Preview | Dealer-Manager Agreement |

Reference is made to the enclosed prospectus, which was included in the registration statement at the time it became effective and any and all amendments and supplements thereto (collectively, the Prospectus), relating to the offering by ICON Leasing Fund Twelve, LLC, a Delaware limited liability company which is an equipment leasing program (the Company), of limited liability company interests (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, effective as the date hereof, 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 broker-dealers (the Selling Dealers) which are members of the National Association of Securities Dealers, Inc. (the 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 (i) up to 400,000 Shares at a public offering price of $1,000.00 per Share (the Primary Offering) and (ii) up to 12,000 Shares at a public offering price of $900.00 per Share, issued pursuant to the Companys distribution reinvestment plan (the DRIP Offering, together with the Primary Offering, the Offering).

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 second anniversary of 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 approval of the state securities commission or agency of such states) or (ii) the date on which all Shares available for sale are sold, 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.

The Company will accept subscriptions for the Shares subject to the Companys right to terminate the Offering at any time with notice to you and to reject any subscription in whole or in part, in its sole discretion. The acceptance of subscriptions is further subject to the following terms and conditions:

1. Appointment as Dealer-Manager. We hereby authorize you to act as the Dealer-Manager during the Offering Period and, on a best efforts (and not firm commitment) basis only, to offer Shares directly, and to enter into Selling Dealer Agreements on behalf of the Company authorizing each such Selling Dealer to offer, to potential investors which (a) satisfy the investor suitability standards (i) as set forth in the Prospectus, (ii) as provided under applicable state laws and (iii) as provided in the rules of the NASD and (b) are acceptable to the Company (the Eligible Investors). As Dealer-Manager, you agree to act as an independent contractor and not as our agent or as agent for the Company in connection with your solicitation of subscriptions for Shares and will be responsible for assuring that each investor satisfies all such suitability requirements. You hereby agree that you will not make representations or give information which is not (x) contained in the Prospectus or in supplemental sales literature specifically authorized for use in the manner described in Section 5 of this Agreement or (y) consistent with the representations and information contained therein.

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ICON Securities Corp. 100 Fifth Avenue, 4^th Floor New York, New York 10011		Date: May 7, 2007