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

                                    FORM 10-K/A

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

For the fiscal year ended                   December 31, 2001
                          ------------------------------------------------------
                                       or

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

For the transition period from                         to
                               -----------------------    ----------------------

Commission File Number                               33-94458
                       ---------------------------------------------------------

                       ICON Cash Flow Partners L.P. Seven
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                     13-3835387
---------------------------------------      -----------------------------------
(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

Title of each class                   Name of each exchange on which registered

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                (Title of class)

================================================================================
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                              [  ] Yes [X] No


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

                                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                                                5

6.   Selected Consolidated Financial and Operating Data                     5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 6-10

8.   Financial Statements and Supplementary Data                        11-37

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                        39

PART IV

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

SIGNATURES                                                                 41


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners L.P. Seven (the  "Partnership"),  was formed on May
23, 1995 as a Delaware limited partnership.  The Partnership's  maximum offering
was $100,000,000.  The Partnership  commenced business operations on its initial
closing  date,  January  19,  1996  with  the  admission  of  26,367.95  limited
partnership  units  at  $100  per  unit   representing   $2,636,795  of  capital
contributions.  From  January 19,  1996  through  September  16, 1998 (the final
closing date) 973,628.86 additional units were admitted representing $97,362,886
of capital  contributions  bringing  the total  admission  to  999,996.81  units
aggregating  $99,999,681  in capital  contributions.  The  Partnership  redeemed
11,348  limited  partnership  units during the years 1997 through 2001,  leaving
988,649 limited partnership units outstanding at December 31, 2001.

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

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
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 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 had three lessees which accounted for 10% or more of total
revenue for the year ended December 31, 2001.  The leases were Federal  Express,
Seacor Smit and Seacor  Offshore  generating  19%, 13% and 12% of total  revenue
respectively.



<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

Lease Transactions

     During the years ended December 31, 2001 and 2000 the  Partnership  did not
purchase any  equipment.  In 2000, a joint venture in which the Company is a 50%
limited partner,  exercised an option to acquire a drilling rig and entered into
an operating  lease for the rig. This joint venture  investment is accounted for
under the equity method.

     Also 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.  Additionally,  the  Partnership  acquired  a  10.31%
interest in a joint venture ("ICON  Cheyenne,  LLC") with three other affiliates
acquiring the remaining joint venture interests. These joint venture investments
are accounted for under the equity method.

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 Partnership is not a party to any pending legal proceedings.

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

     No matters were submitted to a vote of security holders during the fourth
quarter of 2001.


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

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,
         --------------            ----------------------------------------
                                         2001                     2000
                                         ----                     ----
      Limited Partners                  4,598                    4,578
      General Partner                       1                        1

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

                                                                     Years Ended December 31,
                                       --------------------------------------------------------------------------------------
                                            2001             2000                  1999            1998            1997
                                            ----             ----                  ----            ----            ----

<S>                                    <C>             <C>                   <C>              <C>             <C>
Total revenue                          $   9,778,601   $     18,079,044(1)   $    19,572,257  $   17,207,618  $   9,749,244
                                       =============   ================      ===============  ==============  =============

Net (loss) income                      $    (274,007)  $      4,658,569      $     3,514,436  $    2,689,176  $   2,649,580
                                       =============   ================      ===============  ==============  =============

Net (loss) income allocable
   to limited partners                 $    (271,267)  $      4,611,983      $     3,479,291  $    2,662,284  $   2,623,084
                                       =============   ================      ===============  ==============  =============

Net (loss) income allocable
   to the General Partner              $      (2,740)  $         46,586      $        35,145  $       26,892  $      26,496
                                       =============   ================      ===============  ==============  =============

Weighted average limited
   partnership units outstanding             989,112            989,929              992,719         808,650        413,677
                                       =============   ================      ===============  ==============  =============

Net (loss) income per weighted
   average limited partnership unit    $        (.27)  $          4.66       $         3.50   $         3.29  $        6.34
                                       =============   ===============       ==============   ==============  =============

Distributions to limited partners      $  10,632,716   $     10,641,411      $    10,677,316  $    8,692,479  $   4,147,829
                                       =============   ================      ===============  ==============  =============

Distributions to the
   General Partner                     $     100,023   $        107,493      $       107,872  $       87,803  $      41,125
                                       =============   ================      ===============  ==============  =============

                                                                              December 31,
                                       ------------------------------------------------------------------------------------
                                             2001             2000                 1999             1998           1997
                                             ----             ----                 ----             ----           ----

Total assets                           $  109,372,857  $    134,301,609(1)   $   172,007,288  $  216,387,240  $ 153,066,319
                                       ==============  ================      ===============  ==============  =============

Partners' equity                       $   52,863,237  $     63,916,992      $    70,045,138  $   77,741,448  $  45,901,123
                                       ==============  ================      ===============  ==============  =============
</TABLE>

(1)  Certain amounts have been  reclassified  from the prior year  presentation.
     See Note 3 to the financial statements.


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

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

     ICON Cash Flow Partners L.P. Seven (the  "Partnership"),  was formed on May
23, 1995 as a Delaware limited partnership.  The Partnership's  maximum offering
was $100,000,000.  The Partnership  commenced business operations on its initial
closing  date,  January  19,  1996  with  the  admission  of  26,367.95  limited
partnership  units  at  $100  per  unit   representing   $2,636,795  of  capital
contributions.  From  January 19,  1996  through  September  16, 1998 (the final
closing date) 973,628.86 additional units were admitted representing $97,362,886
of capital  contributions  bringing  the total  admission  to  999,996.81  units
aggregating  $99,999,681  in capital  contributions.  The  Partnership  redeemed
11,348  limited  partnership  units during the years 1997 through 2001,  leaving
988,649 limited partnership units outstanding at December 31, 2001.

     The Partnership's  portfolio consists of net investments in finance leases,
investments  in  estimated  unguaranteed  residual  values,   leveraged  leases,
investments  in operating  leases,  equipment  held for sale or lease and equity
investments in joint ventures.

Significant Accounting Policies and Management Estimates

     Basis of  Accounting  and  Presentation  - The  Partnership'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 date of the financial  statements  and revenues and expenses
during the reporting  period.  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.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance leases leveraged 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.   The
Partnership's  net  investment  in leveraged  leases  consists of minimum  lease
payments receivable,  the estimated unguaranteed residual values and the initial
direct costs related to the leases, net of the unearned income and principal and
interest on the related  non-recourse  debt.  Unearned  income is  recognized as
income from  leveraged  leases over the life of the lease at a constant  rate of
return on the  positive  net  investment.  For  operating  leases,  equipment is
recorded  and  depreciated  on the  straight-line  method over the lease term to
their estimated fair market values at lease terminations.  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 and  leverage  leases are  capitalized  and are
amortized over the terms of the related leases using the interest method.




<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
doubtful  accounts to provide for estimated credit losses in the portfolio.  The
allowance  for  doubtful  accounts is based on an analysis  of  delinquency,  an
assessment  of overall  risk and a review of  historical  loss  experience.  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 for or written off
when the analysis indicates that the probability of collection of the account is
remote.

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

     Investments  in  Estimated  Unguaranteed  Residual  Values - The assets are
carried at cost  (which is equal to or less than  market  value)  subject to the
Partnership's policy relating to impairments of residuals discussed below, until
sale of the  equipment,  at which time a gain or loss will be recognized on each
transaction.  No income will be  recognized  until the  underlying  equipment is
sold.

     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 its 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 release or resale of the equipment.

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

     Revenues for the year ended December 31, 2001 decreased by $8,300,443  from
$18,079,044  in 2000 to  $9,778,601 in 2001.  The decrease in revenues  resulted
primarily from a decrease in finance income of $9,280,638,  a decrease in income
from leveraged  leases of $544,808,  a decrease in gain on sales of equipment of
$251,342 and losses from investments in joint ventures of $552,951,  as compared
to income from joint ventures of $500,662 in 2000.

     The  decreases  in revenue  were  partially  offset by  increases in rental
income of $2,711,700 and interest income and other of $118,258.  The decrease in
finance income  resulted from the continued  collection of minimum lease rentals
reducing the investment balance  outstanding on which such revenues are based as
well as the expiration of finance leases. Additionally,



<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

the  lease of six  vessels  subject  to a  finance  lease  which  accounted  for
$3,155,577  of finance lease income in 2000 and $643,030 of finance lease income
in 2001 expired in 2001 in accordance with its terms.  Upon lease termination of
the finance leases, the vessels were released under short term operating leases

     Income  from  leveraged  leases  decreased  in  2001  primarily  due  to  a
write-down in the fourth quarter of 2001 of the estimated residual of one of the
aircraft under lease. Gain on sales of equipment  decreased due primarily to the
gains recorded on the sale of two aircraft in 2000.  There were no similar sales
in 2001. Rental income increased as the six vessels discussed above,  which were
previously  leased under  finance  leases which  expired in 2001,  were released
under short term operating leases during 2001. However, in the fourth quarter of
2001, five of the vessels were returned to the Partnership and were off lease at
December  31,  2001.  Interest  income  and other  increased  primarily  from an
increase in the  collection  of late  charges in 2001.  The  Partnership  had an
aggregate  loss from its  investments in joint ventures of ($552,951) in 2001 as
compared to income from joint ventures of $500,662 in 2000.

     Expenses for the year ended December 31, 2001 were $10,052,608 representing
a decrease of $3,367,867 from 2000. The decrease in expenses resulted  primarily
from decreases in interest expense of $1,623,475, amortization of initial direct
costs of  $906,759,  management  fees -  General  Partner  of  $1,419,408  and a
decrease of administrative expense reimbursements - General Partner of $606,879.
Additionally,  the Company  recorded a reversal of a provision  for bad debts of
$500,000 in 2001 as  compared to a provision  for bad debts of $400,000 in 2000.
The  decreases  were partly  offset by the increase in  depreciation  expense of
$2,040,722 due to the  reclassification  of the six vessels discussed above from
finance  leases to  operating  leases,  general and  administrative  expenses of
$9,015,  and  minority  interest  expense of $38,917.  The  decrease in interest
expense was due primarily to the decrease in the average debt outstanding during
2001 as compared to 2000.  Amortization  of initial direct costs  decreased as a
result of the decrease in the average size of the finance lease  portfolio  from
2000 to 2001. Management fees - General Partner decreased due to the decrease in
the amount of gross rent  (which is the basis of such fee)  received  in 2001 as
compared to 2000.

     Net  (loss)  income  for the years  ended  December  31,  2001 and 2000 was
($274,007)  and  $4,658,569,  respectively.  The net (loss)  income per weighted
average  limited  partnership  unit was  ($.27)  and  $4.66  for 2001 and  2000,
respectively.  The primary reasons for the decline in net income in 2001 was the
decrease in finance  income and losses  from  unconsolidated  joint  ventures as
described above.

Results of Operations for the Years Ended December 31, 2000 and 1999

     Revenues  for  the  years  ended   December  31,  2000  were   $18,079,044,
representing  a decrease  of  $1,493,213  from 1999.  The  decrease  in revenues
resulted  primarily from a decrease in finance  income of $3,763,399,  which was
partially  offset by increases in income from  leveraged  leases of  $1,186,809,
gain on sales of equipment of  $507,296,  interest  income and other of $161,079
and income from  investments  in joint  ventures of  $415,002.  The  decrease in
finance income resulted from a decrease in the average size of the finance lease
portfolio from 1999 to 2000.  Income from leveraged  leases  increased due to an
additional  leveraged lease  investment made in the fourth quarter of 1999. Gain
on sales of  equipment  increased  due  primarily to the sale of two aircraft in
2000.  Interest  income and other  increased  primarily  from an increase in the
average  cash  balances  from 1999 to 2000.  Income  from  investments  in joint
ventures  increased due to the addition of the North Sea  (Connecticut)  Limited
Partnership in 2000.


<PAGE>



                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Expenses for the year ended December 31, 2000 were $13,420,475 representing
a decrease of $2,637,346 from 1999. The decrease in expenses resulted  primarily
from  decreases in interest  expense of $3,249,639 and  amortization  of initial
direct costs of $336,537.  These decreases were partially offset by increases in
general and  administrative  expenses  of  $327,929,  management  fees - General
Partner of  $311,234,  provision  for bad debts of $200,000  and  administrative
expense  reimbursements-  General Partner of $109,532.  The decrease in interest
expense resulted from a decrease in the average debt outstanding  during 1999 as
compared to 2000.  Amortization of initial direct costs decreased as a result of
the decrease in the average  size of the finance  lease  portfolio  from 1999 to
2000.  General and administrative  expenses  increased  primarily as a result of
higher professional fees.  Management fees - General Partner increased due to an
increase  in the  amount of rents,  which is the  basis for such  fees,  (either
directly or through joint ventures) received in 2000 versus 1999. As a result of
an  analysis  of  delinquencies,  assessment  of  overall  risk and a review  of
historical loss experience,  the Partnership determined that a provision for bad
debts of $400,000 was required for the year ended  December 31, 2000 compared to
$200,000 for 1999.

