EXHIBIT 10.1

                                ESCROW AGREEMENT

<PAGE>

                                ESCROW AGREEMENT

      This  Escrow  Agreement  is  dated  and  effective  as of  the  __  day of
___________,   2003   and   is   made   among   ICON   Securities   Corp.   (the
"Dealer-Manager"),  ICON  Income  Fund Ten,  LLC, a Delaware  limited  liability
company (the "Company"),  and The Chase Manhattan Bank, [a  _____________  state
chartered bank] (the "Escrow Agent").

                                    RECITALS

      A. The  Company  proposes  to offer  and sell up to  150,000  shares  (the
"Shares") of limited  liability company interests in the Company to investors at
$1,000  per  Share  pursuant  to a  registration  statement  (the  "Registration
Statement") filed with the Securities and Exchange Commission ("SEC").

      B. The  Company  has agreed  that the  subscription  price paid in cash by
investors  will be  refunded  to them if less than 5,000  Shares  (the  "Minimum
Offering") have been sold and payment therefore received by the earlier to occur
of the date (the "Escrow  Termination Date") which is (1) the anniversary of the
date on which the Offering  Period (as defined in the Company's  prospectus (the
"Prospectus")  constituting part of the Registration Statement) commenced or (2)
any earlier  date on which ICON Capital  Corp.,  the manager of the Company (the
"Manager"), may elect to terminate the Offering Period.

      C. The  Company  desires to  establish  an escrow  with  Escrow  Agent for
subscription  payments pending receipt of aggregate  subscriptions  for not less
than Five Thousand (5,000) Shares ($5,000,000 of Shares) have been received (the
time at which the escrow  established by this Agreement as to subscriptions from
residents  of all  states  other than  Pennsylvania  may be  released)  or Seven
Thousand Five Hundred  (7,500) Shares  ($7,500,000 of Shares) have been received
(the time at which the escrow  established by this Agreement as to subscriptions
from residents of Pennsylvania may be released).

      D. The Escrow Agent is willing to serve as escrow agent upon the terms and
conditions hereinbelow set forth.

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable  considerations,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by the parties, the parties covenant and agree as follows:

      1. Deposit with Escrow Agent:  The Escrow Agent agrees that it will,  from
time to time,  accept  subscription  payments for Shares (the "Escrow  Deposit")
received by it from investors or  broker-dealers  authorized to sell Shares (the
"Selling Dealers"). Until such time at least 5,000 Shares have been sold and the
related Escrow  Deposits in an aggregate  amount not less than  $5,000,000  have
been duly  distributed in accordance with Section 3.1 hereof,  all  subscription
checks shall be made payable to the Escrow Agent.  Subscription  Agreements  for
the Shares received by the Company shall be reviewed for accuracy by the Company
and,  immediately  thereafter,   the  Company  shall  deliver  to  Escrow  Agent
information  describing  (1) the name,  address and  Federal Tax  Identification
Number of the investor,  (2) that number of Shares  subscribed  for by investor,
and (3) the subscription price.


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      2. Investment of Escrow Deposit.  The Escrow Agent shall,  upon receipt of
the checks  remitted to it,  deposit all Escrow  Deposits in  federally  insured
interest-bearing savings or money market accounts.

      3.  Distribution of Escrow Deposit.  The Escrow Agent shall distribute the
Escrow  Deposits  as set  forth  in  this  Section  3,  and the  Escrow  Agent's
obligations (other than those of Sections 3.3 and 5 hereof which by their nature
must survive this Agreement)  shall terminate upon such  distributions,  and the
Escrow  Agent shall be  irrevocably  released  and  discharged  from any and all
further responsibility or liability with respect to this Agreement.

