Ventures;

                  (o) the Trusts;

                  (p) the Partnerships;

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

                  (r) the Supporting Obligations;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (a) Copyrights, Trademarks and Patents;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Loan Account - the Revolving Loan Account.

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

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

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

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

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

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

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

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

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

         Partnership - a partnership in which Borrower is a partner.

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

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

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

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

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

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

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

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

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

         Revolving Loan Maturity Date - May 31, 2003.

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

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

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

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

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

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

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

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




<PAGE>










                                   SCHEDULE 1

                   LEASES, LOAN CONTRACTS AND RELATED PROPERTY


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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













<PAGE>



                                    Exhibit 1

                                Borrower's Report

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


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

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

         Each Borrower hereby certifies to Lender as follows:

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

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

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

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

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

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

          G.   Borrower  requests  that the proceeds of the Loan be disbursed by
               Lender         in         the          following          manner:
               -----------------------------------------.
<TABLE>
<CAPTION>

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

                  1.   Maximum Loan Limitation a. Maximum Availability:
                            i.  Maximum Revolving Amount      $17,500,000
                            ii.  Borrowing Base                        $___________
                            iii. Lesser of i. or ii., above: $___________ b.
                        Less: Principal Amount Outstanding
                           of All Revolving Loans, Prior to New
                           Revolving Loan                                               $___________
                         c.  Net Available:                                                     $___________
                            d.  Amount of New Revolving Loan
                           (May Not Exceed 1.c., above)                                 $___________

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

</TABLE>


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


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

                                                 By:
                                                      Name:
                                                      Title:


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

                      By:_________________________________

                        Name:____________________________

                       Title:_____________________________


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

                       By:________________________________

                        Name:___________________________

                       Title:____________________________







<PAGE>


                                    Exhibit 2

                                 Promissory Note

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

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

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

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

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



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

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

                         By:
     Name:
    Title:

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

                            By:_______________________________
                                 Name:___________________________
                                 Title:____________________________

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

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


                                    Exhibit 3

                             Compliance Certificate

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

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

THE UNDERSIGNED HEREBY CERTIFIES THAT:

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

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

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

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

--------------------------------------------------------------------------------

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

COVENANT:                                                            ACTUAL:

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

7.2      Minimum Tangible Net Worth for Each Borrower:

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



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



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


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


7.4      Profitability for Each Borrower

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

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

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


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

                       By:_________________________
 Name:
                           Title:  Chief Financial Officer


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

                        By:_________________________
 Name:
                            Title:  Chief Financial Officer

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

                        By:_________________________
 Name:
                           Title:  Chief Financial Officer




<PAGE>



                                    Exhibit 4

         Borrowing Base / Eligible Borrowing Base Contract Aging Report

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

Each Borrower hereby certifies to Lender as follows:
1 Except as stated in Paragraph 2, below, each of the contracts described below
is an Eligible Borrowing Base Contract. 2 Exceptions to Paragraph 1 (if none, so
state):____________________________________ 3 Except as stated in Paragraph 4,
below, each of the contracts described below is an Eligible Residual Value of an
Eligible
         Borrowing Base Contract.
4        Exceptions to Paragraph 3 (if none, so state):____________________________________

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

                             Notes to Borrowing Base

A)  Maximum  Line  Availability  to be the  lesser  of  the  Borrowing  Base  or
$17,500,000
B) Borrowing Base to be based on Eligible  Residual  Values will be
capped at  $1,000,000
C) Gross and  discounted  lease  receivables  and residual
values listed for the EKA Chemicals  reflect ICON 7's 50% interest in this lease
investment.
<S>                <C>              <C>             <C>           <C>              <C>


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


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

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

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



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



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

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

Tangible Net Worth of ICON 8A as of last day of preceding month (provide exact
amount if known; otherwise, provide estimate):
$---------------.