     Net income for the years ended  December  31, 2000 and 1999 was  $4,658,569
and  $3,514,436,  respectively.  The net income  per  weighted  average  limited
partnership unit was $4.66 and $3.50 for 2000 and 1999, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds in 2001 were  borrowings  of
$2,111,726  and  proceeds  from  the  sale  of  equipment  of  $7,771,021.   The
Partnership used funds of $934,820 in its operating activities.  Distributions
to partners  aggregated  $10,732,739,  which exceeded cash generated  during the
year. As a result, the Partnership's liquidity was reduced.

     The Partnership's  notes payable at December 31, 2001 totaled  $50,984,856.
These amounts consisted of $29,698,082,  in non-recourse  notes, and $21,286,774
of recourse notes payable.  $20,642,483 of the recourse notes are secured by the
investments  in three  aircraft  residuals  with an aggregate  carrying value at
$20,811,758  at December  31,  2001.  The  recourse  notes  payable also include
amounts  outstanding under the lines of credit discussed below. The non-recourse
notes are  secured by, and are  payable  from the  proceeds of sale or lease of,
various aircraft and vessels.

     The  Partnership  entered  into a recourse  line of credit  agreement  with
Imperial Bank in June 2000. The maximum amount  available under the agreement is
$7,500,000.  This line of credit is  collateralized  by certain  receivables and
residuals  and bears  interest  at the bank's  prime rate plus one  percent.  At
December 31, 2001, the  Partnership had $100,310  outstanding  under the line of
credit. The line expires in August 2002.

     The  Partnership  entered  into a recourse  line of credit  agreement  with
Pullman  Bank in 1998.  The  maximum  amount  available  under the  Facility  is
$5,000,000. This line of credit is collateralized by


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

certain  receivables  and  residuals  and bears  interest at prime plus one half
percent.  At December 31, 2001, the Partnership had $543,981  outstanding  under
the line of credit. The line expires in December 2002.

     Cash distributions to the limited partners for the years ended December 31,
2001 and 2000,  which were paid monthly,  totaled  $10,632,716 and  $10,641,411,
respectively,  of which $0 and $4,611,983 was investment  income and $10,632,716
and $6,029,428  was a return of capital,  respectively.  The monthly  annualized
cash distribution rate to limited partners for the years ended December 31, 2001
and 2000 was 10.75% for each year, of which 0.0% and 4.66% was investment income
and 10.75% and 6.09% was a return of capital, respectively.

     As of December 31, 2001, except as noted above,  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,  sales of
equipment and borrowings,  the Partnership  will 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.

New Accounting Pronouncement

     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. 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.  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.

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
for most of its obligations.

     The Partnership  also borrows funds under two floating rate lines of credit
and is therefore  exposed to interest rate risk until the floating rate lines of
credit are repaid.  The  Partnership's  aggregate  borrowings under the floating
rate lines of credit as of  December  31,  2001 was  $644,291.  The  Partnership
believes the risk  associated  with rising  interest rates under these lines are
not significant.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring  the  market  and  maximizing  remarketing  proceeds  through  either
releasing or sale of equipment.


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                     Page Number

Independent Auditors' Report                                                13

Consolidated Balance Sheets as of December 31, 2001 and 2000             14-15

Consolidated Statements of Operations for the Years Ended
  December 31, 2001, 2000 and 1999                                          16

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended
  December 31, 2001, 2000 and 1999                                          17

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2001, 2000 and 1999                                       18-20

Notes to Consolidated Financial Statements                               21-35



<PAGE>











                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                        Consolidated Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT


The Partners
ICON Cash Flow Partners L.P. Seven:

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners L.P. Seven (a Delaware limited partnership) as of December 31, 2001 and
2000,  and  the  related  consolidated  statements  of  operations,  changes  in
partners' equity,  and cash flows for each of the years in the three 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 Cash Flow
Partners  L.P.  Seven as of December  31, 2001 and 2000,  and the results of its
operations  and its cash  flows for each of the years in the three  year  period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.



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


May 20, 2002
New York, New York


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                December 31,
<TABLE>
<CAPTION>

                                                             2001             2000
                                                             ----             ----
         Assets

<S>                                                     <C>              <C>
Cash and cash equivalents ...........................   $   2,333,871    $   5,083,906
                                                        -------------    -------------

Investment in finance leases
   Minimum rents receivable .........................      10,709,068       22,715,520
   Estimated unguaranteed residual values ...........      21,817,367       57,929,338
   Initial direct costs .............................         196,525          208,411
   Unearned income ..................................      (1,043,118)      (2,968,048)
   Allowance for doubtful accounts ..................        (906,374)      (1,467,610)
                                                        -------------    -------------

                                                           30,773,468       76,417,611

Net investment in leveraged leases ..................      27,290,900       25,175,398
                                                        -------------    -------------

Equipment held for sale or lease ....................      18,769,730             --
                                                        -------------    -------------

Investment in operating lease
   Equipment at cost ................................       4,548,538             --
   Accumulated depreciation .........................        (351,269)            --
                                                        -------------    -------------
                                                            4,197,269             --
                                                        -------------    -------------

Investments in estimated unguaranteed residual values      20,811,758       20,811,758
                                                        -------------    -------------

Investments in joint ventures .......................       3,114,325        3,910,991
                                                        -------------    -------------

Other assets ........................................       2,081,536        2,901,945
                                                        -------------    -------------

Total assets ........................................   $ 109,372,857    $ 134,301,609
                                                        =============    =============
</TABLE>



                                                        (continued on next page)


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>
<CAPTION>

                                                              2001             2000
                                                              ----             ----

       Liabilities and Partners' Equity

<S>                                                      <C>              <C>
Notes payable - non-recourse .........................   $  29,698,082    $  43,974,238
Note payable - recourse ..............................      21,286,774       25,250,812
Accounts payable - General Partner and affiliates ....       3,895,849           59,122
Security deposits, deferred credits and other payables       1,580,461        1,056,953
Minority interest in joint venture ...................          48,454           43,492
                                                         -------------    -------------
                                                            56,509,620       70,384,617

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................        (320,631)        (217,868)
   Limited partners (988,649 and 989,588 units
     outstanding, $100 per unit original issue price)       53,183,868       64,134,860
                                                         -------------    -------------

     Total partners' equity ..........................      52,863,237       63,916,992
                                                         -------------    -------------

Total liabilities and partners' equity ...............   $ 109,372,857    $ 134,301,609
                                                         =============    =============

</TABLE>



















See accompanying notes to consolidated financial statements.


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

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

                                                           2001            2000           1999
                                                           ----            ----           ----
Revenues

<S>                                                   <C>             <C>            <C>
   Finance income .................................   $  4,861,097    $ 14,141,735   $ 17,905,134
   Rental income ..................................      2,711,700            --             --
   Income from leveraged leases ...................      2,075,504       2,620,312      1,433,503
   Net gain on sales of equipment and investments .        371,381         622,723        115,427
   (Loss) income from investments in unconsolidated
     joint ventures ...............................       (552,951)        500,662         85,660
   Interest income and other ......................        311,870         193,612         32,533
                                                      ------------    ------------   ------------

   Total revenues .................................      9,778,601      18,079,044     19,572,257
                                                      ------------    ------------   ------------

Expenses

   Interest .......................................      3,959,897       5,583,372      8,833,011
   Depreciation expense ...........................      2,040,722            --             --
   Management fees - General Partner ..............      1,958,755       3,378,163      3,066,929
   General and administrative expense .............        979,905         970,890        642,961
   Administrative expense
     reimbursements - General Partner .............        661,519       1,268,398      1,158,866
   Amortization of initial direct costs ...........        907,858       1,814,617      2,151,154
   Minority interest expense ......................         43,952           5,035          4,900
   (Reversal of) provision for bad debts ..........       (500,000)        400,000        200,000
                                                      ------------    ------------   ------------

   Total expenses .................................     10,052,608      13,420,475     16,057,821
                                                      ------------    ------------   ------------

Net (loss) income .................................   $   (274,007)   $  4,658,569   $  3,514,436
                                                      ============    ============   ============

Net (loss) income allocable to:
   Limited partners ...............................   $   (271,267)   $  4,611,983   $  3,479,291
   General Partner ................................         (2,740)         46,586         35,145
                                                      ------------    ------------   ------------

                                                      $   (274,007)   $  4,658,569   $  3,514,436
                                                      ============    ============   ============

Weighted average number of limited
   partnership units outstanding ..................        989,112         989,929        992,719
                                                      ============    ============   ============

Net (loss) income per weighted average
   limited partnership unit .......................   $       (.27)   $       4.66   $       3.50
                                                      ============    ============   ============

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>
<CAPTION>

                                   Limited Partner Distributions

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

Balance at
<S>                                   <C>            <C>          <C>           <C>         <C>
   December 31, 1998                                              $ 77,825,682  $  (84,234) $ 77,741,448

Limited partnership units
   redeemed (6,232 units)                                             (425,558)         -       (425,558)

Cash distributions to partners        $  7.25       $  3.50        (10,677,316)   (107,872)  (10,785,188)

Net income                                                           3,479,291      35,145     3,514,436
                                                                  ------------  ----------  ------------

Balance at
   December 31, 1999                                                70,202,099    (156,961)   70,045,138

Limited partnership units
   redeemed (650 units)                                                (37,811)         -        (37,811)

Cash distributions to partners        $  6.09       $  4.66        (10,641,411)   (107,493)  (10,748,904)

Net income                                                           4,611,983      46,586     4,658,569
                                                                  ------------  ----------  ------------

Balance at
   December 31, 2000                                                64,134,860    (217,868)   63,916,992

Limited partnership units
    Redeemed (939 units)                                               (47,009)          -       (47,009)

Cash distributions to partners        $ 10.75        $ -           (10,632,716)   (100,023)  (10,732,739)

Net (loss)                                                            (271,267)     (2,740)     (274,007)
                                                                  ------------  ----------  ------------

Balance at
    December 31, 2001                                             $ 53,183,868  $ (320,631) $ 52,863,237
                                                                  ============  ==========  ============

</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

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

                                                                  2001            2000            1999
                                                                  ----            ----            ----
Cash flows from operating activities:
<S>                                                           <C>             <C>             <C>
   Net (loss) income ......................................   $   (274,007)   $  4,658,569    $  3,514,436
                                                              ------------    ------------    ------------
   Adjustments to reconcile net (loss) income to
     net cash (used in) provided by operating activities:
     Gain on sales of equipment ...........................       (371,381)       (622,723)       (115,427)
     Finance income portion of receivables
       paid directly to lenders by lessees ................     (3,938,196)     (7,443,380)    (14,857,847)
     Rental income paid directly to lender by leasee ......     (2,711,700)           --              --
     Amortization of initial direct costs .................        907,858       1,814,657       2,151,154
     Depreciation expense .................................      2,040,722            --              --
     (Reversal of) provision for bad debts ................       (500,000)        400,000         200,000
     Interest expense on non-recourse
       financings paid directly by lessees ................      3,193,787       4,632,496       8,216,602
     Income from leveraged leases .........................     (2,075,504)     (2,620,312)     (1,433,503)
     Loss (income) from investments in joint ventures .....        552,951        (500,662)        (85,660)
     Minority interest expense ............................         43,952           5,035           4,900
     Changes in operating assets and liabilities                 2,196,698         662,916       2,787,784

                                                              ------------    ------------    ------------

         Total adjustments ................................       (660,813)     (3,671,973)     (3,131,997)
                                                              ------------    ------------    ------------

       Net cash (used in) provided by operating activities        (934,820)        986,596         382,439
                                                              ------------    ------------    ------------
Cash flows from investing activities:
   Proceeds from the sales of equipment ...................      7,771,021       4,516,096            --
   Proceeds from sale of minority interests in consolidated
     joint venture ........................................      3,273,407       2,250,000            --
   Distributions received from joint ventures .............        255,047      10,116,067         570,896
   Investments in joint ventures ..........................           (283)     (1,220,286)       (108,364)
   Reacquisition of minority interest
     in consolidated joint venture ........................           --        (2,362,500)           --
   Equipment purchased ....................................           --              --          (677,632)
   Proceeds from sale of interests in unconsolidated
     joint venture ........................................           --              --         4,750,000
   Investment in leveraged leases .........................           --              --        (8,553,492)
                                                              ------------    ------------    ------------

       Net cash provided by (used in) investing activities      11,299,192      13,299,377      (4,018,592)
                                                              ------------    ------------    ------------

</TABLE>


                                                        (continued on next page)



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows (continued)

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

                                                                   2001          2000            1999
                                                                   ----          ----            ----

Cash flows from financing activities:
<S>                                                             <C>             <C>            <C>
   Proceeds from non-recourse debt .......................      2,111,726       2,376,033      14,010,000
   Principal payments on notes payable - non-recourse ....        (77,320)       (712,042)       (548,659)
   Proceeds from recourse debt ...........................           --         5,738,395       5,000,000
   Principal payments on notes payable - recourse debt ...     (4,369,065)    (10,505,763)     (2,825,471)
   Cash distributions to partners ........................    (10,732,739)    (10,748,904)    (10,785,188)
   Redemption of Limited Partnership units ...............        (47,009)        (37,811)       (425,558)
                                                             ------------    ------------    ------------

       Net cash (used in) provided by financing activities    (13,114,407)    (13,890,092)      4,425,124
                                                             ------------    ------------    ------------

Net (decrease) increase in cash and cash equivalents .....     (2,750,035)        395,881         788,971

Cash and cash equivalents at beginning of year ...........      5,083,906       4,688,025       3,899,054
                                                             ------------    ------------    ------------

Cash and cash equivalents at end of year .................   $  2,333,871    $  5,083,906    $  4,688,025
                                                             ============    ============    ============

</TABLE>
























See accompanying notes to consolidated financial statements.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                      Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information

     Interest  expense of  $3,959,897,  $5,583,372  and $8,833,011 for the years
ended  December  31,  2001,  2000 and 1999  consisted  of:  interest  expense on
non-recourse  financings  paid or accrued to lenders by lessees and  interest on
loans  not  payable   currently  of  $3,193,787,   $4,632,496  and   $8,216,602,
respectively,   and  other   interest  of  $766,110,   $950,876  and   $616,409,
respectively.

