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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): August 31, 2005


                          ICON LEASING FUND ELEVEN, LLC
 -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


     Delaware                       333-121790               20-1979428
 -------------------------------------------------------------------------------
 (State of                        (Commission             (IRS Employer
 Incorporation)                   File Number)            Identification No.)

                          100 Fifth Avenue, 10th Floor
                            New York, New York 10011
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 418-4700
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 Entry into a Material Definitive Agreement

     (a) On August  31,  2005,  the  Registrant,  together  with  certain of its
affiliates,  ICON Income Fund Eight B L.P.,  ICON Income Fund Nine, LLC and ICON
Income Fund Ten, LLC (collectively,  the "Borrowers")  entered into a Commercial
Loan Agreement (the  "Agreement")  with California  Bank & Trust  ("CB&T").  The
Agreement  provides  for a joint and several  revolving  line of credit of up to
$17,000,000   pursuant  to  a  senior  secured   revolving  loan  facility  (the
"Facility")   which  is  secured  by  certain   collateral  of  the   Borrowers.
Availability  under  the  Facility  is  subject  to a  borrowing  base  that  is
determined,  subject to certain  limitations,  based on the present value of the
future  receivables under certain lease agreements in which the Borrowers have a
beneficial  interest.  The interest rate on any advances made under the Facility
is the prime rate  established  by CB&T plus 0.25% per year. In accordance  with
the Agreement, and in lieu of the prime rate established by CB&T plus 0.25%, the
Borrowers may elect to have up to five  advances  under the Facility made at the
rate at  which  U.S.  dollar  deposits  can be  acquired  by CB&T in the  London
Interbank  Eurocurrency  Market, plus 2.75% per year. The Facility matures,  and
the Borrowers  ability to borrow under the Facility,  expires on August 31, 2007
unless  renewed by the Borrowers  for an  additional  one year term, in the sole
discretion of CB&T.

     On September 7, 2005, the Borrowers were advanced approximately $10,200,000
under the  Facility,  which amount was used to  completely  discharge all of the
outstanding  indebtedness  owed by certain of the Borrowers and their affiliates
under a revolving credit facility with Comerica Bank-California.

     The  foregoing is a summary  description  of certain terms of the Agreement
and is  qualified  in its  entirety  by the text of the  Agreement  attached  as
Exhibit  10.1 to this  Current  Report  on Form 8-K and  incorporated  herein by
reference.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its allocable  portion of the  outstanding  obligations
under the Facility at any time. These restrictions  include, but are not limited
to,  borrowing  in excess of the  lesser of (a) an amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its allocable share of the total obligations
under the Facility,  whether by reason of an event or default or otherwise,  the
other Borrowers will  immediately  make a contribution  payment to such Borrower
and in such amount that the aggregate amount paid by each Borrower  reflects its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

ITEM 9.01         Financial Statements and Exhibits

(d)      Exhibits

     10.1  Commercial  Loan  Agreement,  between ICON Income Fund Eight B, L.P.,
ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven,
LLC and California Bank & Trust, dated August 31, 2005.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  ICON LEASING FUND ELEVEN, LLC

                                  By: ICON CAPITAL CORP., its Manager

                                  By: /s/ Thomas W. Martin
                                  ----------------------------------------
Date: September 7, 2005           Thomas W. Martin
                                  Executive Vice President



<PAGE>


Exhibit 10.1


                            COMMERCIAL LOAN AGREEMENT

                              (Loan No. 9117000148)



This Commercial Loan Agreement dated as of August 31, 2005  ("Agreement")  is by
and among CALIFORNIA BANK & TRUST, a California banking  corporation,  as lender
("Bank"),  and ICON INCOME FUND EIGHT B L.P.;  ICON INCOME FUND NINE,  LLC; ICON
INCOME  FUND  TEN,  LLC;  and  ICON  LEASING  FUND  ELEVEN,  LLC,  as  borrowers
(separately and collectively "Borrower").

1.       DEFINITIONS

     1.1 The following terms shall have the following meanings when used in this
Agreement:

     "Account Obligor" shall mean the obligor on any Accounts Receivable.

     "Accounts" shall mean each of the presently  existing and hereafter arising
accounts,  Accounts  Receivable,  contract  rights and other  forms of  monetary
obligations  and  receivables   (including  healthcare   receivables)  owing  to
Borrower,   and  any  credit  insurance,   guaranties,   or  security  therefor,
irrespective of whether earned by performance.

     "Accounts Receivable" shall mean open Accounts which are Collateral.

     "Adjusted Total Liabilities" shall mean the sum of current liabilities plus
long term  liabilities  (excluding  all  non-recourse  debt and all  other  debt
subordinated to Borrower's  obligations to Bank in a manner acceptable to Bank),
including, without limitation, accrued and deferred income taxes, all calculated
in accordance with GAAP, consistently applied.

     "Affiliate"  shall mean,  when used with  respect to any Person,  any other
Person which,  directly or indirectly,  controls or is controlled by or is under
common  control with such Person.  For  purposes of this  definition,  "control"
(including,  with  correlative  meanings,  the terms  "controlled by" and "under
common  control  with"),  with  respect to any  Person,  shall mean  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such Person,  whether through the ownership of voting
securities, by contract or otherwise.

     "Agreement"  shall  mean this  Commercial  Loan  Agreement  as  amended  or
modified from time to time,  together  with all exhibits and schedules  attached
hereto from time to time.

     "Authorized  Officer"  shall  have the  meaning  given the term in  Section
5.3.a.

     "Availability" shall mean, as of the date of determination,  the difference
between the Line of Credit  Limit and the  outstanding  amount under the Line of
Credit.

     "Bank" shall mean California Bank & Trust, its successors and assigns.

     "Banking Day" shall mean,  unless otherwise  provided in this Agreement,  a
day other than  Saturday,  Sunday,  or a legal holiday on which Bank is open for
business in the State of California.

     "Beneficial  Interest"  shall  mean a  beneficial  interest  in a trust,  a
partnership  interest in a  partnership,  or a membership  interest in a limited
liability company.

     "Borrower" shall mean ICON Income Fund Eight B L.P.; ICON Income Fund Nine,
LLC;  ICON Income Fund Ten, LLC; and ICON Leasing Fund Eleven,  LLC,  separately
and collectively.

     "Borrower's  Assets" shall mean any real or personal property owned, now or
hereafter, in whole or in part by Borrower.

     "Borrowing  Base"  shall  mean 85% of the  Present  Value  of the  Eligible
Borrowing Base Contracts, with the limitation that no more than $5,000,000.00 in
advances, in the aggregate,  shall be based on a contract or contracts involving
the same Lessee or Debtor unless otherwise  approved in writing by Bank and with
the  further  limitation  that no more  than  25% of the  Present  Value  of the
Eligible  Borrowing  Base  Contracts  shall mature within 90 days (to the extent
that the  $5,000,000.00 or 25% limitation is exceeded in the Eligible  Borrowing
Base Contracts identified on Schedule 1, Bank approves that excess).

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Collateral"  means and  includes,  without  limitation,  all  property and
assets  granted as  collateral  security  for a Loan,  whether  real or personal
property, whether granted directly or indirectly,  whether granted now or in the
future  and  whether  granted in the form of a  security  interest,  assignment,
pledge, lien, or any other security or lien interest whatsoever, whether created
by law, contract or otherwise. The word "Collateral" includes without limitation
all collateral described in the section of this Agreement titled "Collateral."

     "Collateral  Documents"  shall  mean all the  documents  set  forth in this
Agreement in the section titled "Collateral Documents."

     "Contribution  Agreement"  shall have the meaning given the term in Section
8.23 of this Agreement.

     "Debt Service Coverage Ratio" means EBITDA divided by Interest Expense.

     "Debtor" means a borrower under a Loan Contract or Indirect Loan Contract.

     "Default"  means an event which,  with the passage of time or the giving of
notice or both, would constitute an Event of Default.

     "Default Rate" shall have the meaning given the term in Section 5.8.

     "Designated  Accounts" shall have the meaning given the term in Section 5.3
of this Agreement.

     "Discount  Rate" means the rate of  interest  equal to  one-quarter  of one
percent  (0.25%)  per  annum in  excess  of the Prime  Rate,  which  shall  vary
concurrently with any change in the Prime Rate.

     "EBITDA" means the sum of (a) Borrower's net income;  (b)  depreciation and
amortization  expense  and  other  non-cash  items  deducted  on the  Borrower's
financial  statements in determining such net income; (c) Interest Expense;  and
(d) taxes imposed by any  jurisdiction  upon  Borrower's net income,  absent the
effect of write-ups or forgiveness of debt; all as calculated in accordance with
GAAP, consistently applied.

     "Eligible  Borrowing Base  Contract"  means a Revolving Loan Contract which
satisfies each of the following conditions at the date of determination:

a.   No event of  default  exists  under  such  contract,  except  that past due
     payments  that are deemed  acceptable  under  paragraph  b. below shall not
     cause an otherwise Eligible Borrowing Base Contract to become ineligible;

b.   Scheduled  payments  by the Lessee or the Debtor  under such  contract  are
     current or less than 60 days past the scheduled  payment date  specified in
     such contract;

c.   The contract  identifies  Borrower as the lessor or lender,  or, if another
     Person is the original lessor or lender,  the lessor's or lender's interest
     in the  contract  and the  underlying  equipment  has been  transferred  in
     writing to Borrower (if the Revolving Loan Contract is an Indirect Lease or
     Indirect Loan Contract,  the term  "Borrower" in this clause is replaced by
     "Person in whom Borrower has a Beneficial Interest");

d.   There  is  no   indication   on  the   contract   that   Borrower   or  any
     predecessor-in-interest  on the  contract  has  transferred  or pledged any
     interest in the  contract to any Person other than Bank or Borrower (if the
     Revolving Loan Contract is an Indirect Lease or Indirect Loan Contract, the
     term  "Borrower" in this clause is replaced by "Person in whom Borrower has
     a Beneficial Interest") or, if there is such indication,  such interest has
     been validly transferred by such Person to Borrower or Bank;

e.   If the contract is a lease, the lease and the equipment  leased  thereunder
     are owned by  Borrower  and are subject to no Liens  (other than  Permitted
     Liens) in favor of anyone  other than Bank or to any rights  other than the
     rights of the  Lessee as lessee  under such  lease;  if a lease is deemed a
     security interest under the applicable  Uniform  Commercial Code,  Borrower
     has a perfected  first-priority  Lien in the equipment  covered thereby (if
     the Revolving Loan Contract is an Indirect Lease or Indirect Loan Contract,
     the term  "Borrower" in this clause is replaced by "Person in whom Borrower
     has a Beneficial Interest");

f.   Bank has a perfected  first  priority Lien in the  Revolving  Loan Contract
     and,  if the  Revolving  Loan  Contract  is a lease,  Bank has a  perfected
     first-priority Lien in the equipment subject to that lease,  subject to any
     Permitted  Liens (if the Revolving  Loan  Contract is an Indirect  Lease or
     Indirect  Loan  Contract,  Bank  has a first  priority  Lien in  Borrower's
     Beneficial Interest in the lessor or lender);

g.   If the contract is a loan, the contract is owned by Borrower and is subject
     to no Lien, other than Permitted Liens, in favor of anyone other than Bank,
     and Borrower has a perfected  first  priority  Lien in the  equipment  that
     secures the loan,  subject to any Permitted  Liens (if the  Revolving  Loan
     Contract is an Indirect Loan Contract,  the term  "Borrower" in this clause
     is replaced by "Person in whom Borrower has a Beneficial Interest");

h.   The  contract is written;  the  contract  has not been  amended or modified
     except by a written  document  delivered to Bank;  the contract was entered
     into or  acquired  in the  ordinary  course  of  Borrower's  business;  the
     contract is in full force and effect and is enforceable in accordance  with
     its terms; to Borrower's  knowledge,  the equipment covered by the contract
     is in good working  order;  the Lessee or Debtor has accepted the equipment
     delivered  pursuant  to  the  contract  as  evidenced  by  a  delivery  and
     acceptance  certificate  executed by the Lessee or Debtor or other standard
     document;  if a lease,  the  Lessee  has  commenced  making  rent  payments
     pursuant  to the terms of the lease;  if a loan,  the Debtor has  commenced
     making loan payments pursuant to the loan; and to Borrower's knowledge,  no
     defenses, offsets, counterclaims or disputes exist under or with respect to
     such contract or to the equipment covered by such contract;

i.   All existing  "chattel paper" originals of the contract,  together with any
     and all schedules,  supplements  and amendments  thereto and  modifications
     thereof,  including any and all promissory  notes and other  instruments as
     defined in the Uniform Commercial Code,  evidencing any monetary obligation
     owing to Borrower in connection therewith,  have been delivered to, and are
     in the  possession of Bank (if the  Revolving  Loan Contract is an Indirect
     Lease or Indirect  Loan  Contract,  the term  "Borrower"  in this clause is
     replaced by "Person in whom Borrower has a Beneficial Interest");

j.   If the  Revolving  Loan  Contract  is an Indirect  Lease or  Indirect  Loan
     Contract,  Borrower  shall  have,  prior to the  making of a Line of Credit
     advance, disclosed to Bank in writing the identity of the lessor or lender,
     as the case may be, and the nature of  Borrower's  Beneficial  Interest  in
     such Person;

k.   No part of the contract, or the equipment thereunder,  shall be financed by
     non-recourse  or other debt (unless  subordinated  on terms and  conditions
     satisfactory to Bank); and

l.   The contract  shall have a remaining term of not less than 31 days from the
     date of funding by Bank.

     "Environmental  Laws" shall mean each and every material federal,  state or
local law, ordinance,  regulation,  permit,  license,  authorization,  judgment,
decree,  agreement,  restriction or requirement pertaining to health, industrial
hygiene, Hazardous Substances (as defined below), or the environment.

     "Event of Default" means and includes without  limitation any of the Events
of  Default  set  forth in this  Agreement  in the  section  titled  "Events  of
Default."

     "Facility Fee" shall have the meaning given the term in Section  3.5.a.  of
this Agreement.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board, or in such other statements by such
other entity as may be in general use by significant  segments of the accounting
profession, which are applicable to the circumstances as of the date of purpose.

     "Hazardous Substance" shall mean any substance whose nature, existence, use
or effect  render it subject now, or in the future,  to federal,  state or local
regulation,  investigation,  remediation or removal as potentially  injurious to
public health or welfare.

     "Indirect  Lease" means a lease (including a schedule under a master lease)
in which a Person in whom  Borrower has a  Beneficial  Interest is the lessor or
has been assigned the lessor's interest.

     "Indirect Loan Contract" means a loan contract  (including a schedule under
a master loan  contract) or  promissory  note in which a Person in whom Borrower
has a  Beneficial  Interest  is the  lender  or payee or has been  assigned  the
lender's or payee's interest.

     "Interest  Expense"  for any  applicable  period  shall  mean all  interest
expense  as it appears on  Borrower's  income  statement  for such  period,  all
calculated in accordance with GAAP, consistently applied.

     "Inventory" shall mean all finished goods wherever located, and goods which
are or may at any time be held for sale or lease,  furnished  under any contract
of service or held as raw materials,  work-in-progress,  supplies, components or
materials used or consumed in Borrower's  business or which are or might be used
in  connection  with  the  manufacturing,   shipping,  advertising,  selling  or
finishing  of such  goods,  merchandise  and  other  personal  property  and all
documents of title or documents  representing  the same,  whether  negotiable or
non-negotiable and all such property, the sale or other disposition of which has
given rise to Accounts  Receivable and which has been returned to or repossessed
or stopped in transit by Borrower.

     "Lease"  shall mean a lease  (including  a schedule  under a master  lease)
under which  Borrower is the lessor or for which  Borrower has been assigned the
lessor's interest.

     "Lessee" means a lessee under any Lease or Indirect Lease.

     "Lien"  shall mean any lien or security  interest  arising from a mortgage,
deed  of  trust,  encumbrance,   pledge,  hypothecation,   assignment,   deposit
arrangement,  security  agreement,  adverse claim or charge,  conditional  sale,
trust  receipt,  judgment,  attachment  or by operation of law, or from a lease,
consignment,  or bailment for security  purposes and any  agreement to grant any
lien or security interest.

     "LIBO Rate" shall have the meaning given the term in Sections 3.2.b.iii.

     "Line of Credit  Applicable  Interest  Period" shall have the meaning given
the term in Section 3.2.b.

     "Line  of  Credit  Availability  Period"  shall  mean  the  period  of time
commencing on the date of this Agreement and continuing until the Line of Credit
Expiration Date.

     "Line of Credit Expiration Date" shall mean August 31, 2007.

     "Line of Credit" shall have the meaning given the term in Section 2.1.a.

     "Line of Credit LIBO Rate Portion" shall have the meaning given the term in
Section 3.2.b.

     "Line of Credit  Limit"  shall have the  meaning  given the term in Section
2.1.a.

     "Line of Credit  Note"  shall  have the  meaning  given the term in Section
2.1.a.

     "Liquidity"  means Borrower's cash reserves (other than the Restricted Cash
Deposit  and  other  deposits  reserved  pursuant  to  Borrower's   non-recourse
financing, if any) and unused Availability under the Line of Credit.

     "Loan" shall mean and include,  without limitation,  any and all commercial
loans  and  financial  accommodations  from  Bank to  Borrower,  whether  now or
hereafter existing, and however evidenced,  including without limitation,  those
loans and financial accommodations described in this Agreement or on any exhibit
or schedule attached to this Agreement from time to time.

     "Loan  Contract"  shall mean a loan contract  (including a schedule under a
master loan  contract)  or  promissory  note in which  Borrower is the lender or
payee or which Borrower has been assigned the lender's or payee's interest.

     "Loan  Documents"  shall mean this  Agreement  and all other  documents and
agreements executed or delivered to Bank in connection with this Agreement.

     "Manager"  means ICON Capital  Corp.,  a  Connecticut  corporation,  in its
capacity  as manager of those  entities  comprising  Borrower  that are  limited
liability  companies and in its capacity as general  partner of ICON Income Fund
Eight B L.P.

     "Material  Adverse  Change"  means a  material  adverse  effect  on (a) the
business,  operations,  results of operations,  assets, liabilities or condition
(financial or otherwise) of Manager,  (b) the business,  operations,  results of
operations,  assets,  liabilities  or  condition  (financial  or  otherwise)  of
Borrower and its  Subsidiaries  taken as a whole, (c) the ability of Borrower to
perform its  obligations  under the Loan  Documents to which it is a party or of
Bank to enforce the Obligations or realize upon the Collateral, (d) the value of
the  Collateral or the amount that Bank would be likely to receive (after giving
consideration  to delays in payment and costs of enforcement) in the liquidation
of such Collateral,  (e) the validity or enforceability  of this Agreement,  the
other  Loan  Documents,  or  the  rights  and  remedies  of  Bank  hereunder  or
thereunder, or (f) the priority of Bank's Liens with respect to the Collateral.

     "Note" shall mean the Line of Credit Note.

     "Obligation" shall mean all loans,  advances,  debt,  principal,  interest,
fees,  expenses,  costs and other  amounts owed to Bank by Borrower  pursuant to
this  Agreement,  together  with all  guaranties,  covenants and duties owing by
Borrower  to Bank of any  kind  or  description  hereunder,  whether  direct  or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter  arising,  including any  interest,  fees,  expenses,  costs and other
amounts owed to Bank that but for the  provisions of the  Bankruptcy  Code would
have accrued after the  commencement of any insolvency  proceeding and including
any debt,  liability,  or  obligation  owing from Borrower to other Persons that
Bank may have obtained by assignment or otherwise.

     "Optional  Line of Credit  Interest  Rate" shall have the meaning given the
term in Section 3.2.b.

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA.

     "Permitted  Liens" shall mean any: (a) Liens approved in writing by Bank or
arising under this Agreement or the other Loan  Documents;  (b) Liens for taxes,
fees, assessments or other governmental charges or levies, either not delinquent
or being contested in good faith by appropriate  proceedings,  provided the same
have no priority  over any of Bank's Liens;  (c) Liens  incurred in the ordinary
course of business of Borrower,  except that (i) no Liens other than in favor of
Bank are  permitted  on any of the Leases,  Loan  Contracts  and other  property
identified in Schedule 1 or otherwise the subject of any Line of Credit advance,
and (ii) no Lien is permitted on any  equipment  related to clause (i) except in
favor of Bank and, in the case of equipment securing a Loan Contract,  a Lien in
favor of Borrower; provided, however, that nothing herein shall prevent Borrower
from incurring Liens in favor of carriers, warehousemen, mechanics, materialmen,
workmen and  landlords  and other  similar  Liens,  in each case  arising in the
ordinary course of business;  (d) Liens consisting of another Person's  interest
in a residual  sharing  agreement or  remarketing  agreement with respect to the
sale of equipment  upon the  termination  of a Lease or Indirect  Lease provided
that the value of Borrower's interest in such equipment as shown on its books is
net of such other Person's  interest;  (e) Liens on equipment subject to a Lease
that are expressly  permitted by the terms of the Lease;  (f) judgment Liens not
constituting  an Event of  Default  hereunder;  (g)  subordinate  Liens  granted
pursuant to the Contribution  Agreement;  (h) Liens of the relevant deposit bank
incurred  in the  ordinary  course of  business  encumbering  customary  deposit
accounts or brokerage  accounts;  (i) Liens encumbering  deposits made to secure
obligations  arising  from  statutory,   regulatory,   contractual  or  warranty
requirements,  including  rights  of  setoff;  and (j)  Liens  arising  from the
refinancing of any of the indebtedness secured by any of the foregoing described
Liens.

