Icon Cash Flow Partners LP Seven – ‘POS AM’ on 7/10/98

As of:  Friday, 7/10/98   ·   Accession #:  1029869-98-901   ·   File #:  33-94458

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Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Icfp"Seven" Post-Effective Amdt. No. 4"              629±  2.64M 
 2: EX-23.1     Consents of Experts and Counsel                       85    569K 

POS AM   —   Icfp”Seven” Post-Effective Amdt. No. 4”
Document Table of Contents

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 As filed with the Securities and Exchange Commission on July 10, 1998
                                         Registration No. 33-94458

---------------------------------------------------------------------------     

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1

   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ICON Cash Flow Partners L.P. Seven
(Exact name of registrant as specified in its charter)

DELAWARE
    (State or other jurisdiction of incorporation or organization)

    7394
    (Primary Standard Industrial Classification Code Number)

    13-3835387
(I.R.S. Employer Identification No.)

     600 MAMARONECK AVENUE, HARRISON, NEW YORK 10528  (914) 698-0600
   (Address, including zip code, and telephone number, including
   area code, of registrant's principal executive offices)

 BEAUFORT J. B. CLARKE
 600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
   (Name, address, including zip code, and telephone number,
    including area code, of agent for service)

This  Post-Effective   Amendment  to  the  Registration  Statement
shall                                                                           
hereafter  become  effective in accordance  with Section 8(c) of the          
Securities                                                                      
Act of 1933, as amended, or on such date as the Commission,  acting pursuant  
to                                                                              
said Section 8(c), may determine.                                             
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    PAGE 1 of ________ PAGES EXHIBIT INDEX IS ON PAGE ________

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ICON CASH FLOW PARTNERS L.P. SEVEN

   Cross Reference Sheet Required by Item 501(b) of Regulation S-K

Item Number and Caption                   Location in Prospectus                

1.    Forepart of the Registration        Cover Pages of Registration           
Statement                                                                       
Statement and Outside Front         and Prospectus                  
Cover Page of Prospectus                                            

2.    Inside Front and Outside Back       Cover Page; Back Page                 
Cover Pages of Prospectus                                           

3.    Summary Information, Risk           Summary of the Offering; Risk         
Factors                                                                         
Factors and Ratio of Earnings to                                    
Fixed Charges                                                       

4.    Use of Proceeds                     Sources and Uses of Offering          
Proceeds;                                                                       
                                       Summary of Compensation; Investment
                           Objectives and Policies

5.    Determination of Offering Price                 *                         

6.    Dilution                                  *                               

7.    Selling Security Holders                        *                         

8.    Plan of Distribution                Cover Pages; Plan of Distribution     

9.    Description of Securities to be     Cover   Pages;    Summary   of   the  
             Offering;
Registered                          Summary of the Partnership      
Agreement;                                                                      
                         Partnership Agreement

10.   Interests of Named Experts          Legal Matters; Experts                
and Counsel                                                         

11.   Information with Respect to         Summary of the Offering; Management;  
   the Registrant                      Investment Objectives and Policies;
                              Summary of the Partnership
Agreement;                                                                      
                        Financial Statements

12.   Disclosure of Commission             Fiduciary Responsibility;            
Position on Indemnification         Partnership Agreement           
for Securities Act Liabilities                                      

---------------------                                                           

*Not Applicable                                                                 

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ICON CASH FLOW PARTNERS L.P. SEVEN
 MASTER SUPPLEMENT NO. 2
 DATED JULY 10, 1998
TO PROSPECTUS DATED NOVEMBER 9, 1995

 SUMMARY

    This Master Supplement No. 2 ("Master Supplement") updates and revises the
prospectus dated November 9, 1995 (the "Prospectus") and replaces all previously
dated Supplements to the Prospectus for ICON Cash Flow Partners L.P. Seven (the 
"Partnership"). This Master Supplement forms a part of, and must be accompanied 
by the Prospectus. All cross-references are to sections of the Prospectus, and  
capitalized terms have the same definitions as those set forth in the           
Prospectus.                                                                     

The primary purposes of the Master Supplement are to:                 
* Update the Status of the Offering;                                  
* Reflect Changes in Management;                                      
* Update the Prior Performance of the Prior Public Programs;          
* Reflect Revisions to the Partnership Agreement;                     
* Update Financials of Sponsor and Partnership; and                   
* Update Other Sections                                               

EACH POTENTIAL INVESTOR SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND THIS MASTER 
SUPPLEMENT PRIOR TO SUBSCRIBING FOR UNITS IN THE PARTNERSHIP.                   

 -------------------------------

STATUS OF THE OFFERING                                                          

   The Offering commenced on November 9, 1995 (the "Effective Date") and was
originally scheduled to terminate no later than November 9, 1997, but the       
General Partner has extended the termination date so that the Offering will     
terminate no later than November 9, 1998.. However, in order to avoid modifying 
the outside termination dates for the Reinvestment Period and the Disposition   
Period, the definition of the term Reinvestment Period in the Partnership       
Agreement was revised so that the Reinvestment Period will now end on November  
9, 2002 (five (5) years from the originally scheduled offering termination date 
of November 9, 1997), subject to the discretion of the General Partner to extend
it for a further period of not more than an additional thirty-six (36) months.  
The definition of the term Disposition Period in the Partnership Agreement was  
also revised so that the Disposition Period will in no event extend beyond May  
9, 2008 (ten and one-half (10 1/2) years after the originally scheduled offering
termination date of November 9, 1997), although it is expected to terminate     
sooner. The material under the captions "SUMMARY OF THE OFFERING", "INVESTMENT  
OBJECTIVES AND POLICIES", "SUMMARY OF THE PARTNERSHIP AGREEMENT" should be      
considered revised to take these revisions into account. The Third Amended and  
Restated Agreement of Limited Partnership, attached as Exhibit A to the         
Prospectus, has been revised to reflect the aforementioned changes pursuant to  
Amendment No. 1 dated October 1, 1997.                                          

As of June 30, 1998, a number of investor closings have been held     
reflecting the sale of 837,958.34 Units ($85,793,834) to 4,136 Limited Partners 
(exclusive of the Initial Limited Partner which has withdrawn in accordance with
the procedures described in the Prospectus), which leaves a maximum of          
142,061.66 Units ($14,206,166) available for sale. In view of these closings,   
the eleventh (next to last) "bullet" risk factor on the cover page of the       
Prospectus should be considered deleted because the Minimum Offering and the    
special Pennsylvania requirement described in such material have already been   
met. In view of the above-described closings, the material in the Prospectus on 
pages 92-93 under the heading "PLAN OF DISTRIBUTION--Segregation of Subscription
Payments" should be considered amended by deleting this section in its entirety 
and replacing it with the following:                                            

    "As soon as possible after the receipt and acceptance by the Partnership
of subscriptions pending each Closing, the Partnership will admit as  
     Limited Partners all subscribers whose subscriptions have been received and
   accepted by the Partnership and the funds representing such subscriptions
    will be released from the Partnership's segregated subscription account to
  the Partnership. Thereafter, funds received through the Termination Date
 will be deposited in the Partnership's segregated subscription account.

      The General Partner will promptly accept or reject subscriptions for Units
  after its receipt of a prospective investor's Subscription Documents and
subscription funds. Subsequent to the Initial Closing Date, it is     
anticipated that Closings will be held not less frequently than twice 
    monthly (on the fifteenth and last day of each month) and as frequently as
   once a week (provided the number of Units subscribed for is sufficient to
justify the burden and expense of a                                   

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   Closing). Thereafter subscription payments would continue to be deposited
     with the Bank of New York (NJ) (or another banking institution named by the
General Partner) in a special, segregated, subscription account of the
 Partnership which will be maintained during the Offering Period for the
receipt and investment of subscription payments. At each Closing, the 
   Partnership will admit as Limited Partners, effective as of the next day,
    all subscribers whose subscriptions have been received and accepted by the
     Partnership and who are then eligible to be admitted to the Partnership and
the funds representing such subscriptions will be released from the   
Partnership's segregated subscription account to the Partnership.     

 Interest earned, if any, on subscription funds of subscribers who are
accepted and admitted to the Partnership will be remitted to the      
subscribers by the General Partner as soon as practicable after their 
admission, and shall be calculated to reflect the length of time each 
  subscribers funds were held in the Partnership's segregated subscription
account, prior to their admission."                                   

CHANGES IN MANAGEMENT                                                           

 On August 20, 1996, ICON Holdings Corp. ("ICON Holdings") acquired ICON
Capital Corp., the general partner (the "General Partner") of ICON Cash Flow    
Partners L.P. Seven, and ICON Securities Corp. (the "Dealer-Manager"). ICON     
Holdings is a joint venture between Summit Asset Holding L.L.C. ("Summit"), a   
subsidiary of a diversified financial and business services group based in the  
United Kingdom, and Warrenton Capital Partners, L.L.C. ("Warrenton"), which was 
formed by three of the founders of Griffin Equity Partners, Inc., a U.S. company
engaged in the acquisition of leases and lease portfolios. In connection with   
the acquisition, the following changes have been made in the management of the  
General Partner and the Dealer-Manager.                                         

  Peter D. Beekman, Cortes E. DeRussy, Charles Duggan and Susan H. Beekman
effective August 20, 1996 resigned their positions with the General Partner, and
Peter D. Beekman and Susan H. Beekman have resigned their positions with the    
Dealer-Manager.                                                                 

    In partial payment of the purchase price of the acquisition, ICON Holdings
issued promissory notes ("Notes") to Peter D. Beekman, the seller, which were   
guaranteed by the General Partner and the Dealer-Manager and secured by a pledge
of the capital stock of the General Partner and the Dealer-Manager held by ICON 
Holdings and by certain fees payable to the General Partner and the             
Dealer-Manager.                                                                 

   The Notes were paid in full on June 24, 1997. Peter D. Beekman's security
interest in ICON Holdings, the General Partner and the Dealer Manager was       
released.                                                                       

On May 29, 1998 Warrenton entered into a Stock Purchase Agreement with
Summit pursuant to which Summit has assigned its right to vote its shares in    
ICON Holdings to Warrenton and agreed to transfer title of its shares to        
Warrenton at a closing to be held in the future.                                

 Inasmuch as the management of ICON Holdings and the General Partner was
in the hands of Warrenton since August of 1996, the consummation of the Stock   
Purchase Agreement will not result in any change in the investment objectives or
policies of the Partnership, nor has there been any change in the terms of the  
Partnership Agreement or the plan of distribution for the Units as a result of  
this change in management.                                                      

   In view of the management changes described above, the material appearing
in the Prospectus under the heading "MANAGEMENT" on pages 44 to 46 of the       
Prospectus, other than the first two paragraphs under such heading should be    
considered replaced in their entirety by the following:                         

"The officers and directors of the General Partner are:               

                                                                [Download Table]
                                                                                    
Beaufort J. B. Clarke    Chairman, President, Chief Executive Officer and Director  
Thomas W. Martin         Executive Vice President, Treasurer and Director           
Paul B. Weiss            Executive Vice President                                   
Allen V. Hirsch          Senior Vice President                                      
Gary N. Silverhardt      Senior Vice President, Chief Financial Officer and Director
Robert W. Kohlmeyer, Jr. Senior Vice President of Operations                        
David W. Parr            Vice President, General Counsel and Assistant Secretary    
John L. Lee              Secretary                                                  

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    Beaufort J. B. Clarke, 51, became the Chairman, President, Chief Executive
Officer and Director of both the General Partner and the Dealer-Manager in      
August of 1996. Prior to his present positions, Mr. Clarke was founder,         
President and Chief Executive Officer of Griffin Equity Partners, Inc. (a       
purchaser of equipment leasing portfolios) from October 1993 through August     
1996. Previous to that time, Mr. Clarke was president of Gemini Financial       
Holdings, Inc. (an equipment leasing company) from June 1990 through September  
1993. Prior to that time, Mr. Clarke was a Vice President of AT&T Systems       
Leasing. Mr. Clarke formerly was an attorney with Shearman and Sterling and has 
over 20 years of senior management experience in the U.S. leasing industry. Mr. 
Clarke received a B.A. degree from the University of Virginia and a J.D. degree 
from the University of South Carolina.                                          

     Thomas W. Martin, 44, was appointed Executive Vice President, Treasurer and
Director of the General Partner in August of 1996. Mr. Martin also became the   
Executive Vice President and Director of the Dealer-Manager in August of 1996.  
Prior to his present positions, Mr. Martin was the Executive Vice President and 
Chief Financial Officer of Griffin Equity Partners, Inc. from October 1993 to   
August 1996. Prior to this time, Mr. Martin was Senior Vice President and a     
member of the Executive Committee of Gemini Financial Holdings from April 1992  
to October 1993 and he held the position of Vice President at Chancellor        
Corporation (an equipment leasing company) for 7 years. Mr. Martin has a B.S.   
degree from University of New Hampshire.                                        

   Paul B. Weiss, 37, became Executive Vice President of the General Partner
responsible for lease acquisitions in November of 1996. Mr. Weiss served as     
Executive Vice President and co-founder of Griffin Equity Partners, Inc. for the
period from October of 1993 through November of 1996. Prior to that time, Mr.   
Weiss was Senior Vice President of Gemini Financial Holdings, Inc. from 1991 to 
1993 and Vice President of Pegasus Capital Corporation (an equipment leasing    
company) from 1989 through 1991. Mr. Weiss has a B.A. in Economics from         
Connecticut College.                                                            

Allen V. Hirsch, 44, joined the General Partner in December of 1996 as
Senior Vice President. Mr. Hirsch also became the President and Chief Executive 
Officer of the Dealer Manager in December of 1996. Prior to joining ICON, Mr.   
Hirsch spent 16 years with PLM Financial Services and Affiliates most recently  
as President of PLM Securities Corp. for four years and he also served as the   
Vice Chairman of the Board of PLM International (an equipment leasing company)  
from May of 1989 through June of 1996. Mr. Hirsch holds a B.S. degree in Civil  
Engineering from the University of Illinois, an M.S. degree in Transportation   
from the University of Maryland and an M.B.A. from Harvard Business School.     