     For the years ended December 31, 2001, 2000 and 1999,  non-cash  activities
included the following:
<TABLE>
<CAPTION>

                                                                2001           2000            1999
                                                                ----           ----            ----
Principal and interest on
<S>                                                        <C>              <C>             <C>
   finance receivables paid directly
   to lenders by lessees ...............................   $ 14,680,923    $ 30,849,889    $ 29,448,407
Rental income assigned operating lease receivable ......      2,711,700            --              --
Principal and interest on non-recourse
   financings paid directly to lenders
   by lessees ..........................................    (17,392,623)    (30,849,889)    (29,448,407)

Decrease in investment in finance leases due
   to terminations .....................................           --              --          (552,002)
Decrease in notes payable non-recourse
   due to terminations .................................           --              --           552,002

Decrease in investments in finance leases and
   financings due to contribution to
   unconsolidated joint ventures .......................           --              --       (25,605,165)
Decrease in notes payable non-recourse related to leases
   contributed to joint venture ........................           --              --        19,299,854
Increase in investments in
   unconsolidated joint ventures .......................           --              --         6,305,311
                                                           ------------    ------------    ------------

                                                           $       --      $       --      $       --
                                                           ============    ============    ============
</TABLE>

                                                                 2001
                                                                 ----
Transfer of investment in finance
   leases to investment in operating leases                  $25,007,721
                                                             ===========

Transfer of investment in operating leases, net of
   accumulated depreciation, to equipment held for
   sale or lease                                             $18,769,730
                                                             ===========



<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                          Notes to Financial Statements

                                December 31, 2001

1.   Organization

     ICON Cash Flow Partners L.P. Seven (the  "Partnership"),  was formed on May
23, 1995 as a Delaware limited partnership.  The Partnership's  maximum offering
was $100,000,000.  The Partnership  commenced business operations on its initial
closing  date,  January  19,  1996  with  the  admission  of  26,367.95  limited
partnership  units  at  $100  per  unit   representing   $2,636,795  of  capital
contributions.  From  January 19,  1996  through  September  16, 1998 (the final
closing date) 973,628.86 additional units were admitted representing $97,362,886
of capital  contributions  bringing  the total  admission  to  999,996.81  units
aggregating  $99,999,681  in capital  contributions.  The  Partnership  redeemed
11,348  limited  partnership  units during the years 1997 through 2001,  leaving
988,649 limited partnership units outstanding at December 31, 2001.

     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 1/2% of the gross  proceeds  received  from the sale of the units.
Such offering expenses aggregated $13,499,957,  including $5,499,981 paid to the
General  Partner or its  affiliates,  and such costs were  charged  directly  to
limited partners' equity.

     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 a 10% per
annum cumulative return,  compounded daily, 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 generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the date of the financial  statements  and revenues and expenses
during the reporting  period.  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.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiary. All inter-company accounts
and  transactions  have  been  eliminated.  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.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties  as  finance  leases,   leveraged   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. The Partnership's net investment in leveraged leases consists of minimum
lease payments receivable,  the estimated  unguaranteed  residual values and the
initial  direct  costs  related to the leases,  net of the  unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as  income  from  leveraged  leases  over the life of the lease at a
constant rate of return on the positive net  investment.  For operating  leases,
equipment is recorded and depreciated on the straight-line method over the lease
term to their estimated fair market values at lease terminations.  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 and leverage  leases are  capitalized and
are amortized over the terms of the related leases using the interest method.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
doubtful  accounts to provide for estimated credit losses in the portfolio.  The
allowance  for  doubtful  accounts is based on an analysis  of  delinquency,  an
assessment  of overall  risk and a review of  historical  loss  experience.  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 for or written off
when the analysis indicates that the probability of collection of the account is
remote.

     Equipment Held For Sale Or Lease - As of December 31, 2001, the partnership
had five  vessels  that came off lease in 2001.  The  vessels  are  recorded  at
original   equipment  cost  less  accumulated   depreciation,   subject  to  the
Partnership's impairment policy discussed below.

     Investments in Estimated  Unguaranteed  Residual Values - In July 1997, the
Partnership  purchased  options to acquire the interests in three Boeing 737-300
aircraft.  The  Partnership  exercised  its  options and became the owner of the
future estimated unguaranteed  residuals.  The assets are carried at cost (which
is equal to or less than market value), subject to the Partnership's  impairment
policy  discussed  below,  until sale of the equipment,  at which time a gain or
loss will be recognized on each transaction.  No income will be recognized until
the underlying equipment is sold.



<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     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 release or resale of the equipment.

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting Standards ("SFAS") No. 107,  "Disclosures About Fair Values
of  Financial  Instruments,"  requires  disclosures  about  the  fair  value  of
financial instruments, except for lease related instruments. Separate disclosure
of fair value  information  as of December 31, 2001 and 2000 with respect to the
Company's  assets and liabilities is not provided  because (i) SFAS No. 107 does
not require  disclosures  about the fair value of lease  arrangements,  (ii) the
carrying value of financial assets,  other than lease related  investments,  and
certain  payables  approximates  market  value and (iii) fair value  information
concerning   certain   recourse  and  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 rate.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  6,232 units during 1999,  650 units in 2000 and 939
units in 2001.  The redemption  amounts are  calculated  following the specified
redemption formula in accordance with the Partnership Agreement.  Redeemed 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  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 made as the liability
for such taxes is that of each of the partners rather than the Partnership.

     Reclassifications - Certain items have been reclassified to conform with
the 2001 presentation.

     New Accounting  Pronouncement - 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



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

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.  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.  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.

3.   Investments in Joint Ventures

     The Partnership and affiliates  formed nine joint ventures  discussed below
for the purpose of acquiring and managing various assets.

     The joint ventures  described below are majority owned and are consolidated
with the Partnership.

ICON Cash Flow Partners L.L.C. III

     On December 31, 1996,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III
("ICON  Cash Flow LLC  III"),  for the  purpose of  acquiring  and  managing  an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $11,429,751.  The lease is a leveraged lease
and the lease term expires in March 2003 (see Note 5). Profits,  losses,  excess
cash and  disposition  proceeds are allocated 99% to the  Partnership  and 1% to
Series E. The Partnership's  financial statements include 100% of the assets and
liabilities  and 100% of the  revenue  and  expenses  of ICON Cash Flow LLC III.
Series E's  investment in ICON Cash Flow LLC III has been  reflected as minority
interest  in joint  venture on the  consolidated  balance  sheets  and  minority
interest expense on the consolidated statements of operations.

Seacor Joint Ventures

     On July 13, 2001, the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Eight B ("Fund Eight B"), formed three joint ventures known as "ICON/Janson
Graham LLC,"  ICON/Pearl  Graham LLC" and "ICON Amanda Graham LLC", the three of
which are referred to  collectively as the "Seacor Joint  Ventures".  L.P. Seven
contributed three offshore supply vessels with a net book and approximate market
value of  $7,595,271,  and Fund Eight B contributed  $3,273,407 in cash into the
Seacor Joint  Ventures.  The  Partnership  and Fund Eight B received  69.88% and
30.12%  ownership  interests,  respectively,  in the Seacor Joint  Ventures as a
result of these contributions.

     Fund  Eight B had the right  during  the  first  year of the  Seacor  Joint
Venture to sell any of the three  interests  back to the  Partnership at a price
equal to 110% of its outstanding  investment balance for any vessel that did not
generate  rental  revenue  for a three  month  period.  All three  vessels  were
off-lease for part of the third  quarter and all of the fourth  quarter of 2001.
On December 31, 2001,  Fund Eight B exercised its right and sold its interest in
the Seacor Joint  Venture back to the  Partnership  for the  aggregate  price of
$3,644,700,  which  amount is included on the balance  sheet as of December  31,
2001 under the caption  Accounts  payable - General Partner and affiliates.  The
Partnership  recognized  a loss of $327,341  on the  repurchase  and  recognized
$43,953 as minority interest expense during the life of the joint venture.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

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

ICON Receivables 1997-A L.L.C.

     In March 1997,  Series E, and affiliates,  ICON Cash Flow Partners L.P. Six
("L.P.  Six") and ICON Cash Flow Partners L.P. Series D ("Series D") contributed
and  assigned  equipment  lease and finance  receivables  and  residuals to ICON
Receivables 1997-A L.L.C. ("1997-A").  In September 1997, Series E, L.P. Six and
the Partnership  contributed and assigned additional equipment lease and finance
receivables and residuals to 1997-A.  As of December 31, 2001, the  Partnership,
Series E, L.P. Six and Series D own 19.97%, 31.19%, 31.03% and 17.81% interests,
respectively,  in 1997-A.  The  Partnership  accounts for its interest in 1997-A
under the equity method of accounting.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2001 and 2000 is  summarized
below:

                                          December 31, 2001   December 31, 2000

Assets                                     $     1,856,582     $   9,002,519
                                           ===============     =============

Liabilities                                $     1,707,445     $   6,848,927
                                           ===============     =============

Equity                                     $       149,137     $   2,153,592
                                           ===============     =============

Partnership's share of equity              $        29,783     $     581,197
                                           ===============     =============

                                             Year Ended           Year Ended
                                          December 31, 2001   December 31, 2000

Net loss                                   $    (2,004,455)    $    (661,929)
                                           ================    ==============

Partnership's share of net loss            $      (551,414)    $    (132,140)
                                           ===============     ==============

Distributions                              $       -           $     450,867
                                           ===============     =============

Partnership's share of distributions       $       -           $      90,016
                                           ===============     =============

     1997-A recorded a provision for bad debts of $1,825,000 and $850,000 during
the years ended December 31, 2001 and 2000, respectively.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

ICON Receivables 1997-B L.L.C.

     In  August  1997,  the  Partnership,  Series E and  L.P.  Six  formed  ICON
Receivables  1997-B L.L.C.  ("1997-B").  The Partnership,  Series E and L.P. Six
each  contributed  cash,  equipment  leases and residuals and received a 16.67%,
75.00% and 8.33% interest, respectively, in 1997-B. The Partnership accounts for
its investment in 1997-B under the equity method of accounting.

     Information  as to the  financial  position  and results of  operations  of
1997-B as of and for the years ended  December  31, 2001 and 2000 is  summarized
below:

                                        December 31, 2001    December 31, 2000

Assets                                    $     8,265,689     $    18,324,933
                                          ===============     ===============

Liabilities                               $     7,876,692     $    16,068,825
                                          ===============     ===============

Equity                                    $       388,997     $     2,256,108
                                          ===============     ===============

Partnership's share of equity             $        64,847     $       376,094
                                          ===============     ===============

                                            Year Ended          Year Ended
                                         December 31, 2001   December 31, 2000

Net (loss) income                         $    (1,867,111)    $       420,423
                                          ===============     ===============

Partnership's share of net (loss) income  $      (311,247)    $        70,085
                                          ===============     ===============

Distributions                             $        -          $       148,578
                                          ===============     ===============

Partnership's share of distributions      $        -          $        24,768
                                          ===============     ===============

     1997-B recorded a provision for bad debts of $2,162,304 and $500,000 during
the years ended December 31, 2001 and 2000, respectively.