------------------- --------------- --------------- -------------- --------------- --------------- ---------------
ICON 8B Lessee      Equip. Type     Gross Lease     PV of Lease    Gross Residual  PV of Residual
                                    Rec.            Rec                                            Exp. Date
------------------- --------------- --------------- -------------- --------------- --------------- ---------------
CSK Auto
Regus
Petsmart
                    ----------------- -------------- -------------- --------------- -------------- ---------
                    Sub Totals        $0             $0             $0              $0

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

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

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

<PAGE>


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

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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________


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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________


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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________





<PAGE>
EXHIBIT 10.2
                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


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

                                    RECITALS

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

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

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

         NOW, THEREFORE, IT IS AGREED THAT:

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

         2. Amendments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.
<TABLE>
<CAPTION>
<S>                                               <C>

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

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


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


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

By:______________________________
         Paul B. Weiss, President


</TABLE>






<PAGE>


                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002

EXHIBIT 99-1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp,  the sole  General  Partner  of ICON  Income  Fund  Eight A L.P.,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  the Annual Report on Form 10-K for the period ended  December 31, 2002
          (the "Annual Report") which this statement  accompanies fully complies
          with the requirements of Section 13(a) of the Securities  Exchange Act
          of 1934 (15 U.S.C. 78m) and

     (2)  information  contained in the Annual  Report fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of ICON Income Fund Eight A L.P.

Dated:  March 31, 2003




                           /s/ Beaufort J.B. Clarke
                           --------------------------------------------------
                           Beaufort J.B. Clarke
                           Chairman and Chief Executive Officer
                           ICON Capital Corp.
                           sole General Partner of ICON Income Fund Eight A L.P.



<PAGE>



                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2002


EXHIBIT 99-2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON  Capital  Corp,  the sole  General  Partner of ICON
Income Fund Eight A L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1)  the Annual Report on Form 10-K for the period ended  December 31, 2002
          (the "Annual Report") which this statement  accompanies fully complies
          with the requirements of Section 13(a) of the Securities  Exchange Act
          of 1934 (15 U.S.C. 78m) and

     (2)  information  contained in the Annual  Report fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of ICON Income Fund Eight A L.P.

Dated:  March 31, 2003



                           /s/ Thomas W. Martin
                           ----------------------------------------------------
                           Thomas W. Martin
                           Executive Vice President (Principal
                           Financial and Accounting Officer)
                           ICON Capital Corp.
                           sole General Partner of ICON Income Fund Eight A L.P.




<PAGE>











                                 ICON/AIC TRUST

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)


<PAGE>








                          INDEPENDENT AUDITOR'S REPORT


The Beneficiaries
ICON/AIC TRUST

We have audited the accompanying  balance sheet of ICON/AIC TRUST as of December
31,  2002,  and the related  statements  of  operations,  changes in  beneficial
interestholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these financial  statements  based on our audit. The
financial  statements of ICON/AIC TRUST as of December 31, 2001, were audited by
other  auditors  whose  report dated April 15,  2002,  expressed an  unqualified
opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly, in all material respects, the financial position of ICON/AIC TRUST as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.


                                               /s/Hays & Company LLP
                                               --------------------------------
                                               Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>


                                 ICON/AIC TRUST

                                 Balance Sheets

                                  December 31,

<TABLE>

                                                                 2002         2001
                                                                 ----         ----
          Assets

<S>                   <C>                                     <C>          <C>
Note receivable (Note 3) ..................................   $2,572,522   $3,645,250
Due from affiliate (Note 4) ...............................         --        204,189
                                                              ----------   ----------

Total assets ..............................................   $2,572,522   $3,849,439
                                                              ==========   ==========


         Liabilities and Beneficial Interestholders' Equity

Beneficial interestholders' equity ........................   $2,572,522   $3,849,439
                                                              ----------   ----------

Total liabilities and beneficial interestholders' equity ..   $2,572,522   $3,849,439
                                                              ==========   ==========

</TABLE>



























See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                           2002           2001
                                                           ----           ----
Revenue