     "Person"  shall mean and include an individual,  a  partnership,  a limited
liability company, a corporation,  a joint stock corporation,  an unincorporated
association,  a  joint  venture  or  other  similar  entity  or  a  governmental
authority.

     "Plan"  shall  mean  any  employee   pension  benefit  plan  maintained  or
contributed to by Borrower and insured by the PBGC under Title IV of ERISA.

     "Present Value" means any fixed unpaid payment  obligation owed to Borrower
by a  Lessee  under  a  lease  or a  Debtor  under  a loan  (including,  without
limitation,  unpaid regularly scheduled payments, puts and balloon payments) (in
each case  excluding  leases  and loans  that are not  Eligible  Borrowing  Base
Contracts),  such unpaid payments to be discounted to their present value on the
date of  calculation  at the Discount Rate. If the contract is an Indirect Lease
or Indirect  Loan  Contract,  the  Present  Value  shall be  multiplied  by that
percentage  of the foregoing  that  corresponds  to  Borrower's  interest in the
Person  that is the  lessor or lender,  as the case may be. If a lessee  under a
lease has the option to terminate  the lease as of a date prior to its scheduled
termination  date,  the  Present  Value of that lease  shall be the lower of the
following:  (i) the Present Value based on the lease  terminating  at such prior
date plus the amount of any payment  that the lessee  would be  obligated to pay
the lessor upon exercise of such option,  discounted to its present value on the
date of calculation at the Discount Rate; or (ii) the Present Value based on the
lease terminating at its scheduled termination date.

     "Prime  Rate" shall mean the rate of interest set from time to time by Bank
at its head office as its Prime Rate.  The Prime Rate is determined by Bank as a
means of pricing credit  extensions to some customers and is neither tied to any
external  rate of  interest  or index nor is it  necessarily  the lowest rate of
interest charged by Bank at any given time for any particular class of customers
or credit extensions.

     "Regular  Line of Credit  Interest  Rate" shall have the meaning  given the
term in Section 3.2.a.

     "Restricted  Cash Deposit" shall have the meaning given the term in Section
8.8.

     "Revolving Loan Contract" means a Lease,  Loan Contract,  Indirect Lease or
Indirect  Loan  Contract  based on which  Bank  makes a Line of  Credit  advance
(including  any  and all  schedules,  supplements  and  amendments  thereto  and
modifications  thereof and together with any and all promissory  notes and other
instruments,  as defined in the Uniform Commercial Code, evidencing any monetary
obligation owing to Borrower in connection  therewith) originated by Borrower or
acquired by Borrower from the lessor or lessor's  assignee or from the lender or
lender's assignee, as the case may be.

     "Security  Agreement" shall mean the document delivered by Borrower to Bank
detailed in the section of this Agreement titled "Collateral Documents."

     "Subsidiary" shall mean a business entity in which Borrower owns,  directly
or indirectly,  an equity  interest having  sufficient  ordinary voting power to
elect a majority of the board of directors  or other  managers of such entity or
the management of which is otherwise controlled,  directly or indirectly through
one or more intermediaries, of which Borrower has a controlling interest.

     "Tangible  Net  Worth"  means the gross  book  value of  Borrower's  Assets
(excluding goodwill, patents,  trademarks, trade names, organizational expenses,
treasury stock,  unamortized  debt discount and expense,  deferred  research and
development costs, other like intangibles, and monies due from Affiliates except
in connection with sales to Affiliates on terms that Borrower  normally provides
to third parties) plus debt that is subordinated to Bank in a manner  acceptable
to Bank,  less all  liabilities,  including,  without  limitation,  accrued  and
deferred  income  taxes,  and any reserves  against  assets,  all  calculated in
accordance with GAAP, consistently applied.

     "UCC-1 Financing  Statement" shall mean the document  delivered by Borrower
to Bank detailed in the section of this Agreement titled "Collateral Documents."

     "Unused Commitment Fee" shall have the meaning given to the term in Section
3.5.c.

2.       LOAN FACILITY

2.1  Bank agrees to make  available  to  Borrower  the  following  credit on the
     following terms, covenants and conditions:

a.   Revolving Line of Credit. During the Line of Credit Availability Period and
     so long as no Event of Default has occurred and is  continuing,  Bank will,
     on a revolving basis, make advances to Borrower ("Line of Credit"),  which,
     except as set forth below,  may not at any time exceed an aggregate  amount
     outstanding   equal   to  the   lesser   of   Seventeen   Million   Dollars
     ($17,000,000.00)  or the Borrowing Base  (collectively  the "Line of Credit
     Limit").  Borrower's  obligation to repay advances under the Line of Credit
     shall be evidenced by a promissory  note in a form  acceptable to Bank (the
     "Line of Credit  Note").  During  the Line of Credit  Availability  Period,
     Borrower may repay  principal  amounts and reborrow them.  Borrower  agrees
     that  Borrower  will not permit the  outstanding  balance under the Line of
     Credit to exceed the Line of Credit Limit  unless  Borrower  increases  the
     Restricted  Cash Deposit by an amount equal to the sum that would otherwise
     be  overadvanced,  in which case Borrower shall have the right to borrow an
     amount in excess of the  Borrowing  Base but not more than  $17,000,000.00.
     Provided no Event of Default has occurred and is  continuing  at such time,
     Borrower  may  request  (i) a one  year  extension  of the  Line of  Credit
     Availability  Period  within  sixty  days of the Line of Credit  Expiration
     Date,  but Bank has no obligation  to grant the  extension  and/or (ii) the
     addition to Borrower of an  additional  fund or funds managed by Manager or
     an Affiliate of Manager  acceptable to Bank,  but Bank has no obligation to
     grant the addition.

3.       TERMS

3.1      Availability Period.

a.   Availability Period Line of Credit. Borrower may draw on the Line of Credit
     during the Line of Credit Availability  Period,  unless (i) a Default or an
     Event of Default has occurred and is continuing or (ii) Borrower has failed
     to satisfy any condition  hereunder to such  borrowing and Bank has refused
     to waive such condition.

3.2      Interest Rate.


a.   Line of Credit  Interest  Rate.  Interest on advances on the Line of Credit
     shall accrue at the Prime Rate plus one quarter percent (P+0.25%) per annum
     in effect from time to time (the "Regular Line of Credit  Interest  Rate").
     Any changes in the Regular Line of Credit  Interest Rate  resulting  from a
     change in the Prime Rate shall take effect  without  notice at the time the
     Prime Rate is set.

b.   Line of Credit  Optional  Interest.  Instead of the Regular  Line of Credit
     Interest  Rate,  Borrower  may elect to have up to five (5) advances on the
     outstanding principal balance of the Line of Credit (each a "Line of Credit
     LIBO Rate  Portion")  during the Line of Credit  Availability  Period  bear
     interest at the LIBO Rate, as defined  below,  plus two and  three-quarters
     percent  (L+2.75%) (the "Optional Line of Credit  Interest Rate") during an
     interest rate period designated by Borrower (the "Line of Credit Applicable
     Interest  Period").  Borrower shall not select a Line of Credit  Applicable
     Interest  Period  that would  extend  beyond the Line of Credit  Expiration
     Date.  Each  interest  rate is a rate per annum.  At the end of any Line of
     Credit  Applicable  Interest  Period,  the interest rate will revert to the
     Regular  Line of Credit  Interest  Rate,  unless  Borrower  has  designated
     another  Optional Line of Credit Interest Rate for that Line of Credit LIBO
     Rate Portion.

     Designation of a Line of Credit LIBO Rate Portion shall be made by delivery
     or telephone facsimile  transmission to Bank of written notice signed by an
     Authorized Officer of such election, including designation of the amount of
     the proposed Line of Credit LIBO Rate Portion,  the proposed Line of Credit
     Applicable Interest Period and the proposed effective date of the election.
     The notice shall be given at least three (3) Banking Days in advance of the
     effective  date of the election.  The election shall also be subject to the
     following requirements:

i.   The Line of Credit  Applicable  Interest  Period during which the LIBO Rate
     will be in effect will be three (3) months,  so long as no Event of Default
     has occurred and is continuing.  In determining a Line of Credit Applicable
     Interest Period, a month means a period that starts on one Banking Day in a
     month  and  ends  on  and  includes  the  day  preceding  the   numerically
     corresponding  day in the next  month.  For any month in which  there is no
     such numerically  corresponding  day, then as to that month, such day shall
     be deemed to be the last  calendar  day of such  month.  Any Line of Credit
     Applicable  Interest  Period which would otherwise end on a non-Banking Day
     shall end on the next  succeeding  Banking Day unless that is the first day
     of a month, in which event such Line of Credit  Applicable  Interest Period
     shall end on the next preceding Banking Day.

ii.  Each Line of Credit LIBO Rate Portion  shall be for an amount not less than
     Two Hundred Fifty Thousand Dollars ($250,000.00).

iii. The "LIBO  Rate" shall mean,  for each Line of Credit  Applicable  Interest
     Period with  respect to a Line of Credit LIBO Rate  Portion,  the per annum
     rate  determined  by the Bank as of the  first  day of the  Line of  Credit
     Applicable  Interest  Period to be equal to the rate at which  U.S.  dollar
     deposits  can be  acquired  by Bank in the  London  Interbank  Eurocurrency
     Market two (2) Banking Days before the  commencement of such Line of Credit
     Applicable  Interest Period in an amount  comparable to such Line of Credit
     LIBO Rate Portion.

iv.  No Line of Credit LIBO Rate Portion  bearing  interest at the LIBO Rate may
     be  converted  to a  different  rate  during the Line of Credit  Applicable
     Interest Period.

v.   Each prepayment of a Line of Credit LIBO Rate Portion,  whether  voluntary,
     by reason of acceleration  or otherwise,  will be accompanied by the amount
     of accrued  interest on the amount  prepaid,  and a prepayment fee equal to
     the amount (if any) by which the additional  interest which would have been
     payable  on the amount  prepaid  had it not been paid until the last day of
     the Line of Credit  Applicable  Interest  Period exceeds the interest which
     would  have been  recoverable  by Bank by  placing  the  amount  prepaid on
     deposit in the LIBO Rate Market for a period  starting on the date on which
     it was prepaid and ending on the last day of the  interest  period for such
     Line of Credit LIBO Rate  Portion.  Any such  calculation  shall be made by
     Bank in the same manner in which such calculation is made in respect to all
     other  customers  of Bank and Bank  shall,  upon the  request of  Borrower,
     deliver to Borrower all backup information  showing how any such prepayment
     fee is calculated.

3.3      Repayment Terms.

a.   Line of Credit.

i.   Borrower shall pay interest  monthly in arrears on the outstanding  balance
     under the Line of Credit  commencing on September 1, 2005,  and then on the
     first Banking Day of each month  thereafter,  except that interest accruing
     at the Optional Line of Credit Interest Rate shall be due at the end of the
     applicable Interest Rate Period.

ii.  Borrower  shall pay in full,  all  principal,  interest  and other  charges
     outstanding  under  the Line of  Credit  no later  than the Line of  Credit
     Expiration Date.

3.4      Expenses.


a.   Subject to any limitations contained herein,  Borrower agrees to repay Bank
     for the reasonable  expenses incurred in processing and funding the Line of
     Credit,  including  the  following:  filing,  recording  and  search  fees,
     appraisal fees, asset based field report fees, and documentation fees.

b.   Borrower agrees to reimburse Bank for any reasonable  expenses it incurs in
     the  negotiation  and  preparation  of this  Agreement and any agreement or
     instrument required by this Agreement.

c.   Borrower's prior deposit of Twenty Thousand Dollars  ($20,000.00)  shall be
     applied to Bank's expenses under this Section.

3.5      Fees.

a.   Facility  Fee.  Borrower  agrees to pay the amount of  Eight-Five  Thousand
     Dollars  ($85,000.00)  to  Bank  as a loan  fee  for  the  Line  of  Credit
     ("Facility Fee").

b.   Renewal  Fee.  Borrower  agrees  to pay a fee equal to  one-quarter  of one
     percent (0.25%) of the Bank's  committed amount for the Line of Credit upon
     any renewal of the Line of Credit.

c.   Unused Commitment Fee. For the Line of Credit, Borrower agrees to pay a fee
     ("Unused  Commitment  Fee") equal to the product of one-half of one percent
     (0.50%)  multiplied by the difference  between  Seventeen  Million  Dollars
     ($17,000,000.00) and the amount of credit extended to Borrower,  determined
     by the Average Loan Balance,  as defined below,  maintained during the Line
     of Credit Availability  Period. For purposes of this section,  the "Average
     Loan  Balance" is calculated by dividing the sum of the daily loan balances
     on the Line of Credit during the applicable period by the number of days in
     that period.  This fee is due and payable each calendar quarter in arrears,
     and is due on the tenth (10th) day of each of the  following  months during
     the Line of Credit Availability Period:  October,  January, April and July,
     respectively,  except a prorated fee for the first partial quarter shall be
     due in October,  2005 and for the final quarter shall be due and payable on
     the Line of Credit Expiration Date.

4.   SECURITY

4.1  Collateral.  All  obligations  of Borrower  under this  Agreement  shall be
     secured by the following:

a.   Personal  Property.  Borrower's  obligations  to Bank under this  Agreement
     shall be secured by, and Borrower  shall grant to Bank, a first Lien in all
     business  personal  property  Borrower  now owns or will own in the future,
     including without limitation,  Borrower's Accounts  Receivable,  equipment,
     equipment  held for lease,  Leases,  chattel  paper,  general  intangibles,
     Inventory,  any money  deposit  accounts or other assets of Borrower  which
     hereafter  come into the  possession,  custody  or  control of Bank and all
     products and proceeds of the above-described collateral, including, but not
     limited to, money,  deposit accounts,  goods,  insurance proceeds and other
     property,  except that Collateral ------ shall not include Leases, Indirect
     Leases, Loan Contracts,  Indirect Loan Contracts (and the equipment subject
     thereto)  which are financed by Borrower with  non-recourse  debt and which
     have not been financed by Bank. The Collateral  shall be further  described
     in the Security Agreement executed by Borrower.

4.2  Collateral  Documents.  In  connection  with the  foregoing,  Borrower will
     execute the following "Collateral Documents":

a.   Security  Agreement.  A Security  Agreement  executed by each Borrower,  as
     debtor,  in favor of Bank,  as secured  party,  by which Bank will obtain a
     Lien  in the  Collateral  consisting  of  certain  of  Borrower's  personal
     property.

b.   UCC-1 Financing Statement. UCC-1 financing statement as debtor, in favor of
     Bank, as secured  party,  filed with the Delaware,  California and New York
     Secretaries of State offices.

5.   DISBURSEMENTS, PAYMENTS AND COSTS

5.1 Request for Credit. Each request for an advance under the Line of Credit
will be made by a disbursement request in a form acceptable to Bank executed by
an Authorized Officer, or by any other means acceptable to Bank.

     5.2  Disbursements  and Payments.  Each advance under the Line of Credit by
Bank and each payment by Borrower under the Line of Credit will be:

a.   Made at Bank's  South Bay  Commercial  Banking  Office,  or other  location
     selected by Bank from time to time.

b.   Made for the  account of Bank's  South Bay  Commercial  Banking  Office (or
     other office or branch selected by Bank from time to time).

c.   Made in lawful money of the United States in  immediately  available  funds
     and shall be made without setoff or counterclaim.

d.   Evidenced by records kept by Bank.

5.3      Telephone Authorization.

a.   Bank may honor  telephone  instructions  for  disbursements  and repayments
     pursuant to this  Agreement,  given by an  Authorized  Officer,  as defined
     below, or any officer authorized by an Authorized Officer.  For purposes of
     this  Agreement,  "Authorized  Officer"  shall mean any officer of Borrower
     whose name and signature are set forth in the Corporate Authorizations,  as
     defined below.

b.   Advances  will be deposited in, and payments may be withdrawn by Bank from,
     Borrower's   deposit   accounts  as   designated  in  writing  by  Borrower
     ("Designated Accounts")

c.   Upon Bank's request,  Borrower will provide written confirmation to Bank of
     telephone authorized transactions pursuant to this Section. Borrower agrees
     to provide such  confirmation  within one (1) Banking Day of the  telephone
     authorization.  If there is a discrepancy and Bank has already acted on the
     telephone  instructions,  the telephone  instructions will prevail over the
     written confirmation.

d.   Borrower  indemnifies  and holds  harmless  Bank  (including  its officers,
     employees,  and agents) from all  liability,  loss, and costs in connection
     with any act resulting from  telephone  instructions  that Bank  reasonably
     believes are made by an  Authorized  Officer or a person  authorized  by an
     Authorized  Officer  except to the  extent of Bank's  gross  negligence  or
     willful  misfeasance.  This  indemnity  and agreement to hold harmless will
     survive this Agreement's termination.

5.4  Banking Days.  All payments and  disbursements  which would be due on a day
     which  is not a  Banking  Day  will be due on the  next  Banking  Day.  All
     payments  received  on a day which is not a Banking  Day will be applied to
     the Line of Credit on the next Banking Day.

5.5  Taxes.  Borrower  will not deduct any taxes from any payments made to Bank.
     If any government authority imposes any taxes or charges on any payments to
     Borrower,  Borrower  will pay the taxes or charges.  Upon  request by Bank,
     Borrower  will confirm  that it has paid the taxes by giving Bank  official
     tax receipts (or notarized  copies  thereof)  within thirty (30) days after
     the date the taxes are due.

5.6  Interest  Calculation.  Except as otherwise  stated in this Agreement,  all
     interest,  if any,  will be computed on the basis of a 360-day year and the
     actual  number of days  elapsed.  This results in more interest or a higher
     fee than if a 365-day year is used.

5.7  Fee on Late  Payments.  At Bank's  sole option in each  instance,  Borrower
     shall pay a late fee equal to two percent (2.0%) of any monthly installment
     not paid  within  fifteen  (15) days of the date due under  this  Agreement
     (including interest)..

5.8  Default Rate.  If any amount under this  Agreement is not paid in full when
     due at  maturity,  or upon  acceleration  of the Loans  pursuant  to Bank's
     exercise  of its  rights and  remedies  hereunder,  Borrower  agrees to pay
     interest  on the  outstanding  principal  at the rate of  interest  then in
     effect under this Agreement plus two percent (2.0%) (the "Default Rate").

5.9  Overdrafts.  At Bank's sole option in each instance,  and provided there is
     no Event of Default  which has  occurred and is  continuing,  Bank may make
     advances  under this  Agreement  to prevent  or cover an  overdraft  on any
     account of Borrower with Bank.  Each such advance will accrue interest from
     the date of the  advance  or the date on which the  account  is  overdrawn,
     whichever occurs first, at the interest rate then applicable to the Line of
     Credit.  Any advances  made  pursuant to this section shall be added to the
     outstanding balance under the Line of Credit.





6.       CONDITIONS

6.1  Initial  Advance.  Bank's  obligation  to extend  any  credit  to  Borrower
     pursuant to this Agreement is subject to the condition precedent that prior
     to or on the date of this Agreement,  Borrower shall have complied with the
     requirements  set forth below in this  section and shall have  delivered to
     Bank, in form and substance  satisfactory to Bank, the following documents,
     duly  executed by  authorized  representatives  of Borrower or as specified
     below:

a.   This Agreement.

b.   Line of Credit Note.

c.   Security Agreement of Borrower and UCC-1 Financing  Statements,  filed with
     the Delaware, California and New York Secretaries of State.

d.   Borrowing  Authorizations.  Borrowing resolutions granting authorization to
     borrow and pledge in a form acceptable to Bank.

e.   Termination Statements.  Evidence,  satisfactory to Bank, that all Liens in
     favor of any third  Persons  not  constituting  Permitted  Liens  have been
     terminated.

f.   Insurance.  Evidence of insurance coverage, as required in the "Affirmative
     Covenants" section of this Agreement.

g.   Governing  Documents.  A copy of the  organizational  documents of Borrower
     certified  by the  Secretary of State of the state of  organization  of the
     Borrower.

h.   Fees and Costs.  Payment of the  Facility Fee and  reimbursement  of Bank's
     filing fees, reasonable fees of counsel,  appraisal fee, and other expenses
     reasonably incurred by Bank in connection with this Agreement.

i.   Deposit  Accounts.  The opening of  Borrower's  deposit  accounts with Bank
     together with entry of a lock box agreement by Borrower and Bank.

j.   Opinion of  Counsel.  Bank  shall have  received  an  opinion  letter  from
     Borrower's counsel, in form and substance satisfactory to Bank.

k.   Contribution Agreement. The Contribution Agreement shall have been executed
     by each  entity  comprising  Borrower  and a copy  thereof  shall have been
     delivered to Bank.

l.   Material Adverse Change. A Material Adverse Change shall not have occurred,
     as determined by Bank in its sole discretion.

m.   Search Results.  Bank shall have received Uniform Commercial Code and other
     public  record  searches  with respect to Borrower in each case in form and
     substance satisfactory to Bank.

n.   Due  Diligence.  Bank shall have  completed its due diligence  requirements
     with  respect  to  Borrower,  including  audits,  financial  and  legal due
     diligence, and review of Borrower's formation and authorization documents.

o.   Good Standing. Bank shall have received good standing certificates form the
     appropriate  secretary  of state of the  state  in which  Borrower  and the
     Manager  are  organized  and in each state in which  Borrower's  failure to
     qualify to do business would result in a Material Adverse Change.

p.   Alternative  Dispute  Resolution.  Borrower  shall  execute an  Alternative
     Dispute Resolution Agreement in form acceptable to Bank.

q.   Miscellaneous.  Such  other  evidence  as Bank may  reasonably  require  to
     establish the consummation of the  transactions  contemplated  hereby,  the
     taking of all  proceedings in connection  herewith and compliance  with the
     conditions set forth in this Agreement.

