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, 2003
                         -------------------------------------------------------
                                  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, 2003

                                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 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               13

8.   Financial Statements                                                  14-41

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                      42

9A.  Controls and Procedures                                                  42

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                       42-43

11.  Executive Compensation                                                   43

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        43-44

13.  Certain Relationships and Related Transactions                           44

14.  Principal Accounting Fees and Services                                   44

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       44-45

SIGNATURES                                                                    46

Certifications                                                             47-50

<PAGE>

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

                                December 31, 2003

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 2003,  leaving
987,548 limited partnership units outstanding at December 31, 2003.

     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  including  equipment,  leases  and
financing transactions under a management agreement with the Partnership.

     The  Partnership's   reinvestment  period  ended  November  2002,  and  the
disposition period began immediately thereafter.  During the disposition period,
the  Partnership  has  and  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to the  partners and
continue the orderly termination of its operations and affairs.  The Partnership
has and will not invest in any additional finance or lease  transactions  during
the disposition period.

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
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its partners.  To achieve this objective
the  Partnership  has:  (1)  acquired  a  diversified  portfolio  of leases  and
financing  transactions;  (2) made  monthly  cash  distributions  to its limited
partners  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  equipment  and  financing  transactions  during the  reinvestment
period;  and (4)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its partners.

     The Partnership had leases which accounted for 10% or more of total revenue
for the  years  ended  December  31,  2003,  2002 and 2001.  For the year  ended
December  31,  2003,  Fedex  Corporation,  Seacor  Offshore  and  Seacor  Marine
accounted for 14%, 10% and 17%,  respectively.  For the year ended  December 31,
2002, Fedex  Corporation,  Seacor Smit and Seacor Marine accounted for 31%, 16%,
and 14,  respectively.  For the year ended December 31, 2001, Fedex Corporation,
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, 2003

     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, 2003 and 2002 the  Partnership  did not
purchase any equipment. The Partnership disposed of equipment that were on lease
after lease expiration in 2003, for a gain of $120,524.

Item 2.  Properties
         ----------

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

Item 3.  Legal Proceedings
         -----------------

     The  Partnership,  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 2003.
<PAGE>

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

                                December 31, 2003

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 February 29, 2004
         --------------                               ------------------------

      Limited Partners                                         4,597
      General Partner                                              1

     The Partnership made distributions on a monthly basis,  totaling $1,645,916
and $10,129,308 for the years ended December 31, 2003 and 2002, respectively. In
2003, the Partnership's last distribution payment was in April 2003.

Item 6.  Selected Consolidated Financial Data

<TABLE>
<CAPTION>


                                                                      Year Ended December 31,
                                                                      -----------------------
                                             2003             2002                 2001            2000            1999
                                             ----             ----                 ----            ----

<S>                                    <C>             <C>                   <C>              <C>             <C>
Total revenue                          $    1,576,532  $      8,326,025      $     9,159,492  $   14,713,736  $  19,572,257
                                       ==============  ================      ===============  ==============  =============

Net (loss) income                      $ (17,300,236)  $     (3,661,408)     $    (1,477,016) $    1,293,261  $   3,514,436
                                       ==============  ================      ===============  ==============  =============

Net (loss) income allocable
   to Limited Partners                 $ (17,127,234)  $     (3,624,794)     $    (1,462,246) $    1,280,328  $   3,479,291
                                       ==============  ================      ===============  ==============  =============

Net (loss) income allocable
   to the General Partner              $    (173,002)  $        (36,614)     $       (14,770) $       12,933  $      35,145
                                       ==============  ================      ===============  ==============  =============

Weighted average limited
   partnership units outstanding              987,458          988,099               989,112          989,929         992,719
                                       ==============  ================      ===============  ==============  =============

Net (loss) income per weighted
   average limited partnership unit    $      (17.34)  $         (3.67)       $       (1.48)  $        1.29  $        3.50
                                       ==============  ================      ===============  ==============  =============

Distributions to limited partners      $   1,645,916   $     10,129,308      $    10,632,716  $   10,641,411  $  10,677,316
                                       ==============  ================      ===============  ==============  =============

Distributions per weighted average
    limited Partnership units          $        1.67   $         10.25       $        10.75   $        10.75  $       10.75
                                       ==============  ================      ===============  ==============  =============

Distributions to the
   General Partner                     $      16,627   $        102,316      $       100,023  $      107,493  $     107,872
                                       ==============  ================      ===============  ==============  =============

</TABLE>

<TABLE>
<CAPTION>
                                                                       December 31,
                                                2003          2002               2001            2000             1999
                                                ----          ----               ----            ----             ----

<S>                                    <C>             <C>                   <C>              <C>             <C>
Total assets                           $   52,063,566  $     74,009,303      $   104,334,907  $  130,936,301  $ 172,007,288
                                       ==============  ================      ===============  ==============  =============

Notes Payable                          $  36,156,703   $     38,769,665      $    50,984,856  $   81,889,191  $ 100,544,315
                                       ==============  ================      ===============  ==============  =============

Partners' Equity                       $   15,403,333  $     34,366,112      $    48,294,920  $   60,551,684  $    70,045,138
                                       ==============  ================      ===============  ==============  =============

</TABLE>


     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes included in Item 8 of this
report.
<PAGE>

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

                               December 31, 2003

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

     Forward-Looking  Information - The following discussion and analysis should
be read in  conjunction  with  the  audited  consolidated  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.

     Overview - The results of operations  reflect the risk factors  outlined in
the Partnership's prospectus. Such risk factors include, but are not limited to,
the  decline  in the  value of the  Partnership's  equipment,  no  guarantee  of
profitability,  the potential of lessee  default,  and economic  factors such as
prevailing  interest rates. These risk factors affect the Partnership's  ability
to realize income,  in that they increase the  Partnership's  expenses by way of
additional  depreciation,  impairment  loss,  and  provision  for bad debts.  In
addition, as the Partnership liquidates its portfolio and leases expire the cash
flow will decrease.

     Under  the  Operating  Agreement  of  the  Partnership,  the  term  of  the
Partnership  is limited  within the  life-span  of the leases  remaining  in the
portfolio during the liquidation  period.  Therefore,  as the leases mature, the
expected  revenue from the portfolio will decline.  However,  the  Partnership's
expenses,  while  declining  during the  liquidation  period will  increase as a
percentage of lease revenue as certain  expenses are fixed;  thereby  decreasing
the partnership's cash flow.

     As the Partnership is currently  operating in its liquidation  period,  the
General  Partner  diligently  monitors the  portfolio  for any trends that would
affect equipment values.

     The  Partnership - 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  2003,  leaving  987,548  limited   partnership  units
outstanding at December 31, 2003.

     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.

Results of Operations for the Years Ended December 31, 2003 and 2002

     Revenues for the year ended  December 31, 2003 were  $1,576,532 as compared
to $8,326,025  for the year ended  December 31, 2002  representing a decrease of
$6,749,493. The decrease in revenues resulted primarily from decreases in income
from leveraged  leases of $2,075,270,  rental income of $1,162,981,  income from
investment  in  unconsolidated  joint  ventures of $211,760,  finance  income of
$823,942, and gain on sales of equipment of $2,591,211.  The decrease in gain on
sales of equipment  was due to a sale of equipment in the third  quarter of 2002
whereas no similar sale occurred in 2003.  The decrease in rental income was due
to equipment,  previously  held as investments in operating  leases,  which were
subsequently  reclassified  as equipment held for sale or lease during 2003. The

<PAGE>

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

                                December 31, 2003

decrease in finance  income  resulted  primarily  from a decrease in the average
size  of  the  Partnership's  lease  portfolio.  The  decrease  in  income  from
investment  in  unconsolidated  joint  ventures  was  due to net  losses  in the
operations  of several of the  unconsolidated  joint  ventures in 2003 which the
Partnership has an interest in. The decrease in income from leveraged leases was
due to a reduction in the estimated unguaranteed residual value of $3,400,000 of
one of the  aircraft as a result of a recent  appraisal  and a  leveraged  lease
which  came to  term in the  first  quarter  of  2003,  which  was  subsequently
reclassified as an investment in operating leases.

     Expenses for the year ended December 31, 2003 were  $18,876,768 as compared
to $11,987,433 for the year ended December 31, 2002, representing an increase of
$6,889,335.  The increase in expenses was primarily  attributable to an increase
in  depreciation  expense  of  $1,025,613,  due  primarily  to  equipment  being
reclassified  from finance leases or investment in leveraged leases to operating
leases in the third  quarter of 2002 and the third  quarter of 2003. An increase
in  provision  for  impairment  of  7,500,000  due to a decrease in the value of
several of the  Partnership's  equipment held for sale or lease.  An increase in
vessel  maintenance  of $551,157  was due to the storage and  remarketing  costs
associated with the off-lease  vessels during 2003. The increase in expenses was
partially  offset by a decrease in interest  expense of $833,118,  a decrease in
management  fees - General  Partner of  $380,485,  a decrease in  administrative
expense  reimbursements  -  General  Partner  of  $176,875,  and a  decrease  in
amortization  of initial  direct  costs of  $200,523.  The  decrease in interest
expense was due to a decrease in the average debt outstanding from 2002 to 2003.
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 portfolio.  The decrease in amortization
of initial  direct costs  resulted  from the decrease in the average size of the
Partnership's finance lease portfolio.

     Net loss for the years ended December 31, 2003 and 2002 was $17,300,236 and
$3,661,408,  respectively. The net loss per weighted average limited partnership
unit  outstanding was $17.34 and $3.67, for the year ended December 31, 2003 and
2002, respectively.

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.

<PAGE>





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

                                December 31, 2003

     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 vessel  maintenance of $351,386.  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 vessel  maintenance  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.

     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.

Liquidity and Capital Resources

     The  Partnership's  primary source of liquidity in 2003 were  borrowings of
$690,000,  proceeds from the sale of equipment of $1,050,865  and  distributions
received  from  unconsolidated  joint  ventures of  $671,137.  Distributions  to
partners aggregated $1,662,543, the Partnership repaid recourse debt of $453,901
and used  cash in  operating  activities  for  $1,249,206.  As a result  of this
activity the Partnership's liquidity was reduced.

     The Partnership's cash flow from operating  activities may be less than the
Partnership's  current  level of  expenses.  To the  extent  that  cash  flow is
insufficient  to pay such  expenses,  the  Partnership  may be  required to sell
assets prior to maturity or borrow against future cash flows.

