-----------------------------
                                                                    OMB APPROVAL
                                                   -----------------------------
                                                   -----------------------------
                                                        OMB Number:    3235-0060
                                                        Expires:January 31, 2008
                                                        Estimated average burden
                                                        hours per response  38.0
                                                   -----------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

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

       Date of Report (date of earliest event reported): January 17, 2006


                          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, 4th 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.

     On January 17, 2006, ICON Leasing Fund Eleven,  LLC ("Fund Eleven") entered
into a Purchase and Sale Agreement by and among ICON Capital Corp.,  the manager
of Fund Eleven ("ICON Capital"),  ICON Canada Inc., an affiliate of ICON Capital
("ICON Canada" and,  together with ICON Capital,  "ICON"),  and Fund Eleven (the
"Purchase  and Sale  Agreement"),  pursuant  to which Fund  Eleven has agreed to
acquire  substantially  all of the  equipment  leasing  portfolio and assume the
liabilities  related  thereto (the  "Leasing  Portfolio")  of Clearlink  Capital
Corporation, a financial services provider based in Mississauga, Ontario, Canada
("Clearlink").   The  Leasing  Portfolio  is  comprised  mainly  of  information
technology and technology-related  equipment.  Simultaneously with the execution
of the  Purchase  and  Sale  Agreement,  ICON  entered  into an  agreement  with
Clearlink  pursuant to which ICON agreed,  among other  things,  to purchase the
Leasing  Portfolio  from  Clearlink and assume the  non-recourse  debt and other
obligations related thereto.

     Pursuant to the terms of the Purchase and Sale Agreement,  Fund Eleven will
acquire  the  Leasing  Portfolio,  which  has  an  original  equipment  cost  of
approximately CDN$298,000,000, for approximately CDN$175,000,000 in cash and the
assumption of non-recourse  debt and other  obligations  related thereto,  which
amount  will be  adjusted  at the  closing of the  transaction  to  reflect  the
composition of the Leasing Portfolio at closing.  As an inducement for Clearlink
to enter into the agreement  between ICON and Clearlink,  Fund Eleven executed a
side letter  acknowledging to Clearlink that Clearlink is relying on Fund Eleven
purchasing the Leasing  Portfolio  pursuant to the Purchase and Sale  Agreement.
The closing of the acquisition of the Leasing  Portfolio is subject to customary
closing   conditions  and  the  approval  of  the   transaction  by  Clearlink's
shareholders.  It is anticipated  that the closing will occur prior to March 31,
2006.

     The Purchase and Sale  Agreement is being filed  pursuant to Item 9.01. The
foregoing  description of the Purchase and Sale Agreement does not purport to be
complete  and is  qualified in its entirety by the text of the Purchase and Sale
Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.


ITEM 9.01 Financial Statements and Exhibits.

(d)      Exhibits

     99.1  Purchase and Sale  Agreement,  dated as of January 17,  2006,  by and
among ICON Capital Corp., ICON Canada Inc., and ICON Leasing Fund Eleven, LLC.


                                   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 hereunto duly authorized.


                                       ICON LEASING FUND ELEVEN, LLC
                                       By:  ICON CAPITAL CORP., its Manager


Dated:  January 19, 2006               By:/s/ Thomas W. Martin
                                          ---------------------
                                         Thomas W. Martin
                                         Executive Vice President


<PAGE>


Exhibit 99.1


                           PURCHASE AND SALE AGREEMENT




                                  by and among


             ICON CAPITAL CORP. and ICON CANADA INC., as the Seller


                                       and


                     ICON LEASING FUND ELEVEN, as the Buyer




                                January 17, 2006


<PAGE>


                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT  (this  "Agreement") is entered into as of
January 17, 2006, by and among ICON CAPITAL  CORP.,  ICON CANADA INC.  (together
with ICON Capital Corp.,  the "Seller"),  and ICON LEASING FUND ELEVEN,  LLC and
its designees (collectively, the "Buyer").