6.2  Conditions to Each Line of Credit Advance.

     The  obligation  of Bank to make any  advances  under  the  Line of  Credit
(including  the  initial  advance)  shall  be  subject  to each  of the  further
conditions precedent that on the date of such advance:

a.   Following the making of any such advances,  the aggregate  principal amount
     outstanding  under the Line of Credit  shall not  exceed the Line of Credit
     Limit (except as set forth in Section 2.1a).

b.   No Default or Event of Default shall have occurred and be continuing.

c.   Borrower shall provide Bank with a disbursement  request and Borrowing Base
     Certificate  in  form  and  content  acceptable  to  Bank  executed  by  an
     Authorized  Officer  and all  representations  therein  shall  be true  and
     correct in all material respects. 7. REPRESENTATIONS AND WARRANTIES

     When  Borrower  signs  this  Agreement,  and until  Bank is repaid in full,
Borrower makes the following representations and warranties. Each request for an
extension   of  credit   under  the  Line  of  Credit   constitutes   a  renewed
representation.

7.1  Organization  of  Borrower.  Each entity  comprising  Borrower is a limited
partnership or limited liability company duly formed and existing under the laws
of the State of Delaware.

7.2  Authorization.  This  Agreement,  and any instrument or agreement  required
hereunder,  are within Borrower's powers, have been duly authorized,  and do not
conflict with any of Borrower's organizational documents.

7.3  Enforceable  Agreements.  This  Agreement  and any related Loan  Documents,
including any  instrument or agreement  required  hereunder or  thereunder,  are
legal, valid and binding  obligations of Borrower,  enforceable against Borrower
in accordance  with their  respective  terms,  except as  enforceability  may be
limited  by: (i)  bankruptcy,  insolvency,  moratorium  and other  similar  laws
affecting the  enforcement of creditors'  rights  generally;  and (ii) equitable
principles whether applied in an action at law or a proceeding in equity.

7.4 Good Standing.  In each state in which  Borrower does business,  Borrower is
properly licensed,  in good standing,  and, where required, in compliance in all
material respects with all legal  requirements,  including,  without limitation,
fictitious name statutes, except to the extent that Borrower's failure to comply
with the foregoing would not result in a Material Adverse Change.

7.5 No  Conflicts.  This  Agreement  does not  conflict  with or  violate in any
material  respect any  provision  of any law,  rule,  regulation,  order,  writ,
judgment, injunction, decree, determination,  or award applicable to Borrower or
any other agreement,  or result in a breach of or constitute a default under any
other  agreement,  lease or instrument to which  Borrower is a party or by which
Borrower or its property may be bound or affected.

7.6 Financial Information.  All financial and other information that has been or
will be supplied to Bank are:

a.   an accurate reflection of Borrower's financial condition.

b. in the form required by Bank.

c.   in compliance with all applicable government regulations.

     Since the dates of the financial statements specified above, there has been
no Material Adverse Change.

7.7  Litigation.  There is no  litigation,  investigation,  proceeding,  Lien or
dispute pending or threatened against or affecting Borrower,  or the property of
Borrower, the adverse determination of which would constitute a Material Adverse
Change,  except  as has been  disclosed  in  writing  to Bank  prior to the date
hereof.

7.8 Collateral.  All Collateral is owned by the grantor of the Lien, free of any
material title defects or any Liens, except Permitted Liens. Bank will possess a
properly  perfected  first Lien in the  Collateral,  except to the extent of any
Permitted Liens.

7.9  Permits,   Franchises.   Borrower   possesses  all  permits,   memberships,
franchises, contracts and licenses required and all trademark rights, trade name
rights,  patent  rights and  fictitious  name rights  necessary  to enable it to
conduct the business in which it is now engaged without conflict with the rights
of others  except to the  extent  that  Borrower's  failure  to comply  with the
foregoing would not result in a Material Adverse Change.

7.10 Tax Returns.  Borrower  has filed all  required  tax returns,  has paid all
taxes  shown to be due and  payable  on said  returns  or any  assessments  made
against  it or  any  of its  property  and  has  no  knowledge  of  any  pending
assessments or  adjustments  of its income tax for any year  provided,  however,
that  Borrower  shall not be  required  to pay any such tax or  assessment,  the
payment of which is being contested in good faith and by proper proceedings,  so
long as Borrower  has  established  reasonable  reserves for the disputed tax or
assessment and any enforcement of such tax or assessment shall be stayed.

7.11 No Event of  Default.  No Default or Event of Default has  occurred  and is
continuing.

7.12     ERISA Plans.

a.   Borrower has fulfilled its  obligations,  if any, under the minimum funding
     standards  of ERISA and the Code,  with  respect  to each  Plan,  and is in
     compliance  in  all  material   respects  with  the  presently   applicable
     provisions of ERISA and the Code,  and has not incurred any liability  with
     respect to any Plan under Title IV of ERISA.

b.   No reportable  event has occurred under Section  4043(b) of ERISA for which
     the PBGC requires a thirty (30) day notice.

c.   No action by Borrower to terminate or withdraw from any Plan has been taken
     and no notice of intent to  terminate a Plan has been filed  under  Section
     4041 of ERISA.

d.   No proceeding  has been commenced with respect to a Plan under Section 4042
     of  ERISA,  and no event has  occurred  or  condition  exists  which  might
     constitute grounds for the commencement of such a proceeding.

7.13     Environmental Compliance.

a.   Environmental  Compliance.  Borrower, to its knowledge, has implemented and
     complied and will,  in the future,  implement  and comply or will cause its
     Lessees or Debtors to implement  and comply in all material  respects  with
     all Environmental Laws.

b.   Survival  of  Representations  and  Warranties.   The  representations  and
     warranties of this Section 7.14 shall be  continuing  and shall survive the
     termination  and  release  of this  Agreement  or  foreclosures  under  the
     Security  Agreement  and the discharge or payment of any  obligation  under
     this Agreement.

8.                AFFIRMATIVE COVENANTS

     Borrower  agrees,  so long as credit is available  under this Agreement and
until Bank is repaid in full:

8.1 Loan  Documents.  To comply with and observe in all  material  respects  all
terms and conditions of this Agreement, and all other Loan Documents, including,
without limitation, the obligation to pay principal, interest and all other sums
due under this Agreement or under any of the other Loan Documents.

8.2 Use of Proceeds. To use the proceeds of the Line of Credit for financing for
the  acquisition of equipment for lease and related leases and for other working
capital purposes.

8.3  Financial  Information.  To  provide  Bank  with  the  following  financial
information and statements:

a.   As soon as available, and in any event within ninety (90) days (one hundred
     twenty  (120)  days in the case of  Manager)  after the end of each  fiscal
     year,  Borrower's and Manager's  unqualified  CPA audited annual  financial
     statements with balance sheets,  income  statements and operating  budgets.
     Statements  shall be  prepared by Hays & Company,  LLP or other  accounting
     firm reasonably acceptable to Bank.

b.   As soon as  available,  and in any  event  within  sixty  (60) days of each
     quarterly  period,   Borrower's  quarterly  internally  prepared  financial
     statements.

c.   As soon as available,  and in any event within fifteen (15) days of the end
     of each  month a  Borrowing  Base  Certificate  signed by  Manager's  Chief
     Financial Officer.

d.   An annual  independent  appraisal  of all  equipment  related  to  Eligible
     Borrowing Base Contracts.

e.   An  annual  independent  report  of the  audit  of the  Manager's  systems,
     Borrowing Base, billings, collections,  ageings and a general documentation
     review.

f.   Any additional financial and/or reporting information  reasonably requested
     by the Bank.

g.   Each statement  provided under Section 8.3.a.  and Section 8.3.b.  shall be
     accompanied by a Compliance Certificate in form and substance acceptable to
     Bank signed by Manager's Chief Financial Officer.

8.4  Minimum  Debt  Service  Coverage  Ratio.  To maintain as of the end of each
fiscal quarter based on the combined  financial  results as reported on SEC Form
10Q of each entity  comprising  Borrower,  a Debt Service  Coverage Ratio of not
less than 2.00 to 1.00 on a rolling four quarter basis.

8.5 Tangible Net Worth. To maintain as of the end of each fiscal quarter,  based
on the  combined  financial  results as  reported on SEC Form 10Q of each entity
comprising Borrower, Tangible Net Worth of not less than One Hundred Twenty-Five
Million Dollars ($125,000,000.00).

8.6 Leverage Ratio. To collectively  maintain,  and cause each entity comprising
Borrower  to  maintain,  as of the  end of each  fiscal  quarter,  based  on the
financial  results  as  reported  on SEC  Form  10Q of  each  entity  comprising
Borrower,  a ratio of Adjusted  Total  Liabilities  to Tangible Net Worth not to
exceed 0.5 to 1.0.

8.7 Minimum Liquidity.  To maintain, as of the end of each fiscal quarter, based
on the combined financial results as reported on the SEC Form 10Q of each entity
comprising   Borrower,   Liquidity   of   at   least   Seven   Million   Dollars
($7,000,000.00).

8.8 Restricted Cash Deposit. To maintain at all times,  deposits in a restricted
deposit account with Bank in an amount not less than twenty  percentage (20%) of
all outstanding  advances,  plus each pending requested advance,  on the Line of
Credit ("Restricted Cash Deposit").

8.9  Manager's  Profitability.  As of the end of each fiscal year, Manager shall
     have a positive profit.

8.10 Notices to Bank. To promptly notify Bank in writing of:

a.   Any change in the location of Borrower's  principal  executive office which
     is currently in New York City, New York;

b.   Any Material Adverse Change;

c.   Any Default or Event of Default,  setting  forth in such notice the details
     of such  Default or Event or Default and the action which is proposed to be
     taken by Borrower with respect thereto;

d.   All  actions,  suits,  and  proceedings  before  any court or  governmental
     department, commission, board, bureau, agency, or instrumentality, domestic
     or foreign,  affecting Borrower which, if determined  adversely to Borrower
     would result in a Material Adverse Change;

e.   Any material dispute between Borrower and any governmental  regulatory body
     or law  enforcement  authority  which  would  result in a Material  Adverse
     Change;

f.   All claims made or threatened by any third party against Borrower  relating
     to any loss or injury  resulting  from any  Environmental  Law or Hazardous
     Substance that shall be in an amount claimed in excess of $2,500,000; and

8.11 Collateral  Examination.  Bank may have examiners of its selection annually
conduct an examination of the Collateral with the annual expense thereof (not to
exceed $10,000.00) reimbursed by Borrower.

8.12  Right of  Inspection.  Permit  Bank or its  agents  with at least 24 hours
notice by telephone,  telephone  facsimile and actual delivery of written notice
to Borrower to examine and make copies and abstracts from Borrower's records, to
inspect  Collateral  (subject to quiet  enjoyment  covenants) and to discuss the
affairs,  finances,  and accounts of Borrower with any of its executive officers
and Borrower's independent accountants.

8.13 Payment of Taxes.  Borrower  will pay and  discharge all lawful tax claims,
including  assessments and  governmental  charges or levies imposed upon it, its
income or  profits,  or the  improvements  before  penalties  attached  thereto;
provided,  however,  that  Borrower  shall not be  required to pay any such tax,
assessment,  charge or levy,  the  payment of which is being  contested  in good
faith and by proper  proceedings so long as Borrower has established  reasonable
reserves  for  the  disputed  tax  assessment  or  charge  and  any  enforcement
proceedings have been stayed.

8.14 Books and Records.  To maintain adequate books and records reflecting full,
true and correct entries of all material financial transactions of Borrower.

8.15  Compliance.  To comply in all material  respects  with all material  laws,
regulations,  orders of any  government  body  with  authority  over  Borrower's
business and all material  contractual  obligations arising from any agreements,
instruments or undertakings to which Borrower is bound except to the extent that
the failure to comply with which would not result in a Material Adverse Change.

8.16  Preservation  of Borrower's  Rights.  To maintain and preserve all rights,
privileges,  and  franchises  Borrower now has that are  necessary in the normal
conduct of Borrower's business.

8.17  Perfection  of Liens.  To help Bank  perfect and  protect  its Liens,  and
reimburse Bank for reasonable costs incurred to protect its Liens.

8.18     ERISA Plan.  To give prompt written notice to Bank:


a.   Within  ten (10) days  after  Borrower  knows or has  reason to know of the
     occurrence of any reportable event under Section 4043(b) of ERISA for which
     the PBGC requires  thirty (30) days'  notice,  together with a copy of such
     materials  required  to be  filed  with  the  PBGC  (with  respect  to such
     reportable  event and in each such case a statement of the chief  financial
     officer of the Borrower  setting forth details as to such reportable  event
     and the action that Borrower proposes to take with respect thereto.

b.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     condition existing with respect to a Plan which presents a material risk of
     termination or withdrawal from a Plan or the filing of any notice of intent
     to terminate under Section 4041 of ERISA.

c.   At least ten (10) days prior to the filing by any plan  administrator  of a
     Plan of a notice of intent to terminate such Plan,  together with a copy of
     such notice.

d.   Within ten (10) days after the filing  thereof  with the  Secretary  of the
     Treasury,  a copy of any application by the Borrower or any ERISA Affiliate
     for a waiver of the minimum funding standard under Section 412 of the Code.

e.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     event  giving rise to any notice of  noncompliance  made with  respect to a
     Plan under Section 4141(b) of ERISA.

f.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     event giving rise to any  commencement  of any proceeding with respect to a
     Plan under Section 4042 of ERISA.

8.19     Expenses.  To pay all reasonable expenses of Bank for the following:


a.   Preparation,  negotiation and  administration of the Loan Documents and the
     protection of the rights of Bank under the Loan Documents;

b.   The  enforcement  of  payment  of  Borrower's  obligations  under  the Loan
     Documents,  whether by judicial pleadings or otherwise,  including, without
     limitation,  in  connection  with  bankruptcy,   insolvency,   liquidation,
     reorganization,  moratorium  and other  similar  proceedings  involving the
     Borrower or a "workout" of Borrower's obligations under the Loan Documents.

The  obligations  of the  Borrower  under this Section  shall be  effective  and
enforceable  whether or not any amounts are advanced  pursuant to this Agreement
and shall survive payment of all of Borrower's obligations to the Bank.

8.20 Cooperation.  To take any action reasonably  requested by Bank to carry out
     the intent of this Agreement.

8.21     Insurance.

a.   Insurance  Covering Assets.  To maintain or cause to be maintained all risk
     property  damage  insurance   policies   covering  the  personal   property
     Collateral.  Each  insurance  policy shall be for the value of the personal
     property  Collateral or such other amount as required in the Revolving Loan
     Contract.

b.   General  Business  Insurance.  To maintain  insurance as is customary for a
     business of the kind that Borrower conducts.

c.   Evidence of  Insurance.  Upon request of Bank, to deliver to Bank a copy of
     each insurance policy, or, if permitted by Bank, a certificate of insurance
     listing all insurance policies currently in force.

8.22  Operating/Business  Accounts.  To establish and maintain  deposit accounts
with Bank for each of the entities comprising  Borrower.  The account conversion
process  shall  be  completed  within  sixty  (60)  days  of  execution  of this
Agreement.  Borrower  shall  also  open and  maintain  with  Bank a lock box for
Accounts Receivable collection.

8.23 Contribution Agreement. The entities comprising Borrower shall have entered
into an  agreement,  among  themselves,  providing  that, to the extent that the
property  of any one of them is used to repay  Bank an amount  greater  than the
amount owed on account of a Line of Credit advance that such entity has obtained
from Bank,  then such entity shall be entitled to  reimbursement  from the other
entities comprising Borrower for any excess so paid, such agreement shall remain
in full force and effect,  and a copy executed by each Borrower  shall have been
delivered  to Bank  ("Contribution  Agreement").  Such  agreement  shall  not be
amended,  modified,  or restated in any manner that would  materially  adversely
change the substance of the requirements set forth in this section and, if it is
amended,  modified  or  restated,  a fully  executed  copy  of  such  amendment,
modification or restatement shall be promptly delivered by Borrower to Bank.

9.       NEGATIVE COVENANTS

     Borrower  agrees,  so long as credit is available  under this Agreement and
until Bank is repaid in full:

9.1 Other Debts. Not to have outstanding or incur any direct or contingent debts
or lease obligations  (other than those to Bank), or become liable for the debts
of others without Bank's prior written consent. This does not prohibit:

a.   Trade debt incurred in the ordinary course of business and outstanding less
     than sixty (60) days after the same has become due.

b.   Endorsing negotiable instruments received in the usual course of business.

c.   Obtaining  surety  bonds or  similar  instruments  in the  usual  course of
     business.

d.   Debts,  lines  of  credit  and  leases  in  existence  on the  date of this
     Agreement as disclosed in public  filings with the  Securities and Exchange
     Commission and otherwise in writing to Bank.

e.   Guarantees to Lessees and Debtors in the ordinary course of business.

f.   Debt  subordinated to the Obligations on terms and conditions  satisfactory
     to Bank in its sole discretion.

g.   Debt in respect of netting services, overdraft protections and otherwise in
     connection with deposit accounts in the ordinary course of business.

h.   Non-recourse secured debts.

i.   Remarketing and residual sharing arrangements.

j.   Indebtedness in connection with Permitted Liens.

k.   Refinancings of any of the foregoing debt.

9.2 Other Liens. Not to create,  assume,  or allow any Lien on Collateral except
Permitted Liens.

9.3  Distributions.  (a) Not to declare or pay any distribution to the holder of
any  limited  liability  company or  partnership  interest  now  outstanding  or
hereafter  issued or purchased,  redeem or retire any such interest  except,  as
long as  Borrower  is in  compliance  with  all  terms  and  conditions  of this
Agreement  and would  remain so after  taking such  actions,  Borrower  may make
distributions  to its partners,  members and investors,  or redeem or retire any
outstanding interests, as provided or permitted in the organizational  agreement
of each  Borrower,  as amended  from time to time;  (b) pay  management  fees or
acquisition  fees except  that,  as long as Borrower is in  compliance  with all
terms and  conditions  of this  Agreement  and would remain so after taking such
actions,  Borrower  may  pay  such  fees if  authorized  under  the  partnership
agreement or limited  liability  company  operating  agreement  for the entities
comprising Borrower.

9.4 Loans, Investments; Secondary Liabilities. Other than in the ordinary course
of business,  (a) not to make any loans or advances to any Person; (ii) make any
investment in the securities of any Person;  (iii) guarantee or otherwise become
liable upon the obligation of any Person which is not an Affiliate or Subsidiary
of Borrower,  except by  endorsement  of negotiable  instruments  for deposit or
collection in the ordinary and normal course of its business.

9.5 Change in  Organization  or Operations.  Not to cause,  permit or suffer any
material change,  revision,  amendment or modification of any kind in and to its
organization  and  operations or the change of ownership or control of Borrower,
if the effect thereof would be a Material Adverse Change.

9.6 Dissolutions, Mergers or Acquisitions. Not to liquidate or dissolve or enter
into any consolidation,  merger, partnership,  pool, joint venture, syndicate or
other combination, with respect to Borrower's business or Borrower's Assets as a
whole or such portion as in the opinion of Bank,  constitutes a substantial part
thereof or acquire or purchase  any  business'  assets,  except in the  ordinary
course of Borrower's  business or engage in any business activity  substantially
different from  Borrower's  present  business,  provided  however,  that nothing
herein  shall  prohibit  or limit  Borrower's  right  to  enter  into any of the
foregoing described business  transactions (other than liquidation,  dissolution
or merger  whereby the Borrower is not the  surviving  entity) if in  Borrower's
reasonable  judgment such  transaction  represents the most  efficient  means by
which it may acquire or purchase,  directly or indirectly, one or more Leases or
Indirect  Leases,  or Loans or Indirect Loan Contracts,  or a portfolio of same,
all as permitted by the constituent documents of Borrower.

