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

                                    FORM 10-K

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


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

                                       or

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


                                                  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

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

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

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

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

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


<PAGE>


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


                                December 31, 2002


                                TABLE OF CONTENTS

Item                                                                  Page

PART I

1. Business                                                              3-4

2. Properties                                                              4

3. Legal Proceedings                                                       4

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                    5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                6-12

7A.  Qualitative and Quantitative Disclosures About Market Risk           12

8. Financial Statements and Supplementary Data                         13-42

9. Changes in and Disagreements with Accountants on

     Accounting and Financial Disclosure                                  43


PART III

10.  Directors and Executive Officers of the Registrant's

     General Partner                                                   43-44

11. Executive Compensation                                                44


12.  Security Ownership of Certain Beneficial Owners

     and Management                                                       44

13.  Certain Relationships and Related Transactions                       44


14. Controls and Procedures                                               45

PART IV

15. Exhibits, Financial Statement Schedules and Reports on Form 8-K    45-46

SIGNATURES                                                                47

Certifications                                                         48-52


<PAGE>


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


                                December 31, 2002


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
12,449  limited  partnership  units during the years 1997 through 2002,  leaving
987,548 limited partnership units outstanding at December 31, 2002.


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 leases which accounted for 10% or more of total revenue
for the years ended  December 31, 2002 and 2001. For the year ended December 31,
2002, Federal Express,  Seacor Smit and Seacor Marine accounted for 31%, 16% and
14%, respectively. For the year ended December 31, 2001, Federal Express, Seacor
Smit,  Seacor  Marine and Seacor  Offshore  accounted for 21%, 19%, 18% and 13%,
respectively.




<PAGE>


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


                                December 31, 2002


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

Lease and Financing Transactions


     During the years ended December 31, 2002 and 2001 the  Partnership  did not
purchase any  equipment.  In 2001, 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  Company,  from  time-to-time,  in the  ordinary  course  of  business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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


     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2002.



<PAGE>


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


                                December 31, 2002


PART II

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

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

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

                                  2002                     2001
                                  ----                     ----

      Limited Partners            4,605                    4,598
      General Partner                 1                        1

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


                                                                      Year Ended December 31,
                                       --------------------------------------------------------------------------------------
                                           2002             2001           2000          1999            1998

<S>                                   <C>             <C>             <C>            <C>            <C>
Total revenue .....................   $  8,326,025    $  9,159,492    $ 14,713,736   $ 19,572,257   $ 17,207,618

Net (loss) income .................   $ (3,661,408)   $ (1,477,016)   $  1,293,261   $  3,514,436   $  2,689,176


Net (loss) income allocable

   to limited partners ............   $ (3,624,794)   $ (1,462,246)   $  1,280,328   $  3,479,291   $  2,662,284


Net (loss) income allocable

   to the General Partner .........   $    (36,614)   $    (14,770)   $     12,933   $     35,145   $     26,892


Weighted average limited
   partnership units outstanding ..        988,099         989,112         989,929        992,719        808,650

Net (loss) income per weighted

   average limited partnership unit   $      (3.67)   $      (1.48)   $       1.29   $       3.50   $       3.29

Distributions to limited partners .   $ 10,129,308    $ 10,632,716    $ 10,641,411   $ 10,677,316   $  8,692,479


Distributions to the

   General Partner ................   $    102,316    $    100,023    $    107,493   $    107,872   $     87,803
</TABLE>
<TABLE>

                                                                       December 31,
                                       ------------------------------------------------------------------------------------
                                             2002             2001               2000            1999             1998

<S>                                    <C>             <C>                   <C>              <C>             <C>
Total assets                           $   90,134,303  $    104,334,907      $   130,936,301  $  172,007,288  $ 216,387,240

Partners' equity                       $   34,366,112  $     48,294,920      $    60,551,684  $   70,045,138  $    77,741,448


</TABLE>


<PAGE>



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

                                December 31, 2002


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


     The  Partnership  was  formed  on  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 12,449 limited partnership units during
the  years  1997  through  2002,  leaving  987,548  limited   partnership  units
outstanding at December 31, 2002.


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

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

Critical Accounting Policies and Management Estimates


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


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



<PAGE>


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


                                December 31, 2002

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases, 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 leveraged
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 its 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  that 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 - Residual  values  represent the
estimated  amount to be received at lease  termination  from the  disposition of
leased equipment.  Actual residuals realized could differ from the Partnership's
estimates.  The  Partnership's  policy with respect to  impairment  of estimated
residual  values under  finance  leases,  leveraged  leases,  operating  leases,
equipment held for sale or lease,  and investments in unguaranteed  residuals 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





<PAGE>


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


                                December 31, 2002

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.  Fair value of  equipment  is
determined by using both internal and external  equipment  valuations.  External
equipment valuations are obtained from reputable third party appraisers.


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

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

     Revenues for the year ended  December 31, 2002 were  $8,326,025 as compared
to $9,159,492  for the year ended  December 31, 2001  representing a decrease of
$833,467.  The decrease in revenues resulted  primarily from decreases in income
from  leveraged  leases of  $1,528,696,  finance income of $2,893,964 and rental
income of $827,620. The decrease in revenue was partially offset by increases in
income from investments in unconsolidated  joint ventures of $2,006,568 and gain
on sales of  equipment  of  $2,340,354.  The  decrease in income from  leveraged
leases was due to a reduction in the estimated  unguaranteed  residual  value of
$1,835,000  of one of the  aircraft  as a  result  of a recent  appraisal  which
indicated a lower  value at lease  termination  than  initially  estimated.  The
decrease in finance income resulted primarily from (1) a decrease in the average
size of the Partnership's lease portfolio; (2) certain leases which were renewed
and are generating lower levels of finance income during the respective  renewal
terms; and (3) certain finance leases which came to term in 2002 and were either
(a) renewed in 2002 and  classified  as operating  leases  during their  renewal
terms or (b) are  currently  off lease.  The decrease in rental income from 2001
resulted from the rentals  associated with equipment  which was  reclassified to
equipment  held for sale or re-lease  subsequent to 2001. The increase in income
from equity investment in joint ventures resulted primarily from a provision for
bad debts of  $1,825,000  recorded by one of the  ventures in 2001 which did not
occur in 2002.  Gain on sale of equipment  increased  primarily due to a sale of
certain equipment which generated a gain of $2,686,609.

     Expenses for the year ended December 31, 2002 were  $11,987,433 as compared
to $10,636,508 for the year ended December 31, 2001, representing an increase of
$1,350,925.  The increase in expenses was primarily attributable to increases in
depreciation expense of $2,185,030, an impairment of unguaranteed residual value
of $350,000,  and general and administrative  expenses of $547,358. The decrease
in expenses was partially  offset by decreases in interest  expense of $444,255,
management   fees  -  General  Partner  of  $983,113,   administrative   expense
reimbursements  - General Partner of $241,735 and amortization of initial direct
costs of $523,246.  The increase in depreciation  expense was due principally to
depreciation  associated  with  equipment  reclassified  from finance  leases to
operating  leases or equipment  held for sale or lease  subsequent in 2001.  The
increase  in loss on  writedown  of  unguaranteed  residual  value  was due to a
reduction in the estimated unguaranteed residual value of a direct finance lease
as a result of a  management  estimate  which  indicated  a lower value at lease
termination than initially  estimated.  The principal reason for the increase in
general  and  administrative  expenses  was the storage  and  remarketing  costs
associated  with the off-lease  vessels during 2002. The decreases in management
fees -  General  Partner  and  administrative  expense  reimbursement  - General
Partner  resulted  from  the  overall  decrease  in  the  average  size  of  the
Partnership's lease investment portfolio and the timing of rentals received. The
decrease in  amortization  of initial  direct costs was due to a decrease in the
average size of the  Partnership's  lease  portfolio and certain  finance leases
which came to term in 2002.


<PAGE>


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


                                December 31, 2002



     Net loss for the years ended  December 31, 2002 and 2001 was $3,661,408 and
$1,477,016, respectively. The loss per weighted average limited partnership unit
outstanding was $3.67 and $1.48, for the years ended December 31, 2002 and 2001,
respectively.


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


     Revenues for the year ended December 31, 2001 decreased by $5,554,244  from
$14,713,736  in 2000 to  $9,159,492 in 2001.  The decrease in revenues  resulted
primarily from a decrease in finance income of $6,976,451,  a decrease in income
from leveraged  leases of $504,808,  a decrease in interest  income and other of
$123,742,  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 these  components of revenue were
partially offset by an increase in rental income of $3,355,712 in 2001.

     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 and  financings.
Additionally,  the  leases  of six  vessels  subject  to  finance  leases  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 their terms.  Upon lease
termination  of the finance  leases,  the vessels were released under short term
operating leases. Additionally, the finance leases of certain aircraft parts and
rotables  expired  during 2001.  The  equipment  remained on lease on a month to
month basis and the finance lease  residuals  were  converted to  investments in
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  by  $3,355,712,  of which  $2,711,700  was
generated by the six vessels discussed above, which were previously leased under
finance  leases  which  expired  in 2001,  and 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.  Additionally,  the  Partnership  earned  rental income of $644,012 on the
month to month leases of aircraft parts and rotables.  However, the lessee began
returning the aircraft rotables and parts in early 2002 and all of the equipment
is expected to be returned by the end of the summer of 2002.  Such  equipment is
being  remarketed  in 2002.  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 $10,636,508 representing
a decrease of $2,783,967 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
$2,584,622 due to the reclassification of the six vessels and the



<PAGE>


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


                                December 31, 2002


aircraft  parts and rotables  discussed  above from finance  leases to operating
leases, an increase in general and  administrative  expenses of $49,015,  and an
increase  in 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
$(1,477,016)  and $1,293,261,  respectively.  The net (loss) income per weighted
average  limited  partnership  unit was  $(1.48)  and  $1.29  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.

Liquidity and Capital Resources

     The  Partnership's  primary source of liquidity in 2002 were  borrowings of
$10,800,439, proceeds from the sale of equipment of $6,184,106 and distributions
received from  unconsolidated  joint  ventures of $1,288,983.  Distributions  to
partners  aggregated  $10,231,624,  and the Partnership  repaid recourse debt of
$5,120,036 and non-recourse  debt of $250,000.  As a result of this activity the
Partnership's liquidity was reduced.


     The Partnership's  notes payable at December 31, 2002 totaled  $54,894,665.
These amounts consisted of $27,186,863 of non-recourse  notes and $27,707,802 of
recourse  notes  payable.  $21,328,461  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,  2002.  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.


     During the quarter  ended June 30,  2002,  the  Partnership  entered into a
$17,500,000  joint and several line of credit agreement dated as of May 30, 2002
shared with Fund Eight A and Fund Eight B (the "Initial  Funds"),  with Comerica
Bank as lender. Under the terms of the agreement,  the Partnership may borrow at
a rate equal to the Comerica Bank base rate plus 1% (together, 5.25% at December
31, 2002) and all borrowings are to be jointly and severally  collateralized  by
the present values of rents receivable and equipment owned by all of the Initial
Funds sharing in the joint line of credit.  On December 12, 2002,  the agreement
was  amended to admit ICON Income Fund Nine,  LLC,  collectively  along with the
Initial Funds (the "Funds"), as a borrower sharing the $17,500,000 joint line of
credit agreement. The Funds have entered into a Contribution Agreement, dated as
of May 30, 2002, as amended December 12, 2002,  pursuant to which the Funds have
agreed  to  restrictions  on the  amount  and  the  terms  of  their  respective
borrowings  under the line of credit in order to  minimize  the risk that a Fund
would not be able to repay its allocable  portion of the  outstanding  revolving
loan  obligation at any time,  including  restrictions  on any Fund borrowing in
excess of the lesser of (A) an amount each Fund could reasonably expect to repay
in one year out of its  projected  free cash flow, or (B) the greater of (i) the
Borrowing  Base (as defined in the line of credit  agreement) as applied to such
Fund,  and (ii) 50% of the net worth of such Fund.  The  Contribution  Agreement
provides  that, in the event a Fund pays an amount under the agreement in excess
of its allocable share of the obligation under the agreement whether by



<PAGE>


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


                                December 31, 2002


reason of an Event of Default or  otherwise,  the other  Funds will  immediately
make a  contribution  payment  to such Fund in such  amount  that the  aggregate
amount  paid  by  each  Fund  reflects  its  allocable  share  of the  aggregate
obligations under the agreement.  The Funds' obligations to each other under the
Contribution Agreement are collateralized by a subordinate lien on the assets of
each  participating  Fund. The expiration date of this line of credit is May 31,
2003.  The  Partnership  violated a  financial  covenant  at  December  31, 2002
creating an Event of Default.  The bank granted a waiver to the Partnership with
respect  to this  Event of  Default.  As of  December  31,  2002,  there were no
borrowings by the Partnership under the line.  Aggregate  borrowing by all Funds
under the line of credit agreement aggregated $9,731,310 on December 31, 2002.