   Gary N. Silverhardt, 38, joined ICON in 1989. He served as Vice President
and Controller from 1989 through 1996, prior to being promoted to Chief         
Financial Officer. From 1985 to 1989 he was with Coopers & Lybrand, most        
recently as an Audit Supervisor. Prior to 1985, Mr. Silverhardt was employed by 
Katz, Schneeberg & Co. He received a B.S. degree from the State University of   
New York at New Paltz and is a Certified Public Accountant.                     

     Robert W. Kohlmeyer, Jr., 36, was appointed Vice President of Operations of
the General Partner in August of 1996. Prior to joining ICON, Mr. Kohlmeyer was 
President of Corporate Capital Services, an investment banking firm, which he   
founded in March 1993. Prior to that time, Mr. Kohlmeyer held the title of Vice 
President with Gemini Financial Holdings from September 1991 to February 1993.  
Mr. Kohlmeyer has a B.B.A. degree from Texas Christian University.              

     David W. Parr, 41, became Vice President and General Counsel of the General
Partner in September of 1996 and is the Assistant Secretary of the Dealer       
Manager. Prior to joining ICON, Mr. Parr was Vice President, Clerk and General  
Counsel of Chancellor Corporation from June of 1990 to September of 1996. Mr.   
Parr served as Vice President and Associate General Counsel of American Finance 
Group, Inc. (an equipment leasing company) from December of 1986 through June of
1990 and previously counseled leasing companies as an attorney with the law firm
Widett, Slater & Goldman, P.C. from 1983 through 1986. Mr. Parr received a B.A. 
from Trinity College, a J.D. degree from Syracuse University and a LL.M. degree,
in taxation, from Boston University.                                            

   John L. Lee, 54, became Secretary of the General Partner in April of 1997
and serves as Senior Vice President and General Counsel of ICON Holdings Corp.  
Mr. Lee was a partner at the Boston law firm of Peabody & Brown with a practice 
focusing on commercial aircraft and vessel leasing and financing from 1992      
through April of 1997. Prior to joining Peabody & Brown, Mr. Lee served as      
General Counsel of American Finance Group, Inc., a Boston-based equipment       
leasing company, for over ten years, and was earlier an associate with the law  
firm of Shearman & Sterling in New York City. Mr. Lee received an A.B. degree   
from the University of North Carolina (Chapel Hill) and a J.D. degree from      
Harvard Law School.                                                             

Affiliates of the General Partner                                     

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ICON Securities Corp.                                                 

  ICON Securities Corp., (the "Dealer-Manager"), is a New York corporation
and a wholly owned subsidiary of ICON Holdings Corp., which was formed in 1982  
to manage the equity sales for investor programs sponsored by its Affiliates.   
The Dealer-Manager is registered with the U.S. Securities and Exchange          
Commission and is a member of the National Association of Securities Dealers,   
Inc. and the Securities Investor Protection Corporation. ICON Securities Corp.  
will act as the Dealer-Manager of the Offering."                                

RELATED CHANGES TO PROSPECTUS AS A RESULT OF CHANGE IN MANAGEMENT               

   The material in the first paragraph under the heading "OTHER OFFERINGS BY
THE GENERAL PARTNER AND ITS AFFILIATES - Prior Non Public Programs", on page 43 
of the Prospectus should be deleted because the entities these materials        
describe are no longer Affiliates of the General Partner.                       

The material under the heading "CERTAIN RELATIONSHIPS WITH THE        
PARTNERSHIP", on page 44 of the Prospectus should be replaced in its entirety   
with the following:                                                             

      "The following diagram shows the relationship of the Partnership and
 the General Partner with certain Affiliates of the General Partner. The
solid lines indicate common ownership and the broken lines certain    
     contractual relationships. All of the entities shown below are corporations
except as otherwise indicated.                                        

                                                        [Enlarge/Download Table]
                                                                                        
ICON Securities Corp.             ________________________     ICON Capital Corp.       
(the "Dealer-Manager")                                         ("General Partner")      
(100% of the outstanding                                       (100% of the outstanding 
securities of the Dealer-Manager                               securities of the General
is owned by ICON Holdings Corp.                                Partner is owned by ICON 
                                                               Holdings Corp.           
    |                                                                         |         
    |                             ICON Cash Flow Partners L.P.                ||        
    |---------------------------  Seven (the "Partnership")    ---------------|"        


    The second paragraph under the heading "INVESTMENT OBJECTIVES AND POLICIES
- Credit Review Procedures", on page 48 of the Prospectus which describe the    
role and nature of the Investment Committee, are revised to reflect the         
reduction of that Committee from five persons to four persons and to identify   
the current members of the Committee. Accordingly, the second paragraph on page 
48 of the Prospectus should be considered replaced in its entirety by the       
following:                                                                      

         "The General Partner has established an Investment Committee, which has
 set, and may from time to time revise, standards and procedures for the
   review and approval of potential Leases and Financing Transactions by the
  credit department of the General Partner (including, without limitation,
    the determination whether any Person qualifies as a Creditworthy Lessee or
a Creditworthy User). The Investment Committee will be responsible for
supervising the day-to-day work of the credit department and approving
significant individual transactions or portfolio purchases as well as 
 transactions which vary from standard credit criteria and policies. The
   Investment Committee will, at all times, consist of at least four persons
designated by the General Partner. It is anticipated that all persons 
comprising the Investment Committee will be and will continue to be   
officers and employees of the General Partner or an Affiliate of the  
    General Partner. Action by the Investment Committee shall be determined by
a majority and a report of any action taken thereby shall promptly be 
  delivered to the General Partner. As of the date of this Prospectus, the
members of the Investment Committee are Beaufort J. B. Clarke, Paul B.
Weiss, Thomas W. Martin and Robert W. Kohlmeyer, Jr."                 

UPDATE OF THE PRIOR PERFORMANCE OF THE PRIOR PUBLIC PROGRAMS                    

The section of the Prospectus on Page 41-43 under the heading, "OTHER 
OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES-Prior Public Programs" is   
amended by deleting the entire section and replacing it with the following      
paragraphs:                                                                     

"Prior Public Programs                                                

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         "The General Partner was formed in 1985 to finance and lease equipment,
and sponsor and act as the general partner for publicly offered,      
    income-oriented equipment leasing limited partnerships. In addition to the
   Partnership, the General Partner is the general partner of ICON Cash Flow
Partners, L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., 
 Series B ("Series B"), ICON Cash Flow Partners, L.P., Series C ("Series
   C"), ICON Cash Flow Partners, L.P., Series D ("Series D"), ICON Cash Flow
    Partners, L.P., Series E ("Series E") and ICON Cash Flow Partners L.P. Six
     ("L.P. Six"). Series A, Series B, Series C, Series D, Series E and L.P. Six
are referred to collectively as the "Prior Public Programs". The Prior
  Public Programs were also publicly-offered and income-oriented equipment
  leasing limited partnerships with objectives similar to the Partnership.
  The General Partner and its Affiliates have also engaged in the past and
     may in the future engage, to a limited extent, in the business of brokering
equipment leasing or Financing Transactions which do not meet the     
     investment criteria established by the General Partner and the Prior Public
 Programs (such as creditworthiness, equipment types, excess transaction
size or concentration by lessee, location or industry).               

     As of February 1, 1989 (the final date for admission of its limited
partners), Series A had held twelve closings beginning May 6, 1988 and
   ending January 8, 1989, and had received a total of $2,504,500 in limited
   partner capital contributions from 222 investors. As of November 16, 1990
   (the final date for admission of its limited partners), Series B had held
   twenty-seven closings beginning September 22, 1989 and ending on November
16, 1990 following which a total of 1,742 investors, holding limited  
partnership interests equal to the entire $20,000,000 offering of such
     partnership, were admitted as limited partners in the Series B partnership.
     As of June 20, 1991 (the final date for admission of its limited partners),
     Series C had held thirteen closings beginning January 3, 1991 and ending on
   June 20, 1991 following which a total of 1,732 investors, holding limited
partnership interests equal to the entire $20,000,000 offering of such
     partnership, were admitted as limited partners in the Series C partnership.
    As of June 5, 1992 (the final date for admission of its limited partners),
     Series D had held nineteen closings beginning September 18, 1991 and ending
on June 5, 1992, following which a total of 3,054 investors, holding  
   limited partnership interests equal to the entire $40,000,000 offering of
such partnership, were admitted as limited partners in the Series D   
partnership. As of August 6, 1993 (the final date for admission of its
     limited partners), Series E had held 27 closings beginning July 6, 1992 and
ending on August 6, 1993, following which a total of 3,738 investors  
holding limited partnership interests equal to $61,041,150 out of the 
    original $80,000,000 offering of such partnership were admitted as Limited
 Partners to the Series E partnership. As of November 8, 1995 (the final
    date for admission of its limited partners), L.P. Six had held 41 closings
    beginning March 31, 1994 and ending on November 8, 1995, following which a
 total of 2,272 investors holding limited partnership interests equal to
   $38,385,712 out of the original $120,000,000 offering of such partnership
were admitted as Limited Partners to the Series Six partnership.      

  Certain of the Prior Public Programs are actively engaged in the
     purchase of Equipment and the entering into and the acquiring of Leases and
     Financing Transactions. As of March 31, 1998, the Prior Public Programs had
 originated or acquired investments (stated in terms of their respective
    original acquisition costs) (all figures in this paragraph are by original
 cost) as follows: Series A had acquired a total of $6,033,973 of leased
Equipment (by original cost), $1,542,785 of Financing Transactions (by
original cost) and total investments of $7,576,758 (by original cost).
Series B had acquired a total of $61,466,203 of leased Equipment,     
    $4,114,770 of Financing Transactions and total investments of $65,580,973;
Series C had acquired a total of $66,504,867 of leased Equipment,     
    $3,752,413 of Financing Transactions and total investments of $70,257,280;
Series D had acquired a total of $112,606,672 of leased Equipment,    
$20,164,549 of Financing Transactions and total investments of        
$132,771,421; Series E had acquired a total of $207,778,033 of leased 
   Equipment, $22,998,729 of Financing Transactions and total investments of
   $230,776,762; and L.P. Six had acquired a total of $142,702,746 of leased
   Equipment, $12,307,967 of Financing Transactions and total investments of
$155,010,713.                                                         

   As of March 31, 1998, Series A had Equipment under management (by
     original cost of investment acquired less the total original cost of assets
sold) consisting of $98,055 of leases and $209,693 of Financing       
Transactions which represents 2% and 14% of the original cost of      
     investments acquired, respectively. Series B had Equipment under management
    (determined as above) consisting of $2,153,000 of leases and $1,516,343 of
    Financing Transactions which represents 4% and 37% of the original cost of
     investments acquired, respectively. Series C had Equipment under management
    (determined as above) consisting of $4,081,683 of leases and $2,017,927 of
    Financing Transactions which represents 6% and 54% of the original cost of
     investments acquired, respectively. Series D had Equipment under management
     (determined as above) consisting of $32,194,705 of leases and $2,783,652 of
     Financing Transactions which represents 29% and 14% of the original cost of
     investments acquired, respectively. Series E had Equipment under management
(determined as above) consisting of                                   

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$73,180,285 of leases and $12,233,536 of Financing Transactions which 
represents 35% and 53% of the original cost of investments acquired,  
     respectively, L.P. Six had Equipment under management (determined as above)
consisting of $83,787,630 of leases and $4,192,552 of Financing       
Transactions which represents 59% and 34% of the original cost of     
investments acquired.                                                 

     The percentages and amounts of cash distributions which represented
  investment income (after deductions for depreciation and amortization of
initial direct costs of its investments) and a return of capital      
    (corresponding to a portion of the depreciation deductions for the related
equipment) for Series A through L.P. Six for each year from their     
respective dates of formation through March 31, 1998 are included in  
TABLE III of Exhibit B to the Master Supplement. Certain additional   
 investment information concerning such Programs as of March 31, 1998 is
    also included in Tables I, II and V of Exhibit B to the Master Supplement.