                                    RECITALS

     WHEREAS, the Seller desires to sell, assign, transfer,  convey, and deliver
or cause the sale,  assignment,  transfer,  conveyance,  and delivery of certain
lease  assets and  certain  rights  described  on Exhibit A hereto  (the  "Lease
Assets") and assign or cause the assignment of certain  liabilities  and certain
obligations  related to the Lease  Assets  described  on  Exhibit B hereto  (the
"Assumed Liabilities") to the Buyer and the Buyer desires to purchase such Lease
Assets and assume the Assumed Liabilities.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the Seller and the Buyer hereby
agree as follows:

     1. Definitions.  Terms used, but not otherwise  defined herein,  shall have
the meanings set forth below:

"Acquisition  Agreement" means the acquisition  agreement between the Seller and
the Third Party Seller.

"Damages"  means any and all  losses,  charges,  claims,  damages,  liabilities,
obligations, judgments, settlements, fines, penalties, awards, demands, offsets,
reasonable out-of-pocket costs, expenses, and reasonable legal fees.

"Liens"  means  any  encumbrance,   mortgage,  pledge,  lien,  charge,  security
interest,  hypothecation,  restriction, option, adverse claim or right of others
of any  kind  upon  any  property  or  assets,  or upon the  income  or  profits
therefrom,  any  arrangement or agreement which prohibits the creation of any of
the foregoing, or any conditional sales contract or similar arrangement.

"Permitted  Liens"  means Liens as expressly  permitted  by the lease  documents
included  in the  Lease  Assets  and the  Liens of the  lenders  under  the loan
documents included in the Assumed Liabilities.

"Third Party  Seller"  means the entities  from which the Buyer is acquiring the
Lease Assets and assuming the Assumed Liabilities.

"Transaction  Documents"  means:  (i) bills of sale in the forms of Exhibits C-1
and C-2 attached  hereto,  assignment and  assumption  agreements in the form of
Exhibits D-1 and D-2 attached hereto and (ii) all other  agreements,  documents,
certificates or instruments being delivered pursuant to this Agreement.

                                        2
<PAGE>

"U.S. Lease Assets" means the Lease Assets located in the United States.

     2. Purchase and Sale of the Lease Assets.

     (a) Subject to the terms and conditions of this Agreement, the Seller shall
sell,  assign,  transfer,  convey and  deliver,  or cause to be sold,  assigned,
transferred,  conveyed and delivered,  to the Buyer,  at the Closing (as defined
below),  free and clear of all Liens except  Permitted  Liens, the Lease Assets,
and the Buyer shall purchase, acquire, and accept such Lease Assets.

     (b) Subject to the terms and provisions of this Agreement, the Seller shall
transfer or cause to be  transferred,  and the Buyer shall  assume,  the Assumed
Liabilities.

     3. Deposit. Upon execution and delivery of this Agreement,  the Buyer shall
pay to the Seller  CDN$1,000,000  (or its United States dollar  equivalent) (the
"Deposit"), which will be paid by the Seller to BNY Trust Company of Canada (the
"Escrow  Agent")  pursuant to an escrow  agreement  among the Escrow Agent,  the
Seller, and the Third Party Seller the "Escrow Agreement").  The Deposit will be
held and released by the Escrow Agent  pursuant to the terms and  conditions  of
the Escrow  Agreement,  which  provides that the Deposit will be released on the
Closing Date.

     4.  Purchase  Price.  The  purchase  price  for the  Lease  Assets  and the
assumption of the Assumed Liabilities will be CDN$174,947,416.97  (the "Purchase
Price"),  subject to adjustment pursuant to the Acquisition Agreement. The Buyer
shall pay the cash portion of the Purchase Price by wire transfer of immediately
available  funds to an account that has been designated in writing by the Seller
not less than three (3) business days prior to the Closing Date.

     5.  Closing  and  Closing  Date.  Unless  this  Agreement  shall  have been
terminated and the transactions herein contemplated shall have been abandoned in
accordance  with the  provisions  of  Section  11  hereof,  the  closing  of the
transactions  contemplated by this Agreement (the "Closing") shall take place at
10:00  a.m.  (New  York  time) on the  date of the  closing  of the  Acquisition
Agreement (such date, the "Closing Date").