ICON Boardman Funding L.L.C.

     In December  1998, the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series  C"),  L.P. Six and ICON Income Fund Eight A
L.P. ("Fund Eight A"), formed ICON Boardman Funding L.L.C.  ("ICON BF"), for the
purpose of acquiring a lease for 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. Seven,
and Fund Eight A received a .5%, .5%, .5% and 98.5% interest,  respectively,  in
ICON BF. The Partnership accounts for its investment in ICON BF under the equity
method of accounting.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     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 $283.  The remaining  venturers'
shares in ICON BF at December 31, 2001 were .5025%,  .5025%, and 98.995% for the
Partnership, L.P. Six, and Fund Eight A respectively.

     Portland  General  Electric  ("PGE") is a wholly owned  subsidiary of Enron
Corporation   ("Enron"),   which   recently  filed  for  Chapter  11  bankruptcy
protection.  PGE has not filed for  bankruptcy.  While  Enron  owns all of PGE's
outstanding  common stock, PGE has its own 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 May 2002.

     Information as to the financial  position and results of operations of ICON
BF as of and for the years ended December 31, 2001 and 2000 is summarized below:

                                      December 31, 2001     December 31, 2000
                                      -----------------     -----------------

Assets                                $    24,855,375       $     26,274,686
                                      ===============       ================

Liabilities                           $    13,588,934       $     16,350,122
                                      ===============       ================

Equity                                $    11,266,441       $      9,924,564
                                      ===============       ================

Partnership's share of equity         $        56,614       $         49,618
                                      ===============       ================

                                         Year Ended             Year Ended
                                      December 31, 2001      December 31, 2000
                                      -----------------      -----------------

Net income                            $     1,341,877       $      1,063,978
                                      ===============       ================

Partnership's share of net income     $         6,713       $          5,320
                                      ===============       ================

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 Fund Eight A own
30.76%, 25.51% and 43.73% interests in AIC Trust, respectively.  The Partnership
accounts for its investment 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 installment on the note was collected
in January 2002.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to 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,  2001 and 2000 is  summarized
below:

                                         December 31, 2001   December 31, 2000
                                         -----------------   -----------------

Assets                                   $     3,849,439     $     15,301,480
                                         ===============     ================

Liabilities                              $        -          $      8,543,026
                                         ===============     ================

Equity                                   $     3,849,439     $      6,758,454
                                         ===============     ================

Partnership's share of equity            $     1,184,087     $      2,089,828
                                         ===============     ================

                                        For the Year Ended  For the Year Ended
                                         December 31, 2001   December 31, 2000
                                         -----------------   -----------------

Net (loss) income                        $    (2,687,696)    $        529,585
                                         ===============     ================

Partnership's share of net (loss) income $      (837,663)    $        162,900
                                         ===============     ================

Distributions                            $       829,150     $           -
                                         ===============     ================

Partnership's share of distributions     $       255,047     $           -
                                         ===============     ================

ICON Aircraft 24846, LLC

     In 2000, the Partnership and two affiliates, Fund Eight A and Fund Eight B,
formed ICON  Aircraft  24846 for the purpose of  acquiring an  investment  in an
aircraft  leased to a commercial  airline for a purchase  price of  $44,515,416,
which  was  funded  with  cash  of  $2,241,371  and  non-recourse  debt  of  the
$42,274,045.  The rents and the aircraft have been assigned to the  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,  Fund  Eight A 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 Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Aircraft 24846 as of and for the year ended December 31, 2001 and as of December
31,  2000  and for  the  period  of  investment  through  December  31,  2000 is
summarized below:

                                  December 31, 2001     December 31, 2000

Assets                            $     41,952,008       $    44,450,734
                                  ================       ===============

Liabilities                       $     38,945,109       $    42,193,269
                                  ================       ===============

Equity                            $      3,006,899       $     2,257,465
                                  ================       ===============

Partnership's share of equity     $         60,138       $        45,149
                                  ================       ===============

                                                       Period of Investment
                                 For the Year Ended           Through
                                  December 31, 2001      December 31, 2000
                                  -----------------      -----------------

Net income                        $        749,435       $        16,100
                                  ================       ===============

Partnership's share net           $         14,989       $           322
 of income                        ================       ===============

ICON Cheyenne LLC

     In December  2000, the  Partnership  and three  affiliates,  L.P. Six, Fund
Eight A 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  term  leases.  The leases  expire on various  dates  through
September  2006. The  Partnership,  L.P. Six, Fund Eight A and Fund Eight B have
ownership  interests  of 10.31%,  1%,  1.0% and  87.69%,  respectively,  in ICON
Cheyenne. The Partnership accounts for its investment under the equity method of
accounting.




<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Cheyenne as of and for the year ended  December  31, 2001 and as of December 31,
2000 and for the period of  investment  through  December 31, 2000 is summarized
below:

                                     December 31, 2001     December 31, 2000

Assets                               $     23,869,671       $    29,705,716
                                     ================       ===============

Liabilities                          $     11,145,506       $    18,304,565
                                     ================       ===============

Equity                               $     12,724,165       $    11,401,151
                                     ================       ===============

Partnership's share of equity        $      1,311,861       $     1,175,459
                                     ================       ===============

                                                          Period of Investment
                                    For the Year Ended           Through
                                     December 31, 2001      December 31, 2000
                                     -----------------      -----------------

Net income                           $      1,323,014       $        -
                                     ================       ===============

Partnership's share of net income    $        136,402       $        -
                                     ================       ===============

North Sea (Connecticut) Limited Partnership

     In 2000,  a joint  venture,  North Sea  (Connecticut)  Limited  Partnership
(North  Sea),  in  which  the  Partnership  is a 50%  Class C  limited  partner,
exercised  its  option  to  acquire a  drilling  rig and  leased  the rig to the
operator.  The lease was then  discounted on a non recourse basis, at a bank and
the proceeds  were used to pay for the  exercise of the option,  with the excess
loan proceeds of  $20,002,566  distributed to the joint  venturers  ($10,001,283
represented  the  Partnership's  50% share).  The other joint  venturers are not
affiliates.  In 2000, the Partnership  reflected its pro rata share of the lease
and related debt on its balance sheet.  However,  during 2001,  upon  subsequent
review,  the transaction  was  reclassified as an investment in a joint venture.
Amounts in the prior  year's  financial  statements  have been  reclassified  to
reflect the current year's presentation. Neither the net income recorded in 2000
nor  the  amount  of  equity  at  December   31,   2000  was   affected  by  the
reclassification.

     The  Partnership has guaranteed an amount between the stipulated loss value
provided for in the financing and the loan balance. The maximum amount for which
the Partnership is contingently liable at December 31, 2001 under such guarantee
was approximately $156,000.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     The  distribution  received from the  Partnership  in 2000 in the amount of
$10,001,283   is  reflected  as  a  reduction  in  the  carrying  value  of  the
Partnership's investment in the joint venture.

     Information as to the financial position and results of operations of North
Sea as of and for the  years  ended  December  31,  2001 and 2000 is  summarized
below:

                                          December 31, 2001   December 31, 2000

Assets                                    $     11,169,465    $     11,834,594
                                          ================    ================

Liabilities                               $     25,450,283    $     28,143,812
                                          ================    ================

Partners' deficit                         $    (14,280,818)   $    (16,309,218)
                                          ================    ================

Partnership's share of equity (deficit)   $        407,090    $       (607,110)
                                          ================    ================

                                                Year Ended        Year Ended
                                           December 31, 2001  December 31, 2000

Net income                                $      2,028,400    $        788,349
                                          ================    ================

Partnership's share of net income         $      1,014,200    $        394,175
                                          ================    ================

Distributions                             $         -         $     20,002,566
                                          ================    ================

Partnership's share of distributions      $         -         $     10,001,283
                                          ================    ================

     In March  2000,  L.P.  Seven had formed a joint  venture for the purpose of
owning the investment in North Sea.

     L.P. Seven contributed its investment to the joint venture. Simultaneously,
L.P. Six acquired an interest in this joint venture for  $2,250,000.  No gain or
loss was recognized by the  Partnership at that time.  L.P. Six had the right to
put its interest in the joint venture back to L.P. Seven at any time on or after
September 15, 2000 for 110% of the purchase price. The Partnership had the right
to repurchase  the interest in the joint venture from L.P. Six at any time prior
to September 15, 2000 for an amount equal to 105% of L.P. Six's purchase  price,
which right it exercised in the third quarter 2000. As a result, the Partnership
recognized a loss on the repurchase of its investment of $112,500.

4.   Investments in Estimated Unguaranteed Residual Values

     In July  1997,  the  Partnership  entered  into an  option to  acquire  the
residual  interests  in three  Boeing  737-300  aircraft  currently  on lease to
Continental  Airlines.  The Partnership  subsequently  exercised its options and
became the owner of the future estimated  unguaranteed  residuals.  The residual
investments  cost  $20,811,758  and the leases for each  aircraft  expire in the
fourth quarter of 2003.


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

5.   Net Investment in Leveraged Leases

     In August 1996, the Partnership acquired,  subject to a leveraged lease, an
interest  in an  aircraft  on lease with  Federal  Express.  The  aircraft  is a
McDonnell  Douglas  DC-10-30F built in 1986, and the lease expires in July 2004.
The purchase price was $40,973,585.

     In December 1996, the  Partnership  and an affiliate (see Note 3) acquired,
subject to a leveraged  lease, an aircraft on lease with  Continental  Airlines,
Inc. The aircraft is a McDonnell  Douglas  DC-10-30 built in 1976, and the lease
expires in March 2003. The purchase price was $11,429,751.

     The  net  investment  in the  leveraged  leases  as of  December  31,  2001
consisted of the following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt)          $10,002,727
      Estimated unguaranteed residual values                   22,700,000
      Initial direct costs                                        335,456
      Unearned income                                          (5,747,283)
                                                              -----------
                                                              $27,290,900
                                                              -----------


     During 2001, the Company reduced the estimated  unguaranteed residual value
of one of the aircraft as a result of a recent appraisal which indicated a lower
value at lease termination than initially estimated.

     Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 2001 are  $19,731,077  while the related  principal and interest on
non-recourse  debt is $9,728,350  at December 31, 2001.  Such amounts are due as
follows:

                               Rents Due        Debt Payments
                               ---------        -------------
                  2002        $ 7,742,360        $7,742,360
                  2003          6,178,357         1,985,990
                  2004          5,810,360              -
                              -----------        ----------

                              $19,731,077        $9,728,350
                              ===========        ==========



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

6.   Investment in Operating Leases

     The investment in operating lease at December 31, 2001 consisted of the
following:

                                                                   2001
                                                                   ----
Equipment cost, beginning of year                              $     -

Transfer of investment in finance leases
   to operating leases                                           25,007,721

Transfer of operating lease equipment to equipment
   held for sale or lease                                       (20,459,183)
                                                               ------------

Equipment cost, end of year                                       4,548,538
                                                               ------------

Accumulated depreciation, beginning of year                           -

Depreciation expense                                             (2,040,722)

Transfer of accumulated depreciation to equipment
   held for sale or lease                                         1,689,453
                                                               ------------

Accumulated depreciation, end of year                              (351,269)
                                                               ------------

Investment in operating lease, end of year                     $  4,197,269
                                                               ============

     The  investment  in operating  leases  consisted of six vessels  which were
originally on lease to Seacor and were  classified as finance  leases from their
acquisition in 1997 until 2001 when the finance leases expired. The vessels were
then released on a short term basis and reclassified as operating leases. In the
second half of 2001 five of the six  vessels  were  returned by the lessee.  The
sixth vessel remains on a month to month charter. At December 31, 2001, the five
returned vessels were classified as equipment held for sale or lease.