9.7 Sale of Assets;  Sale and  Leaseback.  Other than in the ordinary  course of
business,  not to sell or  otherwise  dispose of any of its assets for less than
fair market value or enter into any sale leaseback agreement covering any of its
fixed or capital assets.

9.8  Suspension of Business.  Not to  voluntarily  suspend its business for more
than five (5) consecutive business days in any thirty (30) day period.

9.9  Transactions  with  Affiliates.  Not to  enter  any  transaction  with  any
Affiliate of  Borrower,  including  Borrower's  officers,  directors,  partners,
members  and  Subsidiaries,  on terms less  favorable  than those  available  to
Borrower from entities or persons not affiliated  with  Borrower,  if the effect
thereof would be to create an Event of Default hereunder.

10.      DEFAULT

10.1 Events  of  Default.  The  occurrence  of any one or more of the  following
     events shall constitute an "Event of Default":

a.   Failure to Pay. Borrower fails to make any payment of principal or interest
     under this Agreement within five (5) days of the date due.

b.   Non-Compliance.  Borrower  fails to meet  the  conditions  of,  or fails to
     perform any  material  obligation  within  thirty  (30) days after  written
     notice by Bank to Borrower of such failure, under:

i.   this Agreement;

ii.  any of the other Loan Documents; or

iii. any other agreement between Borrower and Bank.

c.   Other  Defaults.  Any material  event of default (after taking into account
     all applicable  notice and cure periods)  involving an indebtedness of more
     than Two Million Five Hundred  Thousand Dollars  ($2,500,000)  occurs under
     any agreement  evidencing  indebtedness  for borrowed money if the event of
     default consists of failing to make a payment when due.

d.   Lien  Priority.  Bank  fails to have an  enforceable  first  Lien  position
     (except for any Permitted  Liens or prior Liens to which Bank has consented
     in writing) on the Collateral.

e.   False  Information.  Any representation or warranty under this Agreement or
     any other Loan Document or in connection with any transaction  contemplated
     hereby shall prove to have been false or misleading in any material respect
     when made or when deemed to have been made.

f.   Bankruptcy.  Borrower files a bankruptcy petition, a bankruptcy petition is
     filed  against  Borrower or  Borrower  makes a general  assignment  for the
     benefit of  creditors.  The default will be deemed cured if any  bankruptcy
     petition filed against  Borrower is dismissed within a period of sixty (60)
     days after the filing;  provided,  however, that Bank will not be obligated
     to extend any additional credit to Borrower during any such period.

g.   Receivers.  A receiver or similar  official  is  appointed  for  Borrower's
     business, or Borrower's business is terminated.

h.   Litigation. Any litigation is filed against Borrower in an aggregate amount
     of Two Million Five Hundred  Thousand Dollars  ($2,500,000.00)  or more and
     such  litigation is not  dismissed or fully bonded or insured  within sixty
     (60) calendar days after service of process upon Borrower.

i.   Judgments. Any judgments or arbitration awards are entered against Borrower
     and,  absent  procurement  of a stay of  execution,  such judgment or award
     remains  unbonded or  unsatisfied or uncovered by insurance for thirty (30)
     calendar  days  after  the  date of  entry;  or  Borrower  enters  into any
     settlement  agreement with respect to any litigation or arbitration,  in an
     aggregate   amount  of  Two   Million   Five   Hundred   Thousand   Dollars
     ($2,500,000.00) or more.

j.   ERISA Plans. The occurrence of a material  reportable event with respect to
     a Plan or any Plan termination (or commencement of proceedings to terminate
     a Plan) or Borrower's full or partial  withdrawal from a Plan, which is, in
     the  reasonable  judgment of Bank,  likely to result in the  termination of
     such  Plan for  purposes  of  Title IV of  ERISA,  or could  reasonably  be
     expected,  in the judgment of Bank, to subject Borrower to any tax, penalty
     or liability (or any combination of the foregoing) which, in the aggregate,
     would result in a Material Adverse Change .

10.2 Remedies.  Upon the  occurrence  and during the  continuance of an Event of
Default herein,  Bank shall be entitled to pursue any and all remedies,  rights,
privileges  and benefits  contained in this  Agreement or in the Note,  or other
Loan  Documents,  or  available  at law or in equity or by  statute,  including,
without  limitation,  declaring  any  or all of the  Note  immediately  due  and
payable.  No remedy conferred upon or reserved to Bank hereunder or under any of
the other  Loan  Documents  is  intended  to be  exclusive  of any other  remedy
conferred  upon or  reserved  to Bank  hereunder  or under any of the other Loan
Documents or at law or in equity or by statute, but each shall be cumulative and
shall be in addition to every other  remedy  given  hereunder or under the other
Loan  Documents or now or hereafter  existing at law or in equity or by statute.
Every  power or remedy  given by the Loan  Documents  to Bank may be  exercised,
concurrently or  independently,  from time to time and as often as may be deemed
expedient by Bank, and Bank may pursue inconsistent remedies. In addition,  upon
and after the  occurrence  of an Event of  Default,  Bank  shall have all of the
following rights and remedies:

a.   All obligations and  indebtedness  hereunder may, at the option of Bank and
     without  demand,  notice,  or legal process of any kind,  be declared,  and
     immediately  shall  become,  due and  payable and Bank may  terminate  this
     Agreement at any time, without notice,  notwithstanding any other provision
     of this  Agreement.  No  such  termination  shall  affect  liabilities  and
     obligations  of  Borrower or the  rights,  powers and  remedies of the Bank
     under the Security Agreement with respect to future  collateral,  until all
     obligations of Borrower to Bank have been satisfied or paid in full.

b.   All obligations hereunder shall bear interest at the Default Rate;

c.   All of the rights and  remedies  of a secured  party  under the  California
     Commercial  Code or other  applicable law, all of which rights and remedies
     shall be cumulative,  and not exclusive, to the extent permitted by law, in
     addition to any other rights and remedies  contained in this  Agreement and
     in any of the documents or agreements executed in connection herewith;

d.   The right  to:  (i) have Bank or Bank's  agent  peacefully  enter  upon the
     premises of Borrower or any other place or places where the  Collateral  is
     located,  without  any  obligation  to pay rent to  Borrower  or any  other
     person, through self-help and without judicial process or first obtaining a
     final judgment or giving  Borrower  notice and opportunity for a hearing on
     the validity of Bank's claim,  and remove the Collateral from such premises
     to the  premises  of Bank or any  agent of Bank,  for such time as Bank may
     require to  collect or  liquidate  the  Collateral  or (ii) have a receiver
     appointed by a court to conduct Borrower's business,  without regard to the
     adequacy of any security for  Borrower's  indebtedness  to Bank,  and enter
     upon and take  possession of Borrower's  Assets,  or any part thereof,  and
     perform any acts that may be  necessary  or proper to conserve the value of
     Borrower's  Assets and/or run  Borrower's  business as an ongoing  concern;
     and/or (iii)  require  Borrower to assemble and deliver the  Collateral  to
     Bank at a place to be designated by Bank;

e.   The right to: (i) notify Account Obligors that the Accounts Receivable have
     been  assigned  to Bank and that Bank has a Lien  therein;  and (ii) direct
     such Account  Obligors to make all payments due from them upon the Accounts
     Receivable,  directly  to Bank or to a lock box  designated  by Bank.  Bank
     shall  promptly  furnish  Borrower  with a copy of any such notice sent and
     Borrower hereby agrees that any such notice in Bank's sole discretion,  may
     be sent on Bank's stationery,  in which event, Borrower shall, upon demand,
     co-sign such notice with Bank; and

f.   The right to sell,  lease or to otherwise  dispose of all or any Collateral
     in its then  condition,  or after any further  manufacturing  or processing
     thereof,  at public or private sale or sales,  in lots or in bulk, for cash
     or on credit, all as Bank, in its sole discretion,  may deem advisable.  At
     any such sale or sales of the  Collateral,  the  Collateral  need not be in
     view of those present and  attending the sale,  nor at the same location at
     which the sale is being  conducted.  Bank  shall  have the right to conduct
     such sales on Borrower's  premises or elsewhere and shall have the right to
     use  Borrower's  premises  without  charge  for such sales for such time or
     times as Bank may see fit. Bank is hereby  granted a license or other right
     to use, without charge, Borrower's labels, patents,  copyrights,  rights of
     use of any name,  trade secrets,  trade names,  trademarks and  advertising
     matter,  or  any  property  of a  similar  nature,  as it  pertains  to the
     Collateral,  in  advertising  for  sale  and  selling  any  Collateral  and
     Borrower's  rights under all licenses and all  franchise  agreements  shall
     inure to Bank's benefit but Bank shall have no obligations thereunder. Bank
     may purchase all or any part of the  Collateral  at public or, if permitted
     by law, private sale and, in lieu of actual payment of such purchase price,
     may  setoff  the  amount of such  price  against  amounts  due  under  this
     Agreement.  The proceeds  realized from the sale of any Collateral shall be
     applied  first  to the  costs  and  expenses,  including  attorneys'  fees,
     incurred  by  Bank  for   collection  and  for   acquisition,   completion,
     protection,  removal,  storage,  sale and delivery of the  Collateral;  and
     second to amounts due under this Agreement.  Bank shall account to Borrower
     for any  surplus.  If any  deficiency  shall arise,  Borrower  shall remain
     liable to Bank therefor.

g.   Appointment  of Receiver.  Borrower  agrees that in addition to any and all
     remedies, rights, privileges and benefits contained in this Agreement or in
     the Note and other Loan Documents, or available at law, or in equity, or by
     statute, upon the occurrence of an Event of Default herein, Borrower agrees
     and  stipulates  that any court of  competent  jurisdiction  may  appoint a
     receiver to operate and manage the business of Borrower.

10.3 Disclaimer. Whether or not Bank elects to employ any or all of the remedies
available to it upon the  occurrence  of an Event of Default,  Bank shall not be
liable for: (i) payment of any reasonable  expense  incurred in connection  with
the  exercise  of any remedy  available  to Bank,  and (ii) the  performance  or
non-performance of any other obligations of Borrower.

10.4 Costs and Expenses. Upon the occurrence of any Event of Default, Bank shall
be entitled to recover all reasonable  costs,  expenses,  and attorneys' fees in
connection with  administering  or enforcing this  Agreement,  whether or not an
action is filed.

11.      MISCELLANEOUS

11.1  GAAP.  Except  as  otherwise  stated  in  this  Agreement,  all  financial
information provided to Bank and all financial covenants will be made under GAAP
consistently applied.

11.2 Personal  Jurisdiction.  BORROWER HEREBY  IRREVOCABLY AGREES THAT ANY LEGAL
ACTION OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR ANY OF THE  AGREEMENTS,
DOCUMENTS OR INSTRUMENTS  DELIVERED IN CONNECTION HEREWITH MAY BE BROUGHT IN THE
COURTS OF THE  STATE OF  CALIFORNIA  AND,  BY  EXECUTION  AND  DELIVERY  HEREOF,
BORROWER  ACCEPTS AND  CONSENTS  TO, FOR ITSELF AND IN RESPECT OF ITS  PROPERTY,
GENERALLY AND  UNCONDITIONALLY,  THE  JURISDICTION  OF THE AFORESAID  COURTS AND
AGREES  THAT SUCH  JURISDICTION  SHALL BE  EXCLUSIVE,  UNLESS  WAIVED BY BANK IN
WRITING,  WITH RESPECT TO ANY ACTION OR PROCEEDING  BROUGHT BY BORROWER  AGAINST
BANK. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BANK TO BRING PROCEEDINGS  AGAINST
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. BORROWER HEREBY WAIVES, TO THE
FULL  EXTENT  PERMITTED  BY LAW,  ANY RIGHT TO STAY OR TO DISMISS  ANY ACTION OR
PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS.

11.3 Successors and Assigns.  This Agreement is binding on Borrower's and Bank's
successors and assignees.  Borrower agrees that it may not assign this Agreement
without Bank's prior written consent.

11.4  Severability;  Waivers.  If any part of this Agreement is not enforceable,
the rest of the  Agreement  may be  enforced.  No failure on the part of Bank to
exercise,  and no delay in exercising,  any right,  power,  or remedy under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise thereof or the exercise of any other right. Any consent or waiver under
this  Agreement must be in writing.  If Bank waives a default,  it may enforce a
later default.

11.5 Costs and Expenses.  In addition to the recovery of costs and expenses upon
an occurrence of an Event of Default, if Bank incurs expenses in connection with
the preparation,  administration,  or enforcement,  of this Agreement,  Borrower
shall pay Bank all such reasonable costs and reasonable attorneys' fees.

11.6  Appointment of Bank as Attorney in Fact.  Until all the  obligations  have
been paid in full,  Borrower  irrevocably  appoints Bank as its attorney in fact
and authorizes and empowers it to endorse and affix  Borrower's  name to or upon
any check,  draft, note,  instrument or other writing relating to the collection
of Accounts Receivable,  or relating to any other Collateral,  or upon any check
or other instrument given in payment  thereof,  or upon any omitted  assignment,
notification  of  assignment,  demand  or  auditor's  verification  relating  to
Collateral and upon all other  instruments  and writings  required to assert and
protect Bank's rights in the Collateral. Bank shall not exercise the appointment
as  provided  in  this  Section  except  upon  the  occurrence  and  during  the
continuance of an Event of Default.

11.7 Entire  Agreement.  This Agreement,  the Note, and any related  security or
     other   agreements   required   by   this   Agreement, collectively:

a.   represent the sum of the  understandings  and  agreements  between Bank and
     Borrower concerning this Agreement;

b.   replace  any prior oral or written  agreements  between  Bank and  Borrower
     concerning this credit;

c.   are  intended by Bank and  Borrower as the final,  complete  and  exclusive
     statement of the terms agreed to by them; and

d.   any alteration or amendment to this Agreement shall not be effective unless
     given in writing and signed by an authorized person of the party or parties
     sought to be changed or bound by the alteration or amendment.

     In the  event  of  any  conflict  between  this  Agreement  and  any  other
agreements required by this Agreement, this Agreement will prevail.

11.8 Notices.  Except as otherwise  provided herein,  all notices required under
this  Agreement  shall be  personally  delivered  or sent by first  class  mail,
postage prepaid, to the addresses on the signature page of this Agreement, or to
such other  addresses  as Bank and  Borrower  may  specify  from time to time in
writing.

11.9 Headings. Article and section headings are for reference only and shall not
affect the interpretation or meaning of any provisions of this Agreement.

11.10  Counterparts.  This Agreement may be executed in as many  counterparts as
necessary or convenient,  and by the different parties on separate  counterparts
each of  which,  when so  executed,  shall be deemed  an  original  but all such
counterparts shall constitute but one and the same agreement.

11.11 Further Assurances.  Borrower shall, at its expense and without expense to
Bank,  do, execute and deliver such further acts and documents as Bank from time
to time  reasonably  requires  for the  assuring  to Bank the rights  created or
intended to be created by this  Agreement,  the perfection or priority of Bank's
Liens, and for carrying out the intention or facilitating the performance of the
terms of this  Agreement  or any  document  executed  in  connection  with  this
Agreement.

11.12  Singular/Plural.  Terms  defined  in the  singular  shall also have their
meanings in the plural as the context of this Agreement requires.

11.13 Revival  Clause.  If any of the payments of money or transfers of property
made to Bank by  Borrower  hereunder  or under the Note  should  for any  reason
subsequently be declared to be "fraudulent"  or a "voidable  preference"  within
the meaning of any state or federal  law  relating  to  fraudulent  conveyances,
preferential, or otherwise voidable or recoverable, in whole or in part, for any
reason,   under  the  Bankruptcy   Code  or  any  other  federal  or  state  law
(collectively referred to herein as "Voidable Transfers"),  and Bank is required
to repay or restore the amount of any such  Voidable  Transfers,  or any portion
thereof, then, as to the amount repaid or restored pursuant to any such Voidable
Transfer  (including  all costs,  expenses and  attorneys'  fees of Bank related
thereto,   including,   without   limitation,   relief   from  stay  or  similar
proceedings),   the  liability  of  Borrower  shall  automatically  be  revived,
reinstated  and  restored in such  amount or amounts,  and shall exist as though
such Voidable Transfer had never been made to Bank.  Nothing set forth herein is
an admission that any such Voidable  Transfer has occurred.  Borrower  expressly
acknowledges  that Bank may rely upon  advice of  counsel,  and if so advised by
counsel, may settle, without defending, any action to avoid any alleged Voidable
Transfer,  and that upon  settlement,  Borrower  shall  again be liable  for any
deficiency resulting from such settlement as provided in this Section.

11.14  Survival of  Representations  and  Warranties.  All  representations  and
warranties of the Borrower contained herein or in any other Loan Document, or in
any  certificate  or other  writing  delivered  by or on behalf of the  Borrower
pursuant to any Loan  Document,  will survive the making of each advance and the
execution  and delivery of the Loan  Documents,  and have been or will be relied
upon by Bank, notwithstanding any investigation made by Bank or on its behalf.

11.15  Provisional  Remedies.  Nothing  contained  in this  Agreement  shall  be
construed  to limit any right that Bank may have under this  Agreement or at law
to exercise any  provisional  remedies that it may have under this  Agreement or
any of the  Loan  Documents  as a  result  of any  Event  of  Default  hereunder
(including,  without limitation, the right to conduct a non-judicial foreclosure
sale, the right to seize any personal property  collateral and the right to seek
the appointment of a receiver).

11.16  Confidentiality.  In handling any  confidential  information,  Bank shall
exercise  the same  degree of care that it  exercises  with  respect  to its own
proprietary  information  and  agrees to  maintain  the  confidentiality  of any
non-public  information  received  pursuant  to  this  Agreement,   except  that
disclosures  of  such  information  may be  made:  (a) to  the  subsidiaries  or
Affiliates of Bank in  connection  with their  present or  prospective  business
relations  with Borrower;  (b) to  prospective  transferees or purchasers of any
interest  in the  Line  of  Credit,  provided  that  they  have  entered  into a
comparable  confidentiality  agreement in favor of Borrower and have delivered a
copy to Borrower; (c) as required by law, regulations,  rule or order, subpoena,
judicial order or similar order;  (d) as may be required in connection  with the
examination,  audit or similar  investigation  of Bank; and (e) as Bank may deem
appropriate  in  connection  with  the  exercise  of  any  remedies   hereunder.
Confidential  information thereunder shall not include information that either :
(i) is in the  public  domain or in the  knowledge  or  possession  of Bank when
disclosed to Bank, or becomes part of the public domain after disclosure to Bank
through no fault of Bank;  or (ii) is disclosed to Bank by a third party that is
not prohibited from disclosing such information.

11.17 Joint and Several Liability.  Notwithstanding  how Line of Credit advances
and repayments may be allocated among the entities comprising the Borrower, each
entity  comprising  Borrower  has joint and  several  liability  to Bank for all
obligations of Borrower under the Loan Documents.

     This  Agreement  is  executed as of the date stated at the top of the first
page.



<PAGE>


ICON INCOME FUND EIGHT B L.P.,                  CALIFORNIA BANK & TRUST,
a Delaware limited partnership                  a California banking corporation
By: ICON CAPITAL CORP., its general partner

                                                By:      /s/ J. Michael Sullivan
         By: /s/ Thomas W. Martin               Name:    J. Michael Sullivan
             --------------------
             Thomas W. Martin                   Title:   Vice President and
             Executive Vice President and       Relationship Manager
             Chief Financial Officer

Address where notices are to be sent:      Address where notices are to be sent:

ICON INCOME FUND EIGHT B L.P.                   South Bay Commercial Banking
c/o ICON Capital Corp. its general partner      1690 South El Camino Real
100 Fifth Avenue, 10th Floor                    San Mateo, CA 94402
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739


                     SIGNATURES CONTINUED ON FOLLOWING PAGES




ICON INCOME FUND NINE, LLC,
a Delaware limited liability company
By:      ICON CAPITAL CORP.,        its manager


         By: /s/ Thomas W. Martin
              Thomas W. Martin
              Executive Vice President and
             Chief Financial Officer

Address where notices are to be sent:

ICON INCOME FUND NINE, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739

                           ICON INCOME FUND TEN, LLC,
                      a Delaware limited liability company

By:      ICON CAPITAL CORP., its manager


         By: /s/ Thomas W. Martin
                  Thomas W. Martin
                  Executive Vice President and
                  Chief Financial Officer

Address where notices are to be sent:

ICON INCOME FUND TEN, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739


                     SIGNATURES CONTINUED ON FOLLOWING PAGE



ICON LEASING FUND ELEVEN, LLC,
a Delaware limited liability company
By:      ICON CAPITAL CORP., its manager


         By: /s/ Thomas W. Martin
                  Thomas W. Martin
                  Executive Vice President and
                  Chief Financial Officer

Address where notices are to be sent:

ICON LEASING FUND ELEVEN, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739
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Microsoft Word 11.0.6359;

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): August 31, 2005

                          ICON LEASING FUND ELEVEN, LLC
 -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

     Delaware                       333-121790               20-1979428
 -------------------------------------------------------------------------------
 (State of                        (Commission             (IRS Employer
 Incorporation)                   File Number)            Identification No.)