            3.1 At any time following  sale of at least 5,000 Shares  (exclusive
of  subscriptions  from  residents of the  Commonwealth  of  Pennsylvania),  the
Dealer-Manager  or the Manager may (a) certify  that the sale of such Shares has
satisfied  the Minimum  Offering  required for the Company to break escrow as to
the subscription  payments of residents of states other than the Commonwealth of
Pennsylvania  and (b)  stipulate  the date on which the first  closing  date and
subsequent  closing dates of the Company and the release of the Escrow  Deposits
with respect to such investors to the Company and all related  earnings  thereon
to such  investors  shall occur.  At any time  following  sale of at least 7,500
Shares  (inclusive  of  subscriptions  by residents  of all States  inclusive of
subscriptions   from  residents  of  the  Commonwealth  of  Pennsylvania),   the
Dealer-Manager  or  Manager  may (a)  certify  that the sale of such  Shares has
satisfied  the Minimum  Offering  required for the Company to break escrow as to
all subscription payments (including those from residents of the Commonwealth of
Pennsylvania)  and (b)  stipulate the date on which the next closing date of the
Company and the release of the Escrow  Deposits then being held on behalf of all
investors  (including,  without  limitation,  residents of the  Commonwealth  of
Pennsylvania)  to the Company and all related earnings thereon to such investors
shall  occur.  Upon  collection  by the  Escrow  Agent  of good  funds  for such
subscription  payments,  the Escrow Agent shall make such  distributions  on the
applicable  closing  date.  Certification  by an officer of the Manager  that at
least 5,000 Shares or 7,500 Shares (as the case may be) have been timely sold as
described  in the first two  sentences  of this  Section  3.1 and the receipt by
Escrow  Agent of  $5,000,000  or  $7,500,000  (as the case may be) in cash  from
investors for Shares,  shall constitute  sufficient evidence for the purposes of
this Section 3.1 that such events have occurred.

            3.2 After  satisfaction of the conditions of Section 3.1 above,  all
checks,  payable to the Escrow Agent,  shall,  upon receipt by Escrow Agent,  be
endorsed  (without  recourse to Escrow  Agent) for deposit into such accounts as
directed by the Company.

            3.3 If any Escrow Deposits do not become  deliverable to the Company
pursuant to Section 3.1 above on or prior to the Escrow  Termination  Date,  the
Escrow Agent shall return such Escrow Deposits to the applicable investors in an
amount  equal  to the  subscription  amount  theretofore  paid  by  each of them
together with interest  earned  thereon.  In the event that (a) rescission of an
individual  subscription  is  required to be offered to an  individual  investor
under provisions of applicable state law or (b) a subscription for a resident of
a state may only be held in escrow for a shorter period of time than provided in
the preceding sentence under provisions of applicable state law, then the Escrow
Agent shall promptly, following receipt of such investor's duly executed request
for rescission (in the case of rescission) or the Manager's direction to release
such  subscription  (in the case of expiration of an applicable  state statutory
maximum  escrow  period),  return such  investor's  Escrow  Deposit to


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him in an  amount  equal  to the  subscription  amount  theretofore  paid by him
together with interest earned thereon.  For purposes of the preceding  sentence,
rescission  must be offered  to each  Pennsylvania  investor  for whom an Escrow
Deposit is held by the Escrow Agent at the end of the 120 day period which began
with the Escrow Agent's receipt of his subscription  payment. If such rescission
offer is not  accepted,  such Escrow  Deposit may continue to be held for one or
more  successive  120-day escrow periods at the end of each of which  rescission
must again be offered to each such investor.

            In no event shall any Escrow Deposit be held in escrow for more than
one year  before  either  being  (a)  released  to the  Company  (upon a closing
pursuant to Section 3.1 and 3.2) or (b) returned to the applicable  investor (in
the event such Escrow Deposit is returned the applicable investor for whom it is
being held  pursuant to Section  3.3).  The Escrow Agent will not be required to
communicate  with any  investor(s).  All inquiries on behalf of the  investor(s)
will be coordinated through the Company.

      4. Distribution of Interest.  If the Escrow Deposits become deliverable to
the Company pursuant to Section 3.1 or to the investors  pursuant to Section 3.3
above,  the Escrow Agent shall  compute for the  distribution  by the Manager in
accordance with such computations the pro rata share of the investment  earnings
of each Escrow Deposit.  Each  investor's pro rata share of investment  earnings
shall be computed as follows:

                           (Individual Subscription Amount times Days Held)
Investment Earnings times  ------------------------------------------------
                             (Total Subscription Amounts times Days Held)

      Such pro rata share of investment  earnings  shall be  distributed to each
investor  upon  admission  of the  investor  as a member of the  Company or upon
return of his subscription amounts.