     The  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, 2002) plus one
half percent.  At December 31, 2002, the  Partnership  had $453,901  outstanding
under the  Facility.  The Facility  originally  expires in December  2002 and is
renewable on a bi-annual  basis.  The  Partnership  did not exercise its renewal
option and paid the line off in full in February 2003.

     Cash distributions to the limited partners for the years ended December 31,
2002 and 2001,  which were paid monthly,  totaled  $10,129,308 and  $10,632,716,
respectively,  which  was a return  of  capital.  The  monthly  annualized  cash
distribution  rate to limited partners for the years ended December 31, 2002 and
2001 was 10.25% and 10.75% respectively, which was a return of capital.

     As of December 31, 2002, 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.


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

New Accounting Pronouncements

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

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets"  ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the asset.  If the carrying amount of the
asset exceeds its estimated future cash flows, an impairment charge is



<PAGE>


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


                                December 31, 2002


recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.  SFAS No. 144 requires  companies to separately  report
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale,  abandonment or in a distribution  to
the  owners)  or  classified  as held for  sale.  Assets to be  disposed  of are
reported  at the lower of the  carrying  amount or fair  value less the costs to
sell. The adoption of SFAS No. 144 did not have any effect on the  Partnership's
financial  position or results of operations  as the  provisions of SFAS No. 144
are similar to the Partnership's current policy for impairment review.

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


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


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

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 fixed rate debt service obligation streams are
generally  matched by fixed  rate lease  receivables  streams  generated  by the
Partnership's lease investments.


     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, 2002 was  $6,379,341.  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 equipment  leasing 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, 2002


Item 8.  Consolidated Financial Statements and Supplementary Data


                   Index to Consolidated Financial Statements


                                                                 Page Number

Independent Auditors' Reports                                          15-16


Consolidated Balance Sheets as of December 31, 2002 and 2001           17-18

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


Consolidated Statements of Changes in Partners' Equity for

  the Years EndedDecember 31, 2002, 2001 and 2000                         20


Consolidated Statements of Cash Flows for the Years Ended

  December 31, 2002, 2001 and 2000                                     21-23


Notes to Consolidated Financial Statements                             24-42



<PAGE>











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

                        Consolidated Financial Statements


                                December 31, 2002


                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


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

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

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

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


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



March 19, 2003
New York, New York


<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


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

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

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

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



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


May 20, 2002 except for Note 6 which is as of July 25, 2002 New York, New York





<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>


                                                             2002            2001
                                                             ----            ----

         Assets


<S>                                                     <C>              <C>
Cash and cash equivalents                               $   1,257,947    $   2,333,871
                                                        -------------    -------------


Investment in finance leases and financings

   Minimum rents receivable                                 2,252,134        8,506,468
   Estimated unguaranteed residual values                   1,717,816       14,587,490
   Initial direct costs, net                                   36,455          196,525
   Unearned income                                           (137,106)      (1,043,118)
   Allowance for doubtful accounts                           (289,301)        (915,985)
                                                        -------------    -------------

                                                            3,579,998       21,331,380


Net investment in leveraged leases                         27,877,708       27,290,900
                                                        -------------    -------------


Equipment held for sale or lease, net                      19,343,546       18,769,730
                                                        -------------    -------------


Investment in operating leases
   Equipment at cost                                       14,195,791        9,678,415
   Accumulated depreciation                                (1,703,583)        (895,169)
                                                        -------------    -------------
                                                           12,492,208        8,783,246

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


Investments in unconsolidated joint ventures                3,360,145        3,114,325
                                                        -------------    -------------


Due from General Partner and affiliates                       161,458             --
                                                        -------------    -------------

Other assets, net                                           1,249,535        1,899,697
                                                        -------------    -------------


Total assets                                            $  90,134,303    $ 104,334,907
                                                        =============    =============



</TABLE>









                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>


                                                              2002              2001
                                                              ----              ----


         Liabilities and Partners' Equity


<S>                                                      <C>              <C>
Notes payable - non-recourse                             $  27,186,863    $  29,698,082
Note payable - recourse                                     27,707,802       21,286,774
Due to General Partner and affiliates                          155,542        3,895,849
Security deposits, deferred credits and other payables         664,692        1,110,828
Minority interest in joint ventures                             53,292           48,454
                                                         -------------    -------------

Total liabilities                                           55,768,191       56,039,987
                                                         -------------    -------------


Commitments and Contingencies

Partners' equity (deficiency)

   General Partner                                            (505,244)        (366,314)
   Limited partners (987,548 and 988,649 units
     outstanding, $100 per unit original issue price)       34,871,356       48,661,234
                                                         -------------    -------------

     Total partners' equity                                 34,366,112       48,294,920
                                                         -------------    -------------

Total liabilities and partners' equity                   $  90,134,303    $ 104,334,907
                                                         =============    =============




</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>


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

Revenues


<S>                                                 <C>             <C>             <C>
   Rental income                                    $  2,528,092    $  3,355,712    $       --
   Finance income                                        906,012       3,799,976      10,776,427
   Income from leveraged leases                          586,808       2,115,504       2,620,312
   Net gain on sales of equipment and investments      2,711,735         371,381         622,723
   Income (loss) from investments
     in unconsolidated joint ventures                  1,453,617        (552,951)        500,662
   Interest income and other                             139,761          69,870         193,612
                                                    ------------    ------------    ------------

   Total revenues                                      8,326,025       9,159,492      14,713,736
                                                    ------------    ------------    ------------


Expenses

   Interest                                            3,515,642       3,959,897       5,583,372
   Depreciation expense                                4,769,652       2,584,622            --
   Management fees - General Partner                     975,642       1,958,755       3,378,163

   General and administrative expense                  1,567,263       1,019,905         970,890

   Administrative expense

     reimbursements - General Partner                    419,784         661,519       1,268,398
   Amortization of initial direct costs                  384,612         907,858       1,814,617
   Impairment - unguaranteed residual value              350,000            --              --
   Minority interest expense                               4,838          43,952           5,035
   (Reversal of) provision for bad debts                    --          (500,000)        400,000
                                                    ------------    ------------    ------------

   Total expenses                                     11,987,433      10,636,508      13,420,475
                                                    ------------    ------------    ------------

Net (loss) income                                   $ (3,661,408)   $ (1,477,016)   $  1,293,261
                                                    ============    ============    ============


Net (loss) income allocable to:

   Limited partners                                 $ (3,624,794)   $ (1,462,246)   $  1,280,328
   General Partner                                       (36,614)        (14,770)         12,933
                                                    ------------    ------------    ------------

                                                    $ (3,661,408)   $ (1,477,016)   $  1,293,261
                                                    ============    ============    ============


Weighted average number of limited
   partnership units outstanding                         988,099         989,112         989,929
                                                    ============    ============    ============

Net (loss) income per weighted average

   limited partnership unit                         $      (3.67)   $      (1.48)   $       1.29
                                                    ============    ============    ============

</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, 2002, 2001 and 2000

<TABLE>

                                   Limited Partner Distributions

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


<S>                                   <C>           <C>                <C>               <C>           <C>
Balance at
   January 1, 2000                                                $     70,202,099  $    (156,961) $    70,045,138

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


Cash distributions to partners        $  9.46       $  1.29            (10,641,411)      (107,493)     (10,748,904)
   (per weighted average unit
    amounts


Net income                                                               1,280,328         12,933        1,293,261
                                                                  ----------------  -------------  ---------------

Balance at
   December 31, 2000                                                    60,803,205       (251,521)      60,551,684

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                                                                (1,462,246)       (14,770)      (1,477,016)
                                                                  ----------------  -------------  ---------------


Balance at

    December 31, 2001                                                   48,661,234       (366,314)      48,294,920


Limited partnership units
   redeemed (1,101 units)                                                  (35,776)            -           (35,776)


Cash distributions to partners        $ 10.25       $ -                (10,129,308)      (102,316)     (10,231,624)


Net loss                                                                (3,624,794)       (36,614)      (3,661,408)
                                                                  ----------------  -------------- ----------------


Balance at
    December 31, 2002                                             $     34,871,356  $    (505,244) $    34,366,112
                                                                  ================  ============== ===============

</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>


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


<S>                                                               <C>               <C>              <C>
Cash flows from operating activities:

   Net (loss) income                                              $    (3,661,408) $   (1,477,016) $     1,293,261
                                                                  ---------------- --------------  ---------------
   Adjustments to reconcile net (loss) income to

     net cash (used in) provided by operating activities:
       Net gain on sales of equipment and investments                  (2,711,735)       (371,381)        (622,723)
       Finance income portion of receivables

         paid directly to lenders by lessees                             (568,035)     (3,127,075)      (7,443,380)
       Rental income paid directly to lender by lessee                 (2,528,092)     (2,711,700)            -
       Amortization of initial direct costs                               384,612         907,858        1,814,617
       Depreciation expense                                             4,769,652       2,584,622             -
       (Reversal of) provision for bad debts                               -             (500,000)         400,000
       Impairment - unguaranteed residual values                          350,000             -               -
       Interest expense on non-recourse

         financings paid directly by lessees and
         interest accreted                                              2,536,757       3,810,182        4,632,496
       Income from leveraged leases                                      (586,808)     (2,115,504)      (2,620,312)
       (Income) loss from investments in

         unconsolidated joint ventures                                 (1,453,617)        552,951         (500,662)
       Minority interest expense                                            4,838          43,952            5,035
       Changes in operating assets and liabilities                       (248,180)      5,259,689        4,028,264
                                                                  ---------------- --------------  ---------------

         Total adjustments                                                (50,608)      4,333,594         (306,665)
                                                                  ---------------  --------------  ---------------

       Net cash (used in) provided by operating activities             (3,712,016)      2,856,578          986,596
                                                                  ---------------  --------------  ---------------


Cash flows from investing activities:

   Proceeds from the sales of equipment                                 6,184,106       7,771,021        4,516,096
   Proceeds from sale of minority interests
     in consolidated ventures                                             -             3,273,407        2,250,000
   Distributions received from unconsolidated joint ventures            1,288,983         255,047       10,116,067
   Investments in unconsolidated joint ventures                           -                  (283)      (1,220,286)
   Repurchase of minority interest
     in consolidated venture                                                 -                -         (2,362,500)
                                                                  ---------------  --------------  ---------------

       Net cash provided by investing activities                        7,473,089      11,299,192       13,299,377
                                                                  ---------------  --------------  ---------------