                          100 Fifth Avenue, 10th Floor
                            New York, New York 10011
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (212) 418-4700
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement

     (a) On August  31,  2005,  the  Registrant,  together  with  certain of its
affiliates,  ICON Income Fund Eight B L.P.,  ICON Income Fund Nine, LLC and ICON
Income Fund Ten, LLC (collectively,  the "Borrowers")  entered into a Commercial
Loan Agreement (the  "Agreement")  with California  Bank & Trust  ("CB&T").  The
Agreement  provides  for a joint and several  revolving  line of credit of up to
$17,000,000   pursuant  to  a  senior  secured   revolving  loan  facility  (the
"Facility")   which  is  secured  by  certain   collateral  of  the   Borrowers.
Availability  under  the  Facility  is  subject  to a  borrowing  base  that  is
determined,  subject to certain  limitations,  based on the present value of the
future  receivables under certain lease agreements in which the Borrowers have a
beneficial  interest.  The interest rate on any advances made under the Facility
is the prime rate  established  by CB&T plus 0.25% per year. In accordance  with
the Agreement, and in lieu of the prime rate established by CB&T plus 0.25%, the
Borrowers may elect to have up to five  advances  under the Facility made at the
rate at  which  U.S.  dollar  deposits  can be  acquired  by CB&T in the  London
Interbank  Eurocurrency  Market, plus 2.75% per year. The Facility matures,  and
the Borrowers  ability to borrow under the Facility,  expires on August 31, 2007
unless  renewed by the Borrowers  for an  additional  one year term, in the sole
discretion of CB&T.

     On September 7, 2005, the Borrowers were advanced approximately $10,200,000
under the  Facility,  which amount was used to  completely  discharge all of the
outstanding  indebtedness  owed by certain of the Borrowers and their affiliates
under a revolving credit facility with Comerica Bank-California.

     The  foregoing is a summary  description  of certain terms of the Agreement
and is  qualified  in its  entirety  by the text of the  Agreement  attached  as
Exhibit  10.1 to this  Current  Report  on Form 8-K and  incorporated  herein by
reference.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its allocable  portion of the  outstanding  obligations
under the Facility at any time. These restrictions  include, but are not limited
to,  borrowing  in excess of the  lesser of (a) an amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its allocable share of the total obligations
under the Facility,  whether by reason of an event or default or otherwise,  the
other Borrowers will  immediately  make a contribution  payment to such Borrower
and in such amount that the aggregate amount paid by each Borrower  reflects its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

ITEM 9.01         Financial Statements and Exhibits

(d)      Exhibits

     10.1  Commercial  Loan  Agreement,  between ICON Income Fund Eight B, L.P.,
ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven,
LLC and California Bank & Trust, dated August 31, 2005.
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  ICON LEASING FUND ELEVEN, LLC

                                  By: ICON CAPITAL CORP., its Manager

                                  By: /s/ Thomas W. Martin
                                  ----------------------------------------
Date: September 7, 2005           Thomas W. Martin
                                  Executive Vice President
Exhibit 10.1

                            COMMERCIAL LOAN AGREEMENT

                              (Loan No. 9117000148)

This Commercial Loan Agreement dated as of August 31, 2005  ("Agreement")  is by
and among CALIFORNIA BANK & TRUST, a California banking  corporation,  as lender
("Bank"),  and ICON INCOME FUND EIGHT B L.P.;  ICON INCOME FUND NINE,  LLC; ICON
INCOME  FUND  TEN,  LLC;  and  ICON  LEASING  FUND  ELEVEN,  LLC,  as  borrowers
(separately and collectively "Borrower").

1.       DEFINITIONS

     1.1 The following terms shall have the following meanings when used in this
Agreement:

     "Account Obligor" shall mean the obligor on any Accounts Receivable.

     "Accounts" shall mean each of the presently  existing and hereafter arising
accounts,  Accounts  Receivable,  contract  rights and other  forms of  monetary
obligations  and  receivables   (including  healthcare   receivables)  owing  to
Borrower,   and  any  credit  insurance,   guaranties,   or  security  therefor,
irrespective of whether earned by performance.

     "Accounts Receivable" shall mean open Accounts which are Collateral.

     "Adjusted Total Liabilities" shall mean the sum of current liabilities plus
long term  liabilities  (excluding  all  non-recourse  debt and all  other  debt
subordinated to Borrower's  obligations to Bank in a manner acceptable to Bank),
including, without limitation, accrued and deferred income taxes, all calculated
in accordance with GAAP, consistently applied.

     "Affiliate"  shall mean,  when used with  respect to any Person,  any other
Person which,  directly or indirectly,  controls or is controlled by or is under
common  control with such Person.  For  purposes of this  definition,  "control"
(including,  with  correlative  meanings,  the terms  "controlled by" and "under
common  control  with"),  with  respect to any  Person,  shall mean  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such Person,  whether through the ownership of voting
securities, by contract or otherwise.

     "Agreement"  shall  mean this  Commercial  Loan  Agreement  as  amended  or
modified from time to time,  together  with all exhibits and schedules  attached
hereto from time to time.

     "Authorized  Officer"  shall  have the  meaning  given the term in  Section
5.3.a.

     "Availability" shall mean, as of the date of determination,  the difference
between the Line of Credit  Limit and the  outstanding  amount under the Line of
Credit.

     "Bank" shall mean California Bank & Trust, its successors and assigns.

     "Banking Day" shall mean,  unless otherwise  provided in this Agreement,  a
day other than  Saturday,  Sunday,  or a legal holiday on which Bank is open for
business in the State of California.

     "Beneficial  Interest"  shall  mean a  beneficial  interest  in a trust,  a
partnership  interest in a  partnership,  or a membership  interest in a limited
liability company.

     "Borrower" shall mean ICON Income Fund Eight B L.P.; ICON Income Fund Nine,
LLC;  ICON Income Fund Ten, LLC; and ICON Leasing Fund Eleven,  LLC,  separately
and collectively.

     "Borrower's  Assets" shall mean any real or personal property owned, now or
hereafter, in whole or in part by Borrower.

     "Borrowing  Base"  shall  mean 85% of the  Present  Value  of the  Eligible
Borrowing Base Contracts, with the limitation that no more than $5,000,000.00 in
advances, in the aggregate,  shall be based on a contract or contracts involving
the same Lessee or Debtor unless otherwise  approved in writing by Bank and with
the  further  limitation  that no more  than  25% of the  Present  Value  of the
Eligible  Borrowing  Base  Contracts  shall mature within 90 days (to the extent
that the  $5,000,000.00 or 25% limitation is exceeded in the Eligible  Borrowing
Base Contracts identified on Schedule 1, Bank approves that excess).

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Collateral"  means and  includes,  without  limitation,  all  property and
assets  granted as  collateral  security  for a Loan,  whether  real or personal
property, whether granted directly or indirectly,  whether granted now or in the
future  and  whether  granted in the form of a  security  interest,  assignment,
pledge, lien, or any other security or lien interest whatsoever, whether created
by law, contract or otherwise. The word "Collateral" includes without limitation
all collateral described in the section of this Agreement titled "Collateral."

     "Collateral  Documents"  shall  mean all the  documents  set  forth in this
Agreement in the section titled "Collateral Documents."

     "Contribution  Agreement"  shall have the meaning given the term in Section
8.23 of this Agreement.

     "Debt Service Coverage Ratio" means EBITDA divided by Interest Expense.

     "Debtor" means a borrower under a Loan Contract or Indirect Loan Contract.

     "Default"  means an event which,  with the passage of time or the giving of
notice or both, would constitute an Event of Default.

     "Default Rate" shall have the meaning given the term in Section 5.8.

     "Designated  Accounts" shall have the meaning given the term in Section 5.3
of this Agreement.

     "Discount  Rate" means the rate of  interest  equal to  one-quarter  of one
percent  (0.25%)  per  annum in  excess  of the Prime  Rate,  which  shall  vary
concurrently with any change in the Prime Rate.

     "EBITDA" means the sum of (a) Borrower's net income;  (b)  depreciation and
amortization  expense  and  other  non-cash  items  deducted  on the  Borrower's
financial  statements in determining such net income; (c) Interest Expense;  and
(d) taxes imposed by any  jurisdiction  upon  Borrower's net income,  absent the
effect of write-ups or forgiveness of debt; all as calculated in accordance with
GAAP, consistently applied.

     "Eligible  Borrowing Base  Contract"  means a Revolving Loan Contract which
satisfies each of the following conditions at the date of determination:

a.   No event of  default  exists  under  such  contract,  except  that past due
     payments  that are deemed  acceptable  under  paragraph  b. below shall not
     cause an otherwise Eligible Borrowing Base Contract to become ineligible;

b.   Scheduled  payments  by the Lessee or the Debtor  under such  contract  are
     current or less than 60 days past the scheduled  payment date  specified in
     such contract;

c.   The contract  identifies  Borrower as the lessor or lender,  or, if another
     Person is the original lessor or lender,  the lessor's or lender's interest
     in the  contract  and the  underlying  equipment  has been  transferred  in
     writing to Borrower (if the Revolving Loan Contract is an Indirect Lease or
     Indirect Loan Contract,  the term  "Borrower" in this clause is replaced by
     "Person in whom Borrower has a Beneficial Interest");

d.   There  is  no   indication   on  the   contract   that   Borrower   or  any
     predecessor-in-interest  on the  contract  has  transferred  or pledged any
     interest in the  contract to any Person other than Bank or Borrower (if the
     Revolving Loan Contract is an Indirect Lease or Indirect Loan Contract, the
     term  "Borrower" in this clause is replaced by "Person in whom Borrower has
     a Beneficial Interest") or, if there is such indication,  such interest has
     been validly transferred by such Person to Borrower or Bank;

e.   If the contract is a lease, the lease and the equipment  leased  thereunder
     are owned by  Borrower  and are subject to no Liens  (other than  Permitted
     Liens) in favor of anyone  other than Bank or to any rights  other than the
     rights of the  Lessee as lessee  under such  lease;  if a lease is deemed a
     security interest under the applicable  Uniform  Commercial Code,  Borrower
     has a perfected  first-priority  Lien in the equipment  covered thereby (if
     the Revolving Loan Contract is an Indirect Lease or Indirect Loan Contract,
     the term  "Borrower" in this clause is replaced by "Person in whom Borrower
     has a Beneficial Interest");

f.   Bank has a perfected  first  priority Lien in the  Revolving  Loan Contract
     and,  if the  Revolving  Loan  Contract  is a lease,  Bank has a  perfected
     first-priority Lien in the equipment subject to that lease,  subject to any
     Permitted  Liens (if the Revolving  Loan  Contract is an Indirect  Lease or
     Indirect  Loan  Contract,  Bank  has a first  priority  Lien in  Borrower's
     Beneficial Interest in the lessor or lender);

g.   If the contract is a loan, the contract is owned by Borrower and is subject
     to no Lien, other than Permitted Liens, in favor of anyone other than Bank,
     and Borrower has a perfected  first  priority  Lien in the  equipment  that
     secures the loan,  subject to any Permitted  Liens (if the  Revolving  Loan
     Contract is an Indirect Loan Contract,  the term  "Borrower" in this clause
     is replaced by "Person in whom Borrower has a Beneficial Interest");

h.   The  contract is written;  the  contract  has not been  amended or modified
     except by a written  document  delivered to Bank;  the contract was entered
     into or  acquired  in the  ordinary  course  of  Borrower's  business;  the
     contract is in full force and effect and is enforceable in accordance  with
     its terms; to Borrower's  knowledge,  the equipment covered by the contract
     is in good working  order;  the Lessee or Debtor has accepted the equipment
     delivered  pursuant  to  the  contract  as  evidenced  by  a  delivery  and
     acceptance  certificate  executed by the Lessee or Debtor or other standard
     document;  if a lease,  the  Lessee  has  commenced  making  rent  payments
     pursuant  to the terms of the lease;  if a loan,  the Debtor has  commenced
     making loan payments pursuant to the loan; and to Borrower's knowledge,  no
     defenses, offsets, counterclaims or disputes exist under or with respect to
     such contract or to the equipment covered by such contract;

i.   All existing  "chattel paper" originals of the contract,  together with any
     and all schedules,  supplements  and amendments  thereto and  modifications
     thereof,  including any and all promissory  notes and other  instruments as
     defined in the Uniform Commercial Code,  evidencing any monetary obligation
     owing to Borrower in connection therewith,  have been delivered to, and are
     in the  possession of Bank (if the  Revolving  Loan Contract is an Indirect
     Lease or Indirect  Loan  Contract,  the term  "Borrower"  in this clause is
     replaced by "Person in whom Borrower has a Beneficial Interest");

j.   If the  Revolving  Loan  Contract  is an Indirect  Lease or  Indirect  Loan
     Contract,  Borrower  shall  have,  prior to the  making of a Line of Credit
     advance, disclosed to Bank in writing the identity of the lessor or lender,
     as the case may be, and the nature of  Borrower's  Beneficial  Interest  in
     such Person;

k.   No part of the contract, or the equipment thereunder,  shall be financed by
     non-recourse  or other debt (unless  subordinated  on terms and  conditions
     satisfactory to Bank); and

l.   The contract  shall have a remaining term of not less than 31 days from the
     date of funding by Bank.

     "Environmental  Laws" shall mean each and every material federal,  state or
local law, ordinance,  regulation,  permit,  license,  authorization,  judgment,
decree,  agreement,  restriction or requirement pertaining to health, industrial
hygiene, Hazardous Substances (as defined below), or the environment.

     "Event of Default" means and includes without  limitation any of the Events
of  Default  set  forth in this  Agreement  in the  section  titled  "Events  of
Default."

     "Facility Fee" shall have the meaning given the term in Section  3.5.a.  of
this Agreement.

     "GAAP" means  generally  accepted  accounting  principles  set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board, or in such other statements by such
other entity as may be in general use by significant  segments of the accounting
profession, which are applicable to the circumstances as of the date of purpose.

     "Hazardous Substance" shall mean any substance whose nature, existence, use
or effect  render it subject now, or in the future,  to federal,  state or local
regulation,  investigation,  remediation or removal as potentially  injurious to
public health or welfare.

     "Indirect  Lease" means a lease (including a schedule under a master lease)
in which a Person in whom  Borrower has a  Beneficial  Interest is the lessor or
has been assigned the lessor's interest.

     "Indirect Loan Contract" means a loan contract  (including a schedule under
a master loan  contract) or  promissory  note in which a Person in whom Borrower
has a  Beneficial  Interest  is the  lender  or payee or has been  assigned  the
lender's or payee's interest.

     "Interest  Expense"  for any  applicable  period  shall  mean all  interest
expense  as it appears on  Borrower's  income  statement  for such  period,  all
calculated in accordance with GAAP, consistently applied.

     "Inventory" shall mean all finished goods wherever located, and goods which
are or may at any time be held for sale or lease,  furnished  under any contract
of service or held as raw materials,  work-in-progress,  supplies, components or
materials used or consumed in Borrower's  business or which are or might be used
in  connection  with  the  manufacturing,   shipping,  advertising,  selling  or
finishing  of such  goods,  merchandise  and  other  personal  property  and all
documents of title or documents  representing  the same,  whether  negotiable or
non-negotiable and all such property, the sale or other disposition of which has
given rise to Accounts  Receivable and which has been returned to or repossessed
or stopped in transit by Borrower.

     "Lease"  shall mean a lease  (including  a schedule  under a master  lease)
under which  Borrower is the lessor or for which  Borrower has been assigned the
lessor's interest.

     "Lessee" means a lessee under any Lease or Indirect Lease.

     "Lien"  shall mean any lien or security  interest  arising from a mortgage,
deed  of  trust,  encumbrance,   pledge,  hypothecation,   assignment,   deposit
arrangement,  security  agreement,  adverse claim or charge,  conditional  sale,
trust  receipt,  judgment,  attachment  or by operation of law, or from a lease,
consignment,  or bailment for security  purposes and any  agreement to grant any
lien or security interest.

     "LIBO Rate" shall have the meaning given the term in Sections 3.2.b.iii.

     "Line of Credit  Applicable  Interest  Period" shall have the meaning given
the term in Section 3.2.b.

     "Line  of  Credit  Availability  Period"  shall  mean  the  period  of time
commencing on the date of this Agreement and continuing until the Line of Credit
Expiration Date.

     "Line of Credit Expiration Date" shall mean August 31, 2007.

     "Line of Credit" shall have the meaning given the term in Section 2.1.a.

     "Line of Credit LIBO Rate Portion" shall have the meaning given the term in
Section 3.2.b.

     "Line of Credit  Limit"  shall have the  meaning  given the term in Section
2.1.a.

     "Line of Credit  Note"  shall  have the  meaning  given the term in Section
2.1.a.

     "Liquidity"  means Borrower's cash reserves (other than the Restricted Cash
Deposit  and  other  deposits  reserved  pursuant  to  Borrower's   non-recourse
financing, if any) and unused Availability under the Line of Credit.

     "Loan" shall mean and include,  without limitation,  any and all commercial
loans  and  financial  accommodations  from  Bank to  Borrower,  whether  now or
hereafter existing, and however evidenced,  including without limitation,  those
loans and financial accommodations described in this Agreement or on any exhibit
or schedule attached to this Agreement from time to time.

     "Loan  Contract"  shall mean a loan contract  (including a schedule under a
master loan  contract)  or  promissory  note in which  Borrower is the lender or
payee or which Borrower has been assigned the lender's or payee's interest.

     "Loan  Documents"  shall mean this  Agreement  and all other  documents and
agreements executed or delivered to Bank in connection with this Agreement.

     "Manager"  means ICON Capital  Corp.,  a  Connecticut  corporation,  in its
capacity  as manager of those  entities  comprising  Borrower  that are  limited
liability  companies and in its capacity as general  partner of ICON Income Fund
Eight B L.P.

     "Material  Adverse  Change"  means a  material  adverse  effect  on (a) the
business,  operations,  results of operations,  assets, liabilities or condition
(financial or otherwise) of Manager,  (b) the business,  operations,  results of
operations,  assets,  liabilities  or  condition  (financial  or  otherwise)  of
Borrower and its  Subsidiaries  taken as a whole, (c) the ability of Borrower to
perform its  obligations  under the Loan  Documents to which it is a party or of
Bank to enforce the Obligations or realize upon the Collateral, (d) the value of
the  Collateral or the amount that Bank would be likely to receive (after giving
consideration  to delays in payment and costs of enforcement) in the liquidation
of such Collateral,  (e) the validity or enforceability  of this Agreement,  the
other  Loan  Documents,  or  the  rights  and  remedies  of  Bank  hereunder  or
thereunder, or (f) the priority of Bank's Liens with respect to the Collateral.

     "Note" shall mean the Line of Credit Note.

     "Obligation" shall mean all loans,  advances,  debt,  principal,  interest,
fees,  expenses,  costs and other  amounts owed to Bank by Borrower  pursuant to
this  Agreement,  together  with all  guaranties,  covenants and duties owing by
Borrower  to Bank of any  kind  or  description  hereunder,  whether  direct  or
indirect,  absolute  or  contingent,  due or to  become  due,  now  existing  or
hereafter  arising,  including any  interest,  fees,  expenses,  costs and other
amounts owed to Bank that but for the  provisions of the  Bankruptcy  Code would
have accrued after the  commencement of any insolvency  proceeding and including
any debt,  liability,  or  obligation  owing from Borrower to other Persons that
Bank may have obtained by assignment or otherwise.

     "Optional  Line of Credit  Interest  Rate" shall have the meaning given the
term in Section 3.2.b.

     "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation  established
pursuant to Subtitle A of Title IV of ERISA.

     "Permitted  Liens" shall mean any: (a) Liens approved in writing by Bank or
arising under this Agreement or the other Loan  Documents;  (b) Liens for taxes,
fees, assessments or other governmental charges or levies, either not delinquent
or being contested in good faith by appropriate  proceedings,  provided the same
have no priority  over any of Bank's Liens;  (c) Liens  incurred in the ordinary
course of business of Borrower,  except that (i) no Liens other than in favor of
Bank are  permitted  on any of the Leases,  Loan  Contracts  and other  property
identified in Schedule 1 or otherwise the subject of any Line of Credit advance,
and (ii) no Lien is permitted on any  equipment  related to clause (i) except in
favor of Bank and, in the case of equipment securing a Loan Contract,  a Lien in
favor of Borrower; provided, however, that nothing herein shall prevent Borrower
from incurring Liens in favor of carriers, warehousemen, mechanics, materialmen,
workmen and  landlords  and other  similar  Liens,  in each case  arising in the
ordinary course of business;  (d) Liens consisting of another Person's  interest
in a residual  sharing  agreement or  remarketing  agreement with respect to the
sale of equipment  upon the  termination  of a Lease or Indirect  Lease provided
that the value of Borrower's interest in such equipment as shown on its books is
net of such other Person's  interest;  (e) Liens on equipment subject to a Lease
that are expressly  permitted by the terms of the Lease;  (f) judgment Liens not
constituting  an Event of  Default  hereunder;  (g)  subordinate  Liens  granted
pursuant to the Contribution  Agreement;  (h) Liens of the relevant deposit bank
incurred  in the  ordinary  course of  business  encumbering  customary  deposit
accounts or brokerage  accounts;  (i) Liens encumbering  deposits made to secure
obligations  arising  from  statutory,   regulatory,   contractual  or  warranty
requirements,  including  rights  of  setoff;  and (j)  Liens  arising  from the
refinancing of any of the indebtedness secured by any of the foregoing described
Liens.