     6.  Closing  Deliveries.  At the  Closing  or such  earlier  date as may be
provided  in this  Agreement,  (i) the  Seller  shall  deliver,  or  cause to be
delivered,  to the Buyer all of the items listed in Annex A-1 and (ii) the Buyer
will deliver to the Seller all of the items listed in Annex A-2.

     7.  Representations  and  Warranties  of  the  Seller.  The  Seller  hereby
represents and warrants to the Buyer as follows:

     (a) The Seller is duly organized,  validly  existing,  and in good standing
under the laws of the  jurisdiction  of its  organization.  The  Seller  has all
requisite  power  and  authority  (i) to  enter  into  this  Agreement  and  the
Transaction  Documents and (ii) to carry out the  transactions  contemplated  in
this Agreement and each Transaction Document to which the Seller is or will be a
party.

                                       3
<PAGE>

     (b) This Agreement and each Transaction  Document to which the Seller is or
will be a party has been or will be, as  applicable,  duly and validly  executed
and delivered by the Seller and, assuming such agreements  constitute the legal,
valid and binding  obligations of the Buyer,  constitute or will constitute,  as
applicable,  the legal, valid and binding agreements of the Seller,  enforceable
against the Seller in accordance with their terms, except as such enforceability
may be limited by applicable  bankruptcy,  insolvency and similar laws affecting
creditors' rights generally and general principles of equity (whether considered
in a proceeding in equity or at law).

     (c) Neither the execution and delivery by the Seller of this  Agreement and
of each Transaction  Document to which it will be a party nor the performance by
the  Seller  of  its  obligations   hereunder,   nor  the  consummation  of  the
transactions  contemplated  hereby or thereby will violate or conflict  with any
law or any order,  writ,  injunction,  decree,  rule or regulation of any court,
administrative agency or any other governmental entity.

     (d) At Closing, the Seller will have good and marketable indefeasible title
to the U.S. Lease Assets except for Permitted Liens, and the Seller shall be the
sole owner of all the Lease Assets except for Permitted  Liens,  and there shall
have been no other sale, assignment,  encumbrance or pledge thereof,  except for
Permitted Liens,  and immediately upon the transfer and assignment  contemplated
by this Agreement, the Buyer will have good and marketable indefeasible title to
the U.S. Lease Assets except for Permitted  Liens, and will be the sole owner of
all the Lease Assets, free and clear of all Liens except for Permitted Liens.

     (e) ICON Canada Inc. is  registered  for purposes of the goods and services
tax and the  harmonized  sales tax as levied under Part IX of the Excise Tax Act
(Canada) and Quebec sales tax as levied under Quebec sales tax laws,  rules, and
regulations.  No  withholding  will be required under Section 1445 of the United
States  Internal  Revenue  Code of 1986,  as  amended,  in  connection  with the
transactions contemplated hereunder.

     8.  Representations  and Warranties of the Buyer.  The Buyer represents and
warrants to the Seller as follows:

     (a) The Buyer is duly  organized,  validly  existing,  and in good standing
under  the laws of the  jurisdiction  of its  organization.  The  Buyer  has all
requisite  power  and  authority  (i) to  enter  into  this  Agreement  and  the
Transaction  Documents and (ii) to carry out the  transactions  contemplated  in
this Agreement and each Transaction  Document to which the Buyer is or will be a
party.

     (b) This Agreement and each  Transaction  Document to which the Buyer is or
will be a party has been or will be, as  applicable,  duly and validly  executed
and delivered by the Buyer and,  assuming such agreements  constitute the legal,
valid and binding obligations of the Seller,  constitute or will constitute,  as
applicable,  the legal, valid and binding  agreements of the Buyer,  enforceable
against the Buyer in accordance with their terms,  except as such enforceability
may be limited by applicable  bankruptcy,  insolvency and similar laws affecting
creditors' rights generally and general principles of equity (whether considered
in a proceeding in equity or at law).