     Three of the Prior Public Programs, Series A, Series B and Series C
     experienced unexpected losses in 1992 as shown on TABLE III of Exhibit B to
   the Prospectus. Series A experienced losses of $133,569 in 1992 primarily
    related to the bankruptcy of Richmond Gordman Stores, Inc. In 1992, Series
B wrote down its residual positions by $506,690, $138,218 of which was
    related to the bankruptcy of Richmond Gordman Stores, Inc. and $368,472 of
which was related to rapid obsolescence of equipment due to unexpected
     withdrawal of software support by the manufacturer. Series C wrote-down its
residual position in 1992 by $1,412,365 relating to the bankruptcy of 
    PharMor, Inc. which involved the reported misappropriation of funds by the
management of such company and the overstatement of inventory on its  
    audited financial statements. The Sponsor has taken certain steps which it
believes will assist Series A, Series B and Series C in the partial   
  recovery of losses, including the following: (1) foregone Administrative
  Expense reimbursements for the period July 1, 1991 through September 30,
   1993, to which it was otherwise entitled in the amount of $34,961 (Series
 A), $697,463 (Series B) and $859,961 (Series C); (2) reduced the annual
  cash distribution rate to 9% effective September 1, 1993 for Series A, B
     and C to make available additional funds for supplemental reinvestments for
each of such Programs; (3) effective September 30, 1993 the Sponsor   
 deferred $38,081 in Series A management fees and effective November 15,
1995 and June 19, 1996, eliminated Series B and C's obligation to pay 
     $220,000 and $529,125, respectively, in accrued and future management fees;
   (4) effective January 1, 1994 reduced the management fees which Series A,
  Series B and Series C would each pay to the Sponsor to a flat rate of 2%
 and effective January 1, 1995 further reduced the management fees which
  Series A pays to the Sponsor to a flat rate of 1%; (5) effective January
   31, 1994, converted the variable rate borrowing facilities of Series A, B
     and C to fixed rate, term loan financings in the original principal amounts
     of $720,000, $1,600,000 and $1,500,000, respectively, to eliminate interest
rate risk on the related portions of such Programs' portfolios; (6)   
    effective January 31, 1995, amended the partnership agreement of Series A,
by vote of a majority of its limited partners to (a) extend the       
   reinvestment period of Series A by not less than 2 nor more than 4 years,
     (b) authorize loans by the Sponsor to Series A under certain conditions for
    a term in excess of twelve months and up to $250,000, and (c) (as noted in
     clause (4), above) decrease the rate of management fees payable by Series A
  to the Sponsor to a flat 1% of gross revenues from all of its Leases and
Financing Transactions (pursuant to the amendments, the Sponsor, in   
     February and March 1995, lent $75,000 and $100,000, respectively, to Series
   A), which was converted to a capital contribution in September, 1997; (7)
     effective November 15, 1995, amended the Partnership Agreement of Series B,
by vote of a majority of its Limited Partners to (a) extend the       
     reinvestment period of Series B for up to four additional years and thereby
  delay the start and end of the Liquidation Period, and (b) eliminate the
    obligation of Series B to pay the General Partner $220,000 of the $347,000
  of accrued management fees and any future management fees, and (c) limit
past management fees payable by Series B to $127,000 and require the  
 General Partner to pay such amount to Series B as an additional capital
contribution; and (8) effective June 19, 1996, amended the Partnership
    Agreement of Series C by vote of a majority of its Limited Partners to (a)
extend the reinvestment period of Series C for up to four and one half
     additional years and thereby delay the start and the end of the Liquidation
 Period, and (b) eliminate the obligation of series B to pay the General
Partner $529,125 of the $634,125 of management fees and (c) limit past
 management fees payable by Series C to $105,000 and require the General
Partner to pay such amount to Series C as an additional capital       
 contribution. There can be no assurance that the forgoing steps will be
    successful in recovering the full amount of the losses of Series A, Series
  B and Series C which are described in this paragraph. To the extent such
 efforts are not successful and, as a result Series B or Series C do not
earn sufficient amounts through their respective remaining periods of 
  operations to recoup such losses, any of such Programs so effected would
not be able to return all of its respective investors' capital.       

        The General Partner hereby agrees that it will provide the most recent
Form 10-K, with exhibits, for the                                     

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Partnerships, upon written request (with no fee but with reimbursement
    of its actual out of pocket costs and expenses of copying and mailing such
Form 10-K.)"                                                          

Management's Discussion of Financial Condition--Liquidity and         
Capital Resources                                                     

   The material on page 79 of the Prospectus under the heading "MANAGEMENT'S
DISCUSSION OF FINANCIAL CONDITION--Liquidity and Capital Resources", is updated 
by deleting the entire section and replacing it with the following:             

        "The Partnership began its operations upon the Initial Closing Date of
  January 19, 1996 with limited funds. Following completion of the Minimum
  Offering of 12,000 Units, the proceeds of Units sold to Limited Partners
   admitted at the Initial Closing were released to the Partnership from the
Escrow Account (and at subsequent Closings, from the Partnership's    
subscription account), and applied to the payment or reimbursement of 
Underwriting Fees, Sales Commissions and the O & O Expense Allowance, 
leaving estimated Net Offering Proceeds available in the amount of    
approximately 86.5% of the Gross Offering Proceeds for investment in  
Equipment and Financing Transactions and payment of Acquisition Fees  
(unless Commission Loans equal to 8.0% of Gross Offering Proceeds are 
obtained at such Closing(s), in which case Net Offering Proceeds and  
 Commission Loan proceeds totaling approximately 94.5% of Gross Offering
Proceeds would be available for such purposes). As of June 30, 1998,  
   $74,263,654 of net offering proceeds (after payment of Sales Commissions,
Underwriting Fees and O & O Expense Allowance totaling $11,590,281--or
13.5% of Gross Offering Proceeds) available to the Partnership for    
investment in equipment and financing transactions and payment of     
acquisition fees. As of June 30, 1998, the Partnership has invested   
     $54,244,495, or 73% of such net offering proceeds. The Partnership plans to
    continue to raise funds from investors by means of this Offering, and then
 to use approximately 75% of Gross Offering Proceeds (inclusive of 1% of
     such proceeds to established as a Reserve) together with indebtedness in at
  least an equal amount to invest in Equipment and Financing Transactions.
   That is, the Partnership's total Purchase Price (exclusive of Acquisition
Fees) of Equipment and Financing Transactions is expected to average  
     approximately 150.0% of Gross Offering Proceeds (although as much as 415.0%
  of Gross Offering Proceeds could be invested using the maximum permitted
   leverage of 80%). (See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS").                                                       

     Pending investment in Equipment and Financing Transactions, the Net
Offering Proceeds of this Offering is held in short-term, liquid      
   investments. The Partnership has and will continue to establish a working
   capital reserve (the "Reserve") of approximately 1% of the Gross Offering
     Proceeds, which amount the General Partner believes should be sufficient to
satisfy the Partnership's general liquidity requirements. However,    
   liquidity could be adversely affected by unanticipated operating costs or
  losses. To the extent that the Reserve is insufficient to satisfy future
cash requirements of the Partnership, the General Partner expects that
   additional funds would be obtained from bank loans, short-term loans from
the General Partner, and Cash from Sales of Equipment and Financing   
Transactions.                                                         

   The Partnership's funds available for Investments and to meet its
     capital needs are expected to undergo major fluctuations during the initial
period of operations while this Offering is proceeding and during the 
   period (expected to be completed no later than six (6) months thereafter)
     which the Partnership's funds are being invested in Equipment and Financing
Transactions. During the balance of its operating period, except for  
   infusions of Cash From Operations and Cash From Sales and reinvestment of
    such funds in additional Equipment and Financing Transactions, the capital
needs and resources of the Partnership are expected to be relatively  
     stable. For information concerning the anticipated use of proceeds from the
sale of Units, see "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED 
INDEBTEDNESS" and "INVESTMENT OBJECTIVES AND POLICIES"."              

Management's Discussion of Financial Condition -- Operations                    

   The material on page 79 of the Prospectus under the heading "MANAGEMENT'S
DISCUSSION OF FINANCIAL CONDITION--Operations", is updated by deleting the first
paragraph in its entirety and replacing it with the following:                  

     "The Partnership was formed in May 1995 and commenced operations on
  January 19, 1996. During this period commencing with the Initial Closing
     Date and continuing throughout the Reinvestment Period, the Partnership has
 been and will be in active operation. The operations of the Partnership
     will consist primarily of the ownership and leasing of the Equipment and to
a lesser degree, making and managing the Financing                    

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Transactions. See "INVESTMENT OBJECTIVES AND POLICIES"."              

  Please see Exhibit C to this Master Supplement, "ICON Cash Flow Partners
L.P. Seven Equipment Acquisitions", for information concerning the status of    
equipment acquisitions by the Partnership.                                      

   As described on pages 93-95 of the Prospectus under the heading "INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES", the  
Partnership has established certain minimum net worth and/or income standards   
and minimum investment requirements that generally must be met by all investors.
However, as described in that section, certain states require different         
standards for investors in such states. Most of the states that have special    
standards are listed on pages 93-95 along with a special description of their   
particular standard. Investors should be aware that investors in the states of  
Massachusetts and Minnesota must meet standards that differ from those described
on page 94 of the Prospectus, instead such investors must have either (a) annual
gross income of $60,000 plus a net worth (determined exclusive of the net fair  
market value of (a) his or her home, (b) home furnishings and (a) personal      
automobiles) of $60,000 or (b) a net worth (determined as above) of at least    
$225,000. In addition, investors in the State of California must have (I) both  
(A) a net worth of not less than $45,000 (determined as above) and (B) $45,000  
of annual gross income; or (ii) a net worth of at least $150,000 (determined as 
above).                                                                         

In addition to the foregoing, the minimum investment required has been
revised in certain states so that the material on pages 93-94 under the heading 
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION         
PROCEDURES--State Requirements Concerning Minimum Investor Net                  
Worth/Income--Minimum Investment" section, is amended by deleting the paragraph 
in its entirety and replacing it with the following:                            

     "Minimum Investment. All Investors other than Qualified Plans and IRAs: The
minimum number of Units an investor may purchase is 25 Units (other than        
residents of Nebraska, for whom the minimum investment is 50 Units). Qualified  
Plans and IRAs: The minimum number of Units which a Qualified Plan or an IRA may
purchase is 10 Units (except for Qualified Plans and IRAs established by        
residents of the following states: Arizona, Indiana, Maine, Massachusetts,      
Michigan, Minnesota, Mississippi, Missouri, New Mexico, North Carolina,         
Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas and Washington (for which
the minimum investment is 20 Units) and Iowa (for which the minimum IRA account 
investment is 25 Units))."                                                      

REVISIONS TO THE PARTNERSHIP AGREEMENT                                          

   The Offering commenced on November 9, 1995 (the "Effective Date") and was
originally scheduled to terminate no later than November 9, 1997, but the       
General Partner has extended the termination date so that the Offering will     
terminate no later than November 9, 1998. However, in order to avoid modifying  
the outside termination dates for the Reinvestment Period and the Disposition   
Period, the definition of the term Reinvestment Period in the Partnership       
Agreement was revised so that the Reinvestment Period will now end on November  
9, 2002 (five (5) years from the originally scheduled offering termination date 
of November 9, 1997), subject to the discretion of the General Partner to extend
it for a further period of not more than an additional thirty-six (36) months.  
The definition of the term Disposition Period in the Partnership Agreement was  
revised so that the Disposition Period will in no event extend beyond May 9,    
2008 (ten and one-half (10 1/2) years after the originally scheduled offering   
termination date of November 9, 1997), although it is expected to terminate     
sooner. The Third Amended and Restated Agreement of Limited Partnership (the    
"Partnership Agreement"), attached as Exhibit A to the Prospectus, has been     
revised to reflect the aforementioned changes pursuant to an Amendment No. 1    
dated October 1, 1997. This Amendment No. 1 revised the definitions of the      
following terms appearing in Section 17 of the Partnership Agreement so that    
each will now read as follows:                                                  

"'Disposition Period" means the period commencing on the first day    
following the end of the Reinvestment Period and continuing for the period      
deemed necessary by the General Partner for orderly termination of its          
operations and affairs and liquidation or disposition of the Partnership's      
Investments and other assets and the realization of maximum Liquidation Proceeds
therefor, which period is expected to continue not less than six (6), and not   
more than thirty (30), months beyond the end of the Reinvestment Period and     
which, in no event may extend beyond May 9, 2008 (ten and one-half (10 1/2)     
years after the originally scheduled offering termination date of November 9,   
1997)."                                                                         

     "'Reinvestment Period" means the period commencing with the Initial Closing
Date and ending November 9, 2002 (five (5) years from the originally scheduled  
offering termination date of November 9, 1997); provided that such period may be
extended at the sole and absolute discretion of the General Partner for a       
further period of not more than an additional 36 months."                       