     "Person"  shall mean and include an individual,  a  partnership,  a limited
liability company, a corporation,  a joint stock corporation,  an unincorporated
association,  a  joint  venture  or  other  similar  entity  or  a  governmental
authority.

     "Plan"  shall  mean  any  employee   pension  benefit  plan  maintained  or
contributed to by Borrower and insured by the PBGC under Title IV of ERISA.

     "Present Value" means any fixed unpaid payment  obligation owed to Borrower
by a  Lessee  under  a  lease  or a  Debtor  under  a loan  (including,  without
limitation,  unpaid regularly scheduled payments, puts and balloon payments) (in
each case  excluding  leases  and loans  that are not  Eligible  Borrowing  Base
Contracts),  such unpaid payments to be discounted to their present value on the
date of  calculation  at the Discount Rate. If the contract is an Indirect Lease
or Indirect  Loan  Contract,  the  Present  Value  shall be  multiplied  by that
percentage  of the foregoing  that  corresponds  to  Borrower's  interest in the
Person  that is the  lessor or lender,  as the case may be. If a lessee  under a
lease has the option to terminate  the lease as of a date prior to its scheduled
termination  date,  the  Present  Value of that lease  shall be the lower of the
following:  (i) the Present Value based on the lease  terminating  at such prior
date plus the amount of any payment  that the lessee  would be  obligated to pay
the lessor upon exercise of such option,  discounted to its present value on the
date of calculation at the Discount Rate; or (ii) the Present Value based on the
lease terminating at its scheduled termination date.

     "Prime  Rate" shall mean the rate of interest set from time to time by Bank
at its head office as its Prime Rate.  The Prime Rate is determined by Bank as a
means of pricing credit  extensions to some customers and is neither tied to any
external  rate of  interest  or index nor is it  necessarily  the lowest rate of
interest charged by Bank at any given time for any particular class of customers
or credit extensions.

     "Regular  Line of Credit  Interest  Rate" shall have the meaning  given the
term in Section 3.2.a.

     "Restricted  Cash Deposit" shall have the meaning given the term in Section
8.8.

     "Revolving Loan Contract" means a Lease,  Loan Contract,  Indirect Lease or
Indirect  Loan  Contract  based on which  Bank  makes a Line of  Credit  advance
(including  any  and all  schedules,  supplements  and  amendments  thereto  and
modifications  thereof and together with any and all promissory  notes and other
instruments,  as defined in the Uniform Commercial Code, evidencing any monetary
obligation owing to Borrower in connection  therewith) originated by Borrower or
acquired by Borrower from the lessor or lessor's  assignee or from the lender or
lender's assignee, as the case may be.

     "Security  Agreement" shall mean the document delivered by Borrower to Bank
detailed in the section of this Agreement titled "Collateral Documents."

     "Subsidiary" shall mean a business entity in which Borrower owns,  directly
or indirectly,  an equity  interest having  sufficient  ordinary voting power to
elect a majority of the board of directors  or other  managers of such entity or
the management of which is otherwise controlled,  directly or indirectly through
one or more intermediaries, of which Borrower has a controlling interest.

     "Tangible  Net  Worth"  means the gross  book  value of  Borrower's  Assets
(excluding goodwill, patents,  trademarks, trade names, organizational expenses,
treasury stock,  unamortized  debt discount and expense,  deferred  research and
development costs, other like intangibles, and monies due from Affiliates except
in connection with sales to Affiliates on terms that Borrower  normally provides
to third parties) plus debt that is subordinated to Bank in a manner  acceptable
to Bank,  less all  liabilities,  including,  without  limitation,  accrued  and
deferred  income  taxes,  and any reserves  against  assets,  all  calculated in
accordance with GAAP, consistently applied.

     "UCC-1 Financing  Statement" shall mean the document  delivered by Borrower
to Bank detailed in the section of this Agreement titled "Collateral Documents."

     "Unused Commitment Fee" shall have the meaning given to the term in Section
3.5.c.

2.       LOAN FACILITY

2.1  Bank agrees to make  available  to  Borrower  the  following  credit on the
     following terms, covenants and conditions:

a.   Revolving Line of Credit. During the Line of Credit Availability Period and
     so long as no Event of Default has occurred and is  continuing,  Bank will,
     on a revolving basis, make advances to Borrower ("Line of Credit"),  which,
     except as set forth below,  may not at any time exceed an aggregate  amount
     outstanding   equal   to  the   lesser   of   Seventeen   Million   Dollars
     ($17,000,000.00)  or the Borrowing Base  (collectively  the "Line of Credit
     Limit").  Borrower's  obligation to repay advances under the Line of Credit
     shall be evidenced by a promissory  note in a form  acceptable to Bank (the
     "Line of Credit  Note").  During  the Line of Credit  Availability  Period,
     Borrower may repay  principal  amounts and reborrow them.  Borrower  agrees
     that  Borrower  will not permit the  outstanding  balance under the Line of
     Credit to exceed the Line of Credit Limit  unless  Borrower  increases  the
     Restricted  Cash Deposit by an amount equal to the sum that would otherwise
     be  overadvanced,  in which case Borrower shall have the right to borrow an
     amount in excess of the  Borrowing  Base but not more than  $17,000,000.00.
     Provided no Event of Default has occurred and is  continuing  at such time,
     Borrower  may  request  (i) a one  year  extension  of the  Line of  Credit
     Availability  Period  within  sixty  days of the Line of Credit  Expiration
     Date,  but Bank has no obligation  to grant the  extension  and/or (ii) the
     addition to Borrower of an  additional  fund or funds managed by Manager or
     an Affiliate of Manager  acceptable to Bank,  but Bank has no obligation to
     grant the addition.

3.       TERMS

3.1      Availability Period.

a.   Availability Period Line of Credit. Borrower may draw on the Line of Credit
     during the Line of Credit Availability  Period,  unless (i) a Default or an
     Event of Default has occurred and is continuing or (ii) Borrower has failed
     to satisfy any condition  hereunder to such  borrowing and Bank has refused
     to waive such condition.

3.2      Interest Rate.

a.   Line of Credit  Interest  Rate.  Interest on advances on the Line of Credit
     shall accrue at the Prime Rate plus one quarter percent (P+0.25%) per annum
     in effect from time to time (the "Regular Line of Credit  Interest  Rate").
     Any changes in the Regular Line of Credit  Interest Rate  resulting  from a
     change in the Prime Rate shall take effect  without  notice at the time the
     Prime Rate is set.

b.   Line of Credit  Optional  Interest.  Instead of the Regular  Line of Credit
     Interest  Rate,  Borrower  may elect to have up to five (5) advances on the
     outstanding principal balance of the Line of Credit (each a "Line of Credit
     LIBO Rate  Portion")  during the Line of Credit  Availability  Period  bear
     interest at the LIBO Rate, as defined  below,  plus two and  three-quarters
     percent  (L+2.75%) (the "Optional Line of Credit  Interest Rate") during an
     interest rate period designated by Borrower (the "Line of Credit Applicable
     Interest  Period").  Borrower shall not select a Line of Credit  Applicable
     Interest  Period  that would  extend  beyond the Line of Credit  Expiration
     Date.  Each  interest  rate is a rate per annum.  At the end of any Line of
     Credit  Applicable  Interest  Period,  the interest rate will revert to the
     Regular  Line of Credit  Interest  Rate,  unless  Borrower  has  designated
     another  Optional Line of Credit Interest Rate for that Line of Credit LIBO
     Rate Portion.

     Designation of a Line of Credit LIBO Rate Portion shall be made by delivery
     or telephone facsimile  transmission to Bank of written notice signed by an
     Authorized Officer of such election, including designation of the amount of
     the proposed Line of Credit LIBO Rate Portion,  the proposed Line of Credit
     Applicable Interest Period and the proposed effective date of the election.
     The notice shall be given at least three (3) Banking Days in advance of the
     effective  date of the election.  The election shall also be subject to the
     following requirements:

i.   The Line of Credit  Applicable  Interest  Period during which the LIBO Rate
     will be in effect will be three (3) months,  so long as no Event of Default
     has occurred and is continuing.  In determining a Line of Credit Applicable
     Interest Period, a month means a period that starts on one Banking Day in a
     month  and  ends  on  and  includes  the  day  preceding  the   numerically
     corresponding  day in the next  month.  For any month in which  there is no
     such numerically  corresponding  day, then as to that month, such day shall
     be deemed to be the last  calendar  day of such  month.  Any Line of Credit
     Applicable  Interest  Period which would otherwise end on a non-Banking Day
     shall end on the next  succeeding  Banking Day unless that is the first day
     of a month, in which event such Line of Credit  Applicable  Interest Period
     shall end on the next preceding Banking Day.

ii.  Each Line of Credit LIBO Rate Portion  shall be for an amount not less than
     Two Hundred Fifty Thousand Dollars ($250,000.00).

iii. The "LIBO  Rate" shall mean,  for each Line of Credit  Applicable  Interest
     Period with  respect to a Line of Credit LIBO Rate  Portion,  the per annum
     rate  determined  by the Bank as of the  first  day of the  Line of  Credit
     Applicable  Interest  Period to be equal to the rate at which  U.S.  dollar
     deposits  can be  acquired  by Bank in the  London  Interbank  Eurocurrency
     Market two (2) Banking Days before the  commencement of such Line of Credit
     Applicable  Interest Period in an amount  comparable to such Line of Credit
     LIBO Rate Portion.

iv.  No Line of Credit LIBO Rate Portion  bearing  interest at the LIBO Rate may
     be  converted  to a  different  rate  during the Line of Credit  Applicable
     Interest Period.

v.   Each prepayment of a Line of Credit LIBO Rate Portion,  whether  voluntary,
     by reason of acceleration  or otherwise,  will be accompanied by the amount
     of accrued  interest on the amount  prepaid,  and a prepayment fee equal to
     the amount (if any) by which the additional  interest which would have been
     payable  on the amount  prepaid  had it not been paid until the last day of
     the Line of Credit  Applicable  Interest  Period exceeds the interest which
     would  have been  recoverable  by Bank by  placing  the  amount  prepaid on
     deposit in the LIBO Rate Market for a period  starting on the date on which
     it was prepaid and ending on the last day of the  interest  period for such
     Line of Credit LIBO Rate  Portion.  Any such  calculation  shall be made by
     Bank in the same manner in which such calculation is made in respect to all
     other  customers  of Bank and Bank  shall,  upon the  request of  Borrower,
     deliver to Borrower all backup information  showing how any such prepayment
     fee is calculated.

3.3      Repayment Terms.

a.   Line of Credit.

i.   Borrower shall pay interest  monthly in arrears on the outstanding  balance
     under the Line of Credit  commencing on September 1, 2005,  and then on the
     first Banking Day of each month  thereafter,  except that interest accruing
     at the Optional Line of Credit Interest Rate shall be due at the end of the
     applicable Interest Rate Period.

ii.  Borrower  shall pay in full,  all  principal,  interest  and other  charges
     outstanding  under  the Line of  Credit  no later  than the Line of  Credit
     Expiration Date.

3.4      Expenses.

a.   Subject to any limitations contained herein,  Borrower agrees to repay Bank
     for the reasonable  expenses incurred in processing and funding the Line of
     Credit,  including  the  following:  filing,  recording  and  search  fees,
     appraisal fees, asset based field report fees, and documentation fees.

b.   Borrower agrees to reimburse Bank for any reasonable  expenses it incurs in
     the  negotiation  and  preparation  of this  Agreement and any agreement or
     instrument required by this Agreement.

c.   Borrower's prior deposit of Twenty Thousand Dollars  ($20,000.00)  shall be
     applied to Bank's expenses under this Section.

3.5      Fees.

a.   Facility  Fee.  Borrower  agrees to pay the amount of  Eight-Five  Thousand
     Dollars  ($85,000.00)  to  Bank  as a loan  fee  for  the  Line  of  Credit
     ("Facility Fee").

b.   Renewal  Fee.  Borrower  agrees  to pay a fee equal to  one-quarter  of one
     percent (0.25%) of the Bank's  committed amount for the Line of Credit upon
     any renewal of the Line of Credit.

c.   Unused Commitment Fee. For the Line of Credit, Borrower agrees to pay a fee
     ("Unused  Commitment  Fee") equal to the product of one-half of one percent
     (0.50%)  multiplied by the difference  between  Seventeen  Million  Dollars
     ($17,000,000.00) and the amount of credit extended to Borrower,  determined
     by the Average Loan Balance,  as defined below,  maintained during the Line
     of Credit Availability  Period. For purposes of this section,  the "Average
     Loan  Balance" is calculated by dividing the sum of the daily loan balances
     on the Line of Credit during the applicable period by the number of days in
     that period.  This fee is due and payable each calendar quarter in arrears,
     and is due on the tenth (10th) day of each of the  following  months during
     the Line of Credit Availability Period:  October,  January, April and July,
     respectively,  except a prorated fee for the first partial quarter shall be
     due in October,  2005 and for the final quarter shall be due and payable on
     the Line of Credit Expiration Date.

4.   SECURITY

4.1  Collateral.  All  obligations  of Borrower  under this  Agreement  shall be
     secured by the following:

a.   Personal  Property.  Borrower's  obligations  to Bank under this  Agreement
     shall be secured by, and Borrower  shall grant to Bank, a first Lien in all
     business  personal  property  Borrower  now owns or will own in the future,
     including without limitation,  Borrower's Accounts  Receivable,  equipment,
     equipment  held for lease,  Leases,  chattel  paper,  general  intangibles,
     Inventory,  any money  deposit  accounts or other assets of Borrower  which
     hereafter  come into the  possession,  custody  or  control of Bank and all
     products and proceeds of the above-described collateral, including, but not
     limited to, money,  deposit accounts,  goods,  insurance proceeds and other
     property,  except that Collateral ------ shall not include Leases, Indirect
     Leases, Loan Contracts,  Indirect Loan Contracts (and the equipment subject
     thereto)  which are financed by Borrower with  non-recourse  debt and which
     have not been financed by Bank. The Collateral  shall be further  described
     in the Security Agreement executed by Borrower.

4.2  Collateral  Documents.  In  connection  with the  foregoing,  Borrower will
     execute the following "Collateral Documents":

a.   Security  Agreement.  A Security  Agreement  executed by each Borrower,  as
     debtor,  in favor of Bank,  as secured  party,  by which Bank will obtain a
     Lien  in the  Collateral  consisting  of  certain  of  Borrower's  personal
     property.

b.   UCC-1 Financing Statement. UCC-1 financing statement as debtor, in favor of
     Bank, as secured  party,  filed with the Delaware,  California and New York
     Secretaries of State offices.

5.   DISBURSEMENTS, PAYMENTS AND COSTS

5.1 Request for Credit. Each request for an advance under the Line of Credit
will be made by a disbursement request in a form acceptable to Bank executed by
an Authorized Officer, or by any other means acceptable to Bank.

     5.2  Disbursements  and Payments.  Each advance under the Line of Credit by
Bank and each payment by Borrower under the Line of Credit will be:

a.   Made at Bank's  South Bay  Commercial  Banking  Office,  or other  location
     selected by Bank from time to time.

b.   Made for the  account of Bank's  South Bay  Commercial  Banking  Office (or
     other office or branch selected by Bank from time to time).

c.   Made in lawful money of the United States in  immediately  available  funds
     and shall be made without setoff or counterclaim.

d.   Evidenced by records kept by Bank.

5.3      Telephone Authorization.

a.   Bank may honor  telephone  instructions  for  disbursements  and repayments
     pursuant to this  Agreement,  given by an  Authorized  Officer,  as defined
     below, or any officer authorized by an Authorized Officer.  For purposes of
     this  Agreement,  "Authorized  Officer"  shall mean any officer of Borrower
     whose name and signature are set forth in the Corporate Authorizations,  as
     defined below.

b.   Advances  will be deposited in, and payments may be withdrawn by Bank from,
     Borrower's   deposit   accounts  as   designated  in  writing  by  Borrower
     ("Designated Accounts")

c.   Upon Bank's request,  Borrower will provide written confirmation to Bank of
     telephone authorized transactions pursuant to this Section. Borrower agrees
     to provide such  confirmation  within one (1) Banking Day of the  telephone
     authorization.  If there is a discrepancy and Bank has already acted on the
     telephone  instructions,  the telephone  instructions will prevail over the
     written confirmation.

d.   Borrower  indemnifies  and holds  harmless  Bank  (including  its officers,
     employees,  and agents) from all  liability,  loss, and costs in connection
     with any act resulting from  telephone  instructions  that Bank  reasonably
     believes are made by an  Authorized  Officer or a person  authorized  by an
     Authorized  Officer  except to the  extent of Bank's  gross  negligence  or
     willful  misfeasance.  This  indemnity  and agreement to hold harmless will
     survive this Agreement's termination.

5.4  Banking Days.  All payments and  disbursements  which would be due on a day
     which  is not a  Banking  Day  will be due on the  next  Banking  Day.  All
     payments  received  on a day which is not a Banking  Day will be applied to
     the Line of Credit on the next Banking Day.

5.5  Taxes.  Borrower  will not deduct any taxes from any payments made to Bank.
     If any government authority imposes any taxes or charges on any payments to
     Borrower,  Borrower  will pay the taxes or charges.  Upon  request by Bank,
     Borrower  will confirm  that it has paid the taxes by giving Bank  official
     tax receipts (or notarized  copies  thereof)  within thirty (30) days after
     the date the taxes are due.

5.6  Interest  Calculation.  Except as otherwise  stated in this Agreement,  all
     interest,  if any,  will be computed on the basis of a 360-day year and the
     actual  number of days  elapsed.  This results in more interest or a higher
     fee than if a 365-day year is used.

5.7  Fee on Late  Payments.  At Bank's  sole option in each  instance,  Borrower
     shall pay a late fee equal to two percent (2.0%) of any monthly installment
     not paid  within  fifteen  (15) days of the date due under  this  Agreement
     (including interest)..

5.8  Default Rate.  If any amount under this  Agreement is not paid in full when
     due at  maturity,  or upon  acceleration  of the Loans  pursuant  to Bank's
     exercise  of its  rights and  remedies  hereunder,  Borrower  agrees to pay
     interest  on the  outstanding  principal  at the rate of  interest  then in
     effect under this Agreement plus two percent (2.0%) (the "Default Rate").

5.9  Overdrafts.  At Bank's sole option in each instance,  and provided there is
     no Event of Default  which has  occurred and is  continuing,  Bank may make
     advances  under this  Agreement  to prevent  or cover an  overdraft  on any
     account of Borrower with Bank.  Each such advance will accrue interest from
     the date of the  advance  or the date on which the  account  is  overdrawn,
     whichever occurs first, at the interest rate then applicable to the Line of
     Credit.  Any advances  made  pursuant to this section shall be added to the
     outstanding balance under the Line of Credit.

6.       CONDITIONS

6.1  Initial  Advance.  Bank's  obligation  to extend  any  credit  to  Borrower
     pursuant to this Agreement is subject to the condition precedent that prior
     to or on the date of this Agreement,  Borrower shall have complied with the
     requirements  set forth below in this  section and shall have  delivered to
     Bank, in form and substance  satisfactory to Bank, the following documents,
     duly  executed by  authorized  representatives  of Borrower or as specified
     below:

a.   This Agreement.

b.   Line of Credit Note.

c.   Security Agreement of Borrower and UCC-1 Financing  Statements,  filed with
     the Delaware, California and New York Secretaries of State.

d.   Borrowing  Authorizations.  Borrowing resolutions granting authorization to
     borrow and pledge in a form acceptable to Bank.

e.   Termination Statements.  Evidence,  satisfactory to Bank, that all Liens in
     favor of any third  Persons  not  constituting  Permitted  Liens  have been
     terminated.

f.   Insurance.  Evidence of insurance coverage, as required in the "Affirmative
     Covenants" section of this Agreement.

g.   Governing  Documents.  A copy of the  organizational  documents of Borrower
     certified  by the  Secretary of State of the state of  organization  of the
     Borrower.

h.   Fees and Costs.  Payment of the  Facility Fee and  reimbursement  of Bank's
     filing fees, reasonable fees of counsel,  appraisal fee, and other expenses
     reasonably incurred by Bank in connection with this Agreement.

i.   Deposit  Accounts.  The opening of  Borrower's  deposit  accounts with Bank
     together with entry of a lock box agreement by Borrower and Bank.

j.   Opinion of  Counsel.  Bank  shall have  received  an  opinion  letter  from
     Borrower's counsel, in form and substance satisfactory to Bank.

k.   Contribution Agreement. The Contribution Agreement shall have been executed
     by each  entity  comprising  Borrower  and a copy  thereof  shall have been
     delivered to Bank.

l.   Material Adverse Change. A Material Adverse Change shall not have occurred,
     as determined by Bank in its sole discretion.

m.   Search Results.  Bank shall have received Uniform Commercial Code and other
     public  record  searches  with respect to Borrower in each case in form and
     substance satisfactory to Bank.

n.   Due  Diligence.  Bank shall have  completed its due diligence  requirements
     with  respect  to  Borrower,  including  audits,  financial  and  legal due
     diligence, and review of Borrower's formation and authorization documents.

o.   Good Standing. Bank shall have received good standing certificates form the
     appropriate  secretary  of state of the  state  in which  Borrower  and the
     Manager  are  organized  and in each state in which  Borrower's  failure to
     qualify to do business would result in a Material Adverse Change.

p.   Alternative  Dispute  Resolution.  Borrower  shall  execute an  Alternative
     Dispute Resolution Agreement in form acceptable to Bank.

q.   Miscellaneous.  Such  other  evidence  as Bank may  reasonably  require  to
     establish the consummation of the  transactions  contemplated  hereby,  the
     taking of all  proceedings in connection  herewith and compliance  with the
     conditions set forth in this Agreement.