</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>


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


Cash flows from financing activities:
<S>                                                                   <C>              <C>              <C>
   Proceeds from non-recourse debt                                        -             2,111,726        2,376,033
   Principal payments on notes payable - non-recourse                    (250,000)     (3,868,718)        (712,042)
   Proceeds from note payable - recourse                               10,800,439         -              5,738,395
   Principal payments on notes payable - recourse                      (5,120,036)     (4,369,065)     (10,505,763)
   Cash distributions to partners                                     (10,231,624)    (10,732,739)     (10,748,904)
   Redemption of limited partnership units                                (35,776)        (47,009)         (37,811)
                                                                  ---------------- --------------  ---------------

       Net cash used in financing activities                           (4,836,997)    (16,905,805)     (13,890,092)
                                                                  ---------------- --------------  ---------------

Net (decrease) increase in cash and cash equivalents                   (1,075,924)     (2,750,035)         395,881

Cash and cash equivalents at beginning of year                          2,333,871       5,083,906        4,688,025
                                                                  ---------------  --------------  ---------------


Cash and cash equivalents at end of year                          $     1,257,947  $    2,333,871  $     5,083,906
                                                                  ===============  ==============  ===============

</TABLE>




                                                     (continued on next page)
























<PAGE>


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

                       Statements of Cash Flows(continued)

Supplemental Disclosure of Cash Flow Information


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

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

Principal and interest on
<S>                                                           <C>                 <C>              <C>

   finance receivables paid directly

   to lenders by lessees                                     $      2,269,884   $     12,831,791  $      30,849,889
Rental income assigned - operating lease receivable                 2,528,092          2,711,700              -
Principal and interest on non-recourse

   financings paid directly to lenders

   by lessees                                                      (4,797,976)       (15,543,491)       (30,849,889)
                                                             ----------------   ----------------  -----------------

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

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


Transfer of investment in finance leases

to investments in operating leases                           $      9,647,253   $     30,137,598  $          -
                                                             ================   ================  ================


Transfer of investment in operating leases, net of
   accumulated depreciation, to equipment held for

   sale or lease                                             $      3,258,314   $     18,769,730  $          -
                                                             ================   ================  =================


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


Interest paid directly to lenders by lessees
   pursuant to non-recourse financings                       $      2,536,757   $      3,810,182   $      4,632,496

Interest expense on recourse notes - paid                             978,885            149,715            950,876
                                                             ----------------   ----------------   ----------------

Total interest expense                                       $      3,515,642   $      3,959,897   $      5,583,372
                                                             ================   ================   ================




</TABLE>






See accompanying notes to consolidated financial statements.



<PAGE>


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

                          Notes to Financial Statements


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


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
12,449  limited  partnership  units during the years 1997 through 2002,  leaving
987,548 limited partnership units outstanding at December 31, 2002.


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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission  on the gross  proceeds  from sales of all  units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales.  The  total  underwriting  compensation  paid  by the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements  and due diligence  activities was
limited to 13 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 accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  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.  In addition,
management is required to disclose contingent assets and contingent liabilities.
Actual results could differ from those estimates.



<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  subsidiaries.  All  inter-company
accounts and transactions have been eliminated in consolidation. The Partnership
accounts for its interests in 50% or less owned joint  ventures under the equity
method of accounting.  In such cases, the Partnership's original investments are
recorded  at  cost  and  adjusted   for  its  share  of  earnings,   losses  and
distributions thereafter.

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

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as 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  and is subject to the  Partnership's  impairment  policy.  Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.
Initial direct costs of finance leases and leveraged  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 its 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 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, 2002, the Partnership
had  aircraft  parts and  rotables  that come off lease in 2002 and five vessels
that came off lease in 2001.  This  equipment is recorded at original  equipment
cost  less  accumulated  depreciation,  and  is  subject  to  the  Partnership's
impairment policy.

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



<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.

                                     Page 43

Last printed 03/31/03 3:49 PM


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


     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,  2002  and  2001  with  respect  to the
Partnership's  assets and  liabilities is not provided  because (i) SFAS No. 107
does not require  disclosures about the fair value of lease  arrangements,  (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  650 units during 2000,  939 units in 2001 and 1,101
units in 2002.  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  recorded  since the
liability  for  such  taxes  is that of each of the  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the federal and state taxing  authorities,  and changes, if any could adjust the
individual income tax of the partners.

     Reclassifications  - Certain items from prior years have been  reclassified
to conform with the 2002 classifications.

     New  Accounting  Pronouncements  - In June 2001,  the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143")
which is effective for fiscal years  beginning after June 15, 2002. SFAS No. 143
addresses financial accounting and reporting for obligations associated with the



<PAGE>


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

                    Notes to Financial Statements - Continued

     retirement  of  tangible   long-lived   assets  and  the  associated  asset
retirement  costs. The Partnership does not expect that the adoption of SFAS No.
143 will have a material impact on its financial position,  results or operation
or cash flows.

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

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


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


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


3.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

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



<PAGE>


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

                    Notes to Financial Statements - Continued


Consolidated Ventures


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

     ICON Cash Flow Partners L.L.C. III

     In  December  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 L.L.C.  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 L.L.C.  III.
Series  E's  investment  in ICON  Cash Flow  L.L.C.  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".  The
Partnership  contributed  three  offshore  supply  vessels  with a net  book and
approximate market value of $7,595,271,  and Fund Eight B contributed $3,723,407
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
Ventures 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 Ventures 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 Due to General Partner and affiliates.

Investments in Unconsolidated Joint Ventures


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

      ICON Receivables 1997-A LLC

     In March 1997 the Partnership 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 LLC ("1997-A"). In September 1997, the



<PAGE>


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

                    Notes to Financial Statements - Continued

Partnership, Series E and L.P. Six contributed and assigned additional equipment
lease and finance receivables and residuals to 1997-A. As of December 31, 2002,
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
investment 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, 2002 and 2001 is summarized
below:
<TABLE>

                                         December 31, 2002       December 31, 2001

<S>                                       <C>                    <C>
Assets                                    $       694,761        $   1,856,582
                                          ===============        =============

Liabilities                               $       390,389        $   1,707,445
                                          ===============        =============

Equity                                    $       304,372        $     149,137
                                          ===============        =============

Partnership's share of equity             $        60,784        $      29,783
                                          ===============        =============


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

Net income (loss)                         $       155,235        $  (2,004,455)
                                          ===============        =============

Partnership's share of net income (loss)  $        31,001        $    (551,414)
                                          ===============        =============
</TABLE>

     1997-A reversed a provision for bad debts of $268,834 for the year ended
December 31, 2002 and recorded a provision for bad debts of $1,825,000 for the
year ended December 31, 2001.


      ICON Receivables 1997-B LLC

      In August 1997, the Partnership and affiliates, Series E and L.P. Six,
formed ICON Receivables 1997-B LLC ("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.


<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
1997-B as of and for the years ended December 31, 2002 and 2001 is summarized
below:
<TABLE>

                                                                 December 31, 2002      December 31, 2001

<S>                                                              <C>                    <C>
           Assets                                                $     3,241,761        $   8,265,689
                                                                 ===============        =============

           Liabilities                                           $     2,825,588        $   7,876,692
                                                                 ===============        =============

           Equity                                                $       416,173        $     388,997
                                                                 ===============        =============

           Partnership's share of equity                         $        69,377        $      64,847
                                                                 ===============        =============


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


           Net income (loss)                                     $       223,402        $  (1,867,111)
                                                                 ===============        =============

           Partnership's share of net income (loss)              $        37,241        $    (311,247)
                                                                 ===============        =============


           Distributions                                         $       196,226        $         -
                                                                 ===============        =============

           Partnership's share of distributions                  $        32,711        $         -
                                                                 ===============        =============
</TABLE>


     1997-B recorded a provision for bad debts of $2,162,304 during the year
ended December 31, 2001.


     ICON/Boardman Facility LLC


      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 /Facility LLC ("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. Six, 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.


      In 2001 the other 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, 2002 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 filed for Chapter 11 bankruptcy protection in
December 2001. PGE has not filed for bankruptcy. While Enron owns all of PGE's
outstanding common stock, PGE is a separate legal entity, owns its assets and is
responsible for its own day-to-day operations. PGE continues to make its lease
payments and is current through March 2003.


<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
BF as of and for the years ended December 31, 2002 and 2001 is summarized below:
<TABLE>

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

<S>                                                           <C>                         <C>
                  Assets                                      $    23,193,438             $     24,855,375
                                                              ===============             ================

                  Liabilities                                 $    10,583,632             $     13,588,934
                                                              ===============             ================

                  Equity                                      $    12,609,806             $     11,266,441
                                                              ===============             ================

                  Partnership's share of equity               $        63,364             $         56,614
                                                              ===============             ================


                                                             For the Year Ended           For the Year Ended

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

                  Net income                                  $     1,343,365             $      1,341,877
                                                              ===============             ================

                  Partnership's share of net income           $         6,750             $          6,713
                                                              ===============             ================
</TABLE>


     ICON/AIC Trust

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

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


<PAGE>


                       ICON 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, 2002 and 2001 is summarized
below:
<TABLE>

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

<S>                                                           <C>                         <C>
         Assets                                               $     2,572,522             $      3,849,439
                                                              ===============             ================

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

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

         Partnership's share of equity                        $       791,308             $      1,184,087
                                                              ===============             ================


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


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

         Partnership's share of net income (loss)             $        65,319             $       (837,663)
                                                              ===============             ================

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

         Partnership's share of distributions                 $       539,188             $        255,047
                                                              ===============             ================

</TABLE>

     ICON Aircraft 24846 LLC

     In 2000, the Partnership and two affiliates, Fund Eight A and Fund Eight B,
formed ICON Aircraft 24846 LLC ("ICON Aircraft 24846") for the purpose of
acquiring an investment in a 767-300 ER aircraft leased to Scandinavian Airlines
Systems for a purchase price of $44,515,416, which was funded with cash of
$2,241,371 and non-recourse debt of $42,274,045. The rents and the aircraft have
been assigned to the unaffiliated non-recourse lender. The lease is scheduled to
expire in March 2003, at which time the balance of the non-recourse debt
outstanding is scheduled to be approximately $34,500,000. The Partnership is
currently negotiating a lease payment agreement with another overseas based
airline. Upon termination of current lease, the aircraft will first be upgraded
before re-leasing. The Partnership, 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 years ended December 31, 2002 and 2001 is
summarized below:
<TABLE>

                                                     December 31, 2002         December 31, 2001

<S>                                                  <C>                        <C>
         Assets                                      $     39,175,547           $    41,952,008
                                                     ================           ===============

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

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

         Partnership's share of equity               $         75,126           $        60,138
                                                     ================           ===============



                                                    For the Year Ended         For the Year Ended

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

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

         Partnership's share of net income           $         14,988           $        14,989
                                                     ================           ===============

</TABLE>

     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 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%, 1.0%, 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 years ended December 31, 2002 and 2001 is summarized
below:
<TABLE>


                                                     December 31, 2002         December 31, 2001

<S>                                                  <C>                        <C>
         Assets                                      $     14,765,333           $    23,869,671
                                                     ================           ===============

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

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

         Partnership's share of equity               $        992,219           $     1,311,861
                                                     ================           ===============



                                                    For the Year Ended         For the Year Ended

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

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

         Partnership's share of income               $        149,042           $       136,402
                                                     ================           ===============


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

         Partnership's share
           of distributions                          $        468,684           $         -
                                                     ================           ===============
</TABLE>

     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 $20,002,567 distributed to the joint venturers ($10,001,284
represented the Partnership's 50% share). The other joint venturers are not
affiliates of the Partnership. The Partnership originally reflected its pro rata
share of the lease and related debt on its balance sheet. During 2002, the
investment was reclassified as an investment in a joint venture in the
accompanying consolidated financial statements. Amounts recorded in the prior
year's financial statements have been reclassified to reflect the current year's
presentation. The reclassification did not have any effect on the Partnership's
consolidated financial condition or results of operations.

