ESCROW AGREEMENT



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                                ESCROW AGREEMENT



      This  Escrow  Agreement  is  dated  and  effective  as of  the  __  day of

___________,   2003   and   is   made   among   ICON   Securities   Corp.   (the

"Dealer-Manager"),  ICON  Income  Fund Ten,  LLC, a Delaware  limited  liability

company (the "Company"),  and The Chase Manhattan Bank, [a  _____________  state

chartered bank] (the "Escrow Agent").



                                    RECITALS



      A. The  Company  proposes  to offer  and sell up to  150,000  shares  (the

"Shares") of limited  liability company interests in the Company to investors at

$1,000  per  Share  pursuant  to a  registration  statement  (the  "Registration

Statement") filed with the Securities and Exchange Commission ("SEC").



      B. The  Company  has agreed  that the  subscription  price paid in cash by

investors  will be  refunded  to them if less than 5,000  Shares  (the  "Minimum

Offering") have been sold and payment therefore received by the earlier to occur

of the date (the "Escrow  Termination Date") which is (1) the anniversary of the

date on which the Offering  Period (as defined in the Company's  prospectus (the

"Prospectus")  constituting part of the Registration Statement) commenced or (2)

any earlier  date on which ICON Capital  Corp.,  the manager of the Company (the

"Manager"), may elect to terminate the Offering Period.



      C. The  Company  desires to  establish  an escrow  with  Escrow  Agent for

subscription  payments pending receipt of aggregate  subscriptions  for not less

than Five Thousand (5,000) Shares ($5,000,000 of Shares) have been received (the

time at which the escrow  established by this Agreement as to subscriptions from

residents  of all  states  other than  Pennsylvania  may be  released)  or Seven

Thousand Five Hundred  (7,500) Shares  ($7,500,000 of Shares) have been received

(the time at which the escrow  established by this Agreement as to subscriptions

from residents of Pennsylvania may be released).



      D. The Escrow Agent is willing to serve as escrow agent upon the terms and

conditions hereinbelow set forth.



      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and

valuable  considerations,  the  receipt  and  sufficiency  of  which  is  hereby

acknowledged by the parties, the parties covenant and agree as follows:



      1. Deposit with Escrow Agent:  The Escrow Agent agrees that it will,  from

time to time,  accept  subscription  payments for Shares (the "Escrow  Deposit")

received by it from investors or  broker-dealers  authorized to sell Shares (the

"Selling Dealers"). Until such time at least 5,000 Shares have been sold and the

related Escrow  Deposits in an aggregate  amount not less than  $5,000,000  have

been duly  distributed in accordance with Section 3.1 hereof,  all  subscription

checks shall be made payable to the Escrow Agent.  Subscription  Agreements  for

the Shares received by the Company shall be reviewed for accuracy by the Company

and,  immediately  thereafter,   the  Company  shall  deliver  to  Escrow  Agent

information  describing  (1) the name,  address and  Federal Tax  Identification

Number of the investor,  (2) that number of Shares  subscribed  for by investor,

and (3) the subscription price.





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      2. Investment of Escrow Deposit.  The Escrow Agent shall,  upon receipt of

the checks  remitted to it,  deposit all Escrow  Deposits in  federally  insured

interest-bearing savings or money market accounts.



      3.  Distribution of Escrow Deposit.  The Escrow Agent shall distribute the

Escrow  Deposits  as set  forth  in  this  Section  3,  and the  Escrow  Agent's

obligations (other than those of Sections 3.3 and 5 hereof which by their nature

must survive this Agreement)  shall terminate upon such  distributions,  and the

Escrow  Agent shall be  irrevocably  released  and  discharged  from any and all

further responsibility or liability with respect to this Agreement.



            3.1 At any time following  sale of at least 5,000 Shares  (exclusive

of  subscriptions  from  residents of the  Commonwealth  of  Pennsylvania),  the

Dealer-Manager  or the Manager may (a) certify  that the sale of such Shares has

satisfied  the Minimum  Offering  required for the Company to break escrow as to

the subscription  payments of residents of states other than the Commonwealth of

Pennsylvania  and (b)  stipulate  the date on which the first  closing  date and

subsequent  closing dates of the Company and the release of the Escrow  Deposits

with respect to such investors to the Company and all related  earnings  thereon

to such  investors  shall occur.  At any time  following  sale of at least 7,500

Shares  (inclusive  of  subscriptions  by residents  of all States  inclusive of

subscriptions   from  residents  of  the  Commonwealth  of  Pennsylvania),   the

Dealer-Manager  or  Manager  may (a)  certify  that the sale of such  Shares has

satisfied  the Minimum  Offering  required for the Company to break escrow as to

all subscription payments (including those from residents of the Commonwealth of

Pennsylvania)  and (b)  stipulate the date on which the next closing date of the

Company and the release of the Escrow  Deposits then being held on behalf of all

investors  (including,  without  limitation,  residents of the  Commonwealth  of

Pennsylvania)  to the Company and all related earnings thereon to such investors

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