                                       4
<PAGE>

     (c) Neither the execution  and delivery by the Buyer of this  Agreement and
of each Transaction  Document to which it will be a party nor the performance by
the Buyer of its obligations hereunder, nor the consummation of the transactions
contemplated  hereby or thereby  will  violate or  conflict  with any law or any
order, writ, injunction, decree, rule or regulation of any court, administrative
agency or any other governmental entity.

     9. Taxes. The Buyer shall not require the Seller to comply,  nor assist the
Buyer to comply, with the requirements of any applicable law, rule or regulation
relating to bulk sales in connection  with the  completion  of the  transactions
contemplated by this Agreement.

     10.  Conditions  to  Closing.  The  obligations  of the Seller to close the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Closing Date of the conditions set forth on Annex B-1 and the obligations
of the Buyer to close the transactions  contemplated  hereby shall be subject to
the  fulfillment  at or prior to the Closing Date of the conditions set forth on
Annex B-2.

     11.  Termination.  This  Agreement may be terminated  and the  transactions
contemplated hereby may be abandoned at any time prior to the Closing:

     (a) By the Buyer or by the Seller, if any governmental authority shall have
issued  a final  order,  decree  or  ruling  or taken  any  other  final  action
restraining,  enjoining or otherwise  prohibiting the transactions  contemplated
hereby and such order,  decree,  ruling or other  action is or shall have become
final and nonappealable; or

     (b) By the Buyer or the Seller if the  Closing  has not  occurred by May 1,
2006.

     12.  Survival.  All of the  representations  and warranties,  covenants and
agreements of the Seller and the Buyer contained in this Agreement shall survive
the Closing Date.

     13. Recourse.  The Buyer agrees that it shall not seek recourse against the
Seller  with  respect  to  any  Damages  with  respect  to  any  breach  of  any
representation,  warranty,  covenant  or  agreement  of the  Seller  under  this
Agreement if the Buyer has recourse  against the Third Party Seller for the same
Damages.

     14.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  parties  hereto and their  respective  successors  and
permitted assigns.

     15.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
independent and severable, and a determination of invalidity or unenforceability
of any one  provision  or  portion  thereof  shall not affect  the  validity  or
enforceability of any other provision hereof.

     16.  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND  INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS  MADE AND TO BE
PERFORMED  THEREIN,  WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAWS  PROVISIONS
THEREOF.

                                       5
<PAGE>

     17. Further Assurances.  The Seller and the Buyer shall execute and deliver
all such further instruments and documents as may be reasonably requested by the
other party in order to carry out fully the intent and  accomplish  the purposes
of this Agreement.

     18.  Amendments.  This  Agreement  may not be altered,  modified or amended
except  by  a  writing  signed  by  the  party  against  whom  such  alteration,
modification or amendment is sought to be enforced.

     19.  Entire  Agreement.  This  Agreement,  together  with  the  Transaction
Documents and all Annexes and Exhibits hereto or thereto, constitutes the entire
agreement and understanding between the Buyer and the Seller with respect to its
subject  matter  and  supersedes  all  prior  agreements,   understandings   and
representations between the Buyer and the Seller, whether oral or written.

     20.  Headings.  The  descriptive  headings  contained in this Agreement are
included for the  convenience  of reference only and shall not in any way affect
the meaning or interpretation of this Agreement.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, but all of such counterparts together shall constitute one and the
same agreement.

                [The remainder of this page is left intentionally
                        blank. Signature page follows.]

                                       6
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed as of the date first above written.



                       ICON CAPITAL CORP.




                       By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer



                       ICON CANADA INC.