     The Partnership's  notes payable at December 31, 2003 totaled  $36,156,703.
These amounts consisted of $23,790,254 of non-recourse  notes and $12,366,449 of
recourse  notes  payable.  $5,751,009  of the recourse  notes are secured by the
investments  in three  aircraft  residuals  with an aggregate  carrying value at
$4,686,758 at December 31, 2003. 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.

     On May 30 2002,  the  Partnership  entered  into a  $17,500,000  joint  and
several line of credit  agreement dated shared with Income Fund Eight-A L.P. and
Income Fund Eight B L.P.  (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,  5.00% at December 31, 2003) 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 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

<PAGE>

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

                                December 31, 2003

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 line of credit was extended for twelve  additional  months  expiring May 31,
2004. As of December 31, 2003, the Partnership had $6,615,440  outstanding under
the line.  Aggregate  borrowing by all Funds under the line of credit  agreement
aggregated $12,779,986 on December 31, 2003.

     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 plus one half percent (4.75% at December
31, 2002). At December 31, 2002, the Partnership had $453,901  outstanding under
the Facility. The Facility originally expired in December 2002 and was 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.

     The  Partnership has the following  contractual  obligations as of December
31,  2003.  This  obligation  arises  mainly from the  acquisition  of equipment
subject to lease. Rental payments from the leases associated with this equipment
are assigned to paydown such obligations.


<TABLE>
<CAPTION>

                                                                   Payments Due By Period
                                                                   ----------------------

                                                     Total           2004          2005           2006
                                                     -----           ----          ----           ----

   <S>                                          <C>            <C>               <C>         <C>
   Long-term obligation (Notes payable)         $ 36,156,702   $ 20,405,665      $   -       $   15,751,037

</TABLE>


     See Note 9 to the consolidated  financial statements,  as set forth in Part
II,  Item  8,  Consolidated   Financial  Statements  for  information  regarding
non-recourse and recourse debt.

     Cash distributions to the limited partners for the years ended December 31,
2003 and 2002, which were paid over four months and twelve months  respectively,
totaled $1,645,916 and $10,129,308, respectively, which was a return of capital.
The monthly  annualized cash distribution rate to limited partners for the years
ended December 31, 2003 and 2001 was 1.67% and 10.25% respectively,  which was a
return of capital.

     It is anticipated that cash distributions,  if any, will not be significant
until  the  realization  of  proceeds  from the  sale or  release  of  equipment
currently  on or off lease.  There  were no cash  distributions  to the  limited
partners since April 2003.

     The  Partnership's   reinvestment  period  ended  November  2002,  and  the
disposition period began immediately thereafter.  During the disposition period,
the  Partnership  has  and  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to the  partners and
continue the orderly termination of its operations and affairs.  The Partnership
has and will not invest in any additional finance or lease  transactions  during
the disposition  period.

<PAGE>

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

                                December 31, 2003

     As of December 31, 2003 there were no known trends or demands, commitments,
events or  uncertainties  apart from those  mentioned  above which are likely to
have any material  effect on liquidity.  As cash is realized from operations and
additional  borrowings,  the  Partnership  will  continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve requirements and recurring obligations.

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

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  consolidated  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 effect 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.

     Use of Estimates - 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
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as finance  leases,  leveraged  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     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 its  estimated  residual  value at
lease termination 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.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

<PAGE>

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

                                December 31, 2003

     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  Partnership
carries its investments in the future estimated  unguaranteed residual values of
assets at cost,  which is equal to or less than  market  values,  subject to the
Partnership's  policy  relating to impairment of review.  Proceeds  received are
recognized as a recovery of cost due to the uncertainty of ultimate realization.
Proceeds received in excess of costs are recognized as gain.

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets  simultaneously,  if held in  quantity,  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.

New Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003.  The  adoption  of this  standard  did not have a  material  effect on the
Partnership's  financial  position  or results of  operations.

<PAGE>

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

                                December 31, 2003

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position or results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
Partnership's  consolidated  financial  statements.  A  Partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
Partnership's  interest  in the VIE is such that the  Partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     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.

<PAGE>

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

                                December 31, 2003

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 a floating rate line 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 line of credit as of December  31,  2003 was  $6,615,440.  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, 2003

Item 8.  Consolidated Financial Statements
         ---------------------------------

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>

                                                                                                      Page Number
                                                                                                      -----------

<S>                                                                                                      <C>
Independent Auditors' Reports                                                                            16-17

Consolidated Balance Sheets as of December 31, 2003 and 2002                                             18-19

Consolidated Statements of Operations for the Years Ended December 31, 2003,
  2002 and 2001                                                                                             20

Consolidated Statement of Changes in Partners' Equity for the Years Ended
  December 31, 2001, 2002 and 2003                                                                          21

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2003, 2002 and 2001                                                                       22-24

Notes to Consolidated Financial Statements                                                               25-41

</TABLE>


<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2003

                   (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 sheets of ICON Cash Flow
Partners L.P. Seven (a Delaware  limited  partnership)  and  subsidiaries  as of
December  31,  2003  and  2002  and  the  related  consolidated   statements  of
operations, changes in partners' equity and cash flows for each of the two years
in the period ended December 31, 2003. 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 and  subsidiaries  as of December 31, 2003 and 2002 and the
results  of their  operations  and their cash flows for each of the two years in
the period ended  December 31, 2003 in  conformity  with  accounting  principles
generally accepted in the United States of America.

As discussed in Note 1, the Partnership's  reinvestment period ended November 9,
2002 and its disposition  period  commenced.  During the disposition  period the
Partnership will distribute substantially all distributable cash from operations
and  equipment  sales to the partners and begin the orderly  termination  of its
operations and affairs.



/s/ Hays & Company LLP


March  19, 2004
New York, New York

<PAGE>

                          Independent Auditors' Report
                          ----------------------------

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

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

/s/KPMG LLP
May 20, 2002


<PAGE>


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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                 2003              2002
         Assets

<S>                                                       <C>              <C>
Cash and cash equivalents                                 $      301,256   $    1,257,947
                                                          --------------   --------------

Investment in finance leases and financings
   Minimum rents receivable                                      904,811        2,252,134
   Estimated unguaranteed residual values                      1,188,402        1,717,816
   Initial direct costs, net                                       1,299           36,455
   Unearned income                                               (55,036)        (137,106)
   Allowance for doubtful accounts                              (239,516)        (289,301)
                                                          -------------   --------------

                                                               1,799,960        3,579,998
                                                          --------------  ---------------

Net investment in leveraged leases                            19,631,879       27,877,708
                                                           -------------   --------------

Equipment held for sale or lease, net                         15,569,831       19,343,546
                                                           -------------   --------------

Investment in operating leases
   Equipment at cost                                           6,352,370       14,195,791
Accumulated depreciation                                      (1,614,224)      (1,703,583)
                                                           -------------   --------------
                                                               4,738,146       12,492,208
                                                           -------------   --------------

Investments in estimated unguaranteed residual values          4,686,758        4,686,758
                                                           -------------   --------------

Investments in unconsolidated joint ventures                   4,000,169        3,360,145
                                                           -------------   --------------

Due from General Partner and affiliates                          369,071          161,458
                                                           -------------   --------------

Other assets, net                                                966,486        1,249,535
                                                           -------------   --------------

Total assets                                             $    52,063,556  $    74,009,303
                                                           =============   ==============

</TABLE>











                                                        (continued on next page)
<PAGE>


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

                     Consolidated Balance Sheets (continued)

                           December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                                      2003              2002
                                                                                      ----              ----

         Liabilities and Partners' Equity

<S>                                                                           <C>                <C>
Notes payable - non-recourse                                                  $      23,790,254  $      27,186,863
Note payable - recourse                                                              12,366,449         11,582,802
Due to affiliates                                                                        51,522            155,542
Security deposits, deferred credits and other payables                                  429,127            664,692
Minority interest in joint venture                                                       22,871             53,292
                                                                              -----------------   ----------------

Total liabilities                                                                    36,660,223         39,643,191
                                                                              -----------------   ----------------

Commitments and Contingencies

Partners' equity
   General Partner                                                                     (694,873)          (505,244)
   Limited partners (987,548 outstanding,
     $100 per unit original issue price)                                             16,098,206         34,871,356
                                                                               ----------------  -----------------

     Total partners' equity                                                          15,403,333         34,366,112

Total liabilities and partners' equity                                        $      52,063,556  $      74,009,303
                                                                              =================  =================


</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, 2003, 2002 and 2001

<TABLE>
<CAPTION>


                                                                    2003             2002              2001
<S>                                                           <C>               <C>              <C>
Revenues

   Rental income                                              $    1,365,201    $    2,528,092   $    3,355,712
   Finance income                                                     82,070           906,012        3,799,976
   (Loss) income from leveraged leases, net                       (1,488,462)          586,808        2,115,504
   Net gain on sales of equipment and investments                    120,524         2,711,735          371,381
   Income (loss) from investments
     in unconsolidated joint ventures                              1,241,857         1,453,617         (552,951)
   Interest income and other                                         255,342           139,761           69,870

   Total revenues                                                  1,576,532         8,326,025        9,159,492
                                                              ==============    ==============   ==============

Expenses
   Interest                                                        2,682,524         3,515,642        3,959,897
   Depreciation expense                                            5,795,265         4,769,652        2,584,622
   Management fees - General Partner                                 595,157           975,642         1,958,755
   Vessel maintenance                                                902,543           351,386              -
   General and administrative expense                                651,659         1,215,877        1,019,905
   Administrative expense
     reimbursements - General Partner                                242,909           419,784          661,519
   Amortization of initial direct costs                              184,089           384,612          907,858
   Provision from impairment                                       7,850,000         350,000              -
   Minority interest (income) expense                                (27,378)           4,838           43,952
   (Reversal of) provision for bad debts                                 -                 -           (500,000)

   Total expenses                                                 18,876,768        11,987,433       10,636,508
                                                              ==============     =============   ==============

Net loss                                                      $  (17,300,236)   $   (3,661,408)  $   (1,477,016)
                                                              ==============     =============   ===============

Net loss allocable to:
   Limited partners                                           $  (17,127,234)   $   (3,624,794)  $   (1,462,246)
   General Partner                                                  (173,002)          (36,614)         (14,770)
                                                              ==============    ==============   ===============