      5. Duties and Liability of Escrow Agent.

            5.1 Any interest or other income earned under this  Agreement  shall
be allocated  and paid as provided  herein and reported by the  recipient to the
Internal Revenue Service as having been so allocated and paid.

            5.2  The  Escrow  Agent  shall  have  the  right  to  liquidate  any
investments  held, in order to provide funds necessary to make required payments
under this Agreement. The Escrow Agent in its capacity as escrow agent hereunder
shall  not  have  any  liability  for any  loss  sustained  as a  result  of any
investment  made  pursuant to the  instructions  of the  parties  hereto or as a
result of any  liquidation  of any  investment  prior to its maturity or for the
failure  of the  parties  to give the Escrow  Agent  instructions  to invest [or
reinvest the Escrow Deposit] or any earnings thereon.

            5.3 Any  corporation  into which the Escrow Agent in its  individual
capacity may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger,  conversion or consolidation to which the
Escrow Agent in its individual  capacity shall be a party, or any corporation to
which  substantially all the corporate trust business of the Escrow Agent in its
individual  capacity  may be  transferred,  shall be the Escrow Agent under this
Agreement without further act.


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            5.4 Anything in this Agreement to the contrary  notwithstanding,  in
no event shall the Escrow Agent be liable for special, indirect or consequential
loss or  damage  of any  kind  whatsoever  (including  but not  limited  to lost
profits),  even if the Escrow Agent has been advised of the  likelihood  of such
loss or damage and regardless of the form of action.

            5.5  The  duties  and  obligations  of the  Escrow  Agent  shall  be
determined  solely by the  express  provisions  of this  Agreement  and shall be
limited to the  performance of such duties and  obligations as are  specifically
set forth herein.

            5.6 In performing  any of its duties under this  Agreement,  or upon
the claimed failure to perform its duties  hereunder,  Escrow Agent shall not be
liable to anyone for any damages,  losses,  or expenses  which it may incur as a
result of the Escrow  Agent so acting,  or  failing to act;  provided,  however,
Escrow Agent shall be liable for damages  arising out of its willful  default or
gross negligence under this Agreement. Accordingly, Escrow Agent shall not incur
any such  liability  with respect to (i) any action taken or omitted to be taken
in good faith upon advice of its  counsel or counsel for the Company  given with
respect to any  questions  relating  to the duties and  responsibilities  of the
Escrow  Agent  hereunder  or (ii) any  action  taken or  omitted  to be taken in
reliance  upon any  document,  including  any  written  notice  or  instructions
provided  for in this  Agreement,  not only as to its due  execution  and to the
validity  and  effectiveness  of its  provisions  but also as to the  truth  and
accuracy of any information  contained therein,  which the Escrow Agent shall in
good faith  believe to be genuine,  to have been signed or  presented  by proper
person or persons and to conform with the provision of this Agreement.

            5.7 Each of the Company and Dealer-Manager hereby respectively agree
to indemnify  and hold  harmless  the Escrow  Agent  against any and all losses,
claims,  damages,  liabilities  and  expenses,  including,  without  limitation,
reasonable costs of investigation and counsel fees and disbursement which may be
incurred by it  resulting  from any act or omission of the Company or the Escrow
Agent;  except, that if Escrow Agent shall be found guilty of willful default or
gross  negligence  under this Agreement by any court of competent  jurisdiction,
then, in that event,  Escrow Agent shall bear all such losses,  claims,  damages
and  expenses.  The  indemnity  provided by this  Section 5.7 shall  survive the
termination of this Agreement.

            5.8 If a dispute  ensues between the parties hereto as to the proper
investment or distribution of Escrow Deposits and earnings  thereon  sufficient,
in the  discretion  of Escrow  Agent,  to require it doing so, the Escrow  Agent
shall  be  entitled  to  tender  into the  custody  of any  court  of  competent
jurisdiction  within  the  State of New York,  including  the  Supreme  Court of
Westchester County, New York, all money or property in its hands under the terms
of this Agreement and to file an appropriate  proceeding to obtain a court order
or declaratory judgment  interpreting this Agreement,  resolving such dispute in
accordance  herewith and determining the proper  disposition of all escrow funds
subject to this Agreement. Upon Escrow Agent's completion of all acts called for
in any such order or declaratory judgment including  distribution in full of all
Escrow  Deposits  and  earnings  thereon,  Escrow  Agent shall  thereupon  to be
discharged from all further duties under this  Agreement.  Any such legal action
may be brought in any court as Escrow Agent shall determine to have jurisdiction
thereof. The Company and Dealer-Manager shall indemnify Escrow Agent against its
court costs and attorneys' fees incurred in filing such legal proceedings.