     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, 2002 under this guarantee
was approximately $120,000.



<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 North
Sea as of and for the years ended December 31, 2002 and 2001 is summarized
below:
<TABLE>

                                                                 December 31, 2002       December 31, 2001

<S>                                                             <C>                     <C>
         Assets                                                 $     10,504,336        $     11,169,465
                                                                ================        ================

         Liabilities                                            $     22,983,403        $     25,450,283
                                                                ================        ================

         Partners' equity (deficit)                             $    (12,479,067)       $    (14,280,818)
                                                                =================       ================

         Partnership's share of equity (1)                      $      1,307,967        $        407,091
                                                                ================        ================


                                                              For the Year Ended        For the Year Ended

                                                                 December 31, 2002       December 31, 2001

         Net income                                             $      2,298,551        $      2,028,400
                                                                ================        ================

         Partnership's share of net income                      $      1,149,276        $      1,014,200
                                                                ================        ================

         Distributions                                          $        496,800        $         -
                                                                ================        ================

         Partnership's share of distributions                   $        248,400        $         -
                                                                ================        ================

</TABLE>

(1) The Partnership has positive capital due to the fact that prior years'
distributions were overly allotted to the co-venturer.


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




<PAGE>


                       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. Effective April 1, 2003 the aircraft will be leased to a
new lessee, World Airways, Inc. The purchase price was $11,429,751.


     The net investment in the leveraged leases as of December 31, 2002 and
2001 consisted of the following:
<TABLE>


                                                                              2002              2001
                                                                              ----              ----
      Non-cancelable minimum rents receivable (net of
<S>                                                                    <C>                <C>
        principal and interest on non-recourse debt)                   $    10,002,727    $     10,002,727
      Estimated unguaranteed residual values                                20,865,000          22,700,000
      Initial direct costs                                                     181,010             335,456
      Unearned income                                                       (3,171,029)         (5,747,283)
                                                                       ---------------    ----------------
                                                                       $    27,877,708    $     27,290,900
                                                                       ===============    ================
</TABLE>


     During 2002, the Company reduced the estimated unguaranteed residual value
of one of the aircraft and recorded an impairment provision of $1,835,000 as a
result of a recent appraisal which indicated a lower value at lease termination
than initially estimated. The impairment provision has been reflected net in
income from leveraged leases.

     Non-cancelable minimum rents receivable and debt payments relating to the
leveraged leases at December 31, 2002 are $11,988,717 while the related
principal and interest on non-recourse debt is $1,985,990 at December 31, 2002.
Such amounts are due as follows:


               Year Ending
              December 31,             Rents Due             Debt Payments
              -----------              ---------             -------------

                  2003             $      6,178,357        $      1,985,990
                  2004                    5,810,360                    -
                                   ----------------        ----------------

                                   $     11,988,717        $      1,985,990
                                   ================        ================



<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 leases at December 31, 2002 and 2001 consisted
of the following:
<TABLE>


                                                                                   2002                  2001
                                                                                   ----                  ----

<S>                                                                          <C>                   <C>
Equipment cost, beginning of the year                                        $      9,678,415      $          -

Transfer of investment in finance leases
   to operating leases                                                              9,647,253            30,137,598

Transfer of operating lease equipment to equipment
   held for sale or lease                                                          (5,129,877)          (20,459,183)
                                                                             -----------------     ----------------

Equipment cost, end of year                                                        14,195,791             9,678,415
                                                                             ----------------      ----------------

Accumulated depreciation, beginning of year                                          (895,169)                 -

Depreciation expense                                                               (4,769,652)           (2,584,622)

Accumulated depreciation to equipment
   held for sale or lease                                                           3,961,238             1,689,453
                                                                             ----------------      ----------------

Accumulated depreciation, end of year                                              (1,703,583)             (895,169)
                                                                             ----------------      ----------------

Investment in operating leases, end of year                                  $     12,492,208      $      8,783,246
                                                                             ================      ================
</TABLE>

     In 2001 the investment in operating leases consisted of six vessels which
were originally on lease to Seacor Smit, Inc., and its affiliates, ("Seacor")
and were classified as finance leases from their acquisition in 1997 until 2001.
During 2001, when the finance leases expired, they were reclassified as
operating leases (subject to short term operating leases) as well as certain
aircraft parts and rotables whose finance leases also expired in 2001 and which
were renewed on a month to month basis in 2001. In the second half of 2001 five
of the six vessels were returned by the lessee. At December 31, 2001, the five
returned vessels were reclassified as equipment held for sale or lease.

     In 2002, two additional vessels which were originally on lease to Seacor
were reclassified as operating leases (subject to short term operating leases).
Also in 2002, the aircraft parts and rotables were returned by the lessee and
were reclassified as equipment held for sale or lease and the Partnership has
sold some of this equipment for gross proceeds of $594,823.



<PAGE>


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

                    Notes to Financial Statements - Continued

7.   Receivables Due In Installments

     Non-cancelable minimum rental amounts due on finance leases and financings
are as follows:

                        Year Ending
                       December 31,               Amount

                           2003                $    1,507,134
                           2004                       745,000
                                               --------------

                                               $    2,252,134

8.   Allowance for Doubtful Accounts

     The allowance for doubtful accounts consists of the following:
<TABLE>

                                                                                              Amount

<S>                         <C>                                                           <C>
         Balance at January 1, 2000                                                       $   1,077,221

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

         Balance at December 31, 2000                                                         1,477,221


         Reversal of provision for bad debts                                                   (500,000)

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

         Balance at December 31, 2001                                                           915,985

         Writeoffs                                                                             (626,684)
                                                                                          -------------

         Balance at December 31, 2002                                                     $     289,301
                                                                                          =============
</TABLE>


9.   Notes Payable

     Notes payable consists of non-recourse notes payable of $27,186,863 and
recourse notes payable of $27,707,802 of which $20,811,758 is secured by the
Partnership's investment in estimated unguaranteed residuals (see Note 4), other
unsecured recourse amounts of $516,703 and $6,379,341 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:

  Year Ending           Notes Payable -      Note Payable -
 December 31,            Non-Recourse           Recourse             Total

     2003              $     12,489,134      $    6,379,341    $   18,868,475
     2004                    14,697,729          21,328,461        36,026,190
                       ----------------      --------------    --------------

                       $     27,186,863      $   27,707,802    $   54,894,665
                       ================      ==============    ==============


<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, 2002) plus one
half percent. At December 31, 2002, the Partnership had $453,901 outstanding
under the Facility. The Facility originally expires in December 2002 and is
renewable on a bi-annual basis. The Partnership did not exercise its renewal
option and paid the outstanding amount in full in February 2003 in the amount of
$460,382.


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



<PAGE>


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

                    Notes to Financial Statements - Continued

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, 2002, 2001 and 2000
were as follows:
<TABLE>


                                                                                            Charged to
                                                                        Capitalized         Operations

<S>                                                                    <C>                <C>
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
                                                                       ==============     ==============

Management fees                                                        $         -        $      975,642
Administrative expense reimbursements                                             -              419,784
                                                                       --------------     --------------

Year ended December 31, 2002                                           $         -        $    1,395,426
                                                                       ==============     ==============
</TABLE>

     In accordance with the terms of 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 ventures with other partnerships
sponsored by the General Partner. See Note 3 for additional information relating
to the 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 statement
reporting purposes to loss for federal income tax purposes for the years ended
December 31, 2002, 2001 and 2000:
<TABLE>

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


     Net (loss) income
<S>                                                           <C>               <C>              <C>
       per financial statements                               $    (3,661,408)  $    (1,477,016) $     1,293,261


     Differences due to:

       Direct finance leases and financings                         5,793,149        14,524,332       27,175,238
       Depreciation                                                (7,892,419)      (23,242,100)     (36,903,785)
       (Recovery of) provision for losses                                    -                   (500,000)         400,000
       Loss (gain) on sale of equipment                             3,896,215        (2,088,097)       1,020,325
       Other                                                          (15,377)          141,840         (213,838)
                                                              ----------------  ---------------  ---------------

     Partnership loss for

      federal income tax purposes                             $    (1,879,840)  $   (12,641,041) $    (7,228,799)
                                                              ===============   ===============  ===============
</TABLE>

     As of December 31, 2002, the partners' capital accounts included in the
financial statements totaled $34,366,112 compared to the partners' capital
accounts for federal income tax purposes of $10,726,253 (unaudited) as of
December 31, 2002. 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, 2002 and 2001:

<TABLE>

                                                                       For the Quarter Ended

                                               March 31,            June 30,     September 30,         December 31,
                                               --------             -------      ------------          -----------
2002

<S>                                       <C>                <C>                  <C>              <C>
     Revenues                             $      1,747,484   $      1,520,917     $   3,949,647    $      1,107,977
                                          ================   ================     =============    ================


     Net (loss) income allocable to
       limited partners                   $   (1,115,229)    $      (741,593)     $   1,003,593    $     (2,771,565)
                                          ==============     ===============      =============    =================

     Net (loss) income per weighted
        average limited partnership
       unit                               $        (1.13)    $          (.75)     $      1.01      $          (2.80)
                                          ==============     ===============      ===========      =================

2001

     Revenues                             $      2,624,603   $      2,366,156     $   3,716,618    $        452,115
                                          ================   ================     =============    ================


     Net (loss) income allocable to

       limited partners                   $      (66,936)    $        (22,684)    $     859,467    $     (2,232,093)
                                          ==============     ================     =============    ================




     Net (loss) income per weighted
       average limited partnership
       unit                               $      (.07)       $          (.02)     $    .87         $        (2.26)
                                          ===========        ===============      ========         ===============
</TABLE>

13.      Significant Lessees


     The Partnership had leases which accounted for 10% or more of total revenue
for the years ended December 31, 2002 and 2001. For the year ended December 31,
2002, Federal Express, Seacor Smit and Seacor Marine accounted for 31%, 16% and
14%, respectively. For the year ended December 31, 2001, Federal Express, Seacor
Smit, Seacor Marine and Seacor Offshore accounted for 21%, 19%, 18% and 13%,
respectively.







<PAGE>


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


                                December 31, 2002


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

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

PART III

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

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

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

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

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

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

Paul B. Weiss                President and Director

Thomas W. Martin             Executive Vice President and Director

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

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


<PAGE>


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


                                December 31, 2002


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

Item 11.  Executive Compensation


     The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2002, 2001 and 2000.
<TABLE>


        Entity                 Capacity         Type of Compensation           2002          2001          2000
        ------                 --------         --------------------           ----          ----          ----


<S>                        <C>               <C>                           <C>           <C>           <C>
ICON Capital Corp.        General Partner    Acquisition fees            $         -   $   -         $      495,732
ICON Capital Corp.        General Partner    Management fees                   975,642     1,958,755      3,378,163
ICON Capital Corp.        General Partner    Administrative expense

                                               reimbursements                  419,784       661,519      1,268,398
                                                                         ------------- ------------- --------------


                                                                         $   1,395,426 $   2,620,274 $    5,142,293
                                                                         ============= ============= ==============

</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

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

           Title                             Amount Beneficially                        Percent
         of Class                                   Owned                              of Class

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

Item 13.  Certain Relationships and Related Transactions

     See Item 11 for a discussion of the Partnership's related party
transactions. See Note 4 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, 2002


Item 14.  Controls and Procedures

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

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

PART IV

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

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

     2. Financial Statement Schedule - None.

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

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

         (i)   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)



<PAGE>


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


                                December 31, 2002


(iv) Loan and Security Agreement

(v) First Amendment to Loan and Security Agreement

(b) Reports on Form 8-K

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


(c)  Exhibits


     10.1     Loan and Security Agreement

     10.2     First Amendment to Loan and Security Agreement


99       Unconsolidated Joint Venture Financial Statements (see (d) below)

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

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


(d)  Unconsolidated Joint Venture Financial Statements


     ICON Receivables 1997-A LLC - as of and for the years ended December 31,
     2002 and 2001 ICON Receivables 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, 2002 and 2001 ICON Cheyenne LLC - as of and for the year ended December
     31, 2002 ICON North Sea (Connecticut) Limited Partnership - as of and for
     the years ended December 31, 2002 and 2001



<PAGE>


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


                                December 31, 2002


                                   SIGNATURES

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

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


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

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

ICON Capital Corp.
sole General Partner of the Registrant

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


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


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


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

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




<PAGE>



                              Certifications - 10-K

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

1.   I have reviewed this quarterly report on Form 10-K of ICON Cash Flow
     Partners L.P. Seven;

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

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

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

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

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

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

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

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

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

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

Dated:  March 31, 2003

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Seven



<PAGE>



                              Certifications - 10-K

I, Thomas W. Martin, certify that:

1.   I have reviewed this annual report on Form 10-K of ICON Cash Flow Partners
     L.P. Seven;

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

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

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

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

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

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


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

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

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

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

Dated:  March 31, 2003

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of the General Partner of the
Registrant) ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Seven



<PAGE>

EXHIBIT 10.1




                           LOAN AND SECURITY AGREEMENT




                               dated May 30, 2002


                                     between


                       ICON CASH FLOW PARTNERS L.P. SEVEN

                          ICON INCOME FUND EIGHT A L.P.