                                                              $  (17,300,236)   $   (3,661,408)  $   (1,477,016)

Weighted average number of limited
   partnership units outstanding                                     987,548           988,099          989,112
                                                               =============    ==============   ==============
Net loss per weighted average
   limited partnership unit                                   $       (17.34)   $       (3.67)   $        (1.48)
                                                              ==============    =============    ===============

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>

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

              Consolidated Statement of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2002 and 2003


<TABLE>
<CAPTION>


                                   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, 2001                                                $     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



Cash distributions to partners        $  1.67       $ -                 (1,645,916)       (16,627)      (1,662,543)

Net loss                                                               (17,127,234)      (173,002)     (17,300,236)

Balance at
    December 31, 2003                                             $     16,098,206  $    (694,873) $    15,403,333


</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, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                                        2003            2002             2001

<S>                                                               <C>              <C>             <C>
Cash flows from operating activities:
   Net loss                                                       $   (17,300,236) $   (3,661,408) $    (1,477,016)
   Adjustments to reconcile net loss to
     net cash (used in) provided by operating activities:
       Net gain on sales of equipment and investments                    (120,524)     (2,711,735)        (371,381)
       Finance income portion of receivables
         paid directly to lenders by lessees                                 -           (568,035)      (3,127,075)
       Rental income paid directly to lender by lessees                  (674,894)     (2,528,092)      (2,711,700)
       Amortization of initial direct costs                               184,089         384,612          907,858
       Depreciation expense                                             5,795,265       4,769,652        2,584,622
       (Reversal of) provision for bad debts                               -                   -          (500,000)
       Provision for impairment                                         7,850,000         350,000          -
       Interest expense on non-recourse
         financings paid directly by lessees and
         interest accreted                                              1,676,212       2,536,757        3,810,182
       Loss (income) from leveraged leases, net                         1,488,462        (586,808)      (2,115,504)
       (Income) loss from investments in
         unconsolidated joint ventures                                 (1,241,857)     (1,453,617)         552,951
       Minority interest (income) expense                                 (27,378)          4,838           43,952
       Changes in operating assets and liabilities:
          Collection of principal - non-financed
             receivables                                                1,385,804       3,449,559        1,185,981
          Due from General Partner and affiliates                        (207,613)       (161,458)        -
          Other assets, net                                               283,049         650,162          183,106
          Due to affiliates                                              (104,020)     (3,740,307)       3,836,727
          Security deposits, deferred credits and other payables  (235,565)        (446,136)       53,875

         Total adjustments                                             16,051,030         (50,608)       4,333,594

Net cash (used in) provided by operating activities                    (1,249,206)     (3,712,016)       2,856,578

Cash flows from investing activities:
   Proceeds from the sales of equipment                                 1,050,865       6,184,106        7,771,021
   Proceeds from sale of minority interests
     in consolidated joint ventures                                       -                   -          3,273,407
   Distributions received from unconsolidated joint ventures              671,137       1,288,983          255,047
   Investments in unconsolidated joint ventures                           -                        -                       (283)

   Net cash provided by investing activities                            1,722,002       7,473,089       11,299,192

</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, 2003, 2002 and 2001

<TABLE>
<CAPTION>


                                                                        2003            2002             2001
<S>                                                                   <C>            <C>               <C>
Cash flows from financing activities:
   Proceeds from notes payable - non-recourse                             -                      -                2,111,726
   Principal payments on notes payable - non-recourse                        -           (250,000)      (3,868,718)
   Proceeds from note payable - recourse                                  690,000      10,800,439            -
   Principal payments on notes payable - recourse                        (453,901)     (5,120,036)      (4,369,065)
   Distribution to minority interest in joint venture                      (3,043)            -               -
   Cash distributions to partners                                      (1,662,543)    (10,231,624)     (10,732,739)
   Redemption of limited partnership units                                   -            (35,776)         (47,009)

Net cash used in financing activities                                  (1,429,487)     (4,836,997)     (16,905,805)

Net decrease in cash and cash equivalents                                (956,691)     (1,075,924)      (2,750,035)

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

Cash and cash equivalents at end of year                          $       301,256  $    1,257,947  $     2,333,871

</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, 2003, 2002 and 2001

Supplemental Disclosures of Cash Flow Information

     During  the  years  ended  December  31,  2003,  2002  and  2001,  non-cash
activities included the following:


<TABLE>
<CAPTION>

                                                                     2003             2002             2001

<S>                                                          <C>                <C>                <C>
Principal and interest on finance receivables
     paid directly to lenders by lessees                      $      4,397,927   $      2,269,884  $      12,831,791
Rental income assigned - operating lease receivable                   674,894          2,528,092          2,711,700
Principal and interest on non-recourse
   financings                                                      (5,072,821)        (4,797,976)       (15,543,491)

                                                             $        -         $           -     $           -


Transfer of investment in finance leases
to investments in operating leases                           $      2,565,000   $      9,647,253  $     30,137,598

Transfer of investment in operating leases, net of
   accumulated depreciation, to equipment held for
   sale or lease                                             $     10,389,766   $      3,258,314  $      18,769,730



Interest paid directly to lenders by lessees
   pursuant to non-recourse financings                       $      1,676,212   $      2,536,757   $      3,810,182

Interest expense on recourse notes - paid                           1,006,312            978,885            149,715

Total interest expense                                       $      2,682,524   $      3,515,642   $      3,959,897



</TABLE>











See accompanying notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002 and 2001

1.   Organization

     ICON Cash Flow Partners L.P. Seven (the  "Partnership"),  was formed on May
23, 1995 as a Delaware limited partnership.  The Partnership's  maximum offering
was $100,000,000.  The Partnership  commenced business operations on its initial
closing  date,  January  19,  1996  with  the  admission  of  26,367.95  limited
partnership  units  at  $100  per  unit   representing   $2,636,795  of  capital
contributions.  From  January 19,  1996  through  September  16, 1998 (the final
closing date) 973,628.86 additional units were admitted representing $97,362,886
of capital  contributions  bringing  the total  admission  to  999,996.81  units
aggregating  $99,999,681  in capital  contributions.  The  Partnership  redeemed
12,449.00 limited  partnership units during the years 1997 through 2003, leaving
987,547.81 limited partnership units outstanding at December 31, 2003.

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its partners.  To achieve this objective
the  Partnership  has:  (1)  acquired  a  diversified  portfolio  of leases  and
financing  transactions;  (2) made  monthly  cash  distributions  to its limited
partners  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  equipment  and  financing  transactions  during the  reinvestment
period;  and (4)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its partners.

     On  November 9 2002 the  Partnership's  Reinvestment  Period  ended and the
Disposition  Period began.  During this period the  Partnership  will distribute
substantially all  distributable  cash from operations and sales to the partners
and begin the orderly  termination of its operations.  The Partnership  will not
reinvest in any additional leased equipment during the Disposition period.

     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  including  equipment,  leases  and
financing transactions under a management agreement with the Partnership.

     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

     Use of Estimates - 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
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  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 Consolidated 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.

     Cash and Cash Equivalents - Cash and cash equivalents include 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.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     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 its  estimated  residual  value at
lease termination 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.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     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, 2003, the Partnership
had  aircraft  parts and  rotables  that came 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 review policy.


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

             Notes to Consolidated Financial Statements - Continued

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  either to dispose of a  significant
number of the assets,  simultaneously if held in quantity,  or to dispose of the
asset quickly.  Impairment is measured as the difference  between the fair value
of the assets and its carrying value on the measurement date.

     Investments in Estimated  Unguaranteed  Residual  Values - The  Partnership
carries its investments in the future estimated  unguaranteed residual values of
assets at unrecovered  cost, which is equal to or less than market value, and is
subject to the  Partnership's  policy  relating to impairment  review.  Proceeds
received are  recognized  as a recovery of cost due to  uncertainty  of ultimate
realization. Proceeds received in excess of costs are recognized as gains.

     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  assets  and  liabilities.   Separate
disclosure  of fair value  information  as of  December  31,  2003 and 2002 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  939  units  in  2001,  1,101  units  in 2002 and no
redemptions  in 2003.  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 reduction 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 to the 2003 classifications.

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Recent Accounting  Pronouncements - In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this  standard did not have a material  effect on the  Partnership's
financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,  and results of  operations  of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to  consolidate  the entity if the company's  interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's  expected  residual  returns,  if any.
VIE's  created  after  January 31,  2003,  but prior to January 1, 2004,  may be
accounted  for  either  based  on the  original  interpretation  or the  Revised
Interpretations.  However, the Revised  Interpretations must be applied no later
than the first quarter of fiscal year 2004.  VIE's created after January 1, 2004
must be  accounted  for under  the  Revised  Interpretations.  There has been no
material  impact  to the  Partnership's  financial  statements  and  there is no
expected  impact  from the  adoption  of the  deferred  provisions  in the first
quarter of fiscal year 2004.

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

3.   Joint Venture

     The Partnership and its affiliates, entities in which ICON Capital Corp, is
also the general  partner formed eight 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 Consolidated Financial Statements - Continued

Consolidated Joint Venture

     The joint venture  described  below is majority  owned and is  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 which was on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell  Douglas  DC-10-30 with an original cost of $11,429,751.  The original
lease, which was accounted for as a leveraged lease,  expired on April 30, 2003.
Effective May 1, 2003,  the aircraft was re-leased to World  Airways,  Inc. (see
Note 5) on a  power-by-the-hour  basis  and the  asset  was  reclassified  as an
investment in operating  lease.  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 is reflected  as minority  interest in
consolidated joint venture on the accompanying consolidated balance sheets.

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 and September 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") and Series E contributed  and assigned  equipment lease and finance
receivables  and residuals to ICON  Receivables  1997-A LLC  ("1997-A")  for the
purpose of securitizing  their cash flow  collections.  As of December 31, 2003,
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.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2003 and 2002 is  summarized
below:

                                   December 31, 2003       December 31, 2002

 Assets                             $       810,802        $     694,761

 Liabilities                        $       595,106        $     390,389

 Equity                             $       215,696        $     304,372

 Partnership's share of equity      $        43,080        $      60,784


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued
<TABLE>
<CAPTION>



                                             For the Year Ended      For the Year Ended
                                              December 31, 2003       December 31, 2002

<S>                                            <C>                    <C>
Net (loss) income                              $       (88,676)       $     155,235

Partnership's share of net (loss) income       $       (17,704)       $      31,001
</TABLE>


      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") for the purpose of  securitizing
their  cash  flow  collections.  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.

