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                      100,000 SHARES OF MEMBERSHIP INTEREST



                                       of



                           ICON INCOME FUND NINE, LLC

                     (a Delaware limited liability company)



                            SELLING DEALER AGREEMENT





                                                          ________________, 2001



(Selling Dealer Name

 and Address)



Ladies & Gentlemen:



         Reference  is  made  to  the  enclosed  Prospectus  (the  "Prospectus")

relating to the  offering by ICON Income Fund Nine LLC (the  "LLC"),  a Delaware

limited liability company, of membership 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,  which is dated  as of the date  (the  "Effective

Date") on which the U.S. Securities and Exchange Commission (the "SEC") declared

the registration  statement (the  "Registration  Statement") for the offering of

Shares to be effective.



         Pursuant to the authority  granted to ICON Securities  Corp. by the LLC

in the  Dealer-Manager  Agreement,  we  have  selected  your  firm,  and you are

agreeing,  to act as a  Selling  Dealer  in  accordance  with the  terms of this

Agreement.  In  particular,  by executing this Agreement you (1) represent to us

and the LLC that  your  firm is now,  and will at all times  during  which  this

Agreement is  effective  remain,  (a) a member in good  standing of the National

Association of Securities Dealers,  Inc. (the "NASD"),  (b) duly qualified under

the securities and other  applicable  laws of each  jurisdiction  checked off on

Exhibit A to this  Agreement  (as such shall be  immediately  amended by you, as

necessary,   to  reflect  any  changes  therein  (i.e.,  additions  thereto,  or

subtractions  therefrom,  of states))  and (c) will offer  Shares,  directly and

through your registered  representatives  only to the residents of the states so

designated and (2) agree to offer to sell, on a best efforts  basis,  Shares (a)

directly to the general  public,  (b) in an aggregate  amount not  exceeding the

total  maximum  offering of 100,000  Shares to (c)  subscribers  who satisfy the

suitability standards set forth in the Prospectus and as determined by your firm

in  accordance  with the NASD's  Conduct  Rules as in effect during the Offering

Period (as defined below). All of such subscriptions, which shall be in the form

of Exhibit C to the Prospectus (the  "Subscription  Agreement"),  are subject to

acceptance by the LLC and may be rejected in the sole discretion of ICON Capital

Corp., in its capacity as manager of the LLC (the "Manager") including,  without

limitation,  for the lack of necessary  data or signatures on such  Subscription

Agreements.



         In general,  the "Offering  Period" for the sale of Shares commenced on

the date of the Prospectus (which is also the Effective Date) and will terminate

on the second  anniversary  thereof unless (1) the maximum offering is completed

earlier (e.g., through the sale of all 100,000 Shares) or (2) terminated earlier

(with  notice to you and the  other  Selling  Dealers)  at the  election  of the

Manager,  in its sole discretion (the  "Termination  Date").  In addition to the

foregoing  general  rules,  each state must also authorize the sale of Shares to

its residents  (which state effective dates will be either the Effective Date or

as otherwise  may be set forth on a "Blue-Sky  Survey"  issued,  or to be issued

from time to time  after the  Effective  Date,  by the  general

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