    "Termination Date" means the earliest of (a) the date on which the Maximum
Offering has been sold, (b) thirty six (36)                                     

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months following the Effective Date, and (c) the termination of the Offering by 
the General Partner at any time."                                               

UPDATE OF FINANCIALS OF SPONSOR AND PARTNERSHIP                                 

   The audited financial statements of ICON Cash Flow Partners L.P. Seven as
of December 31, 1997 and 1996, the unaudited financial statements of ICON Cash  
Flow Partners L.P. Seven as of March 31, 1998 and for the three months ended    
March 31, 1998 and 1997, and the audited financial statements of ICON Capital   
Corp. as of March 31, 1998 and 1997 and for each of the years then ended are    
included as Exhibit A to this Master Supplement in order to update the financial
information set forth on pages 101 to 123 of the Prospectus. Notwithstanding the
inclusion of the General Partner's financial statements, purchasers of the Units
offered hereby should be aware that they are not thereby purchasing an interest 
in ICON Capital Corp. or in any of its Affiliates or in any Prior Public        
Program.                                                                        

EXPERTS                                                                         

   The audited financial statements of ICON Cash Flow Partners L.P. Seven as
of December 31, 1997 and 1996 and the audited financial statements of ICON      
Capital Corp. and subsidiaries as of March 31, 1998 and 1997 and for each of the
years then ended, have been included in this Master Supplement in reliance upon 
the reports of KPMG Peat Marwick LLP, independent certified public accountants, 
appearing elsewhere herein, upon the authority of said firm as experts in       
accounting and auditing.                                                        

MISCELLANEOUS UPDATES                                                           

Federal Income Tax Update                                                       

  The following update to the disclosure under the caption "FEDERAL INCOME
TAX CONSEQUENCES" in the Prospectus, was included in Cumulative Supplement No. 2
dated July 26, 1996 ("Supplement No. 2") to the Prospectus and has not been     
further updated since that time.                                                

Page 60, "FEDERAL INCOME TAX CONSEQUENCES--Opinion of Tax Counsel" section, is  
amended by deleting the last paragraph of such section and replacing it with the
following:                                                                      

      "As of the date of the opinion of Tax Counsel, no Equipment had been
   acquired by the Partnership. Therefore, it was impossible at that time to
   opine on the application of the tax law to the specific facts which would
 exist when a particular item of Equipment was acquired and placed under
    lease. The issues on which Tax Counsel declined to express an opinion, and
the likely adverse federal income tax consequences resulting from an  
   unfavorable resolution of any of those issues, are set forth below in the
following subsections of this Section: "-- Allocations of Profits and 
Losses," "-- Tax Treatment of the Leases," "-- Cost Recovery," and "--
Limitations on Cost Recovery Deductions.""                            

Page 60-61, "FEDERAL INCOME TAX CONSEQUENCES--Classification as a Partnership"  
section, is amended by deleting the entire section and replacing it with the    
following:                                                                      

       "The Partnership has not applied, and does not intend to apply, for a
 ruling from the Service that it will be classified as a partnership and
    will not be treated as an association taxable as a corporation for federal
income tax purposes.                                                  

    The Partnership has received an opinion of Tax Counsel that, under
  current federal income tax laws, case law and administrative regulations
    and published rulings, the Partnership will be classified as a partnership
  and not as an association taxable as a corporation. Unlike a tax ruling,
    however, an opinion of Tax Counsel has no binding effect on the Service or
official status of any kind, and no assurance can be given that the   
conclusions reached in the opinion would be sustained by a court if   
   contested by the Service. In the absence of a tax ruling, there can be no
    assurance that the Service will not attempt to treat the Partnership as an
association taxable as a corporation.                                 

      The opinion of Tax Counsel was based, in part, on representations of
the General Partner to the effect that: (1) the Partnership had been  
   organized and would be operated in substantial compliance with applicable
     state statutes concerning limited partnerships, (2) the General Partner had
    and would maintain throughout the life of the Partnership a net worth (not
including its interests in the Partnership or in other partnerships in
   which it is a general partner) at all times equal to at least $1,000,000,
(3) the Partnership's activities would be conducted in accordance     

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with the provisions of the Partnership Agreement; (4) the interest of 
the General Partner in each material item of Partnership income, gain,
  loss, deduction or credit would be equal to at least one percent of each
     such item, except for temporary allocations, if any, required under Section
704(b) or (c) of the Code; and (5) neither the General Partner nor any
 person or group of persons who has a direct or indirect interest in the
General Partner (by reason of direct or indirect stock ownership, a   
creditor-debtor relationship or an employer-employee relationship, or 
  otherwise) would at any time own, individually or in the aggregate, more
than one percent of the Units in the Partnership.                     

For purposes of issuing advance rulings as to the tax status of a     
     limited partnership that has a corporation as its sole general partner, the
     Service has set forth certain guidelines, including a net worth requirement
 for the general partner. The General Partner did not at the time of the
 opinion of Tax Counsel and currently does not satisfy the Service's net
     worth requirement for an advance ruling. Accordingly, the Partnership would
be unable to obtain an advance ruling that it will be classified as a 
     partnership for federal income tax purposes. The Partnership's inability to
satisfy the Service's advance ruling guidelines did not affect Tax    
Counsel's opinion as to the classification of the Partnership as a    
partnership for federal income tax purposes.                          

On May 10, 1996, the Service issued proposed regulations which would  
provide a simplified elective regime for classifying certain business 
    organizations as partnerships or as associations taxable as a corporation.
 Under these simplified rules, an entity such as the Partnership will be
   deemed to constitute a partnership for federal income tax purposes unless
  it files an election to be treated otherwise. Although these regulations
 are proposed to be effective only for periods beginning on or after the
     date that final regulations are published, they contain a transitional rule
   which provides that an existing entity's claimed classification under the
 current rules will be respected for all periods prior to this effective
date if (i) the entity had a reasonable basis for its claimed         
 classification, (ii) the entity claimed the same classification for all
    prior periods, and (iii) neither the entity nor any member was notified in
    writing on or before May 8, 1996 that the entity's classification is under
  examination. The Partnership believes that it has a reasonable basis for
     its claimed partnership classification for federal income tax purposes, and
 has consistently claimed the same classification for all periods of its
existence. Further, the Partnership has not been notified that such   
classification is under examination, and is not aware of any of the   
 Partners having received such notice. Accordingly, it appears that this
 transitional rule, if ultimately adopted in final regulation form, will
apply to the Partnership.                                             

If the Partnership is or at any time hereafter becomes taxable as a   
     corporation, it would be subject to federal income tax at the tax rates and
under the rules applicable to corporations generally. The major       
  consequences of being treated as a corporation would be that Partnership
    losses would not be passed through to the Partners, and Partnership income
  could be subject to double tax. Corporations are required to pay federal
income taxes on their taxable income and corporate distributions are  
taxable to investors at ordinary income tax rates to the extent of the
corporation's earnings and profits and are not deductible by the      
     corporation in computing its taxable income. If the Partnership at any time
is taxable as a corporation, and particularly should that occur       
   retroactively, the effects of corporate taxation could have a substantial
adverse effect on the after-tax investment return of investors.       
Furthermore, a change in the tax status of the Partnership from a     
    partnership to an association taxable as a corporation would be treated by
     the Service as involving an exchange. Such an exchange may give rise to tax
    liabilities for the Limited Partners under certain circumstances (e.g., if
     the Partnership's debt exceeds the tax basis of the Partnership's assets at
the time of such exchange) even though they might not receive cash    
distributions from the Partnership to cover such tax liabilities."    

Page 61-62, "FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded Partnerships"     
section, is amended by deleting the entire section and replacing it with the    
following:                                                                      

    "Certain limited partnerships may be classified as publicly traded
   partnerships ("PTPs"). If a partnership is classified as a PTP (either at
     inception or as a result of subsequent events) and derives less than 90% of
  its gross income from qualified sources (such as interest and dividends,
    rents from real property and gains from the sale of real property) it will
 be taxed as a corporation. A PTP is defined as any partnership in which
 interests are traded on an established securities market or are readily
tradeable on a secondary market or the substantial equivalent of such 
     market. Units in the Partnership are not currently traded on an established
securities market (and the General Partner does not intend to list the
Units on any such market). Units are also not readily tradeable on a  
    secondary market nor are they expected to be in the future. Therefore, the
  Partnership will be a PTP only if the Units become "readily tradeable on
the substantial equivalent of a secondary market."                    

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Limited partnership interests may be "readily tradeable" if they are  
    regularly quoted by persons who are making a market in the interests or if
   prospective buyers and sellers of the interests have a readily available,
 regular and ongoing opportunity to buy, sell or exchange interests in a
    market that is publicly available, in a time frame which would be provided
  by a market maker, and in a manner which is comparable, economically, to
    trading on an established securities market. Limited partnership interests
are not "readily tradeable" merely because a general partner provides 
information to partners regarding partners' desires to buy or sell    
interests to each other or if it arranges occasional transfers between
partners.                                                             

The Service has provided certain safe harbor tests relating to PTP    
status in Internal Revenue Service Notice 88-75. If the trading of    
  interests in a partnership falls into one of the safe harbor tests, then
interests in the partnership will not be considered to be traded on a 
   substantial equivalent of a secondary market and the partnership will not
  be treated as a PTP. Safe harbor tests include the "5% safe harbor" test
     and the "2% safe harbor" test. A partnership satisfies the "5% safe harbor"
  test if the partnership interests that are sold or otherwise disposed of
during the taxable year do not exceed 5% of the total interests in    
  partnership capital or profits. Certain transfers ("Excluded Transfers")
are disregarded for the purpose of determining whether interests in a 
     partnership are to be considered readily tradeable on a secondary market or
    the substantial equivalent thereof and are therefore excluded from the "5%
    safe harbor" test, including transfers at death, transfers between certain
 family members and block transfers (i.e., transfers by a single partner
     within a 30-day period of interests representing in the aggregate more than
   5% of the total interests in partnership capital or profits). In the case
    of the "2% safe harbor" test, annual transfers of interests may not exceed
 2% of the total partnership capital or profits. In addition to Excluded
     Transfers, for the "2% safe harbor" test, transfers pursuant to a "matching
     service" are not counted. "Matching service" transfers include (1) a notice
 to potential buyers of the availability of partnership interests if the
sale of such interest is delayed at least 15 days after the date the  
    matching service is advised of such availability (the "contact date"); (2)
   closing of a sale does not occur prior to 45 days after the contact date;
     (3) information relating to interests for sale is removed from the matching
service within 120 days after the contact date; (4) once removed, an  
investor's interest is not re-entered into the matching service for at
    least 60 days; and (5) the total partnership interests sold or disposed of
   (other than Excluded Transfers) during the taxable year do not exceed 10%
 of the total interests in partnership capital and profits. A failure to
satisfy one of the specified safe harbor tests does not give rise to a
   presumption that interests are readily tradeable on a secondary market or
the substantial equivalent thereof.                                   

On November 29, 1995, the Service issued final regulations relating to
the definition of a PTP which would (1) modify the safe harbor tests  
relating to PTP status which are contained in Internal Revenue Service
Notice 88-75 and (2) provide other guidance on the circumstances under
which interests in a partnership will be treated as publicly traded.  
Although these regulations are generally effective for taxable years  
 beginning after December 31, 1995, this effective date is postponed for
 partnerships, such as the Partnership, that were actively engaged in an
  activity before December 4, 1995 to the partnership's first taxable year
    beginning after December 31, 2005 (or, if earlier, the partnership's first
taxable year beginning on or after it adds a substantial new line of  
business after December 4, 1995). Partnerships that qualify for this  
   postponed effective date may continue to rely on the provisions of Notice
88-75 for taxable years prior to the effective date of the final      
regulations.                                                          

In lieu of the 5% and 2% safe harbors contained in Notice 88-75, the  
    final regulations provide a more limited de minimis trading exclusion. The
   final regulations provide that interests in a partnership are not readily
     tradable on a secondary market or the substantial equivalent thereof if the
sum of the percentage interests in partnership capital or profits     
  transferred during the taxable year of the partnership does not exceed 2
percent of the total interests in partnership capital or profits. Like
  notice 88-75, the final regulations provide a list of excluded transfers
    that are disregarded in determining whether interests in a partnership are
readily tradeable on a secondary market or the substantial equivalent 
thereof and, thus, for the purpose of applying this 2% safe harbor. In
addition, the final regulations contain a qualified matching service  
  exclusion that is similar to the matching service exclusion set forth in
Notice 88-75 but contain certain modifications designed to prevent a  
    qualified matching service from operating as the substantial equivalent of
a secondary market.                                                   

 In the opinion of Tax Counsel, the Partnership will not be treated as a
PTP. For the purpose of this opinion, Tax Counsel has received a      
   representation from the General Partner that the Units will not be listed
on a securities exchange or NASDAQ and that, acting in accordance with
Section 10.2(c) of the Partnership Agreement, the General Partner will
   refuse to permit any assignment of Units which violates the "safe harbor"
     tests described above. See "TRANSFER OF UNITS--Restrictions on the Transfer
of Units."                                                            

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If the Partnership were classified as a PTP it would be treated for   
federal income tax purposes as an association taxable as a corporation
    unless 90% or more of its income were to come from the "qualified sources"
  discussed above. The business of the Partnership will be the leasing and
  financing of personal (not real) property. Thus, its income would not be
   from such qualified sources. The major consequences of being treated as a
     corporation would be that Partnership losses would not be passed through to
the Partners, and Partnership income could be subject to double tax.  
Corporations are required to pay federal income taxes on their taxable
 income and corporate distributions are taxable to investors at ordinary
  income tax rates to the extent of the corporation's earnings and profits
    and are not deductible by the corporation in computing its taxable income.
If the Partnership at any time is taxable as a corporation, and       
particularly should that occur retroactively, the effects of corporate
taxation could have a substantial adverse effect on the after-tax     
    investment return of investors. Furthermore, a change in the tax status of
the Partnership from a partnership to an association taxable as a     
    corporation would be treated by the Service as involving an exchange. Such
     an exchange may give rise to tax liabilities for the Limited Partners under
certain circumstances (e.g., if the Partnership's debt exceeds the tax
     basis of the Partnership's assets at the time of such exchange) even though
 they might not receive cash distributions from the Partnership to cover
     such tax liabilities. See "-- Classification as a Partnership" and "-- Sale
or Other Disposition of Partnership Interest" in this Section."       