     Information  as to the  financial  position  and results of  operations  of
1997-B as of and for the years ended  December  31, 2003 and 2002 is  summarized
below:


<TABLE>
<CAPTION>



                                                      December 31, 2003      December 31, 2002

<S>                                                   <C>                    <C>
Assets                                                $     1,756,597        $   3,241,761

Liabilities                                           $     1,681,931        $   2,825,588

Equity                                                $        74,666        $     416,173

Partnership's share of equity                         $        12,448        $      69,377
</TABLE>

<TABLE>
<CAPTION>

                                                     For the Year Ended     For the Year Ended
                                                      December 31, 2003      December 31, 2002

<S>                                                   <C>                    <C>
Net (loss) income                                     $      (341,507)       $     223,402

Partnership's share of net (loss) income              $       (56,929)       $      37,241

Distributions                                         $         -            $     196,226

Partnership's share of distributions                  $         -            $      32,711

</TABLE>


     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 coal  handling  facility on lease with  Portland  General
Electric,  a utility  company.  The purchase price totaled  $27,421,810  and was
funded with cash and the  assumption  of  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.

<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

     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 were  increased  to  .5025%,  .5025%,  and  98.995%  for the
Partnership, L.P. Six, and Fund Eight A, respectively.

     Information as to the financial  position and results of operations of ICON
BF as of and for the years ended December 31, 2003 and 2002 is summarized below:


<TABLE>
<CAPTION>


                                             December 31, 2003           December 31, 2002

<S>                                          <C>                         <C>
 Assets                                      $    21,366,282             $     23,193,438

 Liabilities                                 $     7,314,376             $     10,583,632

 Equity                                      $    14,051,906             $     12,609,806

 Partnership's share of equity               $        70,611             $         63,364

</TABLE>

<TABLE>
<CAPTION>

                                             For the Year Ended           For the Year Ended
                                             December 31, 2003            December 31, 2002

<S>                                          <C>                         <C>
 Net income                                  $     1,442,100             $      1,343,365


 Partnership's share of net income           $         7,247             $          6,750

</TABLE>


ICON/AIC Trust

     In 1999,  ICON/AIC  Trust  ("AIC  Trust")  was  formed to own and  manage a
portfolio of leases for equipment located in England. The Partnership,  L.P. Six
and  Fund  Eight  A own  30.76%,  25.51%  and  43.73%  interests  in AIC  Trust,
respectively.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt in exchange for a note receivable of  (Pound)2,575,000  ($3,744,822
converted  at the  exchange  rate at December  28, 2001) which is payable in six
installments  through  June 2004.  At December 31, 2003,  the  remaining  amount
receivable  is  (Pound)750,000  ($1,330,633  converted at the  exchange  rate at
December 31, 2003).

     Information  as to the financial  position and results of operations of AIC
Trust as of and for the years ended  December  31,  2003 and 2002 is  summarized
below:

                                      December 31, 2003        December 31, 2002

 Assets                               $     1,330,632          $      2,572,522

 Liabilities                          $          -             $          -

 Equity                               $     1,330,632          $      2,572,522

 Partnership's share of equity        $       409,303           $        791,308


<PAGE>




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

             Notes to Consolidated Financial Statements - Continued


<TABLE>
<CAPTION>


                                                    For the Year Ended          For the Year Ended
                                                     December 31, 2003           December 31, 2002

<S>                                                  <C>                         <C>
Net income                                           $        37,009             $        212,349

Partnership's share of net income                    $        11,384             $         65,319

Distributions                                        $     1,396,948             $      1,752,885

Partnership's share of distributions                 $       429,701             $        539,188

</TABLE>


     ICON Aircraft 24846 LLC

     In 2000, the Partnership  and two affiliates,  Fund Eight A and ICON Income
Fund  Eight B L.P.  ("Fund  Eight B"),  formed  ICON  Aircraft  24846 LLC ("ICON
Aircraft  24846") for the purpose of  acquiring  an  investment  in a 767-300 ER
aircraft  originally  leased  to  Scandinavian  Airline  Systems  ("SAS")  for a
purchase  price of  $44,515,416.  The  purchase  price was  funded  with cash of
$2,241,371 and the assumption of non-recourse debt in the amount of $42,274,045.
The lenders have a security  interest in the aircraft and an  assignment  of the
rental  payments  under the lease.  The lease with SAS expired in March 2003, at
which time the balance of the non-recourse  debt  outstanding was  approximately
$34,500,000.  The Partnership has been making contributions toward interest only
payments on the  outstanding  non-recourse  debt,  during the remarketing of the
aircraft by the General Partner. 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.

     Information as to the financial  position and results of operations of ICON
Aircraft  24846 as of and for the  years  ended  December  31,  2003 and 2002 is
summarized below:


<TABLE>
<CAPTION>


                                            December 31, 2003         December 31, 2002

<S>                                         <C>                        <C>
Assets                                      $     36,430,187           $    39,175,547

Liabilities                                 $     34,493,632           $    35,419,214

Equity                                      $      1,938,555           $     3,756,333

Partnership's share of equity               $         38,771           $        75,126
</TABLE>

<TABLE>
<CAPTION>


                                           For the Year Ended         For the Year Ended
                                            December 31, 2003          December 31, 2002

<S>                                         <C>                        <C>
Net (loss) income                           $     (3,467,329)          $       749,434

Partnership's share of net (loss) income    $        (69,347)          $        14,988

Contributions                               $      1,649,551           $         -

Partnership's share of contributions        $         32,992           $         -

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     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.  The  purchase  price  consisted  of  cash of  $11,401,151  and the
assumption  of  non-recourse  debt  of  $18,304,565.  The  non-recourse  debt is
structured so as to be amortized  with rentals due under the 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.

     Information as to the financial  position and results of operations of ICON
Cheyenne as of and for the years ended  December 31, 2003 and 2002 is summarized
below:


<TABLE>
<CAPTION>



                                             December 31, 2003         December 31, 2002

<S>                                          <C>                        <C>
 Assets                                      $     10,440,643           $    14,765,333

 Liabilities                                 $      3,204,090           $     5,141,481

 Equity                                      $      7,236,553           $     9,623,852

 Partnership's share of equity               $        746,088           $       992,219


                                            For the Year Ended         For the Year Ended
                                             December 31, 2003          December 31, 2002

 Net (loss) income                           $        (45,540)          $     1,445,607

 Partnership's share of (loss) income        $         (4,695)          $       149,042

 Distributions                               $      2,341,759           $     4,545,920

 Partnership's share
   of distributions                          $        241,436           $       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  simultaneously  leased the
drilling  rig to the  operator.  The lease was then  financed on a non  recourse
basis  with 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 or General Partner.

     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 potentially  liable at December 31, 2003 under this guarantee
was approximately $103,000.

     Information as to the financial position and results of operations of North
Sea as of and for the  years  ended  December  31,  2003 and 2002 is  summarized
below:

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued



<TABLE>
<CAPTION>

                                           December 31, 2003       December 31, 2002

<S>                                       <C>                     <C>
Assets                                    $      9,839,209        $     10,504,336

Liabilities                               $     19,574,474        $     22,983,403

Partners' equity (deficit)                $     (9,735,265)       $    (12,479,067)

Partnership's share of equity (1)         $      2,679,868        $      1,307,967


</TABLE>


<TABLE>
<CAPTION>


                                         For the Year Ended        For the Year Ended
                                           December 31, 2003       December 31, 2002

<S>                                       <C>                     <C>
Net income                                $      2,743,802        $      2,298,551

Partnership's share of net income         $      1,371,901        $      1,149,276

Distributions                             $          -            $        496,800

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

</TABLE>


(1)  The  Partnership  has a  positive  share  of  equity  due to  prior  years'
     distributions being allocated to the co-venturer.

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  residual  values.  The
residual  investments  cost  $20,811,758  and the leases for each  aircraft were
scheduled to expire in the fourth quarter of 2003.

     On August 29, 2003,  the  Partnership  re-negotiated  its investment in the
unguaranteed  residual  values with AAR  Aircraft & Engine Sales  Leasing,  Inc.
which  originally  gave the  Partnership  the rights to  purchase  three  Boeing
737-300  aircraft.  The  Partnership  was  originally  obligated  to  repay  its
investment  cost  which had  consisted  of three  promissory  notes  aggregating
$3,612,091  accruing  interest at 8.5% per annum  through the  maturity  date of
November 27,  2003.  The modified  agreement  converted  these notes to a single
recourse  promissory note of $5,751,009,  accruing interest at 5% per annum. The
maturity  date has been  extended to November 27, 2006. As of December 31, 2003,
the outstanding principal was $5,751,009.

     The modification  agreement  provides the Partnership with an investment in
the unguaranteed residual value of the three aircraft, which was recorded by the
Partnership at  $4,686,758.  If any or all of the aircraft are sold prior to the
maturity date of the recourse promissory note, then the Partnership may have all
or  portion of its then  outstanding  balance of the  recourse  promissory  note
forgiven.  If the  aircraft  are sold after the  maturity  date of the  recourse
promissory note, then the Partnership  would be entitled to receive one-third of
the net proceeds in excess of the net book value of aircraft,  as defined by the
modification agreement.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     The Partnership  also prepaid  $500,000 of interest related to the recourse
promissory  note during the quarter ended  December 31, 2003.  In addition,  the
Partnership is required to repay a portion of the recourse  promissory note with
50% of the sales proceeds from any of its assets which are not subject to senior
secured debt.

5.   Net Investment in Leveraged Leases

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

     In December  1996,  the  Partnership  and Series E (see Note 3) acquired an
aircraft on lease with Continental Airlines, Inc. The lease was accounted for as
a leveraged lease.  The aircraft is a McDonnell  Douglas DC-10-30 built in 1976,
and  the  lease  expired  in  March  2003.  The  original   purchase  price  was
$11,429,751.  On April 1, 2003 the aircraft was leased to World  Airways,  Inc.,
and the asset was  reclassified  as an investment in operating  leases (see Note
6), at its remaining residual value of $2,565,000.