                       By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer






                       ICON LEASING FUND ELEVEN, LLC




                        By:     ICON Capital Corp., its Manager

                                  By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer

                                       7
[{"type": "8-K", "sequence": "1", "filename": "icon.txt", "secsgml_size_bytes": 21352}]
{"company-data": {"conformed-name": "ICON Leasing Fund Eleven, LLC", "cik": "0001312910", "assigned-sic": "7359", "irs-number": "201979428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-121790", "film-number": "06537940"}, "business-address": {"street1": "100 FIFTH AVENUE", "street2": "TENTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2124184700"}, "mail-address": {"street1": "100 FIFTH AVENUE", "street2": "TENTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10011"}}
-----------------------------
                                                                    OMB APPROVAL
                                                   -----------------------------
                                                   -----------------------------
                                                        OMB Number:    3235-0060
                                                        Expires:January 31, 2008
                                                        Estimated average burden
                                                        hours per response  38.0
                                                   -----------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

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

       Date of Report (date of earliest event reported): January 17, 2006

                          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, 4th 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.

     On January 17, 2006, ICON Leasing Fund Eleven,  LLC ("Fund Eleven") entered
into a Purchase and Sale Agreement by and among ICON Capital Corp.,  the manager
of Fund Eleven ("ICON Capital"),  ICON Canada Inc., an affiliate of ICON Capital
("ICON Canada" and,  together with ICON Capital,  "ICON"),  and Fund Eleven (the
"Purchase  and Sale  Agreement"),  pursuant  to which Fund  Eleven has agreed to
acquire  substantially  all of the  equipment  leasing  portfolio and assume the
liabilities  related  thereto (the  "Leasing  Portfolio")  of Clearlink  Capital
Corporation, a financial services provider based in Mississauga, Ontario, Canada
("Clearlink").   The  Leasing  Portfolio  is  comprised  mainly  of  information
technology and technology-related  equipment.  Simultaneously with the execution
of the  Purchase  and  Sale  Agreement,  ICON  entered  into an  agreement  with
Clearlink  pursuant to which ICON agreed,  among other  things,  to purchase the
Leasing  Portfolio  from  Clearlink and assume the  non-recourse  debt and other
obligations related thereto.

     Pursuant to the terms of the Purchase and Sale Agreement,  Fund Eleven will
acquire  the  Leasing  Portfolio,  which  has  an  original  equipment  cost  of
approximately CDN$298,000,000, for approximately CDN$175,000,000 in cash and the
assumption of non-recourse  debt and other  obligations  related thereto,  which
amount  will be  adjusted  at the  closing of the  transaction  to  reflect  the
composition of the Leasing Portfolio at closing.  As an inducement for Clearlink
to enter into the agreement  between ICON and Clearlink,  Fund Eleven executed a
side letter  acknowledging to Clearlink that Clearlink is relying on Fund Eleven
purchasing the Leasing  Portfolio  pursuant to the Purchase and Sale  Agreement.
The closing of the acquisition of the Leasing  Portfolio is subject to customary
closing   conditions  and  the  approval  of  the   transaction  by  Clearlink's
shareholders.  It is anticipated  that the closing will occur prior to March 31,
2006.

     The Purchase and Sale  Agreement is being filed  pursuant to Item 9.01. The
foregoing  description of the Purchase and Sale Agreement does not purport to be
complete  and is  qualified in its entirety by the text of the Purchase and Sale
Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d)      Exhibits

     99.1  Purchase and Sale  Agreement,  dated as of January 17,  2006,  by and
among ICON Capital Corp., ICON Canada Inc., and ICON Leasing Fund Eleven, LLC.

                                   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 hereunto duly authorized.

                                       ICON LEASING FUND ELEVEN, LLC
                                       By:  ICON CAPITAL CORP., its Manager

Dated:  January 19, 2006               By:/s/ Thomas W. Martin
                                          ---------------------
                                         Thomas W. Martin
                                         Executive Vice President
Exhibit 99.1

                           PURCHASE AND SALE AGREEMENT

                                  by and among

             ICON CAPITAL CORP. and ICON CANADA INC., as the Seller

                                       and

                     ICON LEASING FUND ELEVEN, as the Buyer

                                January 17, 2006
PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT  (this  "Agreement") is entered into as of
January 17, 2006, by and among ICON CAPITAL  CORP.,  ICON CANADA INC.  (together
with ICON Capital Corp.,  the "Seller"),  and ICON LEASING FUND ELEVEN,  LLC and
its designees (collectively, the "Buyer").