                          ICON INCOME FUND EIGHT B L.P.

                                       and

                            COMERICA BANK-CALIFORNIA

















<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                                                                          <C>
                                                                                                             Page



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


</TABLE>

<PAGE>




                           LOAN AND SECURITY AGREEMENT

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

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

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

1.       AMOUNT AND TERMS OF CREDIT

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

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

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

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

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

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

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

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

         1.2......Interest Rates.

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

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

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

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

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

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

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

         1.5......Repayment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         1.11  Extension of Time for Advances and Repayment.

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

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

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

2.       CREATION OF SECURITY INTEREST

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

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

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

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

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

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

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

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

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

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

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

3.       CONDITIONS PRECEDENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.       REPRESENTATIONS AND WARRANTIES OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5.       AFFIRMATIVE COVENANTS OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         5.12.....Operating Accounts.

                  5.12.1 Maintain Borrower's banking relationship with Lender.

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

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

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

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

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

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

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

6.       NEGATIVE COVENANTS OF BORROWER

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

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

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

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

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

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

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

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

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

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

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

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

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

7.       FINANCIAL COVENANTS

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

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

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

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

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

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

8.       EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.      MISCELLANEOUS PROVISIONS

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

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

         10.3.....Construction; Interpretation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
<S>                                                         <C>

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

By:                                                          By:
   --------------------------------------------------

Name:                                                        Name:
     ------------------------------------------------

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

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

                                                             By:________________________________

                                                             Name:______________________________

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


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

                                                             By:________________________________

                                                             Name:______________________________

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

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

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



</TABLE>

<PAGE>








                                   APPENDIX A


                               GENERAL DEFINITIONS


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

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

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

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

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

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

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

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

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

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

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

         Cash - items designated as cash under GAAP.

         Cash Equivalents - items designated as cash equivalents under GAAP.

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

         Closing Date - the date of execution of this Agreement.

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

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

                  (a) the Accounts;

                  (b) Borrower's Books;

                  (c) the Chattel Paper;

                  (d) the Deposit Accounts;

                  (e) the Equipment;

                  (f) the General Intangibles;

                  (g) the Inventory;

                  (h) the Investment Property;

                  (i) the Leases;

                  (j) the Letter of Credit Rights;

                  (k) the Loan Contracts;

                  (l) the Negotiable Collateral;

                  (m) the Intellectual Property Collateral;

                  (n) the Joint Ventures;

                  (o) the Trusts;

                  (p) the Partnerships;

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

                  (r) the Supporting Obligations;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (a) Copyrights, Trademarks and Patents;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Loan Account - the Revolving Loan Account.

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

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

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

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

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

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

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

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

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

         Partnership - a partnership in which Borrower is a partner.

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

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

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

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

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

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

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

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

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

         Revolving Loan Maturity Date - May 31, 2003.

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

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

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

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

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

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

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

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




<PAGE>










                                   SCHEDULE 1

                   LEASES, LOAN CONTRACTS AND RELATED PROPERTY


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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













<PAGE>



                                    Exhibit 1

                                Borrower's Report

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


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

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

         Each Borrower hereby certifies to Lender as follows:

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

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

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

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

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

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

          G.   Borrower  requests  that the proceeds of the Loan be disbursed by
               Lender         in         the          following          manner:
               -----------------------------------------.
<TABLE>
<CAPTION>

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

                  1.   Maximum Loan Limitation a. Maximum Availability:
                            i.  Maximum Revolving Amount      $17,500,000
                            ii.  Borrowing Base                        $___________
                            iii. Lesser of i. or ii., above: $___________ b.
                        Less: Principal Amount Outstanding
                           of All Revolving Loans, Prior to New
                           Revolving Loan                                               $___________
                         c.  Net Available:                                                     $___________
                            d.  Amount of New Revolving Loan
                           (May Not Exceed 1.c., above)                                 $___________

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

</TABLE>


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


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

                                                 By:
                                                      Name:
                                                      Title:


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

                      By:_________________________________

                        Name:____________________________

                       Title:_____________________________


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

                       By:________________________________

                        Name:___________________________

                       Title:____________________________







<PAGE>


                                    Exhibit 2

                                 Promissory Note

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

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

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

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

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



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

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

                         By:
     Name:
    Title:

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

                            By:_______________________________
                                 Name:___________________________
                                 Title:____________________________

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

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


                                    Exhibit 3

                             Compliance Certificate

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

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

THE UNDERSIGNED HEREBY CERTIFIES THAT:

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

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

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

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

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

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

COVENANT:                                                            ACTUAL:

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

7.2      Minimum Tangible Net Worth for Each Borrower:

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



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



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


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


7.4      Profitability for Each Borrower

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

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

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


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

                       By:_________________________
 Name:
                           Title:  Chief Financial Officer


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

                        By:_________________________
 Name:
                            Title:  Chief Financial Officer

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

                        By:_________________________
 Name:
                           Title:  Chief Financial Officer




<PAGE>



                                    Exhibit 4

         Borrowing Base / Eligible Borrowing Base Contract Aging Report

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

Each Borrower hereby certifies to Lender as follows:
1 Except as stated in Paragraph 2, below, each of the contracts described below
is an Eligible Borrowing Base Contract. 2 Exceptions to Paragraph 1 (if none, so
state):____________________________________ 3 Except as stated in Paragraph 4,
below, each of the contracts described below is an Eligible Residual Value of an
Eligible
         Borrowing Base Contract.
4        Exceptions to Paragraph 3 (if none, so state):____________________________________

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

                             Notes to Borrowing Base

A)  Maximum  Line  Availability  to be the  lesser  of  the  Borrowing  Base  or
$17,500,000
B) Borrowing Base to be based on Eligible  Residual  Values will be
capped at  $1,000,000
C) Gross and  discounted  lease  receivables  and residual
values listed for the EKA Chemicals  reflect ICON 7's 50% interest in this lease
investment.
<S>                <C>              <C>             <C>           <C>              <C>


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


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

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

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



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



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

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

Tangible Net Worth of ICON 8A as of last day of preceding month (provide exact
amount if known; otherwise, provide estimate):
$---------------.


------------------- --------------- --------------- -------------- --------------- --------------- ---------------
ICON 8B Lessee      Equip. Type     Gross Lease     PV of Lease    Gross Residual  PV of Residual
                                    Rec.            Rec                                            Exp. Date
------------------- --------------- --------------- -------------- --------------- --------------- ---------------
CSK Auto
Regus
Petsmart
                    ----------------- -------------- -------------- --------------- -------------- ---------
                    Sub Totals        $0             $0             $0              $0

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

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

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

<PAGE>


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

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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________


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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________


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

    By:_______________________________________

    Name:____________________________________

    Title:_____________________________________





<PAGE>
EXHIBIT 10.2
                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


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

                                    RECITALS

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

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

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

         NOW, THEREFORE, IT IS AGREED THAT:

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

         2. Amendments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.
<TABLE>
<CAPTION>
<S>                                               <C>

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

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


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


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

By:______________________________
         Paul B. Weiss, President


</TABLE>





<PAGE>


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

                                December 31, 2002




EXHIBIT 99



Unconsolidated Joint Venture Financial Statements

ICON  Receivables  1997-A LLC - as of and for the years ended  December 31, 2002
and 2001

ICON Receivables 1997-B LLC - as of and for the year ended December 31, 2002

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

ICON Cheyenne LLC - as of and for the year ended December 31, 2002

ICON North Sea (Connecticut) Limited Partnership - as of and for the years ended
December 31, 2002 and 2001



<PAGE>



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

                                December 31, 2002


EXHIBIT 99.1


     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital Corp.,  the sole General  Partner of ICON Cash Flow Partners L.P. Seven,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      the Annual Report on Form 10-K for the period ended December 31, 2002
         (the "Annual Report") which this statement accompanies fully complies
         with the requirements of Section 13(a) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m) and

(2)      information contained in the Annual Report fairly presents, in all
         material respects, the financial condition and results of operations of
         ICON Cash Flow Partners L.P. Seven.

Dated:  March 31, 2003



                           /s/ Beaufort J.B. Clarke
                           ---------------------------------------------------
                           Beaufort J.B. Clarke
                           Chairman and Chief Executive Officer
                           ICON Capital Corp.
                           sole General Partner of ICON Cash Flow Partners
                           L.P. Seven







<PAGE>







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

                                December 31, 2002


EXHIBIT 99.2


     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow Partners L.P. Seven, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)      the Annual Report on Form 10-K for the period year ended December 31,
         2002 (the "Annual Report") which this statement accompanies fully
         complies with the requirements of Section 13(a) of the Securities
         Exchange Act of 1934 (15 U.S.C. 78m) and

     (2) information contained in the Annual Report fairly presents, in all
         material respects, the financial condition and results of operations of
         ICON Cash Flow Partners L.P. Seven.

Dated:  March 31, 2003



                       /s/ Thomas W. Martin
                       ----------------------------------------------------
                       Thomas W. Martin
                       Executive Vice President (Principal
                       Financial and Accounting Officer)
                       ICON Capital Corp.
                      sole General Partner of ICON Cash Flow Partners L.P. Seven



<PAGE>










                           ICON Receivables 1997-A LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)





















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

We have audited the accompanying  balance sheet of ICON  Receivables  1997-A LLC
(the  "Company")  as of  December  31,  2002,  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.  The  financial  statements of ICON  Receivables  1997-A LLC as of
December 31, 2001,  were audited by other  auditors whose report dated April 15,
2002, expressed an unqualified opinion on those statements.

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

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 2002  financial  statements  referred to the above  present
fairly,  in all material  respects,  the financial  position of ICON Receivables
1997-A LLC as of December 31 2002,  and the  results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



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


March 13, 2003
New York, New York



<PAGE>





                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>

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

Cash                                                     $    64,889    $   673,740

Investment in finance leases
   Minimum rents receivable                                  684,130      2,984,147
   Estimated unguaranteed residual values                    169,186        269,211
   Unearned income                                           (76,362)      (134,914)
   Allowance for doubtful accounts                          (492,234)    (2,174,224)

                                                             284,720        944,220

Other assets                                                 345,152        238,622

Total assets                                             $   694,761    $ 1,856,582

         Liabilities and Members' Equity

Notes payable non-recourse                               $      --      $ 1,157,730
Security deposits, deferred credits and other payables       390,389        549,715

Total liabilities                                            390,389      1,707,445

Commitments and Contingencies

Members' equity                                              304,372        149,137

Total liabilities and members' equity                    $   694,761    $ 1,856,582


</TABLE>



See accompanying notes to financial statements.