Page 64, "FEDERAL INCOME TAX CONSEQUENCES--Allocations of Profits and Losses"   
section, is amended by deleting the eighth paragraph in its entirety and        
replacing it with the following:                                                

"The tax benefits of investment in the Partnership are largely
     dependent on the Service's acceptance of the allocations provided under the
 Partnership Agreement. The allocations in the Partnership Agreement are
designed to have "substantial economic effect." However, because the  
   substantiality of an allocation having economic effect depends in part on
  the interaction of such allocation with the taxable income and losses of
the Partners derived from other sources, Tax Counsel could render no  
opinion on whether the allocations of Partnership income, gain, loss, 
     deduction or credit (or items thereof) under the Partnership Agreement will
be recognized, and no assurance can be given that the Service will not
challenge those allocations on the ground that they lack "substantial 
     economic effect." If, upon audit, the Service took the position that any of
    those allocations should not be recognized and that position was sustained
  by the courts, the Limited Partners could be taxed upon a portion of the
   income allocated to the General Partner and all or part of the deductions
allocated to the Limited Partners could be disallowed."               

Page 65, "FEDERAL INCOME TAX CONSEQUENCES--Deductibility of Losses: Passive     
Losses, Tax Basis and "At Risk" Limitation--Tax Basis section, is amended by    
deleting the first paragraph in its entirety and replacing it with the          
following:                                                                      

         "A Limited Partner's initial tax basis in his Partnership interest will
     be his capital contribution to the Partnership (i.e., the price he paid for
his Units) plus his share of Partnership indebtedness as to which no  
Partner is personally liable. His tax basis will then be increased (or
decreased) by his share of income (or loss) and by his share of any   
   increase (or decrease) of Partnership indebtedness as to which no Partner
    is personally liable, and reduced by the amount of any cash distributions.
A Limited Partner may only deduct his allocable share of Partnership  
  losses, if any, to the extent of his basis in his Partnership interest."

Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Deferred Payment Leases" section, is 
amended by deleting the second paragraph in its entirety and replacing it with  
the following:                                                                  

         "On June 3, 1996, the Service issued proposed regulations under Section
467 prescribing the manner in which these rules are to be applied, and
  extending similar principles to situations involving prepaid rentals and
    other situations where the amount paid under a lease agreement for the use
   of property decreases during the term of the agreement. These regulations
   are generally proposed to be effective for rental agreements entered into
   after the date such regulations are published as final regulations in the
Federal Register. With respect to disqualified leasebacks and certain 
     long-term agreements, however, the regulations are currently proposed to be
effective for rental agreements entered into after June 3, 1996."     

      The Partnership may enter into transactions which will subject it to
these provisions. The application of such provisions could result in a
     mismatching of income recognition by the Partnership and corresponding cash
flow."                                                                

Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Sale or Other Disposition of         
Partnership Property" section, is amended by deleting the first and second      
paragraphs and replacing them with the following:                               

Page 12 

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     "An individual's net long-term capital gains are taxed at 28% under
  current law while the maximum tax rate for ordinary income is 39.6%. For
corporations, the highest maximum tax rate for both capital gains and 
ordinary income is 35%."                                              

 Because of the different individual tax rates for net long-term capital
gains and ordinary income, the Internal Revenue Code provides various rules     
concerning the characterization of income as ordinary or capital and for        
distinguishing between long-term and short-term gains and losses. The           
distinction between ordinary income and capital gains continues to be relevant  
for other purposes as well. For example, the amount of capital losses which an  
individual may offset against ordinary income is limited to $3,000 ($1,500 in   
the case of a married individual filing separately).                            

Page 72, "FEDERAL INCOME TAX CONSEQUENCES--Alternative Minimum Tax" section, is 
amended by deleting the third paragraph of such section and replacing it with   
the following:                                                                  

      "The principal "tax preference" items which must be added to taxable
    income for AMT purposes include the following: (1) the excess of depletion
 over the adjusted basis of the property at the end of the year, (2) the
     excess of intangible drilling costs over 65% of net oil and gas income, (3)
   the excess of the reserve for bad debt deductions over the deduction that
would have been allowable based on actual experience and (4) private  
activity bond interest."                                              

Page 72-73, "FEDERAL INCOME TAX CONSEQUENCES--Maximum Individual Tax Rates"     
section, is amended by deleting the paragraph in its entirety and replacing it  
with the following:                                                             

       "The federal income tax on individuals applies at a 15%, 28%, 31% and
   36% rate. In addition, the Code imposes a 10% surtax on taxable income in
  excess of $250,000 ($125,000 for married individuals filing separately),
which raises the tax rate for taxpayers in this bracket to 39.6%. The 
 personal exemption, which is $2,500 for 1996, is reduced by 2% for each
    $2,500 by which an individual's adjusted gross income exceeds $150,000 for
joint returns, $125,000 for heads of household, $100,000 for single   
     taxpayers, and $75,000 for married persons filing separately. An individual
is required to reduce the amount of certain of his otherwise allowable
   itemized deductions by 3% of the excess of his adjusted gross income over
     $100,000 or $50,000 in the case of married taxpayers filing separately. The
dollar figures set forth in this paragraph are subject to appropriate 
adjustment to reflect post-1991 inflation."                           

13

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Financial Statements

March 31, 1998

 (unaudited)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets

 (unaudited)

                                                                [Download Table]

                                                        March 31,   December 31, 
                                                          1998         1997      
                                                          ----         ----      
                                                                                 
Assets                                                                           
------                                                                           

Cash                                                  $  6,488,653  $  4,516,385 
                                                      ------------  ------------ 

Investment in finance leases                                                     
   Minimum rents receivable                            113,621,677    89,824,617 
   Estimated unguaranteed residual values               66,288,713    33,168,213 
   Initial direct costs                                  4,144,131     2,851,751 
   Unearned income                                     (38,921,741)  (23,581,783)
   Allowance for doubtful accounts                        (300,000)     (155,000)
                                                      ------------  ------------ 

                                                       144,832,780   102,107,798 
                                                       -----------   ----------- 

Investment in estimated unguaranteed residual values    26,531,664    26,531,664 
                                                      ------------  ------------ 

Net investment in leveraged leases                      11,496,061    11,146,488 
                                                      ------------  ------------ 

Equity investment in joint ventures                      1,872,396     1,828,453 
                                                      ------------  ------------ 

Investment in financings                                                         
   Receivables due in installments                         894,646       906,283 
   Initial direct costs                                     16,155        16,480 
   Unearned income                                        (194,991)     (197,918)
   Allowance for doubtful accounts                         (27,222)      (22,222)
                                                      ------------  ------------ 

                                                           688,588       702,623 
                                                      ------------  ------------ 

Other assets                                               756,146     1,046,031 
                                                      ------------  ------------ 

Total assets                                          $192,666,288  $147,879,442 
                                                      ============  ============ 

                                                         (continued on next page)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets (Continued)

 (unaudited)

                                                                [Download Table]

                                                         March 31,    December 31, 
                                                           1998          1997      
                                                           ----          ----      

                                                                                   
       Liabilities and Partners' Equity                                            
       --------------------------------                                            

Notes payable - non-recourse                            $121,512,203  $ 90,575,890 
Note payable - recourse                                   10,075,000    10,075,000 
Accounts payable-equipment                                 1,685,320     1,011,196 
Accounts payable - General Partner and affiliates, net            --        28,150 
Accounts payable - other                                     470,820       238,586 
Security deposits and deferred credits                        97,114        29,162 
Minority interest in joint venture                            21,452        20,335 
                                                        ------------  ------------ 
                                                         133,861,909   101,978,319 
                                                        ------------  ------------ 

Commitments and Contingencies                                                      

Partners' equity (deficiency)                                                      
   General Partner                                           (36,885)      (23,323)
   Limited partners (727,819.86 and 559,842.19  units                              
     outstanding, $100 per unit original                                           
     issue price in 1998 and 1997, respectively)          58,841,264    45,924,446 
                                                        ------------  ------------ 

     Total partners' equity                               58,804,379    45,901,123 
                                                        ------------  ------------ 

Total liabilities and partners' equity                  $192,666,288  $147,879,442 
                                                        ============  ============ 

See accompanying notes to financial statements.                                 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Statements of Operations
For the Three Months Ended March 31,

 (unaudited)

                                                                [Download Table]

                                                     1998        1997    
                                                     ----        ----    

                                                                         
Revenues                                                                 

   Finance income                                  $2,564,902  $1,099,525
   Income from leveraged leases, net                  344,909     380,630
   Income from equity investment in joint venture      93,533      20,808
   Interest income and other                           92,819      24,165
   Net gain on sales or remarketing of equipment           --      32,891
                                                   ----------  ----------

   Total revenues                                   3,096,163   1,558,019
                                                   ----------  ----------

Expenses                                                                 

   Interest                                         1,531,238     574,541
   Management fees - General Partner                  478,301     357,477
   Amortization of initial direct costs               423,326     310,609
   Administrative expense                                                
     reimbursements - General Partner                 207,548     151,194
   Provision for bad debts                            150,000          --
   General and administrative                          57,235      37,561
   Minority interest in joint venture                   1,116       1,094
                                                   ----------  ----------

   Total expenses                                   2,848,764   1,432,476
                                                   ----------  ----------

Net income                                         $  247,399  $  125,543
                                                   ==========  ==========

Net income allocable to:                                                 
   Limited partners                                $  244,925  $  124,288
   General Partner                                      2,474       1,255
                                                   ----------  ----------

                                                   $  247,399  $  125,543
                                                   ==========  ==========

Weighted average number of limited                                       
   partnership units outstanding                      680,272     314,146
                                                   ==========  ==========

Net income per weighted average                                          
   limited partnership unit                        $      .36  $      .40
                                                   ==========  ==========

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity

 For the Three Months Ended March 31, 1998, the Year Ended
 December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995

 (unaudited)

                                                        [Enlarge/Download Table]

                              Limited Partner Distributions                                        
                              -----------------------------                                        

                                 Return of    Investment       Limited      General                
                                  Capital       Income        Partners      Partner       Total    
                                  -------       ------        --------      -------       -----    
                                (Per weighted average unit)                                        

                                                                                                   
Initial partners'                                                                                  
   capital contribution                                                                            
   - May 23, 1995                                            $      1,000  $    1,000  $     2,000 
                                                             ------------  ----------  ----------- 

Balance at                                                                                         
   December 31, 1995                                                1,000       1,000        2,000 

Refund of initial                                                                                  
   limited partners'                                                                               
   capital contribution                                            (1,000)         --       (1,000)

Proceeds from issuance                                                                             
   of limited partnership                                                                          
   units (275,540.47 units)                                    27,554,047          --   27,554,047 

Sales and                                                                                          
   offering expenses                                           (3,719,796)         --   (3,719,796)
Cash distributions                                                                                 
   to partners                   $  8.18       $  2.57         (1,361,099)    (13,749)  (1,374,848)

Net income                                                        401,396       4,055      405,451 
                                                             ------------  ----------  ----------- 

Balance at                                                                                         
   December 31, 1996                                           22,874,548      (8,694)  22,865,854 

Proceeds from issuance                                                                             
   of limited partnership                                                                          
   units (285,927.35 units)                                    28,592,735          --   28,592,735 

Sales and                                                                                          
   offering expenses                                           (3,862,277)         --   (3,862,277)

Limited partnership units                                                                          
   redeemed (1,625.63 units)                                     (155,815)         --     (155,815)

                                                                           (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity (Continued)

 For the Three Months Ended March 31, 1998, the Year Ended
 December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995

 (unaudited)

                                                        [Enlarge/Download Table]

                                Limited Partner Distributions                                     
                                -----------------------------                                     