                                    RECITALS

     WHEREAS, the Seller desires to sell, assign, transfer,  convey, and deliver
or cause the sale,  assignment,  transfer,  conveyance,  and delivery of certain
lease  assets and  certain  rights  described  on Exhibit A hereto  (the  "Lease
Assets") and assign or cause the assignment of certain  liabilities  and certain
obligations  related to the Lease  Assets  described  on  Exhibit B hereto  (the
"Assumed Liabilities") to the Buyer and the Buyer desires to purchase such Lease
Assets and assume the Assumed Liabilities.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the Seller and the Buyer hereby
agree as follows:

     1. Definitions.  Terms used, but not otherwise  defined herein,  shall have
the meanings set forth below:

"Acquisition  Agreement" means the acquisition  agreement between the Seller and
the Third Party Seller.

"Damages"  means any and all  losses,  charges,  claims,  damages,  liabilities,
obligations, judgments, settlements, fines, penalties, awards, demands, offsets,
reasonable out-of-pocket costs, expenses, and reasonable legal fees.

"Liens"  means  any  encumbrance,   mortgage,  pledge,  lien,  charge,  security
interest,  hypothecation,  restriction, option, adverse claim or right of others
of any  kind  upon  any  property  or  assets,  or upon the  income  or  profits
therefrom,  any  arrangement or agreement which prohibits the creation of any of
the foregoing, or any conditional sales contract or similar arrangement.

"Permitted  Liens"  means Liens as expressly  permitted  by the lease  documents
included  in the  Lease  Assets  and the  Liens of the  lenders  under  the loan
documents included in the Assumed Liabilities.

"Third Party  Seller"  means the entities  from which the Buyer is acquiring the
Lease Assets and assuming the Assumed Liabilities.

"Transaction  Documents"  means:  (i) bills of sale in the forms of Exhibits C-1
and C-2 attached  hereto,  assignment and  assumption  agreements in the form of
Exhibits D-1 and D-2 attached hereto and (ii) all other  agreements,  documents,
certificates or instruments being delivered pursuant to this Agreement.

                                        2
"U.S. Lease Assets" means the Lease Assets located in the United States.

     2. Purchase and Sale of the Lease Assets.

     (a) Subject to the terms and conditions of this Agreement, the Seller shall
sell,  assign,  transfer,  convey and  deliver,  or cause to be sold,  assigned,
transferred,  conveyed and delivered,  to the Buyer,  at the Closing (as defined
below),  free and clear of all Liens except  Permitted  Liens, the Lease Assets,
and the Buyer shall purchase, acquire, and accept such Lease Assets.

     (b) Subject to the terms and provisions of this Agreement, the Seller shall
transfer or cause to be  transferred,  and the Buyer shall  assume,  the Assumed
Liabilities.

     3. Deposit. Upon execution and delivery of this Agreement,  the Buyer shall
pay to the Seller  CDN$1,000,000  (or its United States dollar  equivalent) (the
"Deposit"), which will be paid by the Seller to BNY Trust Company of Canada (the
"Escrow  Agent")  pursuant to an escrow  agreement  among the Escrow Agent,  the
Seller, and the Third Party Seller the "Escrow Agreement").  The Deposit will be
held and released by the Escrow Agent  pursuant to the terms and  conditions  of
the Escrow  Agreement,  which  provides that the Deposit will be released on the
Closing Date.

     4.  Purchase  Price.  The  purchase  price  for the  Lease  Assets  and the
assumption of the Assumed Liabilities will be CDN$174,947,416.97  (the "Purchase
Price"),  subject to adjustment pursuant to the Acquisition Agreement. The Buyer
shall pay the cash portion of the Purchase Price by wire transfer of immediately
available  funds to an account that has been designated in writing by the Seller
not less than three (3) business days prior to the Closing Date.