<S>                                                    <C>           <C>
Finance income .....................................   $      --     $   921,436
Interest income ....................................        63,500          --
Other income .......................................       148,849          --
                                                       -----------   -----------

Total revenue ......................................       212,349       921,436
                                                       -----------   -----------

Expenses

Loss from the sales of investments in finance leases          --       2,472,400
Foreign currency loss ..............................          --         607,831
Interest expense ...................................          --         434,526
Amortization of initial direct costs ...............          --          94,375
                                                       -----------   -----------

Total expenses .....................................          --       3,609,132
                                                       -----------   -----------

Net income (loss) ..................................   $   212,349   $(2,687,696)
                                                       ===========   ===========



</TABLE>




















See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

           Statements of Changes in Beneficial Interestholders' Equity

                        For the Years Ended December 31,


<TABLE>

                                                                              2002                             2001
                                                                              ----                             ----

<S>                                                    <C>                 <C>              <C>                <C>
Beneficial interestholders' equity, beginning of the year
   (including accumulated other comprehensive
   income of $0 and $607,831)                                            $   3,849,439                       $6,758,454

Distributions to beneficial interestholders                                 (1,752,885)                        (829,150)

Net income (loss)                                    $      212,349                       $   (2,687,696)

Other comprehensive income - foreign
   translation gain                                         263,319                            -
Realization of foreign translation loss
   on sales of investment in finance leases               -                                      607,831
                                                     --------------                       --------------

Comprehensive income (loss)                                                    475,668                       (2,079,865)
                                                                         -------------                    -------------

Beneficial interestholders' equity, end of year
   (including accumulated other comprehensive
   income of $263,319 and $0)                                            $   2,572,522                    $   3,849,439
                                                                         =============                    =============

</TABLE>



















See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                 2002          2001
                                                                 ----          ----
Cash flows from operating activities:
<S>                                                         <C>            <C>
   Net income (loss) ....................................   $   212,349    $(2,687,696)
                                                            -----------    -----------
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities:
   Loss from the sale of investments in finance leases ..          --        2,472,400
   Foreign currency loss ................................          --          607,831
   Finance income portion of receivables paid directly
     to lenders by lessees ..............................          --         (921,436)
   Interest expense on non-recourse financing paid
     directly to lenders by lessees .....................          --          434,526
   Amortization of initial direct costs .................          --           94,375
   Changes in operating assets:
     Due from affiliate .................................       204,189       (204,189)
     Collection of principal-non-financed receivables ...          --          154,053
                                                            -----------    -----------

   Total adjustments ....................................       204,189      2,637,560
                                                            -----------    -----------

   Net cash provided by (used in) operating activities ..       416,538        (50,136)
                                                            -----------    -----------

Cash flows from investing activities:
   Collections of notes receivable ......................     1,336,347           --
   Proceeds from sales of investments in finance leases .          --          879,286
                                                            -----------    -----------
   Net cash provided by investing activities ............     1,336,347        879,286
                                                            -----------    -----------

Cash flows used in financing activities:
   Cash distributions to beneficial interestholders .....    (1,752,885)      (829,150)
                                                            -----------    -----------

Net increase in cash ....................................          --             --

Cash at beginning of year ...............................          --             --
                                                            -----------    -----------

Cash at end of year .....................................   $      --      $      --
                                                            ===========    ===========


</TABLE>






                                                        (continued on next page)


<PAGE>


                                 ICON/AIC TRUST

                      Statements of Cash Flows (Continued)

                        For the Years Ended December 31,

Supplemental Disclosure of Cash Flow Information

     For the  years  ended  December  31,  2002 and  2001,  non-cash  activities
included the following:

                                                         2002         2001
                                                         ----         ----
Principal and interest on direct finance
   receivables paid directly to lenders by lessees   $    --     $ 4,973,382
Principal and interest on non-recourse
   financing paid directly to lenders by lessees .        --      (4,973,382)
                                                     ---------   -----------

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


     Interest  expense of $0 and $434,526 for the years ended  December 31, 2002
and 2001 respectively,  consisted of interest expense on non-recourse  financing
paid or accrued directly to lenders by lessees.






