     The net investment in the leveraged leases as of December 31, 2003 and 2002
consisted of the following:


<TABLE>
<CAPTION>


                                                               2003            2002                2001
 <S>                                                         <C>              <C>                 <C>
 Non-cancelable minimum rents receivable (net of
   principal and interest on non-recourse debt)        $     5,810,360  $     10,002,727    $       10,002,727
 Estimated unguaranteed residual values                     14,900,000        20,865,000            22,700,000
 Initial direct costs, net                                      29,411           181,010              335,456
 Unearned income                                            (1,107,892)       (3,171,029)          (5,747,283)
                                                       $    19,631,879  $     27,877,708    $       27,290,900

</TABLE>

     During  2003 and 2002,  the  Company  reduced  the  estimated  unguaranteed
residual  value of one of the  aircraft and recorded  impairment  provisions  of
$3,400,000 and $1,835,000,  respectively  as a result of  management's  periodic
review  of the  Partnership's  assets  which  indicated  lower  values  at lease
termination  than  initially  estimated.  The  impairment  provisions  have been
recorded as a reduction  in income from  leveraged  leases.  No  impairment  was
recognized in 2001.

     Non-cancelable minimum rents receivable relating to the remaining leveraged
lease at December 31, 2003 are $5,810,360 which are all due through July 2004.

6.   Investment in Operating Leases

     On April 1, 2003 the Partnership  re-leased the McDonnell  Douglas DC-10-30
aircraft formerly on lease to Continental Airlines to World Airlines,  Inc. on a
power-by-the-hour basis through December 2004.
<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     The investment in operating  leases at December 31, 2003 and 2002 consisted
of the following:

<TABLE>
<CAPTION>

                                                                       2003           2002              2001


<S>                                                             <C>               <C>               <C>
Equipment at cost, beginning of the year                        $     14,195,791  $   9,678,415     $      -

Transfer of investment in leverage leases and equipment
   held for sale or lease to operating leases                          6,352,370      9,647,253       30,137,598

Transfer of operating lease equipment to equipment
   held for sale or lease                                            (14,195,791)    (5,129,877)     (20,459,183)

Equipment at cost, end of year                                         6,352,370     14,195,791        9,678,415

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

Depreciation expense                                                  (5,795,265)    (4,769,652)      (2,584,622)

Accumulated depreciation transferred to equipment
   held for sale or lease                                              5,884,624      3,961,238        1,689,453

Accumulated depreciation, end of year                                 (1,614,224)    (1,703,583)        (895,169)

Investment in operating leases, end of year                     $      4,738,146  $  12,492,208  $     8,783,246

</TABLE>


7.   Equipment held for sale or lease

     The Partnership is the sole owner of two special purpose entities ("SPE's")
that own five marine vessels originally on charter to affiliates of Seacor Smit.
The  financial  position  and  results  of  operations  each  of the  SPE's  are
consolidated  with the  Partnership.  These  vessels are subject to  outstanding
non-recourse  debt with a lender.  Under the original loan  agreements  with the
SPE's,  all charter  revenue was paid to the lender to amortize the  outstanding
debt.  At the end of the original  charter term of each vessel,  it was expected
that the individual  vessels would either be  re-chartered or sold with proceeds
paid to the lender until the debt was fully  repaid.  Several of the vessels had
been  re-chartered  during depressed periods of bareboat charter rates. As such,
the lender has not  received the full  payment and the  non-recourse  notes have
been declared in default.  The total outstanding debt balance as of December 31,
2003 is approximately $7.25 million.

     On September 4, 2003,  the lender took control of the vessels and commenced
remarketing  efforts.  The General  Partner also continues to look for potential
sale or re-charter  opportunities  on behalf of the SPE's. The SPE's remains the
titled owner of the vessels and as such are entitled to sale proceeds  above the
outstanding  debt balance  regardless of whether it is the General  Partner's or
the  lender's  remarketing  activities  that  produces a sale.  Both the General
Partner and the lender are seeking a sale in line with recent appraised values.

     Based upon its recent  remarketing  efforts and appraisals  received by the
Partnership,  the  General  Partner  determined  that the net book  value of the
vessels  was in excess of their  current  market  value,  and,  has  recorded  a
provision for impairment of $7,850,000  during the year ended December 31, 2003.
The  Partnership did not record any impairment in the years 2002 and 2001 on its
investment in operating leases or equipment held for sale or lease.

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

8.   Receivables Due In Installments

     Non-cancelable  minimum rental amounts due on finance leases and financings
are all due during the year ending December 31, 2004 or are currently past due.

     The allowance for doubtful  accounts  relating to finance lease receivables
and financings consists of the following:

                                                                  Amount

         Balance at January 1, 2001                           $   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

         Write-offs                                                 (49,785)

         Balance at December 31, 2003                         $     239,516

9.   Notes Payable

     Notes payable at December 31, 2003 consists of non-recourse  obligations of
$23,790,254 and recourse  obligations of $12,366,449.  The recourse  obligations
include (i) $5,751,009 associated with the investment in estimated  unguaranteed
residual values (see Note 4), and (ii) $6,615,439 relating to the line of credit
agreement   discussed  below.   The  non-recourse   notes  are  secured  by  the
Partnership's leased equipment, bear interest at rates ranging from 7.9% to 9.5%
per annum.

     Notes payable at December 31, 2002 consisted of non-recourse obligations of
$27,186,863 and recourse obligations of $11,582,802.

     Included in notes payable -  non-recourse  is $1,750,000  owed to ICON Cash
Flow  Partners  L.P.,  Series D an affiliate of the  Partnership.  In 1997,  the
Partnership  financed a portion of the free cash flow  relating  to a  leveraged
lease it  owned.  The lease  expires  in July of 2004 at which  time all  unpaid
amounts will be due to the  affiliate.  During  2002,  the  Partnership  prepaid
$250,000 of the financing.

     Principal maturities of the Partnership's notes payable are as follows:

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

    2004              $     13,790,226      $    6,615,439    $   20,405,665

    2005                          -                  -                 -

    2006                    10,000,028           5,751,009        15,751,037

                      $     23,790,254      $   12,366,449    $   36,156,703


<PAGE>




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

             Notes to Consolidated Financial Statements - Continued

     On May 30 2002,  the  Partnership  entered  into a  $17,500,000  joint  and
several line of credit  agreement 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, 5.00% at December 31, 2003) 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 Fund Nine,
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 line of credit was extended for twelve  additional  months  expiring May 31,
2004. As of December 31, 2003, the Partnership had $6,615,440  outstanding under
the line.  Aggregate  borrowing by all Funds under the line of credit  agreement
aggregated $12,779,986 on December 31, 2003.

<PAGE>

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

             Notes to Consolidated 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, 2001,  2002 and 2003
were as follows:

                                                         Charged to
                                                         Operations

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

Management fees                                        $      595,157
Administrative expense reimbursements                         242,909

Year ended December 31, 2003                           $      838,066


     In accordance with the terms of the Management  Agreement,  the Partnership
pays the General  Partner (i)  management  fees based on a percentage of rentals
received either  directly by the Partnership or through joint ventures  (ranging
from  1% to  7%)  and  (ii)  acquisition  fees  based  on  the  gross  value  of
transactions   (3%).  In  addition,   the  General  Partner  is  reimbursed  for
administrative  expenses  incurred by it in  connection  with the  Partnership's
operations.

     The Partnership had a net receivable from affiliates of $317,549 and $5,916
at December 31, 2003 and 2002 respectively. At December 31, 2003 the Partnership
owes the  General  Partner a net amount of $14,172 for unpaid  management  fees.
This amount is non-interest bearing, and is scheduled to be paid during 2004.

     The Partnership  had investments in eight ventures with other  partnerships
sponsored by the General Partner.


<PAGE>

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

             Notes to Consolidated 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, 2003, 2002 and 2001:

<TABLE>
<CAPTION>

                                                                    2003                2002               2001

     Net loss
<S>                                                           <C>               <C>               <C>
       per financial statements                               $   (17,300,236)  $    (3,661,408)  $    (1,477,016)

     Differences due to:
       Direct finance leases and financings                         4,383,859         5,793,149       14,524,332
        Depreciation and Impairment                                  4,822,532        (7,892,419)     (23,242,100)
       (Recovery of)provision for losses                            (2,140,232)                 -        (500,000)
        Loss (gain) on sale of equipment                              (122,887)        3,896,215       (2,088,097)
        Other                                                           996,942          (15,377)         141,840
        Partnership loss for
         federal income tax purposes                             $    (9,360,022)  $  (1,879,840) $   (12,641,041)

</TABLE>

     As of December 31, 2003,  the partners'  capital  accounts  included in the
financial  statements  totaled  $15,403,333  compared to the  partners'  capital
accounts  for federal  income tax  purposes  of  $(1,025,024)  (unaudited).  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.

12.  Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the years ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>

                                                             For the Quarter Ended

                                               March 31,            June 30,     September 30,         December 31,

2003
<S>                                       <C>                <C>                  <C>              <C>
     Revenues                             $        985,495   $      1,033,635     $     657,964    $     (1,100,562)

     Net (loss) allocable to
       limited partners                   $   (2,181,095)    $     (1,672,000)    $  (5,737,694)   $     (7,536,445)

     Net (loss) per weighted
        average limited partnership
       unit                               $         (2.21)   $          (1.69)    $       (5.81)   $         (7.63)

</TABLE>
<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

<TABLE>
<CAPTION>


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)
</TABLE>


13.      Significant Concentration

     The  Partnership  had leases which  accounted  for 10% or more of its total
revenue for the years ended December 31, 2003, 2002 and 2001. For the year ended
December 31, 2003, Federal Express,  Seacor Offshore and Seacor Marine accounted
for 14%,  10% and 17%,  respectively.  For the year  ended  December  31,  2002,
Federal  Express,  Seacor Smit and Seacor Marine accounted for 31%, 16% and 14%,
respectively. The Partnership had four leases which accounted for 10% or more of
total revenue for the year ended December 31, 2001. The leases were with Federal
Express, Seacor Smit, Seacor Marine and Seacor Offshore generating 21%, 19%, 18%
and 13% of total revenue respectively.

<PAGE>

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

                                December 31, 2003

     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 Form 8-K filed on February 5, 2003.

Item 9a.  Controls and Procedures

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of  management  of ICON  Capital  Corp.,  the Manager of the
Partnership,  including  the  Principal  Executive  Officer  and  the  Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered by this report  pursuant to the Securities  Exchange Act of 1934.  Based
upon the evaluation, the Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.