     5.  Closing  and  Closing  Date.  Unless  this  Agreement  shall  have been
terminated and the transactions herein contemplated shall have been abandoned in
accordance  with the  provisions  of  Section  11  hereof,  the  closing  of the
transactions  contemplated by this Agreement (the "Closing") shall take place at
10:00  a.m.  (New  York  time) on the  date of the  closing  of the  Acquisition
Agreement (such date, the "Closing Date").

     6.  Closing  Deliveries.  At the  Closing  or such  earlier  date as may be
provided  in this  Agreement,  (i) the  Seller  shall  deliver,  or  cause to be
delivered,  to the Buyer all of the items listed in Annex A-1 and (ii) the Buyer
will deliver to the Seller all of the items listed in Annex A-2.

     7.  Representations  and  Warranties  of  the  Seller.  The  Seller  hereby
represents and warrants to the Buyer as follows:

     (a) The Seller is duly organized,  validly  existing,  and in good standing
under the laws of the  jurisdiction  of its  organization.  The  Seller  has all
requisite  power  and  authority  (i) to  enter  into  this  Agreement  and  the
Transaction  Documents and (ii) to carry out the  transactions  contemplated  in
this Agreement and each Transaction Document to which the Seller is or will be a
party.

                                       3
(b) This Agreement and each Transaction  Document to which the Seller is or
will be a party has been or will be, as  applicable,  duly and validly  executed
and delivered by the Seller and, assuming such agreements  constitute the legal,
valid and binding  obligations of the Buyer,  constitute or will constitute,  as
applicable,  the legal, valid and binding agreements of the Seller,  enforceable
against the Seller in accordance with their terms, except as such enforceability
may be limited by applicable  bankruptcy,  insolvency and similar laws affecting
creditors' rights generally and general principles of equity (whether considered
in a proceeding in equity or at law).

     (c) Neither the execution and delivery by the Seller of this  Agreement and
of each Transaction  Document to which it will be a party nor the performance by
the  Seller  of  its  obligations   hereunder,   nor  the  consummation  of  the
transactions  contemplated  hereby or thereby will violate or conflict  with any
law or any order,  writ,  injunction,  decree,  rule or regulation of any court,
administrative agency or any other governmental entity.

     (d) At Closing, the Seller will have good and marketable indefeasible title
to the U.S. Lease Assets except for Permitted Liens, and the Seller shall be the
sole owner of all the Lease Assets except for Permitted  Liens,  and there shall
have been no other sale, assignment,  encumbrance or pledge thereof,  except for
Permitted Liens,  and immediately upon the transfer and assignment  contemplated
by this Agreement, the Buyer will have good and marketable indefeasible title to
the U.S. Lease Assets except for Permitted  Liens, and will be the sole owner of
all the Lease Assets, free and clear of all Liens except for Permitted Liens.

     (e) ICON Canada Inc. is  registered  for purposes of the goods and services
tax and the  harmonized  sales tax as levied under Part IX of the Excise Tax Act
(Canada) and Quebec sales tax as levied under Quebec sales tax laws,  rules, and
regulations.  No  withholding  will be required under Section 1445 of the United
States  Internal  Revenue  Code of 1986,  as  amended,  in  connection  with the
transactions contemplated hereunder.

     8.  Representations  and Warranties of the Buyer.  The Buyer represents and
warrants to the Seller as follows:

     (a) The Buyer is duly  organized,  validly  existing,  and in good standing
under  the laws of the  jurisdiction  of its  organization.  The  Buyer  has all
requisite  power  and  authority  (i) to  enter  into  this  Agreement  and  the
Transaction  Documents and (ii) to carry out the  transactions  contemplated  in
this Agreement and each Transaction  Document to which the Buyer is or will be a
party.

     (b) This Agreement and each  Transaction  Document to which the Buyer is or
will be a party has been or will be, as  applicable,  duly and validly  executed
and delivered by the Buyer and,  assuming such agreements  constitute the legal,
valid and binding obligations of the Seller,  constitute or will constitute,  as
applicable,  the legal, valid and binding  agreements of the Buyer,  enforceable
against the Buyer in accordance with their terms,  except as such enforceability
may be limited by applicable  bankruptcy,  insolvency and similar laws affecting
creditors' rights generally and general principles of equity (whether considered
in a proceeding in equity or at law).