                                   Return of    Investment      Limited      General              
                                    Capital       Income        Partners     Partner     Total    
                                    -------       ------        --------     -------     -----    
                                 (Per weighted average unit)                                      

                                                                                                  
Cash distributions                                                                                
   to partners                     $  4.41       $  6.34        (4,147,829)  (41,125)  (4,188,954)

Net income                                                       2,623,084    26,496    2,649,580 
                                                               -----------  --------  ----------- 

Balance at                                                                                        
   December 31, 1997                                            45,924,446   (23,323)  45,901,123 

Proceeds from issuance                                                                            
   of limited partnership                                                                         
   units (167,977.67 units)                                     16,797,767        --   16,797,767 

Sales and offering expenses                                     (2,267,698)       --   (2,267,698)

Cash distributions to partners     $  2.34       $   .35        (1,858,176)  (16,036)  (1,874,212)

Net income                                                         244,925     2,474      247,399 
                                                               -----------  --------  ----------- 

Balance at March 31, 1998                                      $58,841,264  $(36,885) $58,804,379 
                                                               ===========  ========  =========== 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows

For the Three Months Ended March 31,

 (unaudited)

                                                        [Enlarge/Download Table]

                                                                     1998          1997     
                                                                     ----          ----     
Cash flows from operating activities:                                                       
                                                                                            
   Net income                                                    $    247,399   $   125,543 
                                                                 ------------   ----------- 
   Adjustments to reconcile net income to                                                   
    net cash provided by (used in) operating activities:                                    
      Finance income portion of receivables paid directly                                   
        to lenders by lessees                                      (2,457,589)     (958,529)
      Interest expense on non-recourse financing paid                                       
        directly by lessees                                         1,531,238       552,215 
      Amortization of initial direct costs                            423,326       310,609 
      Income from leveraged leases, net                              (344,909)     (380,630)
      Allowance for doubtful accounts                                 150,000            -- 
      Distribution from equity investment in joint venture            113,243            -- 
      Income from equity investment in joint venture                  (93,533)      (20,808)
      Collection of principal  - non-financed receivables              55,479       634,268 
      Gain on sale of equipment                                            --       (32,891)
      Change in operating assets and liabilities:                                           
         Other assets                                                 245,642      (720,659)
         Accounts payable - other                                     232,234       (32,438)
         Security deposits and deferred credits                        67,952        20,195 
         Accounts payable - General Partner and affiliates, net       (28,150)      299,514 
         Minority interest in joint venture                             1,117         1,094 
         Other, net                                                   (50,241)      (41,937)
                                                                 ------------   ----------- 

           Total adjustments                                         (154,191)     (369,997)
                                                                 ------------   ----------- 

        Net cash provided by (used in) operating activities            93,208      (244,454)
                                                                 ------------   ----------- 

Cash flows from investing activities:                                                       
   Equipment and receivables purchased                             (9,131,425)   (3,395,281)
   Initial direct costs                                            (1,581,719)   (1,164,222)
   Equity investment in joint ventures                                (63,653)           -- 
   Proceeds from sale of equipment                                         --     1,793,586 
                                                                 ------------   ----------- 

         Net cash used in investing activities                    (10,776,797)   (2,765,917)
                                                                 ------------   ----------- 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (Continued)

For the Three Months Ended March 31,

 (unaudited)

                                                        [Enlarge/Download Table]

                                                                       1998           1997    
                                                                       ----           ----    

                                                                                              
Cash flows from financing activities:                                                         
   Issuance of limited partnership units, net of offering expenses   14,530,069     4,833,663 
   Proceeds from note payable affiliate                                      --     4,250,000 
   Principal payments on recourse debt                                       --    (2,150,000)
   Cash distributions to partners                                    (1,874,212)     (775,320)
                                                                    -----------   ----------- 

         Net cash provided by financing activities                   12,655,857     6,158,343 
                                                                    -----------   ----------- 

Net increase in cash                                                  1,972,268     3,147,972 

Cash at beginning of period                                           4,516,385       698,301 
                                                                    -----------   ----------- 

Cash at end of period                                               $ 6,488,653   $ 3,846,273 
                                                                    ===========   =========== 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information                                

   For the three months ended March 31, 1998 and 1997, non-cash activities
included the following:                                                         

                                                        [Enlarge/Download Table]

                                                             1998           1997      
                                                             ----           ----      

                                                                                      
Fair value of equipment and receivables                                               
   purchased for debt and payables                        $(38,313,411)  $(38,220,051)
Non-recourse notes payable assumed in                                                 
   purchase price                                           36,628,091     37,741,972 
Accounts payable - equipment                                 1,685,320        478,079 

Principal and interest on direct                                                      
   finance receivables paid directly                                                  
   to lenders by lessees                                     7,223,016      3,682,924 
Principal and interest on non-recourse                                                
   financing paid directly to lenders                                                 
   by lessees                                               (7,223,016)    (3,682,924)

Decrease in investments in finance leases and financings                              
   due to contributions to joint venture                            --      5,190,238 
Increase in equity investment in joint venture                      --     (5,190,238)
                                                          ------------   ------------ 

                                                          $         --   $         -- 
                                                          ============   ============ 

  Interest expense of $1,531,238 and $574,541 for the three months ended
March 31, 1998 and 1997 consisted of interest expense on non-recourse financing 
paid or accrued directly to lenders by lessees of $1,531,238 and $552,216,      
respectively, and other interest of $0 and $22,325, respectively.               

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements

March 31, 1998

 (unaudited)
1.    Basis of Presentation                                                     

The financial statements of ICON Cash Flow Partners L.P. Seven (the 
"Partnership") have been prepared pursuant to the rules and regulations of the  
Securities and Exchange Commission (the "SEC") and, in the opinion of           
management, include all adjustments (consisting only of normal recurring        
accruals) necessary for a fair statement of income for each period shown.       
Certain information and footnote disclosures normally included in consolidated  
financial statements prepared in accordance with generally accepted accounting  
principles have been condensed or omitted pursuant to such SEC rules and        
regulations. Management believes that the disclosures made are adequate to make 
the information represented not misleading. The results for the interim period  
are not necessarily indicative of the results for the full year. These          
consolidated financial statements should be read in conjunction with the        
consolidated financial statements and notes included in the Partnership's 1997  
Annual Report on Form 10-K.                                                     

2.    Net Investment in Leveraged Leases                                        

      On August 20, 1996 the partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft. The aircraft is a McDonnell Douglas       
DC-10-30F currently on lease to Federal Express. The purchase price was         
$40,973,585, consisting of $6,000,000 in cash and the assumption of non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.          

 On December 31, 1996 the Partnership acquired, subject to a leveraged
lease, the residual interest in an aircraft. The aircraft is a 1976 McDonnell   
Douglas DC-10-30 currently on lease to Continental Airlines. The purchase price 
was $11,320,923, consisting of $2,104,262 in cash and the assumption of         
non-recourse senior debt of $9,216,661.                                         

The net investment in leveraged leases as of March 31, 1998 consisted of the    
following:                                                                      

                                                                [Download Table]

                                                              
Non-cancelable minimum rents receivable (net of               
  principal and interest on non-recourse debt)   $         -- 
Estimated unguaranteed residual values             24,818,001 
Initial direct costs                                1,165,970 
Unearned income                                   (14,487,910)
                                                 ------------ 
                                                 $ 11,496,061 
                                                 ============ 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

3.    Related Party Transactions                                                

     Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 1998 and 1997    
were as follows:                                                                

                                                                [Download Table]

                                1998         1997                       
                                ----         ----                       

                                                                        
Underwriting commissions   $  335,955  $  111,761  Charged to Equity    
Organization and offering     587,922     195,582  Charged to Equity    
Acquisition fees            1,423,345   1,320,281  Capitalized          
Management fees               478,301     357,477  Charged to operations
Administrative expense                                                  
 reimbursements               207,548     151,194  Charged to operations
                           ----------  ----------                       

Total                      $3,033,071  $2,136,295                       
                           ==========  ==========                       

      The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 4 for additional information
relating to the joint ventures.)                                                

4.    Investment in Joint Venture                                               

The Partnership Agreement allows the Partnership to invest in joint 
ventures with other limited partnerships sponsored by the General Partner       
provided that the investment objectives of the joint ventures are consistent    
with that of the Partnership.                                                   

ICON Cash Flow L.L.C. III                                                       
-------------------------                                                       

  On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III 
("ICON LLC III"), for the purpose of acquiring and managing an aircraft         
currently on lease to Continental Airlines, Inc. The Partnership and Series E   
contributed 99% and 1% of the cash received for such acquisitions, respectively,
to ICON Cash Flow LLC III.                                                      

ICON Receivables 1997-A L.L.C.                                                  
------------------------------                                                  

In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON          
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the     
purpose of originating new leases, managing existing contributed assets and,    
eventually, securitizing its portfolio.                                         

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

    On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned additional equipment lease and finance receivables and residuals to
1997-A. The Partnership, Series D, Series E and L.P. Six (collectively the      
"1997-A Members") received a 19.97%, 17.81% 31.19% and 31.03% interest,         
respectively, in 1997-A based on the present value of their related             
contributions.                                                                  

Information as to the financial position and results of operations of 1997-A at 
March 31, 1998 is summarized below:                                             

                                                                [Download Table]

                                                March 31, 1998  
                                                --------------  
                                                                
Assets                                           $48,132,853    
                                                 ===========    

Liabilities                                      $42,562,421    
                                                 ===========    

Equity                                           $ 5,570,432    
                                                 ===========    

                                              Three Months Ended
                                                March 31, 1998  
                                                --------------  
Net income                                       $   370,203    
                                                 ===========    

ICON Receivables 1997-B L.L.C.                                                  
------------------------------                                                  

    In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio.                                                                      

Information as to the financial position and results of operations of 1997-B at 
March 31, 1998 is summarized below:                                             

                                                                [Download Table]

                                                March 31, 1998  
                                                --------------  
                                                                
Assets                                           $25,474,993    
                                                 ===========    

Liabilities                                      $21,776,767    
                                                 ===========    

Equity                                           $ 3,698,226    
                                                 ===========    

                                              Three Months Ended
                                                March 31, 1998  
                                                --------------  
Net income                                       $   115,207    
                                                 ===========    

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Management's Discussion and Analysis of
 Financial Condition and Results of Operations

March 31, 1998

  ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business  
operations on its initial closing date, January 19, 1996, with the admission of 
26,367.95 limited partnership units at $100 per unit representing $2,636,795.17 
of capital contributions. Between January 19, 1996 and December 31, 1996,       
249,172.52 additional units were admitted representing $24,917,252 of capital   
contributions. In 1997, 285,927.35 additional units were admitted representing  
$28,592,735 of capital contributions and 1,625.63 units were redeemed. From     
January 1, 1998 to March 31, 1998, 167,977.67 additional units were admitted,   
bringing the total units and capital subscriptions to 727,819.86 and            
$72,781,986, respectively.                                                      

The Partnership's portfolio consisted of a net investment in finance  
leases, leveraged leases, equity investment in joint ventures, investment in    
estimated unguaranteed residual values and financings representing 77%, 7%, 1%, 
14% and less than 1% of total investments at March 31, 1998, respectively and   
78%, 14%, 7%, 0% and 1% at March 31, 1997, respectively.                        

   For the three months ended March 31, 1998 and 1997 the Partnership leased
or financed equipment with an initial cost of $47,444,836 and $44,009,376,      
respectively to 6 and 15 lessees or equipment users respectively. The weighted  
average initial transaction term for each quarter was 59 and 44 months          
respectively.                                                                   

Results of Operations for the Three Months Ended March 31, 1998 and 1997        

Revenues for the three months ended March 31, 1998 were $3,096,163,   
representing an increase of $1,538,144 from 1997. The increase in revenues      
resulted primarily from an increase in finance income of $1,465,377, an increase
in interest income and other of $68,654 and an increase in income from equity   
investment in joint ventures of $72,725. These increases were partially offset  
by a decrease in income from leveraged leases of $35,721 and a decrease in net  
gain on sales or remarketing of equipment of $32,891. The increase in finance   
income resulted from the increase in the average size of the portfolio from 1997
to 1998. Income from equity investment in joint ventures increased due to the   
Partnership's March 1997 investment in ICON Receivables 1997-A LLC, the timing  
of which afforded only a partial month's income in the first quarter of 1997 as 
compared to a full three months for the period ended March 31, 1997. Interest   
income and other increased primarily as a result of the increase in the average 
cash balance from 1997 to 1998. Net gain on sales or remarketing of equipment   
decreased due to a decrease in the number of leases maturing, and the underlying
equipment being sold or remarketed, for which the proceeds received were in     
excess of the remaining carrying value of the equipment.                        

Expenses for the three months ended March 31, 1998 were $2,848,764,   
representing an increase of $1,416,288 from 1997. The increase in expenses was  
due to an increase in interest expense of $956,697, an increase in management   
fees of $120,824, an increase in amortization of initial direct costs of        
$112,717, an increase in administrative expense reimbursements of $56,354, an   
increase in general and administrative expense of $19,674, an increase in       
provision for bad debts of $150,000 and an increase in minority interest in     
joint venture of $22. Interest expense increased due to an increase in the      
average debt outstanding from 1997 to 1998. Management fees, amortization of    
initial direct costs, administrative expense reimbursement and general and      
administrative expense increased due to an increase in the                      

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

March 31, 1998

average size of the portfolio from 1997 to 1998. A provision for bad debt was   
made during the first quarter of 1998 as a result of an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.       