<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Operations

                        For the Years Ended December 31,


                                                        2002           2001
                                                        ----           ----

Revenue

   Finance income                                  $    49,798    $   465,049
   Interest income and other                             5,342         56,001
   (Loss) gain on sale of investments                  (12,763)        26,997

   Total revenues                                       42,377        548,047

Expenses

   General and administrative and other expenses       119,347        531,747
   Interest expense                                     36,629        195,755
   (Reversal of) provision for doubtful accounts      (268,834)     1,825,000

   Total expenses                                     (112,858)     2,552,502

Net income (loss)                                  $   155,235    $(2,004,455)


<PAGE>




See accompanying notes to financial statements.




<PAGE>



                           ICON Receivables 1997-A LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001



Balance at January 1, 2001                               $ 2,153,592

Net loss                                                  (2,004,455)

Balance at December 31, 2001                                 149,137

Net income                                                   155,235

Balance at December 31, 2002                             $   304,372



See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

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

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

Cash flows from operating activities:
   Net income (loss)                                              $   155,235    $(2,004,455)
   Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating activities:
       Loss (gain) on sale of investments                              12,763        (26,997)
       (Reversal of) provision for doubtful accounts                 (268,834)     1,825,000
       Changes in operating assets and liabilities:
         Other assets                                                (106,530)       602,179
         Security deposits, deferred credits and other payables      (159,326)    (1,283,114)
         Change in operating assets and liabilities                   238,748      4,476,202

         Total adjustments                                           (283,179)     5,593,270

       Net cash (used in) provided by operating activities           (127,944)     3,588,815

Cash flows from investing activities:
   Proceeds from the sale of investments                              676,823        323,574

       Net cash provided by investing activities                      676,823        323,574

Cash flows from financing activities:
   Principal payments on notes payable non-recourse                (1,157,730)    (3,858,368)

       Net cash used in financing activities                       (1,157,730)    (3,858,368)

Net (decrease) increase in cash                                      (608,851)        54,021

Cash at beginning of year                                             673,740        619,719

Cash at end of year                                               $    64,889    $   673,740


Supplemental information-interest paid                            $    36,629    $   194,555

</TABLE>


See accompanying notes to financial statements.



<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON Receivables  1997-A LLC (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 each 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
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Significant   estimates   include  the  allowance  for  doubtful   accounts  and
unguaranteed  residual  values.  Management  believes  that  the  estimates  and
assumptions  utilized in preparing its financial  statements  are reasonable and
prudent.  In addition,  management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases and Revenue  Recognition - 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  or written  off when the
analysis indicates that the probability of collection of the account is remote.


<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

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

     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.

     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 re-lease or sale of the equipment.

3.   Finance Lease Receivables

     Non-cancelable  minimum  annual  rental  amounts  due on finance  leases at
December 31, 2002 are as follows:

           Year Ending
          December 31,               Amount
          ------------              -------

             2003                   $ 666,116
             2004                      18,014
                                    ---------

                                    $ 684,130

     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
2003.






<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

4.   Allowance for Doubtful Accounts

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

<TABLE>
<CAPTION>
                                                      Finance
                                                      Leases      Financings        Total
                                                      ------      ----------        -----
<S>                                               <C>           <C>             <C>

Balance at January 1, 2001                        $   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

    Accounts written-off                           (1,413,156)          --       (1,413,156)
    Reversal of provision for doubtful accounts      (268,834)          --         (268,834)

Balance at December 31, 2002                      $   492,234    $      --      $   492,234

</TABLE>



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 $345,152 and $206,421
at December 31, 2002 and 2001,  respectively,  which represent amounts collected
by an affiliate on the Company's behalf.




<PAGE>










                           ICON Receivables 1997-A LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)





















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

We have audited the accompanying  balance sheet of ICON  Receivables  1997-A LLC
(the  "Company")  as of  December  31,  2002,  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.  The  financial  statements of ICON  Receivables  1997-A LLC as of
December 31, 2001,  were audited by other  auditors whose report dated April 15,
2002, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

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 2002  financial  statements  referred to the above  present
fairly,  in all material  respects,  the financial  position of ICON Receivables
1997-A LLC as of December 31 2002,  and the  results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



                                                      /s/Hays & Company LLP
                                                      ---------------------
                                                       Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>





                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>

<S>                                                            <C>           <C>
         Assets                                                2002          2001
                                                               ----          ----

Cash                                                     $    64,889    $   673,740

Investment in finance leases
   Minimum rents receivable                                  684,130      2,984,147
   Estimated unguaranteed residual values                    169,186        269,211
   Unearned income                                           (76,362)      (134,914)
   Allowance for doubtful accounts                          (492,234)    (2,174,224)

                                                             284,720        944,220

Other assets                                                 345,152        238,622

Total assets                                             $   694,761    $ 1,856,582

         Liabilities and Members' Equity

Notes payable non-recourse                               $      --      $ 1,157,730
Security deposits, deferred credits and other payables       390,389        549,715

Total liabilities                                            390,389      1,707,445

Commitments and Contingencies

Members' equity                                              304,372        149,137

Total liabilities and members' equity                    $   694,761    $ 1,856,582


</TABLE>



See accompanying notes to financial statements.






<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Operations

                        For the Years Ended December 31,


                                                        2002           2001
                                                        ----           ----

Revenue

   Finance income                                  $    49,798    $   465,049
   Interest income and other                             5,342         56,001
   (Loss) gain on sale of investments                  (12,763)        26,997

   Total revenues                                       42,377        548,047

Expenses

   General and administrative and other expenses       119,347        531,747
   Interest expense                                     36,629        195,755
   (Reversal of) provision for doubtful accounts      (268,834)     1,825,000

   Total expenses                                     (112,858)     2,552,502

Net income (loss)                                  $   155,235    $(2,004,455)


<PAGE>




See accompanying notes to financial statements.




<PAGE>



                           ICON Receivables 1997-A LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001



Balance at January 1, 2001                               $ 2,153,592

Net loss                                                  (2,004,455)

Balance at December 31, 2001                                 149,137

Net income                                                   155,235

Balance at December 31, 2002                             $   304,372



See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>
<CAPTION>

<S>                                                                    <C>            <C>
                                                                       2002           2001
                                                                       ----           ----

Cash flows from operating activities:
   Net income (loss)                                              $   155,235    $(2,004,455)
   Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating activities:
       Loss (gain) on sale of investments                              12,763        (26,997)
       (Reversal of) provision for doubtful accounts                 (268,834)     1,825,000
       Changes in operating assets and liabilities:
         Other assets                                                (106,530)       602,179
         Security deposits, deferred credits and other payables      (159,326)    (1,283,114)
         Change in operating assets and liabilities                   238,748      4,476,202

         Total adjustments                                           (283,179)     5,593,270

       Net cash (used in) provided by operating activities           (127,944)     3,588,815

Cash flows from investing activities:
   Proceeds from the sale of investments                              676,823        323,574

       Net cash provided by investing activities                      676,823        323,574

Cash flows from financing activities:
   Principal payments on notes payable non-recourse                (1,157,730)    (3,858,368)

       Net cash used in financing activities                       (1,157,730)    (3,858,368)

Net (decrease) increase in cash                                      (608,851)        54,021

Cash at beginning of year                                             673,740        619,719

Cash at end of year                                               $    64,889    $   673,740


Supplemental information-interest paid                            $    36,629    $   194,555

</TABLE>


See accompanying notes to financial statements.



<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON Receivables  1997-A LLC (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 each 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
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Significant   estimates   include  the  allowance  for  doubtful   accounts  and
unguaranteed  residual  values.  Management  believes  that  the  estimates  and
assumptions  utilized in preparing its financial  statements  are reasonable and
prudent.  In addition,  management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases and Revenue  Recognition - 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  or written  off when the
analysis indicates that the probability of collection of the account is remote.


<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability for such taxes is that of each of the members rather than the Company.
The Company's  income tax returns are subject to  examination by the federal and
state taxing authorities, and changes, if any could adjust the individual income
taxes of the members.

     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.

     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 re-lease or sale of the equipment.

3.   Finance Lease Receivables

     Non-cancelable  minimum  annual  rental  amounts  due on finance  leases at
December 31, 2002 are as follows:

           Year Ending
          December 31,               Amount
          ------------              -------

             2003                   $ 666,116
             2004                      18,014
                                    ---------

                                    $ 684,130

     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
2003.






<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

4.   Allowance for Doubtful Accounts

     The allowance for doubtful  accounts  related to the investments in finance
leases and  financings  consisted of the following:

<TABLE>
<CAPTION>
                                                      Finance
                                                      Leases      Financings        Total
                                                      ------      ----------        -----
<S>                                               <C>           <C>             <C>

Balance at January 1, 2001                        $   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

    Accounts written-off                           (1,413,156)          --       (1,413,156)
    Reversal of provision for doubtful accounts      (268,834)          --         (268,834)

Balance at December 31, 2002                      $   492,234    $      --      $   492,234

</TABLE>



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 $345,152 and $206,421
at December 31, 2002 and 2001,  respectively,  which represent amounts collected
by an affiliate on the Company's behalf.




<PAGE>











                                 ICON/AIC TRUST

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)


<PAGE>








                          INDEPENDENT AUDITOR'S REPORT


The Beneficiaries
ICON/AIC TRUST

We have audited the accompanying  balance sheet of ICON/AIC TRUST as of December
31,  2002,  and the related  statements  of  operations,  changes in  beneficial
interestholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these financial  statements  based on our audit. The
financial  statements of ICON/AIC TRUST as of December 31, 2001, were audited by
other  auditors  whose  report dated April 15,  2002,  expressed an  unqualified
opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly, in all material respects, the financial position of ICON/AIC TRUST as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.


                                               /s/Hays & Company LLP
                                               --------------------------------
                                               Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>


                                 ICON/AIC TRUST

                                 Balance Sheets

                                  December 31,

<TABLE>

                                                                 2002         2001
                                                                 ----         ----
          Assets

<S>                   <C>                                     <C>          <C>
Note receivable (Note 3) ..................................   $2,572,522   $3,645,250
Due from affiliate (Note 4) ...............................         --        204,189
                                                              ----------   ----------

Total assets ..............................................   $2,572,522   $3,849,439
                                                              ==========   ==========


         Liabilities and Beneficial Interestholders' Equity

Beneficial interestholders' equity ........................   $2,572,522   $3,849,439
                                                              ----------   ----------

Total liabilities and beneficial interestholders' equity ..   $2,572,522   $3,849,439
                                                              ==========   ==========

</TABLE>



























See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                           2002           2001
                                                           ----           ----
Revenue

<S>                                                    <C>           <C>
Finance income .....................................   $      --     $   921,436
Interest income ....................................        63,500          --
Other income .......................................       148,849          --
                                                       -----------   -----------

Total revenue ......................................       212,349       921,436
                                                       -----------   -----------

Expenses

Loss from the sales of investments in finance leases          --       2,472,400
Foreign currency loss ..............................          --         607,831
Interest expense ...................................          --         434,526
Amortization of initial direct costs ...............          --          94,375
                                                       -----------   -----------

Total expenses .....................................          --       3,609,132
                                                       -----------   -----------

Net income (loss) ..................................   $   212,349   $(2,687,696)
                                                       ===========   ===========



</TABLE>




















See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

           Statements of Changes in Beneficial Interestholders' Equity

                        For the Years Ended December 31,


<TABLE>

                                                                              2002                             2001
                                                                              ----                             ----

<S>                                                    <C>                 <C>              <C>                <C>
Beneficial interestholders' equity, beginning of the year
   (including accumulated other comprehensive
   income of $0 and $607,831)                                            $   3,849,439                       $6,758,454