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            5.9 In the event funds transfer  instructions  are given (other than
in writing at the time of execution of the  Agreement),  whether in writing,  by
telecopier or otherwise,  the Escrow Agent is authorized to seek confirmation of
such instruction by telephone  call-back to the person or persons  designated in
Schedule  2 hereto,  and the  Escrow  Agent may rely upon the  confirmations  of
anyone  purporting  to be the person or persons so  designated.  The persons and
telephone  numbers  for  call-backs  may be changed  only in a writing  actually
received and  acknowledged  by the Escrow Agent.  The parties to this  Agreement
acknowledge that such security procedure is commercially reasonable.

            5.10 It is  understood  that the Escrow Agent and the  beneficiary's
bank in any funds  transfer may rely solely upon any account  numbers or similar
identifying  number provided by either of the parties hereto to identify (1) the
beneficiary, (2) the beneficiary's bank, or (3) an intermediary bank. The Escrow
Agent may apply any of the  escrowed  funds for any  payment  order it  executes
using any such  identifying  number,  even  where its use may result in a person
other than the beneficiary  being paid, or the transfer of funds to a bank other
than the beneficiary's bank, or an intermediary bank designated.

      6. Uncollectable Deposits. If any checks or other instruments deposited in
the escrow account established hereunder prove uncollectable,  the Company shall
promptly  reimburse the Escrow Agent  therefor upon request and the Escrow Agent
shall deliver the returned checks or other instruments to the Company.

      7. Notices.  All notices,  requests,  demands and other  communication  or
deliveries  required or permitted to be given  hereunder shall be in writing and
shall be  deemed  to have  been duly  given if  delivered  personally,  given by
prepaid  telegram or  deposited  for  mailing,  first  class,  postage  prepaid,
registered or certified mail, as follows:

If to the investors for Shares:  To their respective addresses
                                 as specified in their Subscription Agreements.

If to the Company:               ICON Income Fund Ten, LLC, a Delaware limited
                                 liability company
                                 c/o ICON Capital Corp.
                                 100 Fifth Avenue, Tenth Floor
                                 New York, NY 10010
                                 Attention: Thomas W. Martin,
                                            Executive Vice President

If to the Escrow Agent:          The Chase Manhattan Bank
                                 ______________________________
                                 ______________________________
                                 Attention: ___________________

      8.  Resignation  or Removal of Escrow  Agent.  The  Escrow  Agent,  or any
successor to it hereafter  appointed,  may at any time resign and be  discharged
from the duties and  obligations  created by this  Agreement  by giving at least
thirty (30) days prior written notice to the Company and the  Dealer-Manager and
accounting  in full for all sums  delivered to, and held, by it and all earnings
thereon  while  Escrow  Agent  hereunder  to  the  Company,  Dealer-Manager  and
successor  escrow agent.  The Escrow Agent may be removed at any time upon sixty
(60) days  prior  written


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notice by any instrument  purportedly signed by an authorized  representative of
the Company and the Dealer-Manager.  Any successor escrow agent shall deliver to
the Escrow Agent, Company and Dealer-Manager a written instrument accepting such
appointment  hereunder and shall accept  delivery of the Escrow Deposits to hold
and  distribute  same in  accordance  with the  terms of this  Agreement.  If no
successor  escrow agent shall have been appointed  within thirty (30) days after
the Company and Dealer-Manager receive notice of the Escrow Agent's intention to
resign or within sixty (60) days of the Escrow Agent's  receipt of notice of its
removal,  the Escrow  Agent shall  deliver all Escrow  Deposits and all earnings
thereon  to a  national  bank  with a net  worth  of not less  than  $100,000.00
designated by the Escrow Agent which has agreed in writing to accept such monies
and to act as  substitute  escrow  agent in  compliance  with the  terms of this
Agreement.  Upon  such  delivery  and  acceptance,  the  Escrow  Agent  shall be
discharged from any future obligations under this Agreement.