7.   Finance Lease Receivables

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

                           Year                     Amount

                           2002                $    9,335,375
                           2003                     1,001,193
                           2004                       372,500
                                               --------------

                                               $   10,709,068



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

8.   Allowance for Doubtful Accounts

     The allowance for doubtful  accounts  related to the investments in finance
leases  and  other  receivables  included  in  other  assets  consisted  of  the
following:

                                    Finance         Other
                                     Leases      Receivables       Total

Balance at December 31, 1998 ..   $   868,450    $     8,771   $   877,221

Provision for bad debts .......       199,160            840       200,000
                                  -----------    -----------   -----------

Balance at December 31, 1999 ..     1,067,610          9,611     1,077,221

Provision for bad debts .......       400,000           --         400,000
                                  -----------    -----------   -----------

Balance at December 31, 2000 ..     1,467,610          9,611     1,477,221

Reversal of previous provisions
  for bad debts ...............      (500,000)          --        (500,000)

Writeoffs .....................       (61,236)          --         (61,236)
                                  -----------    -----------   -----------

Balance at December 31, 2001 ..   $   906,374    $     9,611   $   915,985
                                  ===========    ===========   ===========

9.   Notes Payable

     Notes payable  consists of  non-recourse  notes payable of $29,698,082  and
recourse notes payable of  $21,286,774,  of which  $20,642,483 is secured by the
Partnership's  investment in estimated  unguaranteed  residuals (see Note 4) and
$644,291 relates to line of credit agreements  discussed below. The non-recourse
notes are secured by leased equipment,  bear interest at rates ranging from 6.5%
to 9.4% and mature as follows:

                    Notes Payable       Note Payable
Year                Non-Recourse          Recourse          Total

2002                $ 11,533,009        $   644,291      $12,177,300
2003                   3,467,344         20,642,483       24,109,827
2004                  14,697,729            -             14,697,729
                    ------------        -----------      -----------

                    $ 29,698,082        $21,286,774      $50,984,856
                    ============        ===========      ===========


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     The  Partnership  entered into a $5,000,000  line of credit  agreement (the
"Facility")  with a bank in 1998 which is secured  by  certain  receivables  and
residuals  and accrues  interest at prime  (4.75% at December 31, 2001) plus one
half percent.  At December 31, 2001, the  Partnership  had $543,981  outstanding
under the Facility.  The Facility expires in December 2002 and is renewable on a
bi-annual basis.

     The Partnership entered into a $7,500,000 recourse line of credit agreement
(the  "Second  Facility")  with  another  bank in June 2000  which is secured by
certain  receivables  and  residuals  and accrues  interest at the rate of prime
(4.75% at December  31,  2001) plus one  percent.  At  December  31,  2001,  the
Partnership  had  $100,310  outstanding  under the Second  Facility.  The Second
Facility expires in August 2002 and is renewable annually.

10.  Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 2001,  2000 and 1999
were as follows:

                                                          Charged to
                                        Capitalized       Operations

Management fees .....................   $     --          $3,066,929
Administrative expense reimbursements         --           1,158,866
                                        ----------        ----------

Year ended December 31, 1999 ........   $     --          $4,225,795
                                        ==========        ==========

Management fees .....................   $     --          $3,378,163
Acquisition fees ....................      495,732              --
Administrative expense reimbursements         --           1,268,398
                                        ----------        ----------

Year ended December 31, 2000 ........   $  495,732        $4,646,561
                                        ==========        ==========

Management fees .....................   $     --          $1,958,755
Administrative expense reimbursements         --             661,519
                                        ----------        ----------

Year ended December 31, 2001 ........   $     --          $2,620,274
                                        ==========        ==========

     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General  Partner  management  fees based on a  percentage  of  rentals  received
directly or through joint ventures  (ranging from 1% to 7%) and acquisition fees
based on the value of  transactions  (3%). 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  had  investments  in  nine  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  See  Note  3 for  additional
information relating to the joint ventures.



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

11.  Tax Information (Unaudited)

     The following  table  reconciles net (loss) income for financial  reporting
purposes to loss for federal  income tax purposes  for the years ended  December
31, 2001, 2000 and 1999:
<TABLE>
<CAPTION>

                                            2001           2000             1999
                                            ----           ----             ----

Net (loss) income
<S>                                    <C>             <C>             <C>
  per financial statements .........   $   (274,007)   $  4,658,569    $  3,514,436

Differences due to:
  Direct finance leases ............     13,063,864      23,809,930      18,112,472
  Depreciation .....................    (23,786,000)    (36,903,785)    (34,162,751)
  (Reversal of) provision for losses       (500,000)        400,000         200,000
  Loss (gain) on sale of equipment .     (2,088,097)      1,020,325        (905,600)
  Other ............................        943,199        (213,838)      5,487,465
                                       ------------    ------------    ------------
Partnership loss for
 federal income tax purposes .......   $(12,641,041)   $ (7,228,799)   $ (7,753,978)
                                       ============    ============    ============
</TABLE>

     As of December 31, 2001,  the partners'  capital  accounts  included in the
financial  statements  totaled  $52,863,237  compared to the  partners'  capital
accounts  for federal  income tax  purposes  of  $21,988,098  (unaudited)  as of
December 31, 2001. The difference arises primarily from commissions  reported as
a reduction in the partners' capital accounts for financial  reporting  purposes
but not for federal income tax purposes,  and temporary  differences  related to
direct finance leases, depreciation and provision for losses.



<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued



12.  Quarterly Financial Data (Unaudited)

     The following table is a summary of financial data by quarter for the years
ended December 31, 2001 and 2000:
<TABLE>
<CAPTION>

                                                              For the Quarters Ended
                                     ---------------------------------------------------------------

                                         March 31,        June 30,       September 30,  December 31,
                                         --------         -------        ------------   -----------
2001
<S>                                  <C>              <C>              <C>              <C>
Revenues (1) .....................   $    3,126,104   $    2,744,266   $    4,194,989   $  (286,758)
                                     ==============   ==============   ==============   ===========

Net income allocable to
  limited partners ...............   $      219,631   $      154,463(2)$    1,174,870(3)$(1,820,231)(4)
                                     ==============   ==============   ==============   ===========

Net income per weighted
  average limited partnership unit   $          .22   $          .16   $         1.19   $     (1.84)
                                     ==============   ==============   ==============   ===========
2000

Revenues (1) .....................   $    4,760,082   $    5,188,013   $    5,633,804   $ 2,497,145
                                     ==============   ==============   ==============   ===========

Net income allocable to
  limited partners ...............   $      996,463   $    1,475,474   $    1,733,815   $   406,231
                                     ==============   ==============   ==============   ===========

Net income per weighted
  average limited partnership unit   $         1.01   $         1.49   $         1.75   $       .41
                                     ==============   ==============   ==============   ===========
</TABLE>

(1)  Revenues reflect the reclassifications discussed in note 3.

(2)  Includes  approximately  $460,000  of losses  in the  second  quarter  from
     investments in joint ventures.

(3)  Includes gains on sales of equipment of  approximately  $460,000 and rental
     income in excess of related  depreciation of approximately  $620,000 on six
     vessels under short term operating leases.

(4)  Includes  approximately  $1.1 million of losses in the fourth  quarter from
     investments  in two  joint  ventures  as well as  depreciation  expense  of
     $671,215 and storage and  insurance  costs of $131,822 with respect to five
     vessels which were off lease in the fourth quarter of 2001 and thus did not
     generate any rental revenue during such period.  These items were partially
     offset by a $500,000 reversal of provision for bad debts.


<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

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

     None

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 55, 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 41, 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 Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Thomas W. Martin,  age 48, 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 years ended December, 31, 2001, 2000 and 1999.
<TABLE>
<CAPTION>

      Entity           Capacity        Type of Compensation            2001         2000         1999
      ------           --------        --------------------            ----         ----         ----
<S>                  <C>               <C>                         <C>           <C>            <C>

ICON Capital Corp.  General Partner    Acquisition fees            $    -        $  495,732   $    -
ICON Capital Corp.  General Partner    Management fees               1,958,755    3,378,163    3,066,929
ICON Capital Corp.  General Partner    Administrative expense
                                         reimbursements                661,519    1,268,398    1,158,866
                                                                   -----------   ----------   ----------

                                                                   $ 2,620,274   $5,142,293   $4,225,795
                                                                   ===========   ==========   ==========
</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, 2002,  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.

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See Note 3 for a discussion  of the  Partnership's  related party
investments in joint ventures.


<PAGE>


                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

PART IV

Item 14.  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)  Form of  Dealer-Manager  Agreement  (Incorporated by reference to
               Exhibit 1.1 to Amendment No. 3 to Form S-1 Registration Statement
               No. 33-94458 filed with the Securities and Exchange Commission on
               November 9, 1995)

          (ii) Form of Selling Dealer  Agreement  (Incorporated  by reference to
               Exhibit 1.2 to Amendment No. 3 to Form S-1 Registration Statement
               No. 33-94458 filed with the Securities and Exchange Commission on
               November 9, 1995)

          (iii)Amended   and   Restated   Agreement   of   Limited   Partnership
               (Incorporated herein by reference to Exhibit A to Amendment No. 3
               to Form S-1  Registration  Statement No.  33-94458 filed with the
               Securities and Exchange Commission on November 9, 1995)

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 2001.

(c)  Exhibits

(d)  Unconsolidated Joint Venture Financial Statements

     ICON  Receivable  1997-A LLC - as of and for the years ended  December  31,
     2001 and 2000
     ICON Receivable 1997-B LLC-as of and for the year ended December 31, 2001
     ICON AIC Trust - as of and for the years ended  December 31, 2001 and 2000
     ICON Cheyenne LLC - as of and for the year ended December 31, 2001
     ICON North Sea (Connecticut)  Limited  Partnership - as of and for
     the year ended December 31, 2001





<PAGE>



                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001

                                   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 CASH FLOW PARTNERS L.P. Seven
                                  File No. 33-94458 (Registrant)
                                  By its General Partner, ICON Capital Corp.


Date: May 24, 2002                /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:  May 24, 2002               /s/ Beaufort J.B. Clarke
                                  ----------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  May 24, 2002               /s/ Paul B. Weiss
                                  ----------------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  May 24, 2002               /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>





                                                                  Exhibit 99

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                                December 31, 2001


Unconsolidated Joint Venture Financial Statements

ICON Receivable 1997-A LLC - as of and for the years ended December 31, 2001 and
2000
ICON Receivable 1997-B LLC - as of and for the year ended December 31, 2001
ICON AIC Trust - as of and for the years ended  December  31, 2001 and 2000
ICON Cheyenne  LLC - as of and for the year ended  December  31,  2001
ICON North Sea (Connecticut)  Limited  Partnership - as of and for the year
ended  December 31, 2001



<PAGE>









                         ICON Receivables 1997-A L.L.C.

                              Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


<PAGE>












                          INDEPENDENT AUDITORS' REPORT


The Members ICON Receivables 1997-A L.L.C.

We have  audited the  accompanying  balance  sheets of ICON  Receivables  1997-A
L.L.C.  (the  "Company")  as of  December  31,  2001 and 2000,  and the  related
statements of  operations,  changes in members'  equity,  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
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.

As  discussed  in Note 1, the  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

In our opinion,  the  consolidated  financial  statements  referred to the above
present  fairly,  in all  material  respects,  the  financial  position  of ICON
Receivables  1997-A L.L.C.  as of December 31 2001 and 2000,  and the results of
its operations and its cash flows for the years then ended,  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 Receivables 1997-A L.L.C.

                                 Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>


         Assets                                              2001           2000
         ------                                              ----           ----

<S>                                                      <C>            <C>
Cash .................................................   $   673,740    $   619,719
                                                         -----------    -----------

Investment in finance leases
   Minimum rents receivable ..........................     2,984,147      4,594,866
   Estimated unguaranteed residual values ............       269,211        565,788
   Unearned income ...................................      (134,914)      (354,592)
   Allowance for doubtful accounts ...................    (2,174,224)      (786,560)
                                                         -----------    -----------
                                                             944,220      4,019,502
                                                         -----------    -----------

Investment in financings
   Minimum rents receivable ..........................          --        4,570,567
   Unearned income ...................................          --         (245,371)
   Allowance for doubtful accounts ...................          --         (802,699)
                                                         -----------    -----------
                                                                --        3,522,497
                                                         -----------    -----------

Other assets .........................................       238,622        840,801
                                                         -----------    -----------

Total assets .........................................   $ 1,856,582    $ 9,002,519
                                                         ===========    ===========

         Liabilities and Members' Equity

Notes payable non-recourse ...........................   $ 1,157,730    $ 5,016,098
Security deposits, deferred credits and other payables       549,715      1,832,829
                                                         -----------    -----------

Total liabilities ....................................     1,707,445      6,848,927
                                                         -----------    -----------

Members' equity ......................................       149,137      2,153,592
                                                         -----------    -----------

Total liabilities and members' equity ................   $ 1,856,582    $ 9,002,519
                                                         ===========    ===========

</TABLE>











See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Operations

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

                                                       2001          2000
                                                       ----          ----

Revenue

<S>                                               <C>            <C>
  Finance income ..............................   $   465,049    $   960,903
  Interest income and other ...................        56,001        135,580
  Gain on remarketing of equipment ............        26,997        161,410
                                                  -----------    -----------

   Total revenues .............................       548,047      1,257,893
                                                  -----------    -----------

Expenses

  General and administrative and other expenses       531,747        450,902
  Interest expense ............................       195,755        618,920
  Provision for doubtful accounts .............     1,825,000        850,000
                                                  -----------    -----------
  Total expenses ..............................     2,552,502      1,919,822
                                                  -----------    -----------

Net loss ......................................   $(2,004,455)   $  (661,929)
                                                  ===========    ===========



</TABLE>






















See accompanying notes to financial statement.



<PAGE>


                         ICON Receivables 1997-A L.L.C.

