Unassociated Document


    

      EXHIBIT
        10.2

      FORM
        OF

      INVESTMENT
        MANAGEMENT AGREEMENT 

      


      THIS
        INVESTMENT MANAGEMENT AGREEMENT, dated as of the _____
        day
        of _____
        , 200___
        (this “Agreement”)
        by and
        between ICON EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P.,
        a
        Delaware limited partnership (“Fund
        Fourteen”),
        and
        ICON CAPITAL CORP., a Delaware corporation (the “Investment
        Manager”).
        All
        capitalized terms used but not defined herein shall have the meanings ascribed
        to them in the Limited Partnership Agreement of Fund Fourteen dated as of
        _______, 2008, as amended from time to time (the “Partnership
        Agreement”).

      


      WHEREAS,
        Fund
        Fourteen was formed for the purpose of making Investments; and

      


      WHEREAS,
        the Investment Manager is engaged in the business of managing and providing
        advisory services with respect to Investments; and

      


      WHEREAS,
        Fund
        Fourteen desires to engage the Investment Manager, and the Investment Manager
        desires to be engaged, to perform certain services to Fund Fourteen in
        connection with the Investments and the operations of Fund Fourteen.


      


      NOW
        THEREFORE,
        in
        consideration of the covenants set forth in this Agreement and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties to this Agreement agree as follows: 

      


      	1.  	
              ADVICE
                AND SERVICES

            


      


      A.  The
        Investment Manager shall provide Fund Fourteen with advice and services as
        may
        be requested or required by Fund Fourteen to manage the Investments and operate
        Fund Fourteen, which advice and services (collectively, the “Services”)
        shall
        include, without limitation, the following: 

      


      i)  Provide
        advice, analysis (including credit and Capital Asset analysis and other due
        diligence), and recommendations with respect to the origination, investigation
        not exactly, structuring, financing, acquisition, monitoring, syndication,
        remarketing, extending, renewing and disposing of potential and existing
        Investments; 

      


      ii)  Prepare
        and review and supervise the preparation and review of all agreements,
        certificates, amendments, notices, instruments, and other documents required
        to
        acquire, manage, finance, syndicate, remarket or dispose of any Investment
        or
        potential Investment; 

      


      iii)  Provide
        accounting, finance, financial reporting, legal, tax, investor relations,
        portfolio and asset management, treasury, marketing, receivables and payables
        management, and other administrative services with respect to existing and
        potential Investments and the operations of Fund Fourteen; and

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      iv)  Provide
        such additional assistance and services to, and develop, license, and/or
        acquire
        such systems and software for the benefit of, Fund Fourteen as the general
        partner of Fund Fourteen may reasonably request or deem appropriate in
        connection with the foregoing.

      


      B.  Fund
        Fourteen hereby appoints the Investment Manager as its agent and
        attorney-in-fact with full power, discretion and authority to make management
        decisions concerning the Investments and to enter into agreements and
        commitments, on behalf of and in the name of Fund Fourteen and its affiliates
        and subsidiaries, including, without limitation, lease agreements, loan
        agreements, financing agreements, purchase and sale agreements, and agreements
        with service providers and other third parties related to the Investments.
        This
        appointment of the Investment Manager as agent and attorney-in-fact includes
        the
        full power of substitution and further includes the full power to appoint
        agents
        and subagents to enter into agreements on behalf of Fund Fourteen and its
        affiliates and subsidiaries. 

      


      C.  The
        Investment Manager hereby agrees that the Services shall be carried out in
        accordance with customary and usual procedures of institutions that perform
        the
        Services, unless otherwise provided specifically in the Partnership
        Agreement.

      


      D.  To
        the
        extent any expenses are incurred by the Investment Manager on behalf of Fund
        Fourteen and/or its subsidiaries and one or more funds or accounts managed
        by
        the Investment Manager, such expenses will be allocated, as determined by
        the
        Investment Manager in its sole discretion, between or among Fund Fourteen
        and/or
        the subsidiaries and such other funds or accounts based on the extent to
        which
        such expenses are reasonably attributable to such entities as determined
        by the
        Investment Manager.

      


      E.  The
        Investment Manager shall not be required to spend any specified amount of
        time
        in performing the Services for Fund Fourteen. The Investment Manager shall
        be
        required to devote only such time and attention to the performance of the
        Services as it, in its sole discretion, deems necessary to carry out the
        purposes of this Agreement.

      


      F.  Notwithstanding
        anything to the contrary in this Agreement, the Investment Manager may engage
        in
        or possess an interest in, directly or indirectly, any other present or future
        business venture of any nature or description for its own account, independently
        or with others, including, but not limited to, any aspect of the equipment
        leasing and finance business or any other business engaged in by Fund Fourteen
        and may become the managing member, investment manager or general partner
        in
        other entities and neither Fund Fourteen nor any of its Partners shall have
        any
        rights in or to such independent venture or the income or profits derived
        or
        received therefrom.