     There were no significant  changes in the  Partnership's  internal  control
over financial  reporting  during the  Partnership's  fourth fiscal quarter that
have materially affected,  or are likely to materially affect, the Partnership's
internal control over financial reporting.

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.
<PAGE>

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

                                December 31, 2003

     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 57, 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 43, 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.

     Thomas W. Martin,  age 50, 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, 2003, 2002 and 2001.


<TABLE>
<CAPTION>


        Entity                 Capacity         Type of Compensation           2003          2002          2001

<S>                                                                      <C>                 <C>          <C>
ICON Capital Corp.        General Partner    Management fees             $     595,157       975,642      1,958,755

ICON Capital Corp.        General Partner    Administrative expense
                                               reimbursements                  242,909       419,784        661,519

                                                                         $     838,066 $   1,395,426 $    2,620,274

</TABLE>

     The General Partner also has a 1% interest in the profits and distributions
of the Partnership.

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.

<PAGE>

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

December 31, 2003

     (b) As of March 30, 2004,  Directors and Officers of the General Partner do
not own any equity securities of the Partnership.

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

       Title                          Amount Beneficially                Percent
     of Class                                Owned                      of Class

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

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See  Note  4 to  the  consolidated  financial  statements  for  a
discussion of the Partnership's related party investments in joint ventures.

Item 14.  Principal Accountant Fees and Services

                                         2003             2002    Description

Audit fees                          $       62,500   $      -
Audit related fees                               -          -
Tax fees                                       769          -     Tax compliance
All other fees                                 -            -
Total                               $       63,269   $      -

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  consolidated  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)

<PAGE>

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

                                December 31, 2003

          (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)

          (iv) Loan and Security Agreement

          (v)  First Amendment to Loan and Security Agreement

          (vi) 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


(b)  Reports on Form 8-K

     None

(c)      Exhibits

               31.1Rule 13a-14(a)/15d-14(a) certifications

               31.2Rule 13a-14(a)/15d-14(a) certifications

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

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

(d)   Unconsolidated   Joint  Venture   Financial   Statements  ICON  North  Sea
(Connecticut)  Limited  Partnership - as of and for the years ended December 31,
2003 and 2002

<PAGE>

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

                                December 31, 2003

                                   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 30, 2004           /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 30, 2004         /s/ Beaufort J.B. Clarke
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director


Date:  March 30, 2004         /s/ Paul B. Weiss
                              Paul B. Weiss
                              President and Director


Date:  March 30, 2004         /s/ Thomas W. Martin
                              Thomas W. Martin
                              Executive Vice President
                              (Principal Financial and Accounting Officer)


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

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

<PAGE>

Exhibit 31.1

     Principal  Executive Officer  Certification  Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K

I, Beaufort J.B. Clarke, 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  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

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

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

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information 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 over financial reporting

Dated:  March 30, 2004

/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>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

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

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

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

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information 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 over financial  reporting any corrective  actions with regard
          to significant deficiencies and material weaknesses.

Dated:  March 30, 2004

/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 32.1

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)



     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,
in connection with the Annual Report of ICON Cash Flow Partners L.P. Seven. (the
"Partnership")  on Form 10-K for the year ended December 31, 2003, as filed with
the Securities and Exchange  Commission on the date hereof (the "Annual Report")
certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:

     (1) the Annual Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2) the information  contained in the Annual Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Partnership


Dated:  March 30, 2004



  /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>

EXHIBIT 32.2

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     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, in connection with the Annual Report of ICON Cash Flow
Partners  L.P.  Seven.  (the  "Partnership")  on Form  10-K for the  year  ended
December 31, 2003, as filed with the Securities  and Exchange  Commission on the
date  hereof  (the  "Annual  Report")  certify,  pursuant  to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

               (3) the Annual  Report fully  complies with the  requirements  of
          Section  13(a)  or 15(d) of the  Securities  Exchange  Act of 1934 (15
          U.S.C. 78m); and

               (4)  the  information  contained  in  the  Annual  Report  fairly
          presents,  in all  material  respects,  the  financial  condition  and
          results of operations of the Partnership


Dated:  March 30, 2004



 /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>










                   North Sea (Connecticut) Limited Partnership

                              Financial Statements

                 For the Years Ended December 31, 2003 and 2002

                   (With Independent Auditor's Report Thereon)

<PAGE>













INDEPENDENT AUDITOR'S REPORT


The Partners
North Sea (Connecticut) Limited Partnership

We have  audited  the  accompanying  balance  sheet of North  Sea  (Connecticut)
Limited  Partnership  as of  December  31, 2003 and the  related  statements  of
operations, changes in partners' deficit and cash flows for the year then ended.
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.   The  financial   statements  of  North  Sea
(Connecticut) Limited Partnership as of December 31, 2002, were audited by other
auditors whose report dated March 18, 2003,  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 2003 financial statements referred to above present fairly,
in all material  respects,  the  financial  position of North Sea  (Connecticut)
Limited  Partnership  as of December 31, 2003, 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


March 19, 2004
New York, New York





<PAGE>

                   North Sea (Connecticut) Limited Partnership

                                 Balance Sheets

                           December 31, 2003 and 2002



<TABLE>
<CAPTION>



         Assets                                           2003               2002

<S>                                                 <C>                <C>
Rents receivable                                    $     2,005,794    $      2,119,597

Equipment subject to operating lease,
   net of accumulated depreciation of $1,906,666
   and $1,355,341                                         7,833,414           8,384,739

Total assets                                        $     9,839,208    $     10,504,336

         Liabilities and Partners' Deficit

Note payable, non-recourse                          $    18,691,946    $     21,862,343
Accrued interest payable                                    533,733             624,260
Deferred income                                             348,794             496,800

Total liabilities                                        19,574,473          22,983,403

Commitments and Contingencies

Partners' deficit
   General Partner                                           17,746              (9,692)
   Limited Partners                                      (9,753,011)        (12,469,375)

Total partners' deficit                                  (9,735,265)        (12,479,067)

Total liabilities and partners' deficit             $     9,839,208    $     10,504,336


</TABLE>

















See accompanying notes to financial statements.

<PAGE>

                   North Sea (Connecticut) Limited Partnership

                            Statements of Operations

                 For the Years Ended December 31, 2003 and 2002

                                                  2003                2002

Revenue

   Rental income from operating lease        $     5,121,175    $      5,121,175
   Other income                                      148,006              -

Total revenue                                      5,269,181           5,121,175

Expenses

   Interest expense                                1,974,054           2,271,299
   Depreciation expense                              551,325             551,325

Total expenses                                     2,525,379           2,822,624

Net income                                   $     2,743,802    $      2,298,551






























See accompanying notes to financial statements.

<PAGE>

                   North Sea (Connecticut) Limited Partnership

                    Statement of Changes in Partners' Deficit

                 For the Years Ended December 31, 2002 and 2003



<TABLE>
<CAPTION>

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


<S>                <C>                <C>          <C>            <C>             <C>            <C>
Balance at January 1, 2002            $   (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)

Net income                                 27,438      1,344,463         -            1,371,901        2,743,802

Balance at December 31, 2003          $    17,746  $  (6,493,164) $ (5,939,715)$  2,679,868   $  (9,735,265)


</TABLE>






























See accompanying notes to financial statements.

<PAGE>


                   North Sea (Connecticut) Limited Partnership

                            Statements of Cash Flows

                 For the Years Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                                     2003                 2002
Cash flows from operating activities:

<S>                                                                             <C>                <C>
   Net income                                                                   $     2,743,802    $      2,298,551

   Adjustments to reconcile net income to
   net cash provided by operating activities:
       Depreciation                                                                     551,325             551,325
       Rental income paid directly to lender by lessee                               (5,234,978)         (5,234,978)
       Interest on non-recourse financing
         paid directly to lender by lessee                                            2,064,581           2,353,574
       Rents receivable                                                                 113,803             113,804
       Accrued interest payable                                                         (90,527)            (82,276)
       Deferred income                                                                 (148,006)            496,800

           Total adjustments                                                         (2,743,802)         (1,801,751)

       Net cash provided by operating activities                                            -               496,800


Cash flows from financing activities:

   Distribution to partners                                                                 -              (496,800)

Net increase in cash                                                                        -                  -

Cash at the beginning of the year                                                           -                  -

Cash at the end of the year                                                     $          -       $          -

</TABLE>

Supplemental Disclosures of Cash Flow Information

     Interest  expense of $1,974,054 and $2,271,299 for the years ended December
31, 2003 and 2002  respectively,  consisted of interest  expense on non-recourse
financing accrued or paid directly to the lender by the lessee.

     For the years ended  December  31,  2003 and 2002  non-cash  investing  and
financing activities included the following: 2003 2002

Rental income 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)
                                                   $      -      $     -




See accompanying notes to financial statements.
<PAGE>

                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statements

                 For the Years Ended December 31, 2003 and 2002

1.       Organization

     North Sea (Connecticut)  Limited Partnership (the "Partnership") was formed
in 1994 when the  General  Partner  contributed  cash of $27,750 and the Class A
limited partners  contributed a total of $2,747,250 in cash.  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.  In 2000 the Partnership exercised its option
to purchase the mobile oil rig and related  property for $6,650,000;  paid legal
fees of $185,000 and entered into an operating lease with the user of the rig.

2.       Significant Accounting Policies

     Use of Estimates - 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 bad debts 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  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases or operating  leases,
as  appropriate.  Initial  direct  costs are  capitalized  and  amortized on the
straight-line method over the lease terms.

     For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values,  the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments  receivable  plus the estimated  unguaranteed  residual minus the
cost of the leased  equipment.  Unearned  income is recognized as finance income
over the terms of the related leases using the interest method.

     For operating  leases,  equipment is recorded at cost and is depreciated on
the straight-line method over the lease term to its 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.

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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>

                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statements

                 For the Years Ended December 31, 2003 and 2002

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  to  dispose  of the asset  quickly.
Impairment  is measured as the  difference  between the fair value of the assets
and its carrying value on the measurement date.

     New  Accounting  Pronouncements  - In April 2003,  the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this  standard did not have a material  effect on the  Partnership's
financial position or results of operations.