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2001 and 2000

                                                                Total

Balance at December 31, 1999                                 $ 3,266,388
                                                             -----------

Net loss ...................                                    (661,929)

Distributions to members ...                                    (450,867)
                                                             -----------

Balance at December 31, 2000                                   2,153,592

Net loss ...................                                  (2,004,455)
                                                             -----------

Balance at December 31, 2001                                 $   149,137
                                                             ===========































See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Cash Flows

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

                                                                  2001           2000
                                                                  ----           ----

Cash flows from operating activities:
<S>                                                           <C>            <C>
   Net loss ...............................................   $(2,004,455)   $  (661,929)
                                                              -----------    -----------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
   Gain from the sale of finance leases ...................       (26,997)      (161,410)
   Provision for doubtful accounts ........................     1,825,000        850,000
   Changes in operating assets and liabilities:
     Collection of principal ..............................     4,476,202      5,518,901
     Other assets .........................................       602,179        349,534
     Security deposits, deferred credits and other payables    (1,283,114)       340,695
                                                              -----------    -----------

       Total adjustments ..................................     5,593,270      6,897,720
                                                              -----------    -----------

       Net cash provided by operating activities ..........     3,588,815      6,235,791
                                                              -----------    -----------

Cash flows from investing activities:
   Proceeds from the sales of equipment ...................       323,574      1,379,988
                                                              -----------    -----------

       Net cash provided by investing activities ..........       323,574      1,379,988
                                                              -----------    -----------

Cash flows from financing activities:
   Principal payments on notes payable non-recourse .......    (3,858,368)    (8,193,119)
   Distributions to members ...............................          --         (450,867)
                                                              -----------    -----------

       Net cash used in investing activities ..............    (3,858,368)    (8,643,986)
                                                              -----------    -----------

Net increase (decrease) in cash ...........................        54,021     (1,028,207)

Cash at the beginning of the year .........................       619,719      1,647,926
                                                              -----------    -----------

Cash at the end of the year ...............................   $   673,740    $   619,719
                                                              ===========    ===========

Supplemental information-interest paid ....................   $   194,555    $   640,625
                                                              ===========    ===========

</TABLE>








See accompanying notes to financial statement.


<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

1.   Organization

     ICON Receivables  1997-A L.L.C.  (the "Company"),  was formed in March 1997
and commenced  business  operations  in 1997.  In 1997,  ICON Cash Flow Partners
L.P.,  Series D ("Series D"), ICON Cash Flow Partners,  L.P.,  Series E ("Series
E"), ICON Cash Flow  Partners L.P. Six ("L.P.  Six") and ICON Cash Flow Partners
L.P. Seven ("L.P.  Seven") contributed and assigned equipment leases and finance
receivables and residuals to the Company.  The financial  statements reflect the
Company's  management  of such  contributed  assets.  Since its  formation,  the
Company has not entered into any new transactions other than owning and managing
the assets contributed for the benefit of the members. The Company is managed by
the General  Partner of the Company's  members.  The Company is winding down its
portfolio and will distribute  available cash to its members when all assets are
liquidated and all obligations are paid.

2.   Significant Accounting Policies

     Basis of Accounting and Presentation - The Company'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.  Actual results could differ from those
estimates.

     Leases - The Company's leases are accounted for as finance leases. As such,
the Company  recorded,  at the  inception of the lease,  the total minimum lease
payments receivable,  the estimated unguaranteed residual values 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.

     Investment in Financings - Investment in financings  represented  the gross
receivables  due from the  financing  of  equipment  less the  related  unearned
income.  The unearned  income was recognized as finance income over the terms of
the receivables using the interest method.

     Allowance  for  Doubtful  Accounts - The Company  records a  provision  for
doubtful  accounts to provide for estimated credit losses in the portfolio.  The
allowance  for  doubtful  accounts is based on an analysis  of  delinquency,  an
assessment  of overall  risk and a review of  historical  loss  experience.  The
Company's write-off policy is based on an analysis of the aging of the Company'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.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the members rather than the Company.



<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

     Impairment of Estimated Residual Values - The Company'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  assets 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 that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

     The  Company  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 Company from release or resale of the equipment.

     Effective  January 1, 2002, the Company  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 Company's  financial  position or
results of  operations  as the  provisions  of SFAS No.  144 are  similar to the
Company's current policy for impairment review.

3.   Finance Lease Receivables

     Non-cancelable minimum annual amounts due on finance leases at December 31,
2001 are as follows:

                   Year                 Amount

                   2002               $2,926,097
                   2003                   40,036
                   2004                   18,014
                                      ----------

                                      $2,984,147

     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2002.



<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

4.   Allowance for Doubtful Accounts

     The allowance for doubtful  accounts  related to the investments in finance
leases and  financings  consisted of the following:

                                         Finance
                                         Leases       Financings       Total

Balance at December 31, 1999 ......   $   101,122    $    66,788    $   167,910

    Recoveries on accounts
      previously written-off ......       274,938        296,411        571,349
    Provision for doubtful accounts       410,500        439,500        850,000
                                      -----------    -----------    -----------

Balance at December 31, 2000 ......       786,560        802,699      1,589,259

   Accounts written-off ...........      (437,336)      (802,699)    (1,240,035)
    Provision for doubtful accounts     1,825,000           --        1,825,000
                                      -----------    -----------    -----------

Balance at December 31, 2001 ......   $ 2,174,224    $      --      $ 2,174,224
                                      ===========    ===========    ===========

5.   Notes Payable

     The notes  payable are  non-recourse,  bear  interest at rates ranging from
6.435% to 6.95% and are secured by and payable from the  collections  of finance
lease receivables and proceeds from the sales of residuals.

6.       Other Assets

     Other assets include  amounts due from  affiliates of $241,380 and $263,700
at December 31, 2001 and 2000, respectively which represent amounts collected by
an affiliate on the Company's behalf.




<PAGE>











                         ICON Receivables 1997-B L.L.C.

                               Financial Statement

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>













                          INDEPENDENT AUDITORS' REPORT


The Partners ICON Receivables 1997-B L.L.C.

We have audited the accompanying balance sheet of ICON Receivables 1997-B L.L.C.
(the  "Company")  as  of  December  31,  2001,  and  the  related  statement  of
operations,  changes in members' equity, and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these 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.

As  discussed  in Note 1, the  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ICON Receivables 1997-B L.L.C.
as of December 31 2001, 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/KPMG LLP
                                    --------------------------------------------
                                    KPMG LLP


April 15, 2002
New York, New York



<PAGE>





                         ICON Receivables 1997-B L.L.C.

                                  Balance Sheet

                                December 31, 2001


          Assets

Cash ....................................             $   622,425
                                                      -----------

Investment in finance leases
   Minimum rents receivable .............               3,216,235
   Estimated unguaranteed residual values                 255,001
   Unearned income ......................                (145,673)
   Allowance for doubtful accounts ......              (1,098,719)
                                                      -----------
                                                        2,226,844

Investment in financings
   Receivables due in installments ......               6,783,818
   Unearned income ......................                (408,920)
   Allowance for doubtful accounts ......              (1,161,097)
                                                      -----------
                                                        5,213,801

Other assets ............................                 202,619
                                                      -----------

Total assets ............................             $ 8,265,689
                                                      ===========


         Liabilities and Members' Equity

Notes payable - non recourse ............             $ 6,982,448
Other liabilities .......................                 638,550
Due to affiliates .......................                 255,694
                                                      -----------

Total liabilities .......................               7,876,692
                                                      -----------

Members' equity .........................                 388,997
                                                      -----------

Total liabilities and members' equity ...             $ 8,265,689
                                                      ===========










See accompanying notes to financial statements.


<PAGE>


                         ICON Receivables 1997-B L.L.C.

                             Statement of Operations

                      For the Year Ended December 31, 2001


Revenue

   Finance income ......................   $ 1,154,382
   Interest income and other ...........        76,235
   Gain from the sale of investments ...        49,540
                                           -----------

Total revenues .........................     1,280,157
                                           -----------

Expenses

   General and administrative expense ..       215,859
   Interest expense ....................       645,798
   Amortization of loan origination fees       123,307
   Provision for doubtful accounts .....     2,162,304
                                           -----------

Total expenses .........................     3,147,268
                                           -----------

Net loss ...............................   $(1,867,111)
                                           ===========

























See accompanying notes to financial statements.



<PAGE>


                         ICON Receivables 1997-B L.L.C.

                     Statement of Changes in Members' Equity

                      For the Year Ended December 31, 2001



Balance at December 31, 2000   $ 2,256,108

Net loss ...................    (1,867,111)
                               -----------

Balance at December 31, 2001   $   388,997
                               ===========




































See accompanying notes to financial statements.


<PAGE>


                         ICON Receivables 1997-B L.L.C.

                             Statement of Cash Flows

                      For the Year Ended December 31, 2001


Cash flows from operating activities:
   Net loss .........................................   $(1,867,111)
                                                        -----------
   Adjustments to reconcile net loss to
       net cash provided by operating activities:
   Gain from the sale of investments ................       (49,540)
   Amortization of loan origination fees ............       123,307
   Provision for doubtful accounts ..................     2,162,304
   Changes in operating assets and liabilities:
     Collection of principal on leases and financings     5,991,296
     Other assets ...................................       (35,125)
     Other liabilities ..............................           818
     Due to affiliates ..............................       518,082
                                                        -----------

   Total adjustments ................................     8,711,142
                                                        -----------

   Net cash provided by operating activities ........     6,844,031
                                                        -----------

Cash flows from investing activities:
   Proceeds from the sale of equipment ..............       410,759
                                                        -----------

   Net cash provided by investing activities ........       410,759
                                                        -----------

Cash flows from financing activities:
   Principal payments on notes payable - non-recourse    (7,335,811)
                                                        -----------

Net cash used in investing activities ...............    (7,335,811)
                                                        -----------

Net decrease in cash ................................       (81,021)

Cash at the beginning of the year ...................       703,446
                                                        -----------

Cash at the end of the year .........................   $   622,425
                                                        ===========

Supplemental disclosures of cash flow information:
   Interest paid during the year ....................   $   645,798
                                                        ===========








See accompanying notes to financial statements.



<PAGE>


                         ICON Receivables 1997-B L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

1.   Organization

     ICON Receivables  1997-B L.L.C. (the "Company"),  was formed in August 1997
by three  affiliated  partnerships,  ICON  Cash  Flow  Partners  L.P.,  Series E
("Series E"),  ICON Cash Flow Partners L.P. Six ("L.P.  Six") and ICON Cash Flow
Partners L.P.  Seven ("L.P.  Seven"),  who  contributed  and assigned  equipment
leases and finance  receivables  and residuals to the Company.  These  financial
statements reflect the Company's  management of such contributed  assets.  Since
its  formation,  the Company has not entered  into any  transactions  other than
owning and managing the assets  contributed for the benefit of the members.  The
servicing of the assets is provided by ICON Capital Corp, the general partner of
each of the  members.  The  Company  is  winding  down  its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

2.   Significant Accounting Policies

     Basis of Accounting and Presentation - The Company'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 date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     Leases - The Company  accounts for owned equipment  leased to third parties
as finance  leases.  As such,  the  Company  recorded  the total  minimum  lease
payments,  the estimated  unguaranteed  residual values 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 following the interest method.

     Investment in  Financings - Investment  in  financings  represent the gross
receivables  due from the  financing  of  equipment  less the  related  unearned
income.  The unearned  income is recognized as finance  income over the terms of
the financings following the interest method.

     Allowance  for  Doubtful  Accounts - The Company  records a  provision  for
doubtful  accounts to provide for estimated credit losses in the portfolio.  The
allowance  for  doubtful  accounts is based on an analysis  of  delinquency,  an
assessment  of overall  risk and a review of  historical  loss  experience.  The
Company'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 for or written off
when the analysis indicates that the probability of collection of the account is
remote.

     Impairment of Estimated Residual Values - The Company'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 that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.


<PAGE>


                         ICON Receivables 1997-B L.L.C.

                     Notes to Financial Statement-Continued

     The  Company  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 Company from release or resale of the equipment.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the members rather than the Company.

3.   Receivables Due in Installments

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

                 Finance
Year             Leases               Financings               Total

2002           $ 2,872,076           $ 3,333,605           $ 6,205,681
2003               344,159             1,580,054             1,924,213
2004                  --               1,870,159             1,870,159
               -----------           -----------           -----------

               $ 3,216,235           $ 6,783,818           $10,000,053
               ===========           ===========           ===========

   The Company's allowance for doubtful accounts relates to a significant amount
of past due receivables which are reflected in the above table as due in 2002.