    Net income for the three months ended March 31, 1998 and 1997 was $247,399
and $125,543, respectively. The net income per weighted average limited         
partnership unit was $.36 and $.40, respectively.                               

Liquidity and Capital Resources                                                 

     The Partnership's primary sources of funds for the three months ended March
31, 1998 and 1997 were capital contributions, net of offering expenses, of      
$14,530,069 and $4,833,663, from limited partners, respectively, net cash       
provided by operations of $93,208 and $(244,454), respectively, proceeds from   
sale of equipment of $0 and $1,793,586, respectively and proceeds from affiliate
note of $0 and $4,250,000, respectively. These funds were used to make payments 
on borrowings, fund cash distributions and to purchase equipment. The           
Partnership intends to purchase additional equipment and fund cash distributions
utilizing capital contributions, cash provided by operations, proceeds from     
sales of equipment and borrowings.                                              

     Cash distributions to limited partners for the three months ended March 31,
1998 and 1997, which were paid monthly, totaled $1,858,176 and $767,568,        
respectively, of which $244,925 and $124,288 was investment income and          
$1,613,251 and $643,280 was a return of capital, respectively. The monthly      
annualized cash distributions rate to limited partners was 10.75% of which 1.42%
and 1.6% was investment income and 9.33% and 9.15% was a return of capital,     
respectively. The limited partner distribution per weighted average unit        
outstanding for the three months ended March 31, 1998 and 1997 was $2.69, of    
which $.35 and $.40 was investment income and $2.34 and $2.29 was a return of   
capital, respectively.                                                          

In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON          
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the     
purpose of originating new leases, managing existing contributed assets and,    
eventually, securitizing its portfolio. On September 19, 1997 the Partnership,  
Series E and L.P. Six contributed and assigned additional equipment lease and   
finance receivables and residuals to 1997-A. The Partnership, Series D, Series E
and L.P. Six (collectively the "1997-A Members") received a 19.97%, 17.81%      
31.19% and 31.03% interest, respectively, in 1997-A based on the present value  
of their related contributions.                                                 

    In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio.                                                                      

    As of March 31, 1998, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any      
material effect on liquidity. As cash is realized from operations, sales of     
equipment and borrowings, the Partnership will invest in equipment leases and   
financings where it deems it to be prudent while retaining sufficient cash to   
meet its reserve requirements and recurring obligations as they become due.     

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Financial Statements

 December 31, 1997

 (With Independent Auditors' Report Thereon)

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INDEPENDENT AUDITORS' REPORT
----------------------------

The Partners                                                                    
ICON Cash Flow Partners L.P. Seven:                                             

We have audited the accompanying balance sheets of ICON Cash Flow Partners L.P. 
Seven (a Delaware limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, changes in partners' equity, and cash flows   
for the years ended December 31, 1997 and 1996 and for the period May 23, 1995  
(date of inception) to December 31, 1995. These financial statements are the    
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of ICON Cash Flow Partners L.P.   
Seven as of December 31, 1997 and 1996, and the results of its operations and   
its cash flows for the years ended December 31, 1997 and 1996 and for the period
May 23, 1995 (date of inception) to December 31, 1995, in conformity with       
generally accepted accounting principles.                                       

                                       /s/ KPMG Peat Marwick LLP
                                               ---------------------------------
                               KPMG Peat Marwick

March 27, 1998                                                                  
New York, New York                                                              

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets

December 31,

                                                                [Download Table]

                                                           1997            1996     
                                                           ----            ----     
Assets                                                                              
------                                                                              

                                                                                    
Cash                                                  $    4,516,385   $    698,301 
                                                      --------------   ------------ 

Investment in finance leases                                                        
   Minimum rents receivable                               89,824,617     15,894,245 
   Estimated unguaranteed residual values                 33,168,213      6,667,481 
   Initial direct costs                                    2,851,751        869,559 
   Unearned income                                       (23,581,783)    (3,515,258)
   Allowance for doubtful accounts                          (155,000)       (65,000)
                                                      --------------   ------------ 

                                                         102,107,798     19,851,027 
                                                      --------------   ------------ 

Investment in estimated unguaranteed residual values      26,531,664     12,325,000 
                                                      --------------   ------------ 

Net investment in leveraged leases                        11,146,488      9,980,633 
                                                      --------------   ------------ 

Equity investment in joint ventures                        2,022,052             -- 
                                                      --------------   ------------ 

Investment in financings                                                            
   Receivables due in installments                           906,283      6,619,755 
   Initial direct costs                                       16,480        143,565 
   Unearned income                                          (197,918)    (1,271,152)
   Allowance for doubtful accounts                           (22,222)       (10,000)
                                                      --------------   ------------ 

                                                             702,623      5,482,168 
                                                      --------------   ------------ 

Other assets                                                 852,432        148,941 
                                                      --------------   ------------ 

Total assets                                          $  147,879,442   $ 48,486,070 
                                                      ==============   ============ 

                                                        (continued on next page)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets (Continued)

December 31,

                                                        [Enlarge/Download Table]

                                                           1997              1996     
                                                           ----              ----     

       Liabilities and Partners' Equity                                               
       --------------------------------                                               

                                                                                      
Notes payable - non-recourse                          $   90,575,890   $   11,089,945 
Note payable - recourse                                   10,075,000       12,225,000 
Accounts payable-equipment                                 1,011,196        1,790,717 
Accounts payable - General Partner and affiliate              28,150          438,297 
Accounts payable - other                                     238,586           54,114 
Security deposits and deferred credits                        29,162            6,188 
Minority interest in joint venture                            20,335           15,955 
                                                      --------------   -------------- 
                                                         101,978,319       25,620,216 
                                                      --------------   -------------- 

Commitments and Contingencies                                                         

Partners' equity (deficiency)                                                         
   General Partner                                           (23,323)          (8,694)
   Limited partners (559,842.19 and 275,540.47 units                                  
     outstanding, $100 per unit original                                              
     issue price in 1997 and 1996, respectively)          45,924,446       22,874,548 
                                                      --------------   -------------- 

     Total partners' equity                               45,901,123       22,865,854 
                                                      --------------   -------------- 

Total liabilities and partners' equity                $  147,879,442   $   48,486,070 
                                                      ==============   ============== 

See accompanying notes to financial statements.                                 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Statements of Operations

For the Years Ended December 31, 1997 and 1996 and for the
  Period May 23, 1995 (date of inception) to December 31, 1995

                                                        [Enlarge/Download Table]

                                                        1997           1996        1995 
                                                        ----           ----        ---- 

Revenues                                                                                

                                                                                        
   Finance income                                   $   6,155,775  $   939,924  $     --
   Net gain on sales or remarketing of equipment        1,748,790         --          --
   Income from leveraged leases, net                    1,291,331      366,790        --
   Income from equity investment in joint ventures        436,216         --          --
   Interest income and other                              117,132      257,355        --
                                                    -------------  -----------  --------

   Total revenues                                       9,749,244    1,564,069        --
                                                    -------------  -----------  --------

Expenses                                                                                

   Interest                                             3,652,517      398,200        --
   Management fees - General Partner                    1,522,045      264,784        --
   Amortization of initial direct costs                   932,123      230,785        --
   Administrative expense                                                               
     reimbursements - General Partner                     652,319      117,809        --
   General and administrative                             186,280       72,040        --
   Provision for bad debts                                150,000       75,000        --
   Minority interest in joint ventures                      4,380         --          --
                                                    -------------  -----------  --------

   Total expenses                                       7,099,664    1,158,618        --
                                                    -------------  -----------  --------

Net income                                          $   2,649,580  $   405,451  $     --
                                                    =============  ===========  ========

Net income allocable to:                                                                
   Limited partners                                 $   2,623,084  $   401,396  $     --
   General Partner                                         26,496        4,055        --
                                                    -------------  -----------  --------

                                                    $   2,649,580  $   405,451  $     --
                                                    =============  ===========  ========

Weighted average number of limited                                                      
   partnership units outstanding                          413,677      156,222        --
                                                    =============  ===========  ========

Net income per weighted average                                                         
   limited partnership unit                         $        6.34  $      2.57  $     --
                                                    =============  ===========  ========

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity

For the Years Ended December 31, 1997 and 1996
 and for the Period May 23, 1995 (date of inception)
to December 31, 1995

 Limited Partner Distributions
 -----------------------------

                                                        [Enlarge/Download Table]

                                Return of    Investment       Limited      General                  
                                 Capital       Income        Partners      Partner         Total    
                                 -------       ------        --------      -------         -----    
                              (Per weighted average unit)                                           

                                                                                                    
Initial partners'                                                                                   
   capital contribution                                                                             
   - May 23, 1995                                          $       1,000   $   1,000   $      2,000 
                                                           -------------   ---------   ------------ 

Balance at                                                                                          
   December 31, 1995                                               1,000       1,000          2,000 

Refund of initial                                                                                   
   limited partners'                                                                                
   capital contribution                                           (1,000)         --         (1,000)

Proceeds from issuance                                                                              
   of limited partnership                                                                           
   units (275,540.47 units)                                   27,554,047          --     27,554,047 

Sales and                                                                                           
   offering expenses                                          (3,719,796)         --     (3,719,796)

Cash distributions                                                                                  
   to partners                  $  8.18       $  2.57         (1,361,099)    (13,749)    (1,374,848)

Net income                                                       401,396       4,055        405,451 
                                                           -------------   ---------   ------------ 

Balance at                                                                                          
   December 31, 1996                                          22,874,548      (8,694)    22,865,854 

Proceeds from issuance                                                                              
   of limited partnership                                                                           
   units (285,927.35 units)                                   28,592,735          --     28,592,735 

Sales and                                                                                           
   offering expenses                                          (3,862,277)         --     (3,862,277)

Limited partnership units                                                                           
   redeemed (1,625.63 units)                                    (155,815)         --       (155,815)


                                                        (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity (continued)

For the Years Ended December 31, 1997 and 1996
 and for the Period May 23, 1995 (date of inception)
to December 31, 1995

 Limited Partner Distributions
 -----------------------------

                                                        [Enlarge/Download Table]


                        Return of    Investment       Limited        General                   
                         Capital       Income        Partners        Partner          Total    
                         -------       ------        --------        -------          -----    
                      (Per weighted average unit)                                              

                                                                                               
Cash distributions                                                                             
   to partners          $  4.41       $  6.34         (4,147,829)      (41,125)     (4,188,954)

Net income                                             2,623,084        26,496       2,649,580 
                                                   -------------   -----------   ------------- 

Balance at                                                                                     
   December 31, 1997                               $  45,924,446   $   (23,323)  $  45,901,123 
                                                   =============   ===========   ============= 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows

 For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
 December 31, 1995

                                                        [Enlarge/Download Table]

                                                                     1997            1996             1995  
                                                                     ----            ----             ----  
                                                                                                            
Cash flows from operating activities:                                                                       
   Net income                                                  $     2,649,580  $      405,451     $   --   
                                                               ---------------  --------------     ---------
   Adjustments to reconcile net income to                                                                   
    net cash provided by operating activities:                                                              
     Gain on sale of equipment                                      (1,748,790)             --         --   
     Allowance for doubtful accounts                                   102,222          75,000         --   
     Finance income portion of                                                                              
     receivables paid directly                                                                              
       to lenders by lessees                                        (5,912,799)       (608,965)        --   
     Amortization of initial direct costs                              932,123         230,785         --   
     Interest expense on non-recourse                                                                       
       financings paid directly by lessees                           3,463,617         395,645         --   
     Collection of principal                                                                                
       - non-financed receivables                                      516,966         498,027         --   
     Income from leveraged leases, net                              (1,291,331)       (366,790)        --   
     Income from equity investment in joint ventures                  (436,216)             --         --   
     Distribution from equity investment in joint ventures           5,258,223              --         --   
     Change in operating assets and liabilities:                                                            
       Other assets                                                   (703,491)       (148,941)        --   
       Account payable to General Partner and affiliates, net         (410,147)        438,297         --   
       Accounts payable - other                                        184,472          54,114         --   
       Minority interest in joint ventures                               4,380          15,955         --   
       Security deposits and deferred credits                           22,974           6,189         --   
       Other, net                                                      223,547         (20,868)        --   
                                                               ---------------  --------------  ---------   

         Total adjustments                                             205,750         568,448         --   
                                                               ---------------  --------------  ---------   

       Net cash provided by operating activities                     2,855,330         973,899         --   
                                                               ---------------  --------------  ---------   

Cash flows from investing activities:                                                                       
   Equipment and receivables purchased                             (20,121,149)    (19,898,183)        --   
   Proceeds from sale of equipment                                   7,315,408            -            --   
   Initial direct costs                                             (3,363,765)     (2,737,818)        --   
   Equity investment in joint ventures                              (1,259,244)       (100,000)        --   
                                                               ---------------  --------------  ---------   

       Net cash used in investing activities                       (17,428,750)    (22,736,001)        --   
                                                               ---------------  --------------  ---------   


                                                        (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

 For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
 December 31, 1995

                                                        [Enlarge/Download Table]

                                                                    1997            1996            1995     
                                                                    ----            ----            ----     

                                                                                                             
Cash flows from financing activities:                                                                        
   Issuance of limited partnership units,                                                                    
     net of offering expenses                                      24,730,458      23,834,251              --
   Proceeds from affiliate loan                                     4,250,000              --              --
   Principal payment on loans from affiliate                       (4,250,000)             --              --
   Principal payment on notes payable recourse                     (2,150,000)             --              --
   Cash distributions to partners                                  (4,188,954)     (1,374,848)             --
   Initial limited and General Partner capital contributions               --              --           2,000
   Refund of initial limited partners'                                                                       
     capital contribution                                                  --          (1,000)             --
                                                              ---------------   -------------   -------------

       Net cash provided by financing activities                   18,391,504      22,458,403           2,000
                                                              ---------------   -------------   -------------

Net increase in cash                                                3,818,084         696,301           2,000

Cash at beginning of year                                             698,301           2,000              --
                                                              ---------------   -------------   -------------

Cash at end of year                                           $     4,516,385   $     698,301   $       2,000
                                                              ===============   =============   =============


See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information                                
------------------------------------------------                                

  Interest expense of $3,652,517 and $398,200 for the years ended December
31, 1997 and 1996 consisted of: interest expense on non-recourse financings paid
or accrued to lenders by lessees of $3,463,617 and $395,645, respectively, and  
other interest of $188,900 and $2,555, respectively.                            