     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
Partnership's  consolidated  financial  statements.  A  Partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
Partnership's  interest  in the VIE is such that the  Partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any. VIEs created  after January 31, 2003,  but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004. VIEs created after January 1, 2004 must be accounted for under the Revised
Interpretations.  There  has  been  no  material  impact  to  the  Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred  provisions  in the  first  quarter  of  fiscal  year  2004.

<PAGE>

                  North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statements

                 For the Years Ended December 31, 2003 and 2002


     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.

     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.  The
Partnership's  income tax returns are subject to  examination by the federal and
state taxing  authorities,  and  changes,  if any,  could adjust the  individual
income taxes of the partners.

3.   Operating Lease  - Minimum Lease Rentals


The lessee is obligated to pay  bi-annual  lease  payments of  $2,617,489  until
March 15, 2008.


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

         Year ending
         December 31,

            2004        $       5,234,978
            2005                5,234,978
            2006                5,234,978
            2007                5,234,978
            2008                2,617,489

                         $     23,557,401

4.   Note Payable

     The note payable, non-recourse,  accrues interest at an annual rate of 9.79
% and matures on March 15, 2008 as follows:

         Year ending
         December 31,

              2004               $      3,488,375
              2005                      3,838,245
              2006                      4,223,206
              2007                      4,646,778
              2008                      2,495,342

                                 $     18,691,946

     The lessee pays  semi-annual  rent directly to the lender to repay the note
payable. The lender has a security interest in the lease, the mobile oil rig and
related property and the scheduled lease payments due under the lease.

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 or terms of the note.  The  Partnership
recorded the  facilitation  fee as deferred income and is recognizing the income
ratably over the remaining life of the note, as follows:

<PAGE>

                   North Sea (Connecticut) Limited Partnership

                          Notes to Financial Statements

                 For the Years Ended December 31, 2003 and 2002


                     Year ending
                     December 31,

                           2004                      $        125,210
                           2005                               100,129
                           2006                                72,532
                           2007                                42,167
                           2008                                 8,756

                                                     $        348,794

6.       Partners Equity and Distributions

     Allocation of Net Income and Loss

(a)      Net income 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.

          Therehave been no net losses  allocated to Class B Limited Partners or
               the General Partner prior to 2003.

(b)      Net loss 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

     (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. Class A Partners are not entitled to distributions.

     (b)  Upon liquidation each of the  aforementioned  Partners are entitled to
          their percentage distribution interest respectively.

<PAGE>


                               SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



          This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
     is made as of April 9, 2003 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"
     and together with Borrower 1,  Borrower 2 and Borrower 3,  "Borrower"),  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, and the First  Amendment to
     Loan and Security Agreement,  dated as of December 1, 2002, entered into by
     Borrower 1,  Borrower 2,  Borrower 3, Borrower 4 and Lender (as amended and
     modified through but excluding the date hereof, the "Agreement")."

                                    RECITALS

         WHEREAS, Borrower and Lender entered into the Agreement;

          WHEREAS,  Borrower 1, Borrower 2 and Borrower 3 violated a covenant in
     the  Agreement by each failing to earn a net profit after taxes of at least
     $1.00 for the fiscal year ending  December 31, 2002, as required by Section
     7.4 of the Agreement ("Section 7.4 Profitability Covenant");

          WHEREAS, Borrower has requested that Lender waive the violation of the
     Section 7.4 Profitability  Covenant  described in the preceding recital for
     the fiscal year ending December 31, 2002 only;

          WHEREAS, Borrower represent and warrant that, except for the violation
     of the  Section  7.4  Profitability  Covenant  for the fiscal  year  ending
     December 31, 2002,  described  above,  they each are in compliance with all
     terms,  covenants and  conditions of the Agreement and all  representations
     and warranties in the Agreement are true and correct;

     WHEREAS,  Borrower  represent  and warrant  that,  upon  execution  of this
          Amendment,  they will each be in compliance with all terms,  covenants
          and conditions of the Agreement, as amended by this Amendment, and all
          representations  and  warranties  made by them  in the  Agreement,  as
          amended by this Amendment, are and will be true and correct;

     WHEREAS, a deposit  account  in the name of  Borrower  4 is  maintained  at
          Lender, in the name of Borrower 4, and Lender has a perfected security
          interest in that deposit account and the proceeds  thereof pursuant to
          the Agreement,  which account has on deposit the sum of  $9,000,000.00
          or more;

<PAGE>


          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 new Section 5.12.3 is added to Agreement, to read as
     follows:

          5.12.3 Maintain on deposit with Lender in Deposit Account  1892187368,
     or such other deposit account or accounts as Borrower and Lender may agree,
     cash in an  amount  equal  to or  greater  than the  outstanding  principal
     balance of the Loans.  Borrower  agree that  Lender may refuse to allow any
     withdrawal  from such deposit account or accounts if the effect of doing so
     would be to reduce the cash balance to an amount less than the  outstanding
     principal  balance of the Loans.  In  addition,  Borrower  may not obtain a
     Revolving  Loan  if the  effect  of  doing  so  would  be to  increase  the
     outstanding  principal  balance of the Loans to an amount  greater than the
     amount of cash in the above-described deposit account or accounts.

          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.  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.  Borrower 1, Borrower 2, Borrower 3
     and Borrower 4 each represents and warrants to Lender as follows: Except as
     stated in the Recitals to this Amendment:  (a) 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;  (b) 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;  and (c)
     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  further  represents and warrants that,  upon


<PAGE>

     this Amendment becoming effective, each Borrower will 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
          be true.

     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 April 9, 2003 when this  Amendment is executed by
          Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender.

     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.

ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:____________________________
         Paul B. Weiss, President









     ICON  INCOME  FUND EIGHT A L.P.,  a Delaware  Limited  Partnership  By ICON
Capital Corp., its general partner

ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By:   ICON Capital Corp., its manager


By:_______________________________
         Paul B. Weiss, President
         Address for Notices:
         ICON INCOME FUND NINE, LLC
         Attention: General Counsel
         100 5thAvenue, 10th Floor
         New York, New York 10011
         Facsimile No.: (212) 418-4739


COMERICA BANK-CALIFORNIA, a California banking corporation

By:______________________________
         John Esposito, Vice President
By:_________________________
         Paul B. Weiss, President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner

By:__________________________
         Paul B. Weiss, President
















                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This THIRD  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 31, 2003 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" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California,  and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California  (as amended and modified through but excluding the date hereof,
the "Agreement")."

                                                               RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the Revolving  Loan Maturity Date under the Agreement is July 31,
2003;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity Date to May 31, 2004;

     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) The definition of "Borrowing  Base" in the Agreement is amended to read
as follows:

     Borrowing  Base - means 80% of the Present Value of the Eligible  Borrowing
Base Contracts, plus Pledged Cash.




     (b) A new definition of "Cash  Equivalents"  is added to the Agreement,  to
read as follows:

     Cash  Equivalents - the sum  outstanding,  at any one time, of (i) all cash
(in United  States  dollars)  owned by  Borrower at such time plus (ii) the fair
market value of all cash  equivalents and short term investments (as those terms
are  defined in GAAP) owned by  Borrower  at such time,  in each case  excluding
Pledged Cash.

     (c) The  definition of "Eligible  Borrowing Base Contract" in the Agreement
is amended by adding the following subsections:

     (l) At the time Borrower  seeks to have Lender make a Revolving  Loan based
on such contract, the Lessee or Debtor, as the case may be, must have a Standard
& Poor's  bond  rating  of BBB or  better  or a Risk  Rating  of 3 or  better on
Lender's internal risk rating system;

     (m) Lender,  in its sole and  absolute  discretion,  determines  that it is
willing to make a Revolving Loan based on such contract;

     (n)  Lender  shall  have  received  a written  acknowledgment,  in form and
substance  satisfactory to Lender, from the Debtor or Lessee, as the case may be
(and from the lender or lessor if the contract is an Indirect  Loan  Contract or
an Indirect Lease) authenticating the contract, identifying the existing parties
to the contract,  stating that the contract is in full force and effect, stating
that no default  exists under the contract,  stating that no  prepayments on the
contract have been made (or identifying such prepayments if any have been made),
stating  that the  acknowledging  party has not  received  any  notice  that the
lender's/lessor's  interest in the contract has been  assigned or pledged to any
other person, and providing such other information as Lender may request.  As to
contracts  based on which  Lender made a Revolving  Loan prior to July 31, 2003,
such  written  acknowledgment  must be received  by Lender  within 45 days after
Lender's demand to Borrower for such an acknowledgment; and

     (o) Payments  made on contracts of the type  described in Sections  2.11(a)
and 2.11(c) of this  Agreement  on or after  October 1, 2003 are received in the
Lockbox;  and payments  paid to a Borrower with respect to contracts of the type
described in Section  2.11(b) of this  Agreement on or after October 1, 2003 are
received in the Lockbox.

     (d) A new definition is added to the Agreement, to read as follows:

     Lockbox - has the meaning set forth in Section 2.11(a) hereof.

(e)      A new definition is added to the Agreement, to read as follows:

     Pledged Cash - Cash owned by Borrower  maintained  in a deposit  account or
deposit  accounts  with  Lender in the name of one or more  Borrowers,  in which
Lender has a perfected  first priority  security  interest to secure payment and
performance of the Obligations, and which Borrower has agreed in writing may not
be withdrawn by Borrower.

     (f) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

                       Revolving Loan Maturity Date - May 31, 2004.

(g)      Section 1.3.1 of the Agreement is amended to read as follows:

     1.31  Facility  Fee. A Facility Fee in the amount of  $87,500.00  per year,
payable in arrears in installments of $21,875.00 per quarter payable on June 30,
September 30,  December 31, and March 31 of each year through the Revolving Loan
Maturity  Date or, if an extension of time beyond the  Revolving  Loan  Maturity
Date for advances and  repayment is provided,  through the end of the  extension
period.

     (h) A new Section 2.11 is added to the Agreement to read as follows:

2.11     Lockbox.

     (a) On all Loan Contracts and Leases based on which Lender has made a Loan,
Borrower  shall notify all Debtors and Lessees in writing,  by means of a letter
in the form attached hereto as Exhibit 5, to remit all payments to a post office
box  designated by Lender,  to which only Lender shall have access  ("Lockbox"),
and notify such  Debtors and Lessees  that such  designation  may not be changed
without the written consent of Comerica Bank.