      9. General.

            9.1  This  Agreement  shall  be  governed  by and be  construed  and
enforced  in  accordance  with the laws of the State of New York,  exclusive  of
conflicts  of laws  provisions  thereunder.  The parties  hereto  consent to the
jurisdiction  of all courts of the State of New York and the venue of the courts
located  in the county in which the  Escrow  Agent is  located  to  resolve  all
disputes pertaining to this Agreement and any ancillary  agreements entered into
in furtherance of the purposes hereof and agree that such jurisdiction  shall be
exclusive.

            9.2 The section headings contained herein are for reference purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

            9.3 This Agreement sets forth the entire agreement and understanding
of the  parties in respect to this escrow  agreement  and  supersedes  all prior
agreements,  arrangements  and  understandings  relating to the  subject  matter
hereof.

            9.4 This Agreement may be amended, modified, superseded or canceled,
and any of the  terms or  conditions  hereof  may be  waived,  only by a written
instrument  executed  by each party  hereto or, in the case of a waiver,  by the
party  waiving  compliance.  The  failure  of any  party at any time or times to
require  performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver of any party of any condition, or
of the breach of any term  contained  in this  Agreement,  whether by conduct or
otherwise,  in any one or more  instances  shall be deemed to be  construed as a
further or continuing  waiver of any such condition or breach or a waiver of any
other condition or of the breach of any other terms of this Agreement.

            9.5 This  Agreement  may be executed  simultaneously  in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the game instrument.

            9.6 This Agreement  shall inure to the benefit of the parties hereto
and their respective successors and assigns.

            9.7 The  Escrow  Agent  shall have the right to  withhold  an amount
equal to the  amount  due and  owing to the  Escrow  Agent,  plus any  costs and
expenses the Escrow Agent shall


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reasonably  believe may be incurred by the Escrow Agent in  connection  with the
termination of this Agreement.

      10.  Representation of the Company.  The Company hereby  acknowledges that
the status of the Escrow  Agent with  respect to the  offering  of the Shares is
that of agent only for the limited  purposes herein set forth, and hereby agrees
it will not  represent  or imply that Escrow  Agent,  by serving as Escrow Agent
hereunder or otherwise,  has  investigated  the  desirability  or a viability of
investment in the Shares, of has approved, endorsed or passed upon the merits of
the Shares,  nor shall the  Company  use the name of Escrow  Agent in any manner
whatsoever  in  connection  with the offer or sale of the Shares,  other than by
acknowledgment  that it has  agreed  to serve as Escrow  Agent  for the  limited
purposes herein set forth.

      11.  Fees.  Upon  execution  of this  Agreement,  the Company will pay the
Escrow Agent fees outlined in Schedule 1 attached hereto,

      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first above written.

Dealer-Manager:

ICON Securities Corp.

By:  ________________________
     Thomas W. Martin
     Executive Vice President


Company:

ICON Income Fund Ten, LLC,
a Delaware limited liability company

By: ICON Capital Corp.
    Its Manager

    By: ________________________
        Thomas W. Martin
        Executive Vice President


Escrow Agent:

The Chase Manhattan Bank

By: _________________________
    Name: ___________________
    Title: ___________________


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                                   Schedule 1

                                Escrow Agent Fees

            $_________ per annum without proration for partial years.

<PAGE>

                                   Schedule 2

                     Telephone Number(s) for Call-Backs and
           Person(s) Designated to Confirm Funds Transfer Instructions

If to Company:

Name                                           Telephone Number
----                                           ----------------

1. Beaufort J. B. Clarke                        (212) 418-4700
2. Thomas W. Martin                             (212) 418-4700
3. Paul B. Weiss                                (212) 418-4700

If to Depositor-Agent:

Name
----

1.

2.

3.

Telephone call-backs shall be made to each of the Company and depositor-agent if
joint instructions are required pursuant to the Agreement.