4.   Allowance for Doubtful Accounts

     The allowance for doubtful  accounts  related to the investments in finance
leases and financings consisted of the following:

                                      Finance
                                      Leases      Financings        Total

Balance at December 31, 2000 ..   $   500,913    $ 1,181,770    $ 1,682,683

Accounts written-off ..........      (177,442)    (1,407,729)    (1,585,171)
Provision for doubtful accounts       775,248      1,387,056      2,162,304
                                  -----------    -----------    -----------

Balance at December 31, 2001 ..   $ 1,098,719    $ 1,161,097    $ 2,259,816
                                  ===========    ===========    ===========

5.   Notes Payable

     The notes  payable are  non-recourse,  bear interest at a rate of 6.19% and
are secured by and payable from the collections of finance lease receivables and
financings and proceeds from the sales of residuals.  Loan  origination fees are
being amortized over the life of the loan.

6.       Due to Affiliates

     The amount due to affiliates  represents collected rentals deposited in the
Company's bank account on behalf of affiliated companies.


<PAGE>











                                 ICON/AIC TRUST

                              Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


<PAGE>








                          INDEPENDENT AUDITORS' REPORT


The Partners
ICON/AIC TRUST

We have audited the accompanying balance sheets of ICON/AIC TRUST as of December
31,  2001 and  2000,  and the  related  statements  of  operations,  changes  in
beneficial  interestholders'  equity,  and cash flows for the years 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 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.

As discussed in Note 3, the Trust sold all of its finance leases, subject to its
remaining  non-recourse  debt, on December 28, 2001. As a result, as of December
31, 2001,  the only  significant  asset owned by the Trust is a note  receivable
representing  the proceeds of the sale which is collectible over the two and one
half year period ended June 2004.

In our opinion,  the financial  statements referred to the above present fairly,
in all  material  respects,  the  financial  position  of  ICON/AIC  TRUST as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended,  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/AIC TRUST

                                 Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>

                                                                  2001           2000
                                                                  ----           ----
          Assets

Investment in finance leases
<S>                                                            <C>           <C>
   Minimum rents receivable ...............................           --     $  9,331,709
   Unguaranteed residual values ...........................           --        7,760,304
   Initial direct costs ...................................           --          182,260
   Unearned income ........................................           --       (1,972,793)
                                                              ------------   ------------

                                                                      --       15,301,480
                                                              ------------   ------------

Note receivable (note 3) ..................................      3,645,250           --
Due from affiliate (note 4) ...............................        204,189           --
                                                              ------------   ------------

Total assets ..............................................   $  3,849,439   $ 15,301,480
                                                              ============   ============


         Liabilities and Beneficial Interestholders' Equity

Notes payable - non-recourse ..............................   $       --     $  8,543,026
                                                              ------------   ------------

Beneficial interestholders' equity ........................      3,849,439      6,758,454
                                                              ------------   ------------

Total liabilities and beneficial interestholders' equity ..   $  3,849,439   $ 15,301,480
                                                              ============   ============

</TABLE>




















See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

                            Statements of Operations

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

                                                              2001           2000
                                                              ----           ----
Revenue

<S>                                                       <C>            <C>
   Finance income .....................................   $   921,436    $ 1,540,381
                                                          -----------    -----------

Total revenue .........................................       921,436      1,540,381
                                                          -----------    -----------

Expenses

   Loss from the sales of investments in finance leases     2,472,400           --
   Foreign currency loss ..............................       607,831           --
   Interest expense ...................................       434,526        829,944
   Amortization of initial direct costs ...............        94,375        180,852
                                                          -----------    -----------

Total expenses ........................................     3,609,132      1,010,796
                                                          -----------    -----------

Net (loss) income .....................................   $(2,687,696)   $   529,585
                                                          ===========    ===========
</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>
<CAPTION>

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


Beneficial interestholders' equity, beginning of the year
   (net of accumulated other comprehensive
   income of $607,831 and $62,915)                                       $   6,758,454                    $   6,773,785

Distributions to beneficial interestholders                                   (829,150)                              -

Net (loss) income                                    $   (2,687,696)                      $      529,585

Other comprehensive loss - foreign
   translation loss                                               -                             (544,916)
Realization of foreign translation loss
   on sales of investment in finance leases                 607,831                                   -
                                                     --------------                       --------------

Comprehensive loss                                                          (2,079,865)                         (15,331)
                                                                         -------------                    -------------

Beneficial interestholders' equity, end of year                          $   3,849,439                     $  6,758,454
                                                                         =============                     ============

                                                                       December 31, 2001                December 31, 2000
                                                                       -----------------                -----------------

Accumulated other comprehensive loss - foreign
   translation loss                                                      $          -                     $    (607,831)

Other beneficial interestholders' equity                                     3,849,439                        7,366,285
                                                                         -------------                    -------------

Beneficial interestholders' equity                                       $   3,849,439                    $   6,758,454
                                                                         =============                    =============

</TABLE>















See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                            Statements of Cash Flows

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

                                                              2001           2000
                                                              ----           ----
Cash flows from operating activities:
<S>                                                       <C>            <C>
   Net (loss) income ..................................   $(2,687,696)   $   529,585
                                                          -----------    -----------
   Adjustments to reconcile net (loss) income to
       net cash 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)    (1,540,381)
   Interest expense on non-recourse financing paid
     directly to lenders by lessees ...................       434,526        829,944
   Amortization of initial direct costs ...............        94,375        180,852
   Changes in operating assets:
     Due from affiliate ...............................      (204,189)          --
     Collection of principal-non-financed receivables .       154,053           --
                                                          -----------    -----------

   Total adjustments ..................................     2,637,560       (529,585)
                                                          -----------    -----------

   Net cash used in operating activities ..............       (50,136)          --
                                                          -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of investments in finance leases       879,286           --
                                                          -----------    -----------

Cash flows used in financing activities:
   Cash distributions to beneficial interestholders ...      (829,150)          --
                                                          -----------    -----------

Net increase in cash ..................................          --             --

Cash at the beginning of the year .....................          --             --
                                                          -----------    -----------

Cash at the end of the year ...........................   $      --      $      --
                                                          ===========    ===========

</TABLE>











See accompanying notes to financial statements.



<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, 2001 and 2000, non-cash activities included
the following:

                                                         2001           2000
                                                         ----           ----
Principal and interest on direct finance
   receivables paid directly to lenders by lessees   $ 4,973,382    $ 7,368,662
Principal and interest on non-recourse
   financing paid directly to lenders by lessees .    (4,973,382)    (7,368,662)
                                                     -----------    -----------

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

   Interest expense of $434,526 and $829,944 for the years ended December 31,
2001 and 2000 respectively, consisted of interest expense on non-recourse
financing paid or accrued directly to lenders by lessees.




<PAGE>


                                 ICON/AIC TRUST

                          Notes to Financial Statements

                                December 31, 2001

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.  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 - 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  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. 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.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the beneficial interestholders' rather than
the Trust.



<PAGE>


                                 ICON/ AIC TRUST

                    Notes to Financial Statements (Continued)
                                December 31, 2001

3.       Sale of Finance Leases

     On December 28, 2001,  the Trust sold its  remaining  investment in finance
leases subject to the remaining related  non-recourse  debt, for a note which is
collectible  over a two and one half  year  period.  The  gross  note  amount is
(pound)2,575,000 or $3,744,822 based upon the currency exchange rate at December
31, 2001. The receivable (converted into US dollars) is due as follows:

            January 2002 (paid)                  $   690,792
            June 2002                                690,793
            January 2003                             654,435
            June 2003                                618,077
            January 2004                             545,362
            June 2004                                545,363
                                                 -----------
                                                   3,744,822
            Less interest included
              in the payments                        (99,572)
                                                 -----------

                                                 $ 3,645,250


     Foreign currency gains or losses will be recorded as currency rates change.

4.   Related Party Transactions

     The Trust is  managed by the  General  Partner  of the  Trust's  beneficial
interestholders. The costs were not significant and were absorbed by the members
in proportion to their sharing  interests.  As of December 31, 2001, amounts due
from an affiliate represented cash held by L.P. Seven on behalf of the Trust.



<PAGE>












                              ICON Cheyenne L.L.C.

                              Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)




<PAGE>













                          INDEPENDENT AUDITORS' REPORT


The Members
ICON Cheyenne L.L.C.

We have audited the  accompanying  balance  sheet of ICON Cheyenne  L.L.C.  (the
"Company")  as of December 31, 2001 and the related  statements  of  operations,
changes  in  members'  equity,  and cash  flows for the year then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these 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 provide a reasonable
basis for our opinion.

In our opinion,  the financial  statements referred to the above present fairly,
in all material  respects,  the financial position of ICON Cheyenne L.L.C. as of
December 31, 2001,  and the results of its operations and its cash flows for the
year 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 Cheyenne L.L.C.

                                  Balance Sheet

                                December 31, 2001

          ASSETS

Cash ................................   $    279,550
                                        ------------

Investment in operating leases:
   Equipment cost ...................     28,832,836
   Accumulated depreciation .........     (6,386,270)
                                        ------------
                                          22,446,566

Due from affiliates .................        878,015
Other assets ........................        265,540
                                        ------------

Total assets ........................   $ 23,869,671
                                        ============

     LIABILITIES AND MEMBERS' EQUITY

Notes payable, non-recourse .........   $ 10,223,768
Accounts payable ....................         25,318
Deferred income and other ...........        896,420
                                        ------------
                                          11,145,506

Member's equity .....................     12,724,165
                                        ------------

Total liabilities and members' equity   $ 23,869,671
                                        ============





















See accompanying notes to financial statements.



<PAGE>


                              ICON Cheyenne L.L.C.

                             Statement of Operations

                      For the Year Ended December 31, 2001

Revenues

Rental income ............   $8,830,255
Gain on sale of equipment        92,695
Interest income and other        90,230
                             ----------

Total revenues ...........    9,013,180
                             ----------

Expenses

Depreciation expense .....    6,722,261
Interest expense .........      931,643
General and administrative       36,262
                             ----------

Total expenses ...........    7,690,166
                             ----------

Net income ...............   $1,323,014
                             ==========
























See accompanying notes to financial statements.




<PAGE>


                              ICON Cheyenne L.L.C.

                     Statement of Changes in Members' Equity

                      For the Year Ended December 31, 2001

Members' equity at December 31, 2000 ...   $11,401,151

Net income .............................     1,323,014
                                           -----------

Members' equity as of December. 31, 2001   $12,724,165
                                           ===========





































See accompanying notes to financial statements.



<PAGE>


                              ICON Cheyenne L.L.C.

                             Statement of Cash Flows

                      For the Year Ended December 31, 2001

Cash flows from operating activities:
   Net income ....................................   $ 1,323,014
                                                     -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
   Depreciation expense ..........................     6,722,261
   Rental income paid directly
     to lenders by lessees .......................    (8,426,301)
   Interest expense on non-recourse financing paid
     directly by lessees .........................       931,643
   Gain on sale of equipment .....................       (92,695)
   Changes in operating assets and liabilities:
     Due from affiliates .........................      (878,015)
     Accounts payable ............................        25,318
     Deferred income and other ...................       896,420
     Other assets ................................      (265,540)
                                                     -----------

   Total adjustments .............................    (1,086,909)
                                                     -----------

Net cash provided by operating activities ........       236,105
                                                     -----------

Cash flows from investing activities:
   Proceeds from sale of equipment ...............       629,514
                                                     -----------

Cash flows used in financing activities:
   Repayment of non-recourse debt ................      (586,069)
                                                     -----------

Net change in cash ...............................       279,550

Cash at the beginning of the year ................          --
                                                     -----------

Cash at the end of the year ......................   $   279,550
                                                     ===========













See accompanying notes to financial statements.


<PAGE>


                              ICON Cheyenne L.L.C.

                       Statement of Cash Flows (Continued)

Supplemental Disclosure of Cash Flow Information

   For the years December 31, 2001 and 2000, non-cash activities included the
following:

                                                                       2001

Rental income paid directly to lenders by lessees   $ 8,426,301
Principal and interest on non-recourse debt
  paid directly to lenders by lessees ...........    (8,426,301)
                                                    -----------

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

     Interest expense of $931,643 for the year ended December 31, 2001 consisted
solely of interest expense on non-recourse financing paid or accrued directly to
lenders by lessees.


































See accompanying notes to financial statements.



<PAGE>


                              ICON Cheyenne L.L.C.

                          Notes to Financial Statements

                                December 31, 2001

1.       Organization

     ICON  Cheyenne  LLC (the  "LLC") was formed  December  27,  2000 as a joint
venture between four affiliates; ICON Income Fund Eight B ("Fund Eight B"), ICON
Cash Flow Partners L.P.  Seven ("L.P.  Seven"),  ICON Cash Flow Partner L.P. Six
("L.P.  Six") and ICON Income Fund Eight A ("Fund  Eight A"). The purpose of the
LLC was to  acquire  a  portfolio  of  leases  consisting  of  various  types of
industrial  and  manufacturing  equipment.  The  total  purchase  price  of  the
portfolio  acquired was  $29,705,716 and was financed by cash of $11,401,151 and
non-recourse  debt of  $18,304,565.  Fund  Eight B has a  majority  interest  of
87.69%,  while L.P.  Seven,  L.P.  Six and Fund Eight A have  10.31%,  1% and 1%
interests, respectively.