                                       4
(c) Neither the execution  and delivery by the Buyer of this  Agreement and
of each Transaction  Document to which it will be a party nor the performance by
the Buyer of its obligations hereunder, nor the consummation of the transactions
contemplated  hereby or thereby  will  violate or  conflict  with any law or any
order, writ, injunction, decree, rule or regulation of any court, administrative
agency or any other governmental entity.

     9. Taxes. The Buyer shall not require the Seller to comply,  nor assist the
Buyer to comply, with the requirements of any applicable law, rule or regulation
relating to bulk sales in connection  with the  completion  of the  transactions
contemplated by this Agreement.

     10.  Conditions  to  Closing.  The  obligations  of the Seller to close the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Closing Date of the conditions set forth on Annex B-1 and the obligations
of the Buyer to close the transactions  contemplated  hereby shall be subject to
the  fulfillment  at or prior to the Closing Date of the conditions set forth on
Annex B-2.

     11.  Termination.  This  Agreement may be terminated  and the  transactions
contemplated hereby may be abandoned at any time prior to the Closing:

     (a) By the Buyer or by the Seller, if any governmental authority shall have
issued  a final  order,  decree  or  ruling  or taken  any  other  final  action
restraining,  enjoining or otherwise  prohibiting the transactions  contemplated
hereby and such order,  decree,  ruling or other  action is or shall have become
final and nonappealable; or

     (b) By the Buyer or the Seller if the  Closing  has not  occurred by May 1,
2006.

     12.  Survival.  All of the  representations  and warranties,  covenants and
agreements of the Seller and the Buyer contained in this Agreement shall survive
the Closing Date.

     13. Recourse.  The Buyer agrees that it shall not seek recourse against the
Seller  with  respect  to  any  Damages  with  respect  to  any  breach  of  any
representation,  warranty,  covenant  or  agreement  of the  Seller  under  this
Agreement if the Buyer has recourse  against the Third Party Seller for the same
Damages.

     14.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  parties  hereto and their  respective  successors  and
permitted assigns.

     15.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
independent and severable, and a determination of invalidity or unenforceability
of any one  provision  or  portion  thereof  shall not affect  the  validity  or
enforceability of any other provision hereof.

     16.  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND  INTERPRETED
UNDER THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS  MADE AND TO BE
PERFORMED  THEREIN,  WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAWS  PROVISIONS
THEREOF.

                                       5
17. Further Assurances.  The Seller and the Buyer shall execute and deliver
all such further instruments and documents as may be reasonably requested by the
other party in order to carry out fully the intent and  accomplish  the purposes
of this Agreement.

     18.  Amendments.  This  Agreement  may not be altered,  modified or amended
except  by  a  writing  signed  by  the  party  against  whom  such  alteration,
modification or amendment is sought to be enforced.

     19.  Entire  Agreement.  This  Agreement,  together  with  the  Transaction
Documents and all Annexes and Exhibits hereto or thereto, constitutes the entire
agreement and understanding between the Buyer and the Seller with respect to its
subject  matter  and  supersedes  all  prior  agreements,   understandings   and
representations between the Buyer and the Seller, whether oral or written.

     20.  Headings.  The  descriptive  headings  contained in this Agreement are
included for the  convenience  of reference only and shall not in any way affect
the meaning or interpretation of this Agreement.

     21.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, but all of such counterparts together shall constitute one and the
same agreement.

                [The remainder of this page is left intentionally
                        blank. Signature page follows.]

                                       6
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed as of the date first above written.

                       ICON CAPITAL CORP.

                       By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer

                       ICON CANADA INC.

                       By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer

                       ICON LEASING FUND ELEVEN, LLC

                        By:     ICON Capital Corp., its Manager

                                  By: /s/ Beaufort J.B. Clarke

                                  Name: Beaufort J.B. Clarke

                                  Title: Chairman and Chief Executive Officer

                                       7