ESCROW AGREEMENT





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                                ESCROW AGREEMENT



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

 2001 and is made among  ICON  Securities  Corp.  (the  "Dealer-Manager"),  ICON

 Income Fund Nine, LLC, a Delaware  limited  liability  company (the "Company"),

 and The _____________  Bank, A _____________  State Chartered Bank (the "Escrow

 Agent").



                                    RECITALS



     A. The  Company  proposes  to  offer  and sell up to  100,000  shares  (the

 "Shares")  of limited  partnership  interest to  investors  at $1,000 per Share

 pursuant to a registration statement (the "Registration  Statement") filed with

 the U.S. Securities and Exchange Commission (the "SEC").



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

 subscribers  will be refunded to them if less than 1,200  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  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 (as defined in Company's Prospectus).



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

 subscription  payments pending receipt of aggregate  subscriptions for not less

 than One Thousand Two Hundred  (1,200) Shares  ($1,200,000 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 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 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 and  Deposit")

 received by it from  subscribers  or  broker-dealers  authorized to sell Shares

 (the "Selling  Dealers").  Until such time at least 1,200 Shares have been sold

 and the related Escrow Deposits in an aggregate amount not less than $1,200,000

 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 subscriber,  (2) that number of Shares subscribed

 for by subscriber, and (3) the subscription price.



                                       1

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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.  All trust investment orders

involving  Treasuries,  commercial  paper and other direct  investments  will be

executed through J.P. Morgan Fleming Asset Management (JPFAM), in the investment

management  division of J.P.  Morgan  Chase.  Subject to the  principles of best

execution,   transactions  are  effected  on  behalf  of  your  account  through

broker-dealer  selected by JPFAM. In this regard, JPFAM seeks to attain the best

overall result for your account,  taking into  consideration  quality of service

and  reliability.  An  agency  fee will be  assessed  in  connection  with  each

transaction.  Periodic statements will be provided to the Dealer-Manager and the

Company  reflecting  transactions  executed  on behalf of the Escrow  Fund.  The

Dealer-Manager and the Company,  upon written request,  will receive a statement

of  transaction  details upon  completion of any  securities  transaction in the

Escrow Fund without any additional cost.





 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  1,200  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  subscribers  to the  Company  and all  related  earnings

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