FORM OF DEALER-MANAGER AGREEMENT



<PAGE>



              150,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS

                                       of

                            ICON INCOME FUND TEN, LLC

                     (a Delaware limited liability company)



                            DEALER-MANAGER AGREEMENT



_____________, 2003



ICON Securities Corp.

100 Fifth Avenue, 10th Floor

New York, New York 10011



Dear Sirs:



      Reference is made to the enclosed  prospectus,  as amended at the time the

related registration  statement becomes effective (the "Prospectus") relating to

the offering (the "Offering") by ICON Income Fund Ten, LLC, an equipment leasing

program in the form of a limited liability  company ("the Company"),  of limited

liability company interests in shares of $1,000 each (the "Shares").  The Shares

and the terms upon  which  they are  offered  are more  fully  described  in the

Prospectus.



      We are entering into this Agreement  with you as exclusive  managing sales

agent (the "Dealer-Manager")  pursuant to which you are authorized to (1) select

and provide sales support to a group of securities  broker-dealers (the "Selling

Dealers") which are members of the National  Association of Securities  Dealers,

Inc.  ("NASD") and (2) to offer directly to the general public,  in each case to

offer,  on a best  efforts  basis,  a total  maximum  offering  of up to 150,000

Shares.



      Each Selling  Dealer  selected by you is authorized by its selling  dealer

agreement (the "Selling Dealer  Agreement"),  and you are hereby authorized,  to

find purchasers for the Shares which satisfy the suitability standards set forth

in the  Prospectus  during the Offering  Period (as defined below) and which are

acceptable to the Company. The date on which the offering shall terminate is the

earlier of (i) the last day of the twenty-four (24) month period which begins on

the Effective Date (as defined in the Prospectus) of the registration statement,

as amended at the time it becomes effective (the "Registration Statement") (with

the offering of Shares in certain  states for more than 12 months subject to the

permission of the state securities commission of such respective states) or (ii)

the date on which all Shares available for sale are fully subscribed, unless the

Offering is earlier terminated (hereinafter called the "Termination Date"), with

notice to you by ICON Capital Corp., the manager of the Company (the "Manager").

The period  between the  Effective  Date of the  Registration  Statement and the

Termination Date is hereinafter called the "Offering Period." Each date on which

any  investor  is  admitted to the  Company  (thereby  becoming a  "Member")  is

hereinafter called a "Closing Date."



      This  Agreement  shall become  effective (i) at 12:01 A.M.,  New York City

time, on the first full business day after the Effective  Date, or (ii) upon the

release  of the Shares  for  offering,  whichever  is  earlier.  The time of the

release of the Shares for offering is the  publication  after the Effective Date

of the first newspaper  advertisement  relating to the Shares or the time of the

first mailing of copies of the final Prospectus,  whichever is earlier.  Each of

us agrees to notify the other  immediately  after it shall have taken any action

by release or otherwise,  whereby this  Agreement  shall have become  effective.

This  Agreement  may be  terminated by the Company at any time before it becomes

effective without liability to the Company or any Member thereof.

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