      


      	2.  	
              TERM
                AND TERMINATION

            


      


      This
        Agreement shall be deemed effective upon execution by Fund Fourteen and the
        Investment Manager (the “Effective Date”). The term of this Agreement shall
        continue from the Effective Date for nine (9) years and thereafter shall
        automatically renew for additional one-year periods unless earlier terminated
        by
        Fund Fourteen. Fund Fourteen may terminate this Agreement at any time by
        giving
        the other party at least thirty (30) days written notice of 

       

      
        
          
          

        

        
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      termination.
        At the termination date specified in Fund Fourteen’s notice (the “Termination
        Date”), the obligations of the other party with respect to the Services related
        to the Investments shall terminate to the extent they have not yet been
        performed or are not required by this Agreement to have been performed before
        the Termination Date. 

      


      	3.  	
              FEES
                AND EXPENSES

            


      


      In
        consideration of the Services to be provided under this Agreement, the
        Investment Manager shall receive certain fees as set forth in Sections 6.4(f)
        and 6.4(g) of the Partnership Agreement and be reimbursed for certain expenses
        as set forth in Section 6.4(h) of the Partnership Agreement. Following the
        Termination Date, any fees and expenses accrued but not yet paid for Services
        provided up to and including the Termination Date shall be paid but no other
        fees and expenses shall be payable to the Investment Manager following such
        Termination Date.

      


      	4.  	
              MISCELLANEOUS

            


      


      A.  Assignability.
        The
        rights and obligations of the Investment Manager hereunder may only be assigned
        if the proposed assignee(s) is approved by Fund Fourteen in writing prior
        to any
        such assignment. 

      


      B.  Delegation
        of Duties.
        Notwithstanding anything to the contrary in this Agreement, the Investment
        Manager may, from time to time and in its sole discretion, subcontract or
        delegate all or any part of the Services to any entity chosen by it, including
        any entity affiliated with it, with respect to one or more of the Services.
        Such
        subcontract or delegation, however, shall not relieve the Investment Manager
        of
        its responsibilities to Fund Fourteen hereunder with respect to any of the
        Services that are subject to the subcontract or the delegation. 

      


      C.  Notices.
        Notices
        under this Agreement shall be deemed to have been given if mailed, postage
        prepaid, by registered or certified mail, return receipt required, or delivered
        by courier service to the other party at each party’s address stated above or at
        any other address as a party may have provided by written notice to the other
        party. 

      


      D.  Section
        Headings.
        Section, titles or captions contained in this Agreement are inserted as a
        matter
        of convenience and for reference only, and shall not be construed in any
        way to
        define, limit or extend or describe the scope of this Agreement or the intention
        of the provisions thereof.

      


      E.  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties hereto with respect
        to
        the matters set forth herein and supersedes any prior understanding or oral
        or
        written agreement. In the event of a conflict between the terms of this
        Agreement and the Partnership Agreement, the terms of the Partnership Agreement
        shall prevail; provided, that if any provision of this Agreement shall be
        deemed
        to conflict with the Partnership Agreement in any respect, the remainder
        of this
        Agreement and the application thereof shall not be affected thereby and the
        provision deemed to conflict with the Partnership Agreement shall be deemed
        rewritten to the extent necessary to eliminate such conflict.

      


      
        
          
          

        

        
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      F.  No
        Third Party Rights.
        Nothing
        contained herein shall confer any rights upon any person that is not a party
        to
        this Agreement. 

      


      G.  Choice
        of Law; Venue; Waiver of Trial by Jury.
        This
        Agreement will be governed by and construed in accordance with the laws of
        the
        State of New York without regard to the conflicts of law rules thereof. The
        parties to this Agreement consent to the jurisdiction of any local, State,
        or
        federal court located within New York, and waive any objection relating to
        improper venue or forum non conveniens to the conduct of any proceeding in
        any
        such court and further waive any right to have any claim or dispute arising
        from
        or related to this Agreement by parties to this Agreement against one or
        more
        parties to this Agreement, whether or not there are any additional third-parties
        to the action or proceeding, heard by a jury. 

      


      IN
        WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
        as
        of the day and year first above written. 

      


      


      ICON
        EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P.

      By:
        ICON
        GP 14, LLC, its General Partner

      


      


      By:_____________________________

           
        Name:

           
        Title:

      


      ICON
        CAPITAL CORP.

      


      


      By:_____________________________

           
        Name:

           
        Title:

       

       

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