Distributions to beneficial interestholders                                 (1,752,885)                        (829,150)

Net income (loss)                                    $      212,349                       $   (2,687,696)

Other comprehensive income - foreign
   translation gain                                         263,319                            -
Realization of foreign translation loss
   on sales of investment in finance leases               -                                      607,831
                                                     --------------                       --------------

Comprehensive income (loss)                                                    475,668                       (2,079,865)
                                                                         -------------                    -------------

Beneficial interestholders' equity, end of year
   (including accumulated other comprehensive
   income of $263,319 and $0)                                            $   2,572,522                    $   3,849,439
                                                                         =============                    =============

</TABLE>



















See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                 2002          2001
                                                                 ----          ----
Cash flows from operating activities:
<S>                                                         <C>            <C>
   Net income (loss) ....................................   $   212,349    $(2,687,696)
                                                            -----------    -----------
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities:
   Loss from the sale of investments in finance leases ..          --        2,472,400
   Foreign currency loss ................................          --          607,831
   Finance income portion of receivables paid directly
     to lenders by lessees ..............................          --         (921,436)
   Interest expense on non-recourse financing paid
     directly to lenders by lessees .....................          --          434,526
   Amortization of initial direct costs .................          --           94,375
   Changes in operating assets:
     Due from affiliate .................................       204,189       (204,189)
     Collection of principal-non-financed receivables ...          --          154,053
                                                            -----------    -----------

   Total adjustments ....................................       204,189      2,637,560
                                                            -----------    -----------

   Net cash provided by (used in) operating activities ..       416,538        (50,136)
                                                            -----------    -----------

Cash flows from investing activities:
   Collections of notes receivable ......................     1,336,347           --
   Proceeds from sales of investments in finance leases .          --          879,286
                                                            -----------    -----------
   Net cash provided by investing activities ............     1,336,347        879,286
                                                            -----------    -----------

Cash flows used in financing activities:
   Cash distributions to beneficial interestholders .....    (1,752,885)      (829,150)
                                                            -----------    -----------

Net increase in cash ....................................          --             --

Cash at beginning of year ...............................          --             --
                                                            -----------    -----------

Cash at end of year .....................................   $      --      $      --
                                                            ===========    ===========


</TABLE>






                                                        (continued on next page)


<PAGE>


                                 ICON/AIC TRUST

                      Statements of Cash Flows (Continued)

                        For the Years Ended December 31,

Supplemental Disclosure of Cash Flow Information

     For the  years  ended  December  31,  2002 and  2001,  non-cash  activities
included the following:

                                                         2002         2001
                                                         ----         ----
Principal and interest on direct finance
   receivables paid directly to lenders by lessees   $    --     $ 4,973,382
Principal and interest on non-recourse
   financing paid directly to lenders by lessees .        --      (4,973,382)
                                                     ---------   -----------

                                                     $    --     $      --
                                                     =========   ===========


     Interest  expense of $0 and $434,526 for the years ended  December 31, 2002
and 2001 respectively,  consisted of interest expense on non-recourse  financing
paid or accrued directly to lenders by lessees.






























See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON/AIC TRUST (the "Trust"),  was formed and commenced business operations
in 1999 to accept a  contribution  of  equipment  leases in the United  Kingdom,
subject to related debt,  from ICON Cash Flow Partners L.P. Seven (L.P.  Seven).
Subsequently,  L.P. Seven sold interests in the Trust to ICON Cash Flow Partners
L.P.  Eight A ("Fund  Eight A") and to ICON Cash Flow  Partners  L.P. Six ("L.P.
Six").

2.       Significant Accounting Policies

     Basis of Accounting and  Presentation - The Trust's  records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses  during  the  reporting  periods.  Significant  estimates  include  the
allowance for doubtful  accounts and unguaranteed  residual  values.  Management
believes that the estimates and assumptions  utilized in preparing its financial
statements are reasonable  and prudent.  In addition,  management is required to
disclose  contingent  assets and  contingent  liabilities.  Actual results could
differ from those estimates.

     The  contributed  leases were all receivable in British pounds sterling and
the related  non-recourse  debt was  payable in British  pounds  sterling.  As a
result, the functional currency of the Trust is the British pounds sterling. The
financial statements are translated into U.S. dollars and resulting  translation
gains and losses are included as other comprehensive income.

     Leases and Revenue  Recognition - The Trust  accounted for owned  equipment
leased to third  parties  as  finance  leases.  For  finance  leases,  the Trust
recorded,   the  total  minimum  lease   payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represented the difference between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased equipment.  Unearned income was recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  Initial direct costs of finance leases were  capitalized  and amortized
over the terms of the related leases using the interest method.

     Impairment of Estimated  Residual  Values - The Trust's policy with respect
to impairment of estimated  residual values was to review,  on a periodic basis,
the carrying  value of its residuals on an individual  assets basis to determine
whether events or changes in circumstances  indicated that the carrying value of
an asset was not recoverable and, therefore, an impairment loss should have been
recognized.  The events or changes in  circumstances  which generally  indicated
that the residual  value of an asset had been  impaired  were (i) the  estimated
fair value of the underlying  equipment was less than the Trust's carrying value
or (ii) the lessee was experiencing financial difficulties and it did not appear
likely that the estimated  proceeds from the  disposition  of the asset would be
sufficient to satisfy the remaining  obligation to the  non-recourse  lender and
the Trust's residual position.




<PAGE>


                                 ICON/ AIC TRUST

                    Notes to Financial Statements (Continued)
                                December 31, 2002

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes is that of each of the  beneficial  interestholders'
rather than the Trust. The Trust's income tax returns are subject to examination
by the federal and state taxing  authorities,  and changes,  if any could adjust
the individual income taxes of the beneficial interestholders.

3.       Sale of Finance Leases and Note Receivable

     On December 28, 2001,  the Trust sold its  remaining  investment in finance
leases subject to the remaining  related  non-recourse  debt, for a non-interest
bearing note which is collectible over a two and one half year period. The gross
note amount was  (pound)2,575,000 or $3,744,822 based upon the currency exchange
rate at December 31, 2001 and  discounted for imputed  interest.  The gross note
amount is  (pound)1,625,000  or $2,572,522 based upon the currency exchange rate
at December 31, 2002 and discounted for imputed interest. The note receivable is
due as follows:

      January 2003                   (pound)     450,000
      June 2003                                  425,000
      January 2004                               375,000
      June 2004                                  375,000
                                           -------------
                                   (pound)     1,625,000
                                           =============

     Foreign  currency  translation  gains  or  losses  are  recorded  as  other
comprehensive income or loss.

4.   Related Party Transactions

     The Trust is  managed by the  General  Partner  of the  Trust's  beneficial
interestholders.  The costs of administering  the Trust were not significant and
were absorbed by the beneficiaries in proportion to their sharing interests.



<PAGE>










                                ICON Cheyenne LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)







<PAGE>













                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Cheyenne LLC

We have  audited  the  accompanying  balance  sheet  of ICON  Cheyenne  LLC (the
"Company")  as of December 31, 2002 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 audit.  The  financial  statements  of ICON  Cheyenne LLC as of December 31,
2001,  were  audited  by other  auditors  whose  report  dated  April 15,  2002,
expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly, in all material respects, the financial position of ICON Cheyenne LLC as
of December 31, 2002,  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/Hays & Company LLP
                                                          Hays & Company LLP


March 13, 2003
New York, New York







<PAGE>


                                ICON Cheyenne LLC

                                 Balance Sheets

                                  December 31,

                                             2002                2001
                                             ----                ----

     Assets

Cash                                    $       305,358    $        279,550
                                        ---------------    ----------------

Investment in operating leases:
   Equipment cost                            22,496,293          28,832,836
   Accumulated depreciation                  (9,523,221)         (6,386,270)
                                        ---------------    -----------------
                                             12,973,072          22,446,566
                                        ---------------    ----------------

Equipment held for sale or lease              1,211,669               -

Due from affiliates                                -                878,015

Other assets                                    275,234             265,540
                                        ---------------    ----------------

Total assets                            $    14,765,333    $     23,869,671
                                        ===============    ================


   Liabilities And Members' Equity

Notes payable, non-recourse             $     4,796,713    $     10,223,768
Deferred income and other liabilities           331,604             921,738
Due to affiliates                                13,164               -
                                        ---------------    ----------------

Total liabilities                             5,141,481          11,145,506
                                        ---------------    ----------------

Commitments and Contingencies

Members' equity                               9,623,852          12,724,165
                                        ---------------    ----------------

Total liabilities and members' equity   $    14,765,333    $     23,869,671
                                        ===============    ================





See accompanying notes to financial statements.


<PAGE>


                                ICON Cheyenne LLC

                            Statements of Operations

                        For the Years Ended December 31,

                                                   2002              2001
                                                   ----              ----

Revenues

   Rental income                               $   6,903,098    $   8,830,255
   Gain on sales of equipment                        275,489           92,695
   Interest income and other                              -            90,230
                                               -------------    -------------

   Total revenues                                  7,178,587        9,013,180
                                               -------------    -------------

Expenses

   Depreciation expense                            5,173,296        6,722,261
   Interest expense                                  490,733          931,643
   General and administrative                         68,951           36,262
                                               -------------    -------------

   Total expenses                                  5,732,980        7,690,166
                                               -------------    -------------

Net income                                     $   1,445,607    $   1,323,014
                                               =============    =============






See accompanying notes to financial statements.



<PAGE>


                                ICON Cheyenne LLC

                     Statement of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001


Members' equity at January 1, 2001                 $      11,401,151

Net income                                                 1,323,014
                                                    ----------------

Members' equity at December 31, 2001                      12,724,165

Distributions to members                                  (4,545,920)

Net income                                                 1,445,607
                                                    ----------------

Members' equity at December 31, 2002                $      9,623,852
                                                    ================





See accompanying notes to financial statements.



<PAGE>


                                ICON Cheyenne LLC

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>
<CAPTION>

<S>                                                          <C>               <C>
                                                             2002              2001
                                                             ----              ----
Cash flows from operating activities:
   Net income                                            $ 1,445,607    $   1,323,014
                                                         -----------    -------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                        5,173,296        6,722,261
       Rental income paid directly to lenders by lessees  (4,894,866)      (8,426,301)
       Interest expense on non-recourse financing paid
         directly by lessees                                 490,733          931,643
       Gain on sales of equipment                           (275,489)         (92,695)
       Changes in operating assets and liabilities:
         Due to/from affiliates                              891,179         (878,015)
         Deferred income and other liabilities              (590,134)         921,738
         Other assets                                         (9,694)        (265,540)
                                                         -----------    -------------

           Total adjustments                                 785,025       (1,086,909)
                                                         -----------    -------------

       Net cash provided by operating activities           2,230,632          236,105
                                                         -----------    -------------

Cash flows from investing activities:
   Proceeds from sales of equipment                        2,341,096          629,514
                                                         -----------    -------------

Cash flows from financing activities:
   Distributions to members                               (4,545,920)            -
   Repayment of non-recourse debt                                -           (586,069)
                                                         ------------   -------------

       Net cash used in financing activities              (4,545,920)        (586,069)
                                                         -----------    -------------


Net increase in cash                                          25,808          279,550

Cash at beginning of year                                    279,550               -
                                                         -----------    -------------

Cash at end of year                                      $   305,358    $     279,550
                                                         ===========    =============
</TABLE>







                                                      (continued on next page)


<PAGE>


                                ICON Cheyenne LLC

                      Statements of Cash Flows (Continued)

Supplemental Disclosure of Cash Flow Information

     For the years ended December 31, 2002 and 2001, non-cash activities
included the following:
<TABLE>
<CAPTION>

<S>                                                          <C>                <C>
                                                             2002               2001
                                                             ----               ----

Rental income paid directly to lenders by lessees     $        4,894,866   $      8,426,301
Principal and interest on non-recourse financing
  paid directly to lenders by lessees                         (4,894,866)        (8,426,301)
                                                      ------------------   ----------------

                                                      $          -         $            -
                                                      ==================   ================
Interest expense on non-recourse financing
  accrued or paid directly to lenders by lessees      $          490,733   $        931,643
                                                      ==================   ================

Non-recourse debt assumed by lessees
  upon lease termination                              $        1,022,922   $            -
                                                      ==================   ================


</TABLE>



See accompanying notes to financial statements.