     (b) On all  Indirect  Loan  Contracts  and  Indirect  Leases based on which
Lender  has made a Loan,  when the lender or lessor is not an  Affiliate  of any
Borrower,  Borrower shall notify the applicable lender or lessor in writing,  by
means of a  letter  in the form  attached  hereto  as  Exhibit  6, to remit  all
payments  payable to such  Borrower  to the  Lockbox,  and notify such lender or
lessor that such  designation  may not be changed without the written consent of
Comerica Bank.  (c) On all Indirect Loan Contracts and Indirect  Leases based on
which  Lender has made a Loan,  when the lender or lessor is an Affiliate of any
Borrower,  Borrower  shall  cause such lender or lessor to notify the Debtor and
Lessee in writing,  by means of a letter in the form attached  hereto as Exhibit
7, to remit all  payments to the  Lockbox,  and notify such  Debtors and Lessees
that such designation may not be changed without the written consent of Comerica
Bank.  Borrower  shall also  cause  such  lender or lessor to execute a power of
attorney in form and  substance  satisfactory  to Lender  authorizing  Lender to
endorse and negotiate all items received in the Lockbox and collect all proceeds
thereof,  and shall obtain the written consent of all Persons that have a direct
or indirect  interest in the  lender's or lessor's  interest in the  contract to
this procedure.  (d) Borrower shall provide the notices described in subsections
(a), (b) and (c) by a means requiring a written receipt and promptly  deliver to
Lender copies of the notices and proof of receipt by each of the recipients. For
Loan  Contracts  and Leases  based on which Lender has made a Loan prior to July
31, 2003,  such  notices  must be sent by Borrower no later than three  Business
Days after the  execution  of the Third  Amendment  to the  Agreement.  For Loan
Contracts  and Leases  based on which  Lender  makes a Loan on or after July 31,
2003,  such notices must be sent within  three  Business  Days after the Loan is
made.  All invoices and other  documents  sent by Borrower to any person to whom
the notices  described in subsections  (a), (b) and (c) are to be sent,  stating
where the recipient is to remit payment, shall identify the Lockbox as the place
to remit payment. (e) For the Loan Contracts and Leases described in subsections
(a) and (b), as long as no Event of Default has  occurred,  Lender shall deliver
the items received in the Lockbox to Borrower. For the Loan Contracts and Leases
described in subsections (a) and (b),  effective upon the occurrence of an Event
of Default,  Lender may retain items received in the Lockbox and apply them, and
the proceeds thereof, to the Obligations.  (f) For the Loan Contracts and Leases
described in subsection (c), as long as no Event of Default has occurred, Lender
shall  deliver the items  received in the  Lockbox to the  applicable  Affiliate
lender or lessor. For the Loan Contracts and Leases described in subsection (c),
effective  upon the  occurrence  of an Event of Default,  Lender may endorse and
negotiate  all items  received in the Lockbox and collect all proceeds  thereof,
apply to the  Obligations any portion thereof to which any Borrower is entitled,
and remit the excess to the applicable  Affiliate  lender or lessor on such Loan
Contract or Lease.

(i)      Section 5.12.3 of the Agreement is deleted.

(j)      Section 5.14 of the Agreement is amended to read as follows:

     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 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.

     (k)  Section  6.9 of the  Agreement  is  amended  by adding  the  following
sentence at the end:  "Notwithstanding anything to the contrary indicated above,
Borrower shall not without  Lender's prior written  consent,  after the end of a
particular  Borrower's  reinvestment  period,  pay distributions or dividends to
members,  partners or  shareholders of such  particular  Borrower,  or redeem or
retire any interest of any partner,  member or  shareholder  of such  particular
Borrower  if  any  amount  of  principal,   interest  or  late  charges  remains
outstanding on Revolving Loans made to such particular Borrower.  In addition, a
Borrower may not use proceeds  received  from the sale or other  disposition  of
assets  after  the end of its  reinvestment  period  to  purchase  Leases,  Loan
Contracts or other assets."

(l)      Section 7.1 of the Agreement is amended to read as follows:

     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 $155,000,000.

(m)      Section 7.3 of the Agreement is deleted and replaced by the following:

     7.3  Total  Liabilities  to  Tangible  Net  Worth.  All  Borrowers,  in the
aggregate,  shall maintain, as of the last day of each quarter, a ratio of total
liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.

(n)      Section 7.4 of the Agreement is deleted and replaced by the following:

     7.4 Minimum Cash Balance.  Borrower  shall ensure that at all times the sum
of (a) the fair market  value of Cash  Equivalents  owned by  Borrower  plus (b)
Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of this
section,  "Borrower's  Unused  Loan  Capacity"  at any point in time  equals the
amount  by which  the  lesser  of (i) the  Borrowing  Base or (ii)  the  Maximum
Revolving  Amount exceeds the Obligations,  as reflected to Lender's  reasonable
satisfaction  in the monthly  report  described in the next  sentence.  Borrower
shall provide to Lender as part of its monthly Borrowing Base/Eligible Borrowing
Base  Contract  Aging  Report  within  15 days of each  month  end,  information
sufficient  to show the  amount of Cash  Equivalents  owned by it and its Unused
Loan Capacity.

(o)      A new Section 10.19 is added to the Agreement, to read as follows:

     10.19 Waivers and Consents.  Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any  default,  Event of  Default,  or of any demand for any  payment  under this
Agreement,  notice of any action at any time taken or omitted by Lender under or
in  respect  of any of the  Obligations,  any  requirement  of  diligence  or to
mitigate damages and, generally,  to the extent permitted by applicable law, all
demands,  notices,  and other  formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or  postponement of the time for
the payment of any of the  Obligations,  the acceptance of any payment of any of
the  Obligations,  the acceptance of any partial  payment  thereon,  any waiver,
consent  or other  action  or  acquiescence  by  Lender  at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term,  covenant,  condition or provision  of this  Agreement,  any and all other
indulgences  whatsoever by Lender in respect of any of the Obligations,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition,  substitution
or  release,  in  whole  or in  part,  of any  Borrower.  Without  limiting  the
generality of the foregoing,  each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any  Borrower  to  comply  with any of its  respective  Obligations,  including,
without limitation, any failure strictly or diligently to assert any right or to
pursue  any  remedy or to  comply  fully  with  applicable  laws or  regulations
thereunder,  which might, but for the provisions of this section, afford grounds
for  terminating,  discharging  or relieving any Borrower,  in whole or in part,
from any of its  Obligations,  it being the intention of each Borrower  that, so
long as any of the Obligations hereunder remain unsatisfied,  the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent  of such  performance.  The  Obligations  of each  Borrower  shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Borrower  or Lender.  Each  Borrower  represents  and  warrants  that it is
currently informed of the financial  condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the  Obligations,  and will continue to keep so informed.  Each
Borrower  waives all rights and defenses  arising out of an election of remedies
by Lender.

     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.  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.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) 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; (b) 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;  and (c) 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
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will 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 be true.

     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 July 31,  2003 when this  Amendment  is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     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.

                                                       [SIGNATURES ON NEXT PAGE]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

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



ICON INCOME FUND EIGHT A L.P.,               COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership               TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                             By: ___________________________
By:_____________________________
         Paul B. Weiss, President



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President



<PAGE>






                                    Exhibit 5

                             Notice to Debtor/Lessee

                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract  should  hereafter be made payable
to   [Name   of   applicable   Borrower]   and   sent   to   Post   Office   Box
________________________[Address].  If you do not remit  your  payments  in that
manner and send the payments to that  address,  the  payments may not  discharge
your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]



Cc:  Comerica Bank

<PAGE>

                                    Exhibit 6

                      Notice to Non-Affiliate Lender/Lessor
                 on Indirect Loan Contracts and Indirect Leases


                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Non-Affiliate
Lender/Lessee]

         Re:  [Identify Applicable Indirect Loan Contract/Indirect Lease]

Gentlemen:

     The undersigned is one of the  [partners/members/beneficiaries]of  [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the  undersigned has assigned to Comerica Bank
the right to receive  payments  hereafter  payable by you to the  undersigned in
connection  with  that  contract.  Accordingly,  all  payments  you  make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your  payments in that manner and send the  payments to that
address, the payments may not discharge your obligation.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]


Cc:  Comerica Bank

<PAGE>

                                    Exhibit 7

     Notice from Affiliate Lender/Lessor on Indirect Loan Contracts and Indirect
Leases


                     [Stationery of Affiliate Lender/Lessor]


                                     [Date]



[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract should  hereafter be made to [Name
of Affiliate] and sent to Post Office Box  ______________  [Address].  If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                              Yours truly,

                                                              [SIGNATURE BLOCK
                                                              FOR AFFILIATE]


Cc:  Comerica Bank


<PAGE>


                               FOURTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of November 3, 2003 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" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement")."

                                                               RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the  Revolving  Loan Maturity Date under the Agreement is May 31,
2004;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity  Date to  December  31,  2004 and make  certain  other  changes  in 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.

3.       Amendments.

     (a) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

                        Revolving Loan Maturity Date - December 31, 2004.

(b)      Section 1.11 of the Agreement is deleted.

(c)      Section 3.1.5 of the Agreement is amended to read as follows:

     3.1.5  Insurance.  Borrower  shall have  delivered  to Lender  satisfactory
evidence of insurance coverage required by Section 5.3 of this Agreement, to the
extent requested by Lender.

(d)      Section 5.3 of the Agreement is amended to read as follows:

     5.3  Insurance.  Maintain,  or cause the  Lessee  under  each Lease and the
Debtor under each Loan Contract or Indirect Loan Contract to maintain, insurance
on the equipment subject thereto with responsible  insurance carriers,  insuring
against  loss or  damage by fire,  theft,  explosion,  sprinklers  and all other
hazards  and risks  ordinarily  insured  against  by other  owners  who use such
equipment in similar  businesses,  for the full  insurable  value  thereof;  and
provide evidence of such insurance to Lender upon Lender's request. 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,  although Lender may
impose such a requirement if an Event of Default has occurred.

     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.  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.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) 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; (b) 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;  and (c) 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
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will 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 be true.

     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 November 3, 2003 when this  Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     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.

                                                       [SIGNATURES ON NEXT PAGE]
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

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



ICON INCOME FUND EIGHT A L.P.,                COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership                TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                               By: ___________________________
By:_____________________________                   Todd Robertson
         Paul B. Weiss, President                  Corporate BankingOfficer-
                                                   Western Division



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President