See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON/AIC TRUST (the "Trust"),  was formed and commenced business operations
in 1999 to accept a  contribution  of  equipment  leases in the United  Kingdom,
subject to related debt,  from ICON Cash Flow Partners L.P. Seven (L.P.  Seven).
Subsequently,  L.P. Seven sold interests in the Trust to ICON Cash Flow Partners
L.P.  Eight A ("Fund  Eight A") and to ICON Cash Flow  Partners  L.P. Six ("L.P.
Six").

2.       Significant Accounting Policies

     Basis of Accounting and  Presentation - The Trust's  records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses  during  the  reporting  periods.  Significant  estimates  include  the
allowance for doubtful  accounts and unguaranteed  residual  values.  Management
believes that the estimates and assumptions  utilized in preparing its financial
statements are reasonable  and prudent.  In addition,  management is required to
disclose  contingent  assets and  contingent  liabilities.  Actual results could
differ from those estimates.

     The  contributed  leases were all receivable in British pounds sterling and
the related  non-recourse  debt was  payable in British  pounds  sterling.  As a
result, the functional currency of the Trust is the British pounds sterling. The
financial statements are translated into U.S. dollars and resulting  translation
gains and losses are included as other comprehensive income.

     Leases and Revenue  Recognition - The Trust  accounted for owned  equipment
leased to third  parties  as  finance  leases.  For  finance  leases,  the Trust
recorded,   the  total  minimum  lease   payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represented the difference between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased equipment.  Unearned income was recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  Initial direct costs of finance leases were  capitalized  and amortized
over the terms of the related leases using the interest method.

     Impairment of Estimated  Residual  Values - The Trust's policy with respect
to impairment of estimated  residual values was to review,  on a periodic basis,
the carrying  value of its residuals on an individual  assets basis to determine
whether events or changes in circumstances  indicated that the carrying value of
an asset was not recoverable and, therefore, an impairment loss should have been
recognized.  The events or changes in  circumstances  which generally  indicated
that the residual  value of an asset had been  impaired  were (i) the  estimated
fair value of the underlying  equipment was less than the Trust's carrying value
or (ii) the lessee was experiencing financial difficulties and it did not appear
likely that the estimated  proceeds from the  disposition  of the asset would be
sufficient to satisfy the remaining  obligation to the  non-recourse  lender and
the Trust's residual position.




<PAGE>


                                 ICON/ AIC TRUST

                    Notes to Financial Statements (Continued)
                                December 31, 2002

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes is that of each of the  beneficial  interestholders'
rather than the Trust. The Trust's income tax returns are subject to examination
by the federal and state taxing  authorities,  and changes,  if any could adjust
the individual income taxes of the beneficial interestholders.

3.       Sale of Finance Leases and Note Receivable

     On December 28, 2001,  the Trust sold its  remaining  investment in finance
leases subject to the remaining  related  non-recourse  debt, for a non-interest
bearing note which is collectible over a two and one half year period. The gross
note amount was  (pound)2,575,000 or $3,744,822 based upon the currency exchange
rate at December 31, 2001 and  discounted for imputed  interest.  The gross note
amount is  (pound)1,625,000  or $2,572,522 based upon the currency exchange rate
at December 31, 2002 and discounted for imputed interest. The note receivable is
due as follows:

      January 2003                   (pound)     450,000
      June 2003                                  425,000
      January 2004                               375,000
      June 2004                                  375,000
                                           -------------
                                   (pound)     1,625,000
                                           =============

     Foreign  currency  translation  gains  or  losses  are  recorded  as  other
comprehensive income or loss.

4.   Related Party Transactions

     The Trust is  managed by the  General  Partner  of the  Trust's  beneficial
interestholders.  The costs of administering  the Trust were not significant and
were absorbed by the beneficiaries in proportion to their sharing interests.