6.2  Conditions to Each Line of Credit Advance.

     The  obligation  of Bank to make any  advances  under  the  Line of  Credit
(including  the  initial  advance)  shall  be  subject  to each  of the  further
conditions precedent that on the date of such advance:

a.   Following the making of any such advances,  the aggregate  principal amount
     outstanding  under the Line of Credit  shall not  exceed the Line of Credit
     Limit (except as set forth in Section 2.1a).

b.   No Default or Event of Default shall have occurred and be continuing.

c.   Borrower shall provide Bank with a disbursement  request and Borrowing Base
     Certificate  in  form  and  content  acceptable  to  Bank  executed  by  an
     Authorized  Officer  and all  representations  therein  shall  be true  and
     correct in all material respects. 7. REPRESENTATIONS AND WARRANTIES

     When  Borrower  signs  this  Agreement,  and until  Bank is repaid in full,
Borrower makes the following representations and warranties. Each request for an
extension   of  credit   under  the  Line  of  Credit   constitutes   a  renewed
representation.

7.1  Organization  of  Borrower.  Each entity  comprising  Borrower is a limited
partnership or limited liability company duly formed and existing under the laws
of the State of Delaware.

7.2  Authorization.  This  Agreement,  and any instrument or agreement  required
hereunder,  are within Borrower's powers, have been duly authorized,  and do not
conflict with any of Borrower's organizational documents.

7.3  Enforceable  Agreements.  This  Agreement  and any related Loan  Documents,
including any  instrument or agreement  required  hereunder or  thereunder,  are
legal, valid and binding  obligations of Borrower,  enforceable against Borrower
in accordance  with their  respective  terms,  except as  enforceability  may be
limited  by: (i)  bankruptcy,  insolvency,  moratorium  and other  similar  laws
affecting the  enforcement of creditors'  rights  generally;  and (ii) equitable
principles whether applied in an action at law or a proceeding in equity.

7.4 Good Standing.  In each state in which  Borrower does business,  Borrower is
properly licensed,  in good standing,  and, where required, in compliance in all
material respects with all legal  requirements,  including,  without limitation,
fictitious name statutes, except to the extent that Borrower's failure to comply
with the foregoing would not result in a Material Adverse Change.

7.5 No  Conflicts.  This  Agreement  does not  conflict  with or  violate in any
material  respect any  provision  of any law,  rule,  regulation,  order,  writ,
judgment, injunction, decree, determination,  or award applicable to Borrower or
any other agreement,  or result in a breach of or constitute a default under any
other  agreement,  lease or instrument to which  Borrower is a party or by which
Borrower or its property may be bound or affected.

7.6 Financial Information.  All financial and other information that has been or
will be supplied to Bank are:

a.   an accurate reflection of Borrower's financial condition.

b. in the form required by Bank.

c.   in compliance with all applicable government regulations.

     Since the dates of the financial statements specified above, there has been
no Material Adverse Change.

7.7  Litigation.  There is no  litigation,  investigation,  proceeding,  Lien or
dispute pending or threatened against or affecting Borrower,  or the property of
Borrower, the adverse determination of which would constitute a Material Adverse
Change,  except  as has been  disclosed  in  writing  to Bank  prior to the date
hereof.

7.8 Collateral.  All Collateral is owned by the grantor of the Lien, free of any
material title defects or any Liens, except Permitted Liens. Bank will possess a
properly  perfected  first Lien in the  Collateral,  except to the extent of any
Permitted Liens.

7.9  Permits,   Franchises.   Borrower   possesses  all  permits,   memberships,
franchises, contracts and licenses required and all trademark rights, trade name
rights,  patent  rights and  fictitious  name rights  necessary  to enable it to
conduct the business in which it is now engaged without conflict with the rights
of others  except to the  extent  that  Borrower's  failure  to comply  with the
foregoing would not result in a Material Adverse Change.

7.10 Tax Returns.  Borrower  has filed all  required  tax returns,  has paid all
taxes  shown to be due and  payable  on said  returns  or any  assessments  made
against  it or  any  of its  property  and  has  no  knowledge  of  any  pending
assessments or  adjustments  of its income tax for any year  provided,  however,
that  Borrower  shall not be  required  to pay any such tax or  assessment,  the
payment of which is being contested in good faith and by proper proceedings,  so
long as Borrower  has  established  reasonable  reserves for the disputed tax or
assessment and any enforcement of such tax or assessment shall be stayed.

7.11 No Event of  Default.  No Default or Event of Default has  occurred  and is
continuing.

7.12     ERISA Plans.

a.   Borrower has fulfilled its  obligations,  if any, under the minimum funding
     standards  of ERISA and the Code,  with  respect  to each  Plan,  and is in
     compliance  in  all  material   respects  with  the  presently   applicable
     provisions of ERISA and the Code,  and has not incurred any liability  with
     respect to any Plan under Title IV of ERISA.

b.   No reportable  event has occurred under Section  4043(b) of ERISA for which
     the PBGC requires a thirty (30) day notice.

c.   No action by Borrower to terminate or withdraw from any Plan has been taken
     and no notice of intent to  terminate a Plan has been filed  under  Section
     4041 of ERISA.

d.   No proceeding  has been commenced with respect to a Plan under Section 4042
     of  ERISA,  and no event has  occurred  or  condition  exists  which  might
     constitute grounds for the commencement of such a proceeding.

7.13     Environmental Compliance.

a.   Environmental  Compliance.  Borrower, to its knowledge, has implemented and
     complied and will,  in the future,  implement  and comply or will cause its
     Lessees or Debtors to implement  and comply in all material  respects  with
     all Environmental Laws.

b.   Survival  of  Representations  and  Warranties.   The  representations  and
     warranties of this Section 7.14 shall be  continuing  and shall survive the
     termination  and  release  of this  Agreement  or  foreclosures  under  the
     Security  Agreement  and the discharge or payment of any  obligation  under
     this Agreement.

8.                AFFIRMATIVE COVENANTS

     Borrower  agrees,  so long as credit is available  under this Agreement and
until Bank is repaid in full:

8.1 Loan  Documents.  To comply with and observe in all  material  respects  all
terms and conditions of this Agreement, and all other Loan Documents, including,
without limitation, the obligation to pay principal, interest and all other sums
due under this Agreement or under any of the other Loan Documents.

8.2 Use of Proceeds. To use the proceeds of the Line of Credit for financing for
the  acquisition of equipment for lease and related leases and for other working
capital purposes.

8.3  Financial  Information.  To  provide  Bank  with  the  following  financial
information and statements:

a.   As soon as available, and in any event within ninety (90) days (one hundred
     twenty  (120)  days in the case of  Manager)  after the end of each  fiscal
     year,  Borrower's and Manager's  unqualified  CPA audited annual  financial
     statements with balance sheets,  income  statements and operating  budgets.
     Statements  shall be  prepared by Hays & Company,  LLP or other  accounting
     firm reasonably acceptable to Bank.

b.   As soon as  available,  and in any  event  within  sixty  (60) days of each
     quarterly  period,   Borrower's  quarterly  internally  prepared  financial
     statements.

c.   As soon as available,  and in any event within fifteen (15) days of the end
     of each  month a  Borrowing  Base  Certificate  signed by  Manager's  Chief
     Financial Officer.

d.   An annual  independent  appraisal  of all  equipment  related  to  Eligible
     Borrowing Base Contracts.

e.   An  annual  independent  report  of the  audit  of the  Manager's  systems,
     Borrowing Base, billings, collections,  ageings and a general documentation
     review.

f.   Any additional financial and/or reporting information  reasonably requested
     by the Bank.

g.   Each statement  provided under Section 8.3.a.  and Section 8.3.b.  shall be
     accompanied by a Compliance Certificate in form and substance acceptable to
     Bank signed by Manager's Chief Financial Officer.

8.4  Minimum  Debt  Service  Coverage  Ratio.  To maintain as of the end of each
fiscal quarter based on the combined  financial  results as reported on SEC Form
10Q of each entity  comprising  Borrower,  a Debt Service  Coverage Ratio of not
less than 2.00 to 1.00 on a rolling four quarter basis.

8.5 Tangible Net Worth. To maintain as of the end of each fiscal quarter,  based
on the  combined  financial  results as  reported on SEC Form 10Q of each entity
comprising Borrower, Tangible Net Worth of not less than One Hundred Twenty-Five
Million Dollars ($125,000,000.00).

8.6 Leverage Ratio. To collectively  maintain,  and cause each entity comprising
Borrower  to  maintain,  as of the  end of each  fiscal  quarter,  based  on the
financial  results  as  reported  on SEC  Form  10Q of  each  entity  comprising
Borrower,  a ratio of Adjusted  Total  Liabilities  to Tangible Net Worth not to
exceed 0.5 to 1.0.

8.7 Minimum Liquidity.  To maintain, as of the end of each fiscal quarter, based
on the combined financial results as reported on the SEC Form 10Q of each entity
comprising   Borrower,   Liquidity   of   at   least   Seven   Million   Dollars
($7,000,000.00).

8.8 Restricted Cash Deposit. To maintain at all times,  deposits in a restricted
deposit account with Bank in an amount not less than twenty  percentage (20%) of
all outstanding  advances,  plus each pending requested advance,  on the Line of
Credit ("Restricted Cash Deposit").

8.9  Manager's  Profitability.  As of the end of each fiscal year, Manager shall
     have a positive profit.

8.10 Notices to Bank. To promptly notify Bank in writing of:

a.   Any change in the location of Borrower's  principal  executive office which
     is currently in New York City, New York;

b.   Any Material Adverse Change;

c.   Any Default or Event of Default,  setting  forth in such notice the details
     of such  Default or Event or Default and the action which is proposed to be
     taken by Borrower with respect thereto;

d.   All  actions,  suits,  and  proceedings  before  any court or  governmental
     department, commission, board, bureau, agency, or instrumentality, domestic
     or foreign,  affecting Borrower which, if determined  adversely to Borrower
     would result in a Material Adverse Change;

e.   Any material dispute between Borrower and any governmental  regulatory body
     or law  enforcement  authority  which  would  result in a Material  Adverse
     Change;

f.   All claims made or threatened by any third party against Borrower  relating
     to any loss or injury  resulting  from any  Environmental  Law or Hazardous
     Substance that shall be in an amount claimed in excess of $2,500,000; and

8.11 Collateral  Examination.  Bank may have examiners of its selection annually
conduct an examination of the Collateral with the annual expense thereof (not to
exceed $10,000.00) reimbursed by Borrower.

8.12  Right of  Inspection.  Permit  Bank or its  agents  with at least 24 hours
notice by telephone,  telephone  facsimile and actual delivery of written notice
to Borrower to examine and make copies and abstracts from Borrower's records, to
inspect  Collateral  (subject to quiet  enjoyment  covenants) and to discuss the
affairs,  finances,  and accounts of Borrower with any of its executive officers
and Borrower's independent accountants.

8.13 Payment of Taxes.  Borrower  will pay and  discharge all lawful tax claims,
including  assessments and  governmental  charges or levies imposed upon it, its
income or  profits,  or the  improvements  before  penalties  attached  thereto;
provided,  however,  that  Borrower  shall not be  required to pay any such tax,
assessment,  charge or levy,  the  payment of which is being  contested  in good
faith and by proper  proceedings so long as Borrower has established  reasonable
reserves  for  the  disputed  tax  assessment  or  charge  and  any  enforcement
proceedings have been stayed.

8.14 Books and Records.  To maintain adequate books and records reflecting full,
true and correct entries of all material financial transactions of Borrower.

8.15  Compliance.  To comply in all material  respects  with all material  laws,
regulations,  orders of any  government  body  with  authority  over  Borrower's
business and all material  contractual  obligations arising from any agreements,
instruments or undertakings to which Borrower is bound except to the extent that
the failure to comply with which would not result in a Material Adverse Change.

8.16  Preservation  of Borrower's  Rights.  To maintain and preserve all rights,
privileges,  and  franchises  Borrower now has that are  necessary in the normal
conduct of Borrower's business.

8.17  Perfection  of Liens.  To help Bank  perfect and  protect  its Liens,  and
reimburse Bank for reasonable costs incurred to protect its Liens.

8.18     ERISA Plan.  To give prompt written notice to Bank:

a.   Within  ten (10) days  after  Borrower  knows or has  reason to know of the
     occurrence of any reportable event under Section 4043(b) of ERISA for which
     the PBGC requires  thirty (30) days'  notice,  together with a copy of such
     materials  required  to be  filed  with  the  PBGC  (with  respect  to such
     reportable  event and in each such case a statement of the chief  financial
     officer of the Borrower  setting forth details as to such reportable  event
     and the action that Borrower proposes to take with respect thereto.

b.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     condition existing with respect to a Plan which presents a material risk of
     termination or withdrawal from a Plan or the filing of any notice of intent
     to terminate under Section 4041 of ERISA.

c.   At least ten (10) days prior to the filing by any plan  administrator  of a
     Plan of a notice of intent to terminate such Plan,  together with a copy of
     such notice.

d.   Within ten (10) days after the filing  thereof  with the  Secretary  of the
     Treasury,  a copy of any application by the Borrower or any ERISA Affiliate
     for a waiver of the minimum funding standard under Section 412 of the Code.

e.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     event  giving rise to any notice of  noncompliance  made with  respect to a
     Plan under Section 4141(b) of ERISA.

f.   Within  ten (10) days  after  Borrower  knows or has  reason to know of any
     event giving rise to any  commencement  of any proceeding with respect to a
     Plan under Section 4042 of ERISA.

8.19     Expenses.  To pay all reasonable expenses of Bank for the following:

a.   Preparation,  negotiation and  administration of the Loan Documents and the
     protection of the rights of Bank under the Loan Documents;

b.   The  enforcement  of  payment  of  Borrower's  obligations  under  the Loan
     Documents,  whether by judicial pleadings or otherwise,  including, without
     limitation,  in  connection  with  bankruptcy,   insolvency,   liquidation,
     reorganization,  moratorium  and other  similar  proceedings  involving the
     Borrower or a "workout" of Borrower's obligations under the Loan Documents.

The  obligations  of the  Borrower  under this Section  shall be  effective  and
enforceable  whether or not any amounts are advanced  pursuant to this Agreement
and shall survive payment of all of Borrower's obligations to the Bank.

8.20 Cooperation.  To take any action reasonably  requested by Bank to carry out
     the intent of this Agreement.

8.21     Insurance.

a.   Insurance  Covering Assets.  To maintain or cause to be maintained all risk
     property  damage  insurance   policies   covering  the  personal   property
     Collateral.  Each  insurance  policy shall be for the value of the personal
     property  Collateral or such other amount as required in the Revolving Loan
     Contract.

b.   General  Business  Insurance.  To maintain  insurance as is customary for a
     business of the kind that Borrower conducts.

c.   Evidence of  Insurance.  Upon request of Bank, to deliver to Bank a copy of
     each insurance policy, or, if permitted by Bank, a certificate of insurance
     listing all insurance policies currently in force.

8.22  Operating/Business  Accounts.  To establish and maintain  deposit accounts
with Bank for each of the entities comprising  Borrower.  The account conversion
process  shall  be  completed  within  sixty  (60)  days  of  execution  of this
Agreement.  Borrower  shall  also  open and  maintain  with  Bank a lock box for
Accounts Receivable collection.

8.23 Contribution Agreement. The entities comprising Borrower shall have entered
into an  agreement,  among  themselves,  providing  that, to the extent that the
property  of any one of them is used to repay  Bank an amount  greater  than the
amount owed on account of a Line of Credit advance that such entity has obtained
from Bank,  then such entity shall be entitled to  reimbursement  from the other
entities comprising Borrower for any excess so paid, such agreement shall remain
in full force and effect,  and a copy executed by each Borrower  shall have been
delivered  to Bank  ("Contribution  Agreement").  Such  agreement  shall  not be
amended,  modified,  or restated in any manner that would  materially  adversely
change the substance of the requirements set forth in this section and, if it is
amended,  modified  or  restated,  a fully  executed  copy  of  such  amendment,
modification or restatement shall be promptly delivered by Borrower to Bank.

9.       NEGATIVE COVENANTS

     Borrower  agrees,  so long as credit is available  under this Agreement and
until Bank is repaid in full:

9.1 Other Debts. Not to have outstanding or incur any direct or contingent debts
or lease obligations  (other than those to Bank), or become liable for the debts
of others without Bank's prior written consent. This does not prohibit:

a.   Trade debt incurred in the ordinary course of business and outstanding less
     than sixty (60) days after the same has become due.

b.   Endorsing negotiable instruments received in the usual course of business.

c.   Obtaining  surety  bonds or  similar  instruments  in the  usual  course of
     business.

d.   Debts,  lines  of  credit  and  leases  in  existence  on the  date of this
     Agreement as disclosed in public  filings with the  Securities and Exchange
     Commission and otherwise in writing to Bank.

e.   Guarantees to Lessees and Debtors in the ordinary course of business.

f.   Debt  subordinated to the Obligations on terms and conditions  satisfactory
     to Bank in its sole discretion.

g.   Debt in respect of netting services, overdraft protections and otherwise in
     connection with deposit accounts in the ordinary course of business.

h.   Non-recourse secured debts.

i.   Remarketing and residual sharing arrangements.

j.   Indebtedness in connection with Permitted Liens.

k.   Refinancings of any of the foregoing debt.

9.2 Other Liens. Not to create,  assume,  or allow any Lien on Collateral except
Permitted Liens.

9.3  Distributions.  (a) Not to declare or pay any distribution to the holder of
any  limited  liability  company or  partnership  interest  now  outstanding  or
hereafter  issued or purchased,  redeem or retire any such interest  except,  as
long as  Borrower  is in  compliance  with  all  terms  and  conditions  of this
Agreement  and would  remain so after  taking such  actions,  Borrower  may make
distributions  to its partners,  members and investors,  or redeem or retire any
outstanding interests, as provided or permitted in the organizational  agreement
of each  Borrower,  as amended  from time to time;  (b) pay  management  fees or
acquisition  fees except  that,  as long as Borrower is in  compliance  with all
terms and  conditions  of this  Agreement  and would remain so after taking such
actions,  Borrower  may  pay  such  fees if  authorized  under  the  partnership
agreement or limited  liability  company  operating  agreement  for the entities
comprising Borrower.

9.4 Loans, Investments; Secondary Liabilities. Other than in the ordinary course
of business,  (a) not to make any loans or advances to any Person; (ii) make any
investment in the securities of any Person;  (iii) guarantee or otherwise become
liable upon the obligation of any Person which is not an Affiliate or Subsidiary
of Borrower,  except by  endorsement  of negotiable  instruments  for deposit or
collection in the ordinary and normal course of its business.

9.5 Change in  Organization  or Operations.  Not to cause,  permit or suffer any
material change,  revision,  amendment or modification of any kind in and to its
organization  and  operations or the change of ownership or control of Borrower,
if the effect thereof would be a Material Adverse Change.

9.6 Dissolutions, Mergers or Acquisitions. Not to liquidate or dissolve or enter
into any consolidation,  merger, partnership,  pool, joint venture, syndicate or
other combination, with respect to Borrower's business or Borrower's Assets as a
whole or such portion as in the opinion of Bank,  constitutes a substantial part
thereof or acquire or purchase  any  business'  assets,  except in the  ordinary
course of Borrower's  business or engage in any business activity  substantially
different from  Borrower's  present  business,  provided  however,  that nothing
herein  shall  prohibit  or limit  Borrower's  right  to  enter  into any of the
foregoing described business  transactions (other than liquidation,  dissolution
or merger  whereby the Borrower is not the  surviving  entity) if in  Borrower's
reasonable  judgment such  transaction  represents the most  efficient  means by
which it may acquire or purchase,  directly or indirectly, one or more Leases or
Indirect  Leases,  or Loans or Indirect Loan Contracts,  or a portfolio of same,
all as permitted by the constituent documents of Borrower.