<PAGE>


                                ICON Cheyenne LLC

                          Notes to Financial Statements

                                December 31, 2002

1.   Organization

     ICON  Cheyenne  LLC (the  "LLC") was formed  December  27,  2000 as a joint
venture between four affiliates; ICON Income Fund Eight B L.P. ("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 L.P. ("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 with 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
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
include the allowance for doubtful  accounts and  unguaranteed  residual values.
Management believes that the estimates and assumptions utilized in preparing its
financial  statements  are reasonable  and prudent.  In addition,  management is
required  to  disclose  contingent  assets and  contingent  liabilities.  Actual
results could differ from those estimates.

     Leases  and  Revenue  Recognition-  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  on the  straight-line  method over the lease terms.  Billed and
uncollected operating lease receivables are included in other assets.

     Equipment  Held for Lease or Sale - The off-lease  equipment are carried at
cost, less accumulated  depreciation,  subject to the  Partnership's  impairment
policy.

     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 salvage 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.



<PAGE>


                                ICON Cheyenne LLC

                    Notes to Financial Statements (Continued)

                                December 31, 2002

     Income  Taxes - No  provision  for  income  taxes has been  recorded  since
liability  for such taxes is that of each member  rather than the LLC. The LLC's
income tax returns are subject to  examination  by the federal and state  taxing
authorities, and changes, if any could adjust the individual income taxes of the
partners.

     Reclassifications   -  Certain   items  from  the  prior  years  have  been
reclassified to conform to the classifications used in 2002.

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
years ended  December 31, 2002 and 2001 the LLC sold a portion of such equipment
upon termination of the underlying leases.

     The investment in operating leases at December 31, 2002 and 2001 consisted
of the following:
<TABLE>
<CAPTION>

<S>                                                           <C>                   <C>
                                                              2002                  2001
                                                              ----                  ----

Equipment cost, beginning of year                      $     28,832,836      $     29,705,716

Transfer to equipment held for sale or lease                 (1,211,669)                  -

Equipment dispositions                                       (5,124,874)             (872,880)
                                                       ----------------      ----------------

Equipment cost, end of year                                  22,496,293            28,832,836
                                                       ----------------      ----------------

Accumulated depreciation, beginning of year                  (6,386,270)                  -

Depreciation expense                                         (5,173,296)           (6,722,261)

Accumulated depreciation on equipment sold                    2,036,345               335,991
                                                       ----------------      ----------------

Accumulated depreciation, end of year                        (9,523,221)           (6,386,270)
                                                       ----------------      ----------------

Investment in operating leases, end of year            $     12,973,072      $     22,446,566
                                                       ================      ================
</TABLE>

     Non-cancellable rents due on operating leases are as follows:

               YearEnding
              December 31,                    Amount

                  2003                   $    3,880,525
                  2004                        1,116,519
                  2005                          414,756
                  2006                           14,264
                                         --------------

                                         $    5,426,064
                                         ==============



<PAGE>



                                ICON Cheyenne LLC

                    Notes to Financial Statements (Continued)

                                December 31, 2002

4.   Notes Payable

     Notes payable consist of non-recourse notes, which accrue interest at rates
ranging  from 5.52% to 8.02%,  and which are being paid  directly  to lenders by
lessees.

     The notes mature as follows:

               YearEnding
              December 31,                    Amount

                  2003                   $    3,325,400
                  2004                        1,065,119
                  2005                          399,351
                  2006                            6,843
                                         --------------

                                         $    4,796,713
                                         ==============


5.   Related Party Transactions

     The amount due to affiliates represents net rental payments received by the
LLC on behalf of affiliated companies.

















                   North Sea (Connecticut) Limited Partnership

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditors' Report Thereon)


<PAGE>













                          INDEPENDENT AUDITORS' REPORT


The Partners
North Sea (Connecticut) Limited Partnership

We have audited the accompanying balance sheets of North Sea (Connecticut)
Limited Partnership (the "Partnership") as of December 31, 2002 and 2001, and
the related statements of operations, changes in partners' deficit, and cash
flows for the years ended December 31, 2002 and 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 2002 and 2001, 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/Cohen & Schaeffer P.C.
                                        Cohen & Schaeffer P.C.


March 18, 2003
New York, New York



<PAGE>


                   North Sea (Connecticut) Limited Partnership

                                 Balance Sheets

                                  December 31,


         Assets                                         2002           2001
         ------                                         ----           ----

Rents receivable                                   $  2,119,597    $  2,233,401

Equipment subject to operating lease,
   net of accumulated depreciation of $1,355,341
   and $804,016 at 2002 and 2001                      8,384,739       8,936,064
                                                   ------------    ------------

Total assets                                       $ 10,504,336    $ 11,169,465
                                                   ============    ============

         Liabilities and Partners' Deficit

Note payable, non-recourse                         $ 21,862,343    $ 24,743,746
Accrued interest payable                                624,260         706,537
Deferred income                                         496,800            --
                                                   ------------    ------------

Total liabilities                                    22,983,403      25,450,283
                                                   ------------    ------------

Commitments and Contingencies

Partners' deficit:
   General Partner                                       (9,692)        (27,709)
   Limited Partners                                 (12,469,375)    (14,253,109)
                                                   ------------    ------------

Total partners' deficit                             (12,479,067)    (14,280,818)
                                                   ------------    ------------

Total liabilities and partners' deficit            $ 10,504,336    $ 11,169,465
                                                   ============    ============















See accompanying notes to financial statements.


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                            Statements of Operations

                        For the Years Ended December 31,

                                           2002          2001
                                           ----          ----

Revenue

   Rental income from operating lease   $5,121,175   $5,121,175
                                        ----------   ----------

Expenses

   Interest expense                      2,271,299    2,541,450
   Depreciation expense                    551,325      551,325
                                        ----------   ----------

   Total expenses                        2,822,624    3,092,775
                                        ----------   ----------

Net income                              $2,298,551   $2,028,400
                                        ==========   ==========





























See accompanying notes to financial statements.


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                   Statements of Changes in Partners' Deficit

                 For the Years Ended December 31, 2002 and 2001

<TABLE>
                                                       Class A        Class B        Class C
                                         General       Limited        Limited        Limited
                                         Partner      Partners       Partners        Partner           Total


<S>                              <C>                   <C>              <C>             <C>            <C>
Balance at December 31, 2000   $      (47,993)       $(9,957,833)     $  (5,696,283)  $  (607,109)   $  (16,309,218)

Net income                             20,284            993,916           -             1,014,200        2,028,400
                                      -----------  -------------  --------------  -------------  ---------------

Balance at December 31, 2001          (27,709)        (8,963,917)        (5,696,283)       407,091        (14,280,818)
                               ---------------   ------------     ------------    ---------      -------------

Distribution to partners               (4,968)              -             (243,432)      (248,400)        (496,800)

Net income                             22,985         1,126,290           -               1,149,276        2,298,551
                                      -----------  -------------  --------------  -------------  ---------------

Balance at December 31, 2002   $      (9,692)   $    (7,837,627)     $  (5,939,715)  $  1,307,967   $  (12,479,067)
                               =============      =============       =============   ============   ==============





</TABLE>


















See accompanying notes to financial statements.


<PAGE>



                   North Sea (Connecticut) Limited Partnership

                            Statements of Cash Flows

                        For the Years Ended December 31,

                                                      2002            2001

Cash flows from operating activities:
   Net income                                      $ 2,298,551    $ 2,028,400
                                                   -----------    -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                    551,325        551,325
       Rentals paid directly to lender by lessee    (5,234,978)    (5,234,978)
       Interest on non-recourse financing
         paid directly to lender by lessee           2,353,574      2,616,225
       Rents receivable                                113,804        113,804
       Accrued interest payable                        (82,276)       (74,776)
       Deferred income                                 496,800           --
                                                   -----------    -----------

           Total adjustments                        (1,801,751)    (2,028,400)
                                                   -----------    -----------

       Net cash provided by operating activities       496,800           --
                                                   -----------    -----------

Cash distribution to partners                         (496,800)          --
                                                   -----------    -----------

Net increase decrease in cash                             --             --

Cash at the beginning of the year                         --             --
                                                   -----------    -----------

Cash at the end of the year                        $      --      $      --
                                                   ===========    ===========


<PAGE>


                   North Sea (Connecticut) Limited Partnership

                      Statements of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

     Interest expense of $2,271,298 and $2,541,450 for the years ended December
31, 2002 and 2001 respectively, consisted of interest expense on non-recourse
financing accrued or paid directly to the lender by the lessee.

     For the year ended December 31, 2002 and December 31, 2001 non-cash
activities included the following:
<TABLE>

<S>                                                   <C>                <C>
Rents receivable paid directly to lender by lessee    $     5,234,978    $      5,234,978
Principal and interest on non-recourse financing
  paid directly to lender by lessee                        (5,234,978)         (5,234,978)
                                                      ---------------    ----------------

                                                      $           -      $          -
                                                      ===============    ================


</TABLE>



































See accompanying notes to financial statements.


<PAGE>


                                    North Sea (Connecticut) Limited Partnership

                                           Notes to Financial Statement

                                                 December 31, 2002

1.       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 its 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.

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 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 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



<PAGE>


                                    North Sea (Connecticut) Limited Partnership

                                           Notes to Financial Statement

                                                 December 31, 2002

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

              2003               $      5,234,978
             2004                        5,234,978
              2005                      5,234,978
             2006                        5,234,978
             2007                        5,234,978
             Thereafter                 2,617,491
                                 ----------------

                                 $     28,792,381

4.   Note Payable

     The note payable, non-recourse, accrues interest at a rate of 9.79 % and
matures as follows:

              Year                    Amount

              2003               $      3,170,397
              2004                      3,488,375
              2005                      3,838,245
              2006                      4,223,206
              2007                      4,646,778
              Thereafter                2,495,342
                                 ----------------

                                 $     21,862,343

     The lessee pays rent directly to the lender to repay the note payable. The
lender has a security interest in the lease and the mobile 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.


<PAGE>


                                    North Sea (Connecticut) Limited Partnership

                                           Notes to Financial Statement

                                                     December 31, 2002
5.       Deferred Income

     In December of 2002 the Partnership received a facilitation fee of $496,800
from the assignment of the outstanding note payable (see note 4). The note
payable was assigned from the original lender to the new lender resulting in no
change to the existing structure of the note. The Partnership recorded the
facilitation fee as deferred income and will be ratably recognized as income
over the remaining life of the note.

     Income will be recognized over the remaining life of the note as follows:

                           Year

                           2003                      $        148,006
                           2004                               125,210
                           2005                               100,129
                           2006                                72,532
                           2007                                42,167
                           Thereafter                          8,756
                                                            -------------------

                                                     $        496,800

6.       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 their percentage interests of 1%, 49%
                  and 50%, respectively.

           There have been no net losses allocated to Class B Limited Partners
           or the General Partner prior to 2000.

(b)               Net loss for each fiscal year of the Partnership shall be
                  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


<PAGE>


                                    North Sea (Connecticut) Limited Partnership

                                           Notes to Financial Statement

                                                 December 31, 2002

(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 shall make distributions to the Partners, as follows:

(a)  Distributions of available cash, as defined, shall be distributed to the
     General Partner, the Class B 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.