     Profits, losses, cash distributions and disposition proceeds are allocated
to the members in accordance to their share of interest.

2.       Significant Accounting Policies

     Basis of Accounting and  Presentation - The LLC'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 date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     Leases - All leases in the LLC's  portfolio  are  classified  as  operating
leases.  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. Related lease rentals are recognized following the
straight-line  method over the lease  terms.  Billed and  uncollected  operating
lease receivables are included in other assets.

     Impairment  of Assets - The LLC's  policy  with  respect to  impairment  of
estimated  salvage values of operating leases is to review, on a periodic basis,
the carrying value on an individual asset 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  LLC'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 LLC's  carrying
value.  Generally  in the  latter  situation,  the  carrying  value  relates  to
equipment  subject to third party  non-recourse  notes  payable where the lessee
remits its rental  payments  directly to the lender and the LLC does not recover
its carrying value until the non-recourse note obligation is repaid in full.

     Income  Taxes - No  provisions  for income taxes has been made as liability
for such taxes is that of each member rather than the LLC.


<PAGE>


                              ICON Cheyenne L.L.C.

                    Notes to Financial Statements (Continued)

                                December 31, 2001

3.   Investment In Operating Leases

     In  December  2000,  the LLC  acquired  a  portfolio  of  operating  leases
involving various types of equipment for a total cost of $29,705,716. During the
year ended  December 31,  2001,  the LLC sold a portion of such  equipment  upon
termination of the underlying leases with lessees.

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

Equipment cost, January 1, 2001 .................   $ 29,705,716

Equipment sold ..................................       (872,880)
                                                    ------------

Equipment cost, December 31, 2001 ...............     28,832,836
                                                    ------------

Accumulated depreciation, January 1, 2001 .......           --

Depreciation expense ............................     (6,722,261)

Accumulated depreciation on equipment sold ......        335,991
                                                    ------------

Accumulated depreciation, December 31, 2001 .....     (6,386,270)
                                                    ------------

Investment in operating leases, December 31, 2001   $ 22,446,566
                                                    ============

Non-cancellables rents from operating leases are due as follows:

                  Year                          Amount

                  2002                   $    5,788,426
                  2003                        3,786,622
                  2004                        1,354,145
                  2005                          644,354
                  2006                           61,360
                                         --------------

                                         $   11,634,907



<PAGE>



                              ICON Cheyenne L.L.C.

                    Notes to Financial Statements (Continued)

                                December 31, 2001

4.   Notes Payable

     Notes payable consists of notes payable, non-recourse, which accrue
interest at rates ranging from 5.52% to 10.05%, and which are being paid
directly to the lenders by the lessees.

     The notes mature as follows:

                  Year                          Amount

                  2002                   $    4,765,112
                  2003                        3,556,465
                  2004                        1,279,030
                  2005                          623,161
                                         --------------

                                         $   10,223,768

5.   Related Party Transactions

     Amounts due from Affiliates  represent  rental payments  received by Income
Fund Eight B of $797,307 and rental payments  received by L.P. Six of $80,708 on
behalf of the LLC. Such amounts were remitted to the LLC in 2002.



<PAGE>











                   North Sea (Connecticut) Limited Partnership

                               Financial Statement

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)


<PAGE>


Page 86

Last printed 05/20/02 12:37 PM










INDEPENDENT AUDITORS' REPORT


The Partners
North Sea (Connecticut) Limited Partnership

We have  audited  the  accompanying  balance  sheet of North  Sea  (Connecticut)
Limited Partnership (the "Partnership") as of December 31, 2001, and the related
statements of operations,  changes in partners' deficit,  and cash flows for the
year ended December 31, 2001. These financial  statements are the responsibility
of the Partnership's management.  Our responsibility is to express an opinion on
these 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 financial  statements  referred to above present fairly, in
all material respects, the financial position of North Sea (Connecticut) Limited
Partnership  as of December 31 2001,  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/Cohen & Schaeffer P.C.
                                             -----------------------------------
                                             Cohen & Schaeffer P.C.


April 29, 2002
New York, New York



<PAGE>


                   North Sea (Connecticut) Limited Partnership

                                  Balance Sheet

                                December 31, 2001


         Assets

Rents receivable .............................   $  2,233,401
Equipment subject to operating lease,
   net of accumulated depreciation of $804,016      8,936,064
                                                 ------------

Total assets .................................   $ 11,169,465
                                                 ============

         Liabilities and Partners' Deficit

Note payable, non-recourse ...................   $ 24,743,746
Accrued interest payable .....................        706,537
                                                 ------------

Total liabilities ............................     25,450,283
                                                 ------------

Commitments and Contingencies

Partners' deficit
   General Partner ...........................        (27,959)
   Limited Partners ..........................    (14,252,859)
                                                 ------------

Total Partners' deficit ......................    (14,280,818)
                                                 ------------

Total liabilities and Partners' deficit ......   $ 11,169,465
                                                 ============

















See accompanying notes to financial statements.


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                             Statement of Operations

                      For the Year Ended December 31, 2001



Revenue - rental income from operating lease   $5,121,175
                                               ----------

Expenses:

   Interest expense ........................    2,541,450
   Depreciation expense ....................      551,325
                                               ----------

Total expenses .............................    3,092,775
                                               ----------

Net income .................................   $2,028,400
                                               ==========





























See accompanying notes to financial statements.



<PAGE>


                   North Sea (Connecticut) Limited Partnership

                    Statement of Changes in Partners' Deficit

                      For the Year Ended December 31, 2001

<TABLE>
<CAPTION>


                                               Class A        Class B          Class C
                                 General       Limited        Limited          Limited
                                 Partner       Partners       Partners         Partner          Total

<S>                 <C> <C>    <C>          <C>             <C>             <C>             <C>
Balance at December 31, 2000   $ (48,243)   $ (9,957,582)   $ (5,696,283)   $   (607,110)   $(16,309,218)

Net income .................      20,284         993,916            --         1,014,200       2,028,400
                               ---------    ------------    ------------    ------------    ------------

Balance at December 31, 2001   $ (27,959)   $ (8,963,666)   $ (5,696,283)   $    407,090    $(14,280,818)
                               =========    ============    ============    ============    ============

</TABLE>






























See accompanying notes to financial statements.



<PAGE>


                   North Sea (Connecticut) Limited Partnership

                             Statement of Cash Flows

                      For the Year Ended December 31, 2001

<TABLE>
<CAPTION>


Cash flows from operating activities:
<S>                                                                                <C>
  Net income ...................................................................   $ 2,028,400
                                                                                   -----------
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation .................................................................       551,325
  Rentals paid directly to lender by lessee ....................................    (5,234,978)
  Interest on non-recourse financing
   paid directly to lender by lessee ...........................................     2,616,225
  Rents receivable .............................................................       113,804
  Accrued interest payable .....................................................       (74,776)
                                                                                   -----------

Total adjustments ..............................................................    (2,028,400)
                                                                                   -----------

Net cash provided by operating activities ......................................          --
                                                                                   -----------

Net increase decrease in cash ..................................................          --

Cash at the beginning of the year ..............................................          --
                                                                                   -----------

Cash at the end of the year ....................................................   $      --
                                                                                   ===========


Supplemental Disclosures of Cash Flow Information

      Interest expense of $2,541,450 for the year ended December 31, 2001,
consisted of interest expense on non-recourse financing accrued or paid directly
to lender by lessee ............................................................

   For the year ended December 31, 2001 non-cash activities included the
following:

Rents receivable
  paid directly to lender by lessee ............................................   $ 5,234,978
Principal and interest on non-recourse financing
  paid directly to lender by lessee ............................................    (5,234,978)
                                                                                   -----------

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

</TABLE>





See accompanying notes to financial statements.


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statement

                                December 31, 2001

3.   Organization

     North Sea (Connecticut)  Limited Partnership (the "Partnership") was formed
in 1994 when the  General  Partner  contributed  $27,750 and the Class A limited
partners  contributed  a total  of  $2,747,250.  Subsequently,  the  Partnership
admitted Class B and Class C Limited Partners. In 1994, the Partnership acquired
an option for a cost of $2,905,000 to purchase a mobile drilling rig and related
property  for an exercise  price as defined,  depending on the date of exercise,
through  September 15, 2000. In 2000 the  Partnership  exercised  it's option to
purchase the mobile oil rig and related  property for $6,650,000 plus legal fees
of $185,000 and entered into an operating lease with the user of the rig.

4.   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 generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

     The   Partnership's   lease  is  accounted  for  as  an  operating   lease.
Accordingly,  the rentals due under the lease are  recognized on a straight line
basis over the lease term. The equipment is being depreciated over its estimated
useful remaining life.

     Impairment of Estimated  Residual  Values - The  Partnership's  policy with
respect to impairment of its equipment is to review,  on a periodic  basis,  the
carrying  value of the  equipment  to  determine  whether  events or  changes in
circumstances  indicate  that the  carrying  value may not be  recoverable  and,
therefore,  an impairment  loss should be  recognized.  The events or changes in
circumstances  which generally indicate that the asset has been impaired are (i)
the  estimated  fair  value of the  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.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying value of the equipment exceeds the estimated proceeds to be received by
the Partnership from release or sale of the equipment.

     New accounting pronouncement effective January 1, 2002, the Company 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



<PAGE>


                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statement

                                December 31, 2001

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
Company's  financial position or results of operations as the provisions of SFAS
No. 144 are similar to the Company's current policy for impairment review.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.

3.   Operating Lease - Minimum Lease Rentals

     Non-cancelable  minimum annual amounts due from the operating  lease are as
follows:

              Year                  Amount

              2002               $ 5,234,978
              2003                 5,234,978
              2004                 5,234,978
              2005                 5,234,978
              2006                 5,234,978
             Thereafter            7,852,469
                                 -----------

                                 $34,027,359

4.   Note Payable

     The note payable,  non-recourse,  accrues  interest at a rate of 9.79 % per
annum and matures as follows:

              Year                  Amount

              2002               $ 2,881,403
              2003                 3,170,397
              2004                 3,488,375
              2005                 3,838,245
              2006                 4,223,206
              Thereafter           7,142,120
                                 -----------

                                 $24,743,746

     The lessee pays rent directly to the lender to repay the note payable.  The
lender has a security  interest  in the lease and the mobil oil rig and  related
property and the  scheduled  lease  payments due under the lease and assigned to
the lender are sufficient to repay the note payable and interest thereon.


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statement

                                December 31, 2001


5.   Partners Equity And Distributions

     Allocation Of Net Income And Loss

     (a)  Net income for each year of the  Partnership  is  allocated  among the
          Partners as follows:

          (1)  First,  to the extent net loss had been  allocated to the Class B
               Limited  Partners  or the General  Partner in any prior year,  as
               defined,  net  income  equal  to the  aggregate  amount  of  such
               unrecovered  net loss  shall be  allocated  first to the  General
               Partner and then to the Class B Limited Partners and

          (2)  Any  remaining  net  income  shall be  allocated  to the  General
               Partner,  the  Class A Limited  Partners  and the Class C Limited
               Partner in proportion to the percentage  interests of 1%, 49% and
               50%, respectively.

               There  have been no net losses  allocated  to the Class B Limited
               Partners or the General Partner prior to 2001.

     (b)  Net loss for each fiscal year of the  Partnership  is allocated  among
          the Partners as follows:

          (1)  Net loss for each year is  allocated  among the General  Partner,
               the Class A Limited  Partners and the Class C Limited  Partner in
               proportion  to their  percentage  interests  of 1%,  49% and 50%,
               respectively, and

          (2)  The net loss  allocated  to any Partner  with respect to any year
               shall not  exceed the  maximum  amount of net loss that can be so
               allocated  without causing such Partner to have a capital account
               deficit at the end of such fiscal  year.  The net loss as defined
               is then  allocated  to the Class B Limited  Partners  until their
               capital accounts have been reduced to zero, and thereafter to the
               General Partner.

Distributions

     The Partnership makes distributions to the Partners, as follows:

     (a)  Distributions of available cash other than available cash with respect
          to the  remaining  share,  as  defined,  shall be  distributed  to the
          General Partner,  the Class A Limited Partners and the Class C Limited
          Partner,  as and when determined by the General Partner, in accordance
          with their percentage interests of 1%, 49% and 50% respectively.

     (b)  Distributions   from  the  remaining  share,  as  defined,   shall  be
          distributed  50% to the Class B Limited Partner and 50% to the Class C
          Limited Partner.



<PAGE>