9.7 Sale of Assets;  Sale and  Leaseback.  Other than in the ordinary  course of
business,  not to sell or  otherwise  dispose of any of its assets for less than
fair market value or enter into any sale leaseback agreement covering any of its
fixed or capital assets.

9.8  Suspension of Business.  Not to  voluntarily  suspend its business for more
than five (5) consecutive business days in any thirty (30) day period.

9.9  Transactions  with  Affiliates.  Not to  enter  any  transaction  with  any
Affiliate of  Borrower,  including  Borrower's  officers,  directors,  partners,
members  and  Subsidiaries,  on terms less  favorable  than those  available  to
Borrower from entities or persons not affiliated  with  Borrower,  if the effect
thereof would be to create an Event of Default hereunder.

10.      DEFAULT

10.1 Events  of  Default.  The  occurrence  of any one or more of the  following
     events shall constitute an "Event of Default":

a.   Failure to Pay. Borrower fails to make any payment of principal or interest
     under this Agreement within five (5) days of the date due.

b.   Non-Compliance.  Borrower  fails to meet  the  conditions  of,  or fails to
     perform any  material  obligation  within  thirty  (30) days after  written
     notice by Bank to Borrower of such failure, under:

i.   this Agreement;

ii.  any of the other Loan Documents; or

iii. any other agreement between Borrower and Bank.

c.   Other  Defaults.  Any material  event of default (after taking into account
     all applicable  notice and cure periods)  involving an indebtedness of more
     than Two Million Five Hundred  Thousand Dollars  ($2,500,000)  occurs under
     any agreement  evidencing  indebtedness  for borrowed money if the event of
     default consists of failing to make a payment when due.

d.   Lien  Priority.  Bank  fails to have an  enforceable  first  Lien  position
     (except for any Permitted  Liens or prior Liens to which Bank has consented
     in writing) on the Collateral.

e.   False  Information.  Any representation or warranty under this Agreement or
     any other Loan Document or in connection with any transaction  contemplated
     hereby shall prove to have been false or misleading in any material respect
     when made or when deemed to have been made.

f.   Bankruptcy.  Borrower files a bankruptcy petition, a bankruptcy petition is
     filed  against  Borrower or  Borrower  makes a general  assignment  for the
     benefit of  creditors.  The default will be deemed cured if any  bankruptcy
     petition filed against  Borrower is dismissed within a period of sixty (60)
     days after the filing;  provided,  however, that Bank will not be obligated
     to extend any additional credit to Borrower during any such period.

g.   Receivers.  A receiver or similar  official  is  appointed  for  Borrower's
     business, or Borrower's business is terminated.

h.   Litigation. Any litigation is filed against Borrower in an aggregate amount
     of Two Million Five Hundred  Thousand Dollars  ($2,500,000.00)  or more and
     such  litigation is not  dismissed or fully bonded or insured  within sixty
     (60) calendar days after service of process upon Borrower.

i.   Judgments. Any judgments or arbitration awards are entered against Borrower
     and,  absent  procurement  of a stay of  execution,  such judgment or award
     remains  unbonded or  unsatisfied or uncovered by insurance for thirty (30)
     calendar  days  after  the  date of  entry;  or  Borrower  enters  into any
     settlement  agreement with respect to any litigation or arbitration,  in an
     aggregate   amount  of  Two   Million   Five   Hundred   Thousand   Dollars
     ($2,500,000.00) or more.

j.   ERISA Plans. The occurrence of a material  reportable event with respect to
     a Plan or any Plan termination (or commencement of proceedings to terminate
     a Plan) or Borrower's full or partial  withdrawal from a Plan, which is, in
     the  reasonable  judgment of Bank,  likely to result in the  termination of
     such  Plan for  purposes  of  Title IV of  ERISA,  or could  reasonably  be
     expected,  in the judgment of Bank, to subject Borrower to any tax, penalty
     or liability (or any combination of the foregoing) which, in the aggregate,
     would result in a Material Adverse Change .

10.2 Remedies.  Upon the  occurrence  and during the  continuance of an Event of
Default herein,  Bank shall be entitled to pursue any and all remedies,  rights,
privileges  and benefits  contained in this  Agreement or in the Note,  or other
Loan  Documents,  or  available  at law or in equity or by  statute,  including,
without  limitation,  declaring  any  or all of the  Note  immediately  due  and
payable.  No remedy conferred upon or reserved to Bank hereunder or under any of
the other  Loan  Documents  is  intended  to be  exclusive  of any other  remedy
conferred  upon or  reserved  to Bank  hereunder  or under any of the other Loan
Documents or at law or in equity or by statute, but each shall be cumulative and
shall be in addition to every other  remedy  given  hereunder or under the other
Loan  Documents or now or hereafter  existing at law or in equity or by statute.
Every  power or remedy  given by the Loan  Documents  to Bank may be  exercised,
concurrently or  independently,  from time to time and as often as may be deemed
expedient by Bank, and Bank may pursue inconsistent remedies. In addition,  upon
and after the  occurrence  of an Event of  Default,  Bank  shall have all of the
following rights and remedies:

a.   All obligations and  indebtedness  hereunder may, at the option of Bank and
     without  demand,  notice,  or legal process of any kind,  be declared,  and
     immediately  shall  become,  due and  payable and Bank may  terminate  this
     Agreement at any time, without notice,  notwithstanding any other provision
     of this  Agreement.  No  such  termination  shall  affect  liabilities  and
     obligations  of  Borrower or the  rights,  powers and  remedies of the Bank
     under the Security Agreement with respect to future  collateral,  until all
     obligations of Borrower to Bank have been satisfied or paid in full.

b.   All obligations hereunder shall bear interest at the Default Rate;

c.   All of the rights and  remedies  of a secured  party  under the  California
     Commercial  Code or other  applicable law, all of which rights and remedies
     shall be cumulative,  and not exclusive, to the extent permitted by law, in
     addition to any other rights and remedies  contained in this  Agreement and
     in any of the documents or agreements executed in connection herewith;

d.   The right  to:  (i) have Bank or Bank's  agent  peacefully  enter  upon the
     premises of Borrower or any other place or places where the  Collateral  is
     located,  without  any  obligation  to pay rent to  Borrower  or any  other
     person, through self-help and without judicial process or first obtaining a
     final judgment or giving  Borrower  notice and opportunity for a hearing on
     the validity of Bank's claim,  and remove the Collateral from such premises
     to the  premises  of Bank or any  agent of Bank,  for such time as Bank may
     require to  collect or  liquidate  the  Collateral  or (ii) have a receiver
     appointed by a court to conduct Borrower's business,  without regard to the
     adequacy of any security for  Borrower's  indebtedness  to Bank,  and enter
     upon and take  possession of Borrower's  Assets,  or any part thereof,  and
     perform any acts that may be  necessary  or proper to conserve the value of
     Borrower's  Assets and/or run  Borrower's  business as an ongoing  concern;
     and/or (iii)  require  Borrower to assemble and deliver the  Collateral  to
     Bank at a place to be designated by Bank;

e.   The right to: (i) notify Account Obligors that the Accounts Receivable have
     been  assigned  to Bank and that Bank has a Lien  therein;  and (ii) direct
     such Account  Obligors to make all payments due from them upon the Accounts
     Receivable,  directly  to Bank or to a lock box  designated  by Bank.  Bank
     shall  promptly  furnish  Borrower  with a copy of any such notice sent and
     Borrower hereby agrees that any such notice in Bank's sole discretion,  may
     be sent on Bank's stationery,  in which event, Borrower shall, upon demand,
     co-sign such notice with Bank; and

f.   The right to sell,  lease or to otherwise  dispose of all or any Collateral
     in its then  condition,  or after any further  manufacturing  or processing
     thereof,  at public or private sale or sales,  in lots or in bulk, for cash
     or on credit, all as Bank, in its sole discretion,  may deem advisable.  At
     any such sale or sales of the  Collateral,  the  Collateral  need not be in
     view of those present and  attending the sale,  nor at the same location at
     which the sale is being  conducted.  Bank  shall  have the right to conduct
     such sales on Borrower's  premises or elsewhere and shall have the right to
     use  Borrower's  premises  without  charge  for such sales for such time or
     times as Bank may see fit. Bank is hereby  granted a license or other right
     to use, without charge, Borrower's labels, patents,  copyrights,  rights of
     use of any name,  trade secrets,  trade names,  trademarks and  advertising
     matter,  or  any  property  of a  similar  nature,  as it  pertains  to the
     Collateral,  in  advertising  for  sale  and  selling  any  Collateral  and
     Borrower's  rights under all licenses and all  franchise  agreements  shall
     inure to Bank's benefit but Bank shall have no obligations thereunder. Bank
     may purchase all or any part of the  Collateral  at public or, if permitted
     by law, private sale and, in lieu of actual payment of such purchase price,
     may  setoff  the  amount of such  price  against  amounts  due  under  this
     Agreement.  The proceeds  realized from the sale of any Collateral shall be
     applied  first  to the  costs  and  expenses,  including  attorneys'  fees,
     incurred  by  Bank  for   collection  and  for   acquisition,   completion,
     protection,  removal,  storage,  sale and delivery of the  Collateral;  and
     second to amounts due under this Agreement.  Bank shall account to Borrower
     for any  surplus.  If any  deficiency  shall arise,  Borrower  shall remain
     liable to Bank therefor.

g.   Appointment  of Receiver.  Borrower  agrees that in addition to any and all
     remedies, rights, privileges and benefits contained in this Agreement or in
     the Note and other Loan Documents, or available at law, or in equity, or by
     statute, upon the occurrence of an Event of Default herein, Borrower agrees
     and  stipulates  that any court of  competent  jurisdiction  may  appoint a
     receiver to operate and manage the business of Borrower.

10.3 Disclaimer. Whether or not Bank elects to employ any or all of the remedies
available to it upon the  occurrence  of an Event of Default,  Bank shall not be
liable for: (i) payment of any reasonable  expense  incurred in connection  with
the  exercise  of any remedy  available  to Bank,  and (ii) the  performance  or
non-performance of any other obligations of Borrower.

10.4 Costs and Expenses. Upon the occurrence of any Event of Default, Bank shall
be entitled to recover all reasonable  costs,  expenses,  and attorneys' fees in
connection with  administering  or enforcing this  Agreement,  whether or not an
action is filed.

11.      MISCELLANEOUS

11.1  GAAP.  Except  as  otherwise  stated  in  this  Agreement,  all  financial
information provided to Bank and all financial covenants will be made under GAAP
consistently applied.

11.2 Personal  Jurisdiction.  BORROWER HEREBY  IRREVOCABLY AGREES THAT ANY LEGAL
ACTION OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR ANY OF THE  AGREEMENTS,
DOCUMENTS OR INSTRUMENTS  DELIVERED IN CONNECTION HEREWITH MAY BE BROUGHT IN THE
COURTS OF THE  STATE OF  CALIFORNIA  AND,  BY  EXECUTION  AND  DELIVERY  HEREOF,
BORROWER  ACCEPTS AND  CONSENTS  TO, FOR ITSELF AND IN RESPECT OF ITS  PROPERTY,
GENERALLY AND  UNCONDITIONALLY,  THE  JURISDICTION  OF THE AFORESAID  COURTS AND
AGREES  THAT SUCH  JURISDICTION  SHALL BE  EXCLUSIVE,  UNLESS  WAIVED BY BANK IN
WRITING,  WITH RESPECT TO ANY ACTION OR PROCEEDING  BROUGHT BY BORROWER  AGAINST
BANK. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BANK TO BRING PROCEEDINGS  AGAINST
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. BORROWER HEREBY WAIVES, TO THE
FULL  EXTENT  PERMITTED  BY LAW,  ANY RIGHT TO STAY OR TO DISMISS  ANY ACTION OR
PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS.

11.3 Successors and Assigns.  This Agreement is binding on Borrower's and Bank's
successors and assignees.  Borrower agrees that it may not assign this Agreement
without Bank's prior written consent.

11.4  Severability;  Waivers.  If any part of this Agreement is not enforceable,
the rest of the  Agreement  may be  enforced.  No failure on the part of Bank to
exercise,  and no delay in exercising,  any right,  power,  or remedy under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise thereof or the exercise of any other right. Any consent or waiver under
this  Agreement must be in writing.  If Bank waives a default,  it may enforce a
later default.

11.5 Costs and Expenses.  In addition to the recovery of costs and expenses upon
an occurrence of an Event of Default, if Bank incurs expenses in connection with
the preparation,  administration,  or enforcement,  of this Agreement,  Borrower
shall pay Bank all such reasonable costs and reasonable attorneys' fees.

11.6  Appointment of Bank as Attorney in Fact.  Until all the  obligations  have
been paid in full,  Borrower  irrevocably  appoints Bank as its attorney in fact
and authorizes and empowers it to endorse and affix  Borrower's  name to or upon
any check,  draft, note,  instrument or other writing relating to the collection
of Accounts Receivable,  or relating to any other Collateral,  or upon any check
or other instrument given in payment  thereof,  or upon any omitted  assignment,
notification  of  assignment,  demand  or  auditor's  verification  relating  to
Collateral and upon all other  instruments  and writings  required to assert and
protect Bank's rights in the Collateral. Bank shall not exercise the appointment
as  provided  in  this  Section  except  upon  the  occurrence  and  during  the
continuance of an Event of Default.

11.7 Entire  Agreement.  This Agreement,  the Note, and any related  security or
     other   agreements   required   by   this   Agreement, collectively:

a.   represent the sum of the  understandings  and  agreements  between Bank and
     Borrower concerning this Agreement;

b.   replace  any prior oral or written  agreements  between  Bank and  Borrower
     concerning this credit;

c.   are  intended by Bank and  Borrower as the final,  complete  and  exclusive
     statement of the terms agreed to by them; and

d.   any alteration or amendment to this Agreement shall not be effective unless
     given in writing and signed by an authorized person of the party or parties
     sought to be changed or bound by the alteration or amendment.

     In the  event  of  any  conflict  between  this  Agreement  and  any  other
agreements required by this Agreement, this Agreement will prevail.

11.8 Notices.  Except as otherwise  provided herein,  all notices required under
this  Agreement  shall be  personally  delivered  or sent by first  class  mail,
postage prepaid, to the addresses on the signature page of this Agreement, or to
such other  addresses  as Bank and  Borrower  may  specify  from time to time in
writing.

11.9 Headings. Article and section headings are for reference only and shall not
affect the interpretation or meaning of any provisions of this Agreement.

11.10  Counterparts.  This Agreement may be executed in as many  counterparts as
necessary or convenient,  and by the different parties on separate  counterparts
each of  which,  when so  executed,  shall be deemed  an  original  but all such
counterparts shall constitute but one and the same agreement.

11.11 Further Assurances.  Borrower shall, at its expense and without expense to
Bank,  do, execute and deliver such further acts and documents as Bank from time
to time  reasonably  requires  for the  assuring  to Bank the rights  created or
intended to be created by this  Agreement,  the perfection or priority of Bank's
Liens, and for carrying out the intention or facilitating the performance of the
terms of this  Agreement  or any  document  executed  in  connection  with  this
Agreement.

11.12  Singular/Plural.  Terms  defined  in the  singular  shall also have their
meanings in the plural as the context of this Agreement requires.

11.13 Revival  Clause.  If any of the payments of money or transfers of property
made to Bank by  Borrower  hereunder  or under the Note  should  for any  reason
subsequently be declared to be "fraudulent"  or a "voidable  preference"  within
the meaning of any state or federal  law  relating  to  fraudulent  conveyances,
preferential, or otherwise voidable or recoverable, in whole or in part, for any
reason,   under  the  Bankruptcy   Code  or  any  other  federal  or  state  law
(collectively referred to herein as "Voidable Transfers"),  and Bank is required
to repay or restore the amount of any such  Voidable  Transfers,  or any portion
thereof, then, as to the amount repaid or restored pursuant to any such Voidable
Transfer  (including  all costs,  expenses and  attorneys'  fees of Bank related
thereto,   including,   without   limitation,   relief   from  stay  or  similar
proceedings),   the  liability  of  Borrower  shall  automatically  be  revived,
reinstated  and  restored in such  amount or amounts,  and shall exist as though
such Voidable Transfer had never been made to Bank.  Nothing set forth herein is
an admission that any such Voidable  Transfer has occurred.  Borrower  expressly
acknowledges  that Bank may rely upon  advice of  counsel,  and if so advised by
counsel, may settle, without defending, any action to avoid any alleged Voidable
Transfer,  and that upon  settlement,  Borrower  shall  again be liable  for any
deficiency resulting from such settlement as provided in this Section.

11.14  Survival of  Representations  and  Warranties.  All  representations  and
warranties of the Borrower contained herein or in any other Loan Document, or in
any  certificate  or other  writing  delivered  by or on behalf of the  Borrower
pursuant to any Loan  Document,  will survive the making of each advance and the
execution  and delivery of the Loan  Documents,  and have been or will be relied
upon by Bank, notwithstanding any investigation made by Bank or on its behalf.

11.15  Provisional  Remedies.  Nothing  contained  in this  Agreement  shall  be
construed  to limit any right that Bank may have under this  Agreement or at law
to exercise any  provisional  remedies that it may have under this  Agreement or
any of the  Loan  Documents  as a  result  of any  Event  of  Default  hereunder
(including,  without limitation, the right to conduct a non-judicial foreclosure
sale, the right to seize any personal property  collateral and the right to seek
the appointment of a receiver).

11.16  Confidentiality.  In handling any  confidential  information,  Bank shall
exercise  the same  degree of care that it  exercises  with  respect  to its own
proprietary  information  and  agrees to  maintain  the  confidentiality  of any
non-public  information  received  pursuant  to  this  Agreement,   except  that
disclosures  of  such  information  may be  made:  (a) to  the  subsidiaries  or
Affiliates of Bank in  connection  with their  present or  prospective  business
relations  with Borrower;  (b) to  prospective  transferees or purchasers of any
interest  in the  Line  of  Credit,  provided  that  they  have  entered  into a
comparable  confidentiality  agreement in favor of Borrower and have delivered a
copy to Borrower; (c) as required by law, regulations,  rule or order, subpoena,
judicial order or similar order;  (d) as may be required in connection  with the
examination,  audit or similar  investigation  of Bank; and (e) as Bank may deem
appropriate  in  connection  with  the  exercise  of  any  remedies   hereunder.
Confidential  information thereunder shall not include information that either :
(i) is in the  public  domain or in the  knowledge  or  possession  of Bank when
disclosed to Bank, or becomes part of the public domain after disclosure to Bank
through no fault of Bank;  or (ii) is disclosed to Bank by a third party that is
not prohibited from disclosing such information.

11.17 Joint and Several Liability.  Notwithstanding  how Line of Credit advances
and repayments may be allocated among the entities comprising the Borrower, each
entity  comprising  Borrower  has joint and  several  liability  to Bank for all
obligations of Borrower under the Loan Documents.

     This  Agreement  is  executed as of the date stated at the top of the first
page.
ICON INCOME FUND EIGHT B L.P.,                  CALIFORNIA BANK & TRUST,
a Delaware limited partnership                  a California banking corporation
By: ICON CAPITAL CORP., its general partner

                                                By:      /s/ J. Michael Sullivan
         By: /s/ Thomas W. Martin               Name:    J. Michael Sullivan
             --------------------
             Thomas W. Martin                   Title:   Vice President and
             Executive Vice President and       Relationship Manager
             Chief Financial Officer

Address where notices are to be sent:      Address where notices are to be sent:

ICON INCOME FUND EIGHT B L.P.                   South Bay Commercial Banking
c/o ICON Capital Corp. its general partner      1690 South El Camino Real
100 Fifth Avenue, 10th Floor                    San Mateo, CA 94402
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739

                     SIGNATURES CONTINUED ON FOLLOWING PAGES

ICON INCOME FUND NINE, LLC,
a Delaware limited liability company
By:      ICON CAPITAL CORP.,        its manager

         By: /s/ Thomas W. Martin
              Thomas W. Martin
              Executive Vice President and
             Chief Financial Officer

Address where notices are to be sent:

ICON INCOME FUND NINE, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739

                           ICON INCOME FUND TEN, LLC,
                      a Delaware limited liability company

By:      ICON CAPITAL CORP., its manager

         By: /s/ Thomas W. Martin
                  Thomas W. Martin
                  Executive Vice President and
                  Chief Financial Officer

Address where notices are to be sent:

ICON INCOME FUND TEN, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739

                     SIGNATURES CONTINUED ON FOLLOWING PAGE

ICON LEASING FUND ELEVEN, LLC,
a Delaware limited liability company
By:      ICON CAPITAL CORP., its manager

         By: /s/ Thomas W. Martin
                  Thomas W. Martin
                  Executive Vice President and
                  Chief Financial Officer

Address where notices are to be sent:

ICON LEASING FUND ELEVEN, LLC
c/o ICON Capital Corp. its manager
100 Fifth Avenue, 10th Floor
New York, NY 10011
Attention:  General Counsel
Attention:  Thomas W. Martin, CFO
Facsimile No.:  (212) 418-4739