For the years ended December 31, 1997 and 1996, non-cash activities   
included the following:                                                         

                                                                [Download Table]

                                                        1997              1996      
                                                        ----              ----      
                                                                                    
Fair value of equipment and receivables                                             
   purchased for debt and payables                   $(100,824,655)  $  (59,189,952)
Non-recourse and recourse notes payable                                             
   assumed in purchase price                            99,813,459       57,399,235 
Accounts payable - equipment                             1,011,196        1,790,717 

Decrease in investment in finance leases due                                        
   to terminations                                       6,025,115               -- 
Decrease in notes payable non-recourse                                              
   due to terminations                                  (6,025,115)              -- 

Decrease in investments in finance leases and                                       
   financings due to contribution to joint ventures      5,391,216               -- 
Increase in equity investment in joint ventures         (5,391,216)              -- 

Principal and interest on direct                                                    
   finance receivables paid directly                                                
   to lenders by lessees                                17,766,016        3,625,762 
Principal and interest on non-recourse                                              
   financings paid directly to lenders                                              
   by lessees                                          (17,766,016)      (3,625,762)
                                                     -------------   -------------- 
                                                     $          --   $           -- 
                                                     =============   ============== 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements

 December 31, 1997

1. Organization                                                                 

  ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of    
$2,000. It was formed to acquire various types of equipment, to lease such      
equipment to third parties and, to a lesser degree, to enter into secured       
financing transactions. The Partnership's maximum offering is $100,000,000. The 
Partnership commenced business operations on its initial closing date, January  
19, 1996, with the admission of 26,367.95 limited partnership units at $100 per 
unit representing $2,636,795 of capital contributions. As of December 31, 1997, 
535,099.87 additional units had been admitted into the Partnership with         
aggregate gross proceeds of $53,509,987 bringing the total admission to         
561,467.82 units totaling $56,146,782 in capital contributions. During 1997,    
1,625.63 units were redeemed, leaving 559,842.19 partnership units outstanding  
at December 31, 1997.                                                           

 In the third quarter of 1997 the Partnership received approval from the
Securities and Exchange Commission to extend the Partnership's offering period  
by twelve months. The Partnership's offering period will end no later than      
November 9, 1998.                                                               

    The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will manage and       
control the business affairs of the Partnership's equipment, leases and         
financing transactions under a management agreement with the Partnership.       

     ICON Securities Corp., an affiliate of the General Partner, will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership, including underwriting 
commissions, sales commissions, incentive fees, public offering expense         
reimbursements and due diligence activities will be limited to 13 1/2% of the   
gross proceeds received from the sale of the units. Such offering expenses      
aggregated $7,579,816 (including $3,088,993 paid to the General Partner or its  
affiliates (See Note 10) and were charged directly to limited partners' equity. 

Profits, losses, cash distributions and disposition proceeds will be  
allocated 99% to the limited partners and 1% to the General Partner until each  
limited partner has received cash distributions and disposition proceeds        
sufficient to reduce its adjusted capital contribution account to zero and      
receive, in addition, other distributions and allocations which would provide a 
10% per annum cumulative return, compounded daily, on its outstanding adjusted  
capital contribution account. After such time, the distributions will be        
allocated 90% to the limited partners and 10% to the General Partner.           

2. Significant Accounting Policies                                              

Basis of Accounting and Presentation - The Partnership's records are  
maintained on the accrual basis. The preparation of financial statements in     
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts of assets and   
liabilities and disclosure of contingent assets and liabilities at the date of  
the financial statements and the reported amounts of revenues and expenses      
during the reporting period. Actual results could differ from those estimates.  

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Leases - The Partnership accounts for owned equipment leased to third 
parties as finance leases or leveraged leases. For finance leases, the          
Partnership records, at the inception of the lease, the total minimum lease     
payments receivable, the estimated unguaranteed residual values, the initial    
direct costs related to the leases and the related unearned income. Unearned    
income represents the difference between the sum of the minimum lease payments  
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. The Partnership's net investment in   
leveraged leases consists of minimum lease payments receivable, the estimated   
unguaranteed residual values and the initial direct costs related to the leases,
net of the unearned income and principal and interest on the related            
non-recourse debt. Unearned income is recognized as income from leveraged leases
over the life of the lease at a constant rate of return on the positive net     
investment. Initial direct costs of finance leases and leverage leases are      
capitalized and are amortized over the terms of the related leases using the    
interest method. The Partnership's leases have terms ranging from two to five   
years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investments along  
with investment income.                                                         

 Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs   
related thereto less the related unearned income. The unearned income is        
recognized as finance income, and the initial direct costs are amortized, over  
the terms of the receivables using the interest method. Financing transactions  
are supported by a written promissory note evidencing the obligation of the user
to repay the principal, together with interest, which will be sufficient to     
return the Partnership's full cost associated with such financing transaction,  
together with some investment income. Furthermore, the repayment obligation is  
collateralized by a security interest in the tangible or intangible personal    
property.                                                                       

Investment in Estimated Unguaranteed Residual Value - The Partnership 
purchased a 50% interest of an option to acquire equipment during 1996. The     
Partnership purchased a 100% interest of an option to acquire equipment during  
1997. The assets will be carried at cost until sale or release of the equipment,
at which time a gain or loss will be recognized on the transactions. No income  
will be recognized until the underlying equipment is sold or released. (See Note
3 for discussion of investment in estimated unguaranteed residual value).       

Disclosures About Fair Value of Financial Instruments - Statement of  
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value  
of Financial Instruments" requires disclosures about the fair value of financial
instruments, except for lease related instruments. At December 31, 1997, the    
carrying value of the Partnership's financial assets other than lease related   
investments and liabilities approximates fair value.                            

   Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency, an assessment of  
overall risk and a review of historical loss experience. The Partnership's      
write-off policy is based on an analysis of the aging of the Partnership's      
portfolio, a review of the non-performing receivables and leases, and prior     
collection experience. An account is fully reserved for or written off when the 
analysis indicates that the probability of collection of the account is remote. 

  Impairment of Estimated Residual Values - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for       
Long-Lived Assets to be Disposed Of," which was effective beginning in 1996.    

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

   The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals  
on an individual asset basis to determine whether events or changes in          
circumstances indicate that the carrying value of an asset may not be           
recoverable and, therefore, an impairment loss should be recognized. The events 
or changes in circumstances which generally indicate that the residual value of 
an asset has been impaired are (i) the estimated fair value of the underlying   
equipment is less than the Partnership's carrying value or (ii) the lessee is   
experiencing financial difficulties and it does not appear likely that the      
estimated proceeds from disposition of the asset will be sufficient to satisfy  
the remaining obligation to the non-recourse lender and the Partnership's       
residual position. Generally in the latter situation, the residual position     
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership  
does not recover its residual until the non-recourse note obligation is repaid  
in full.                                                                        

 The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be      
received by the Partnership from release or resale of the equipment. Generally, 
quoted market prices are used as the basis for measuring whether an impairment  
loss should be recognized.                                                      

As a result, the Partnership's policy with respect to measurement and 
recognition of an impairment loss associated with estimated residual values is  
consistent with the requirements of SFAS No. 121 and, therefore, the            
Partnership's adoption of this Statement in the first quarter of 1996 had no    
material effect on the financial statements.                                    

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.     

New Accounting Pronouncements - In June 1996 the Financial Accounting 
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 
125, "Accounting for Transfers and Servicing of Financial Assets and            
Extinguishments of Liabilities." SFAS No. 125 establishes, among other things,  
criteria for determining whether a transfer of financial assets is a sale or a  
secured borrowing effective for all transfers occurring after December 31, 1997.
The adoption of SFAS No. 125 is not expected to have a material impact on the   
Partnership's net income, partners' equity or total assets.                     

3. Gain on Disposal of Residual Interest                                        

In December 1997 the Partnership disposed of its residual interest in two       
offshore supply vessels owned by Energy Land Corp. The disposal of the residual 
interest occurred in connection with the sale of the vessels to Hvide Marine,   
Inc. The vessels had previously been chartered by Occidental Equipment and      
Services, Inc. The Partnership's interest was acquired on April 9, 1997 for     
$3,430,000 cash. The Partnership paid $278,500 in initial direct costs related  
to the transaction. The residual interest was disposed of for total cash        
proceeds of $5,864,138. The Partnership earned $446,028 on the transaction from 
April 1997 through December 1997. The Partnership recognized a $1,709,610 gain  
upon disposal of its interest.                                                  

4. Residual Investment                                                          

     On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire a 100% interest in a drilling rig. The purchase price of the 50%        
investment was $12,325,000.                                                     

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

 On July 31, 1997, the Partnership purchased an option to acquire a 100%
interest on three Boeing 737-300 aircraft, currently on lease with Continental  
Airlines. The purchase price was $14,206,664 and consisted of $1,237,500 in cash
and $12,969,164 in non-recourse notes.                                          

5. Net Investment in Leveraged Leases                                           

     On August 20, 1996, the Partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft on lease with Federal Express. The aircraft
is a 1986 McDonnell Douglas DC-10-30F, and has a remaining term of seven years. 
The purchase price was $40,973,585, consisting of $6,000,000 in cash and the    
assumption of non-recourse senior debt of $26,217,294 and non-recourse junior   
debt of $8,756,291.                                                             

On December 31, 1996, the Partnership acquired, subject to a leveraged
lease, an aircraft on lease with Continental Airlines, Inc. The aircraft is a   
1976 McDonnell Douglas DC-10-30 and has a remaining term of five years. The     
purchase price was $11,320,923 consisting of $2,104,262 in cash and the         
assumption of non-recourse senior debt of $9,216,661.                           

The net investment in the leveraged leases as of December 31, 1997 consisted of 
the following:                                                                  

                                                                [Download Table]

                                                                  
Non-cancelable minimum rents receivable (net of                   
  principal and interest on non-recourse debt)     $    1,071,000 
Estimated unguaranteed residual values                 24,818,001 
Initial direct costs                                    1,231,377 
Unearned income                                       (15,973,890)
                                                   -------------- 
                                                   $   11,146,488 
                                                   ============== 

  Unearned income is recognized from leveraged leases over the life of the
lease at a constant rate of return on the positive net investment.              

     Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1997 are $51,610,515 and are due as follows:                       

                                                                [Download Table]

                                  
1998                   $ 7,742,360
1999                     7,742,360
2000                     8,022,359
2001                     8,022,359
2002                     8,022,360
Thereafter              12,058,717
                       -----------
                       $51,610,515
                       ===========

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

    Principal and interest on non-recourse debt assumed in the purchase of the
leveraged leases is $50,539,515 at December 31, 1997 and matures as follows:    

                                                                [Download Table]

                                   
1998                    $ 7,742,360
1999                      7,742,360
2000                      7,742,359
2001                      7,742,359
2002                      7,742,359
Thereafter               11,827,718
                        -----------
                        $50,539,515
                        ===========

    Prior to the acquisition of the Federal Express transaction, the free cash
flow, the rent in excess of the senior debt payments, was financed by an        
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e., the     
junior debt). On January 29, 1997, the Partnership refinanced a portion of the  
junior debt with a third party.                                                 

6.   Receivables Due in Installments                                            

    Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:                                                                 

                                                                [Download Table]


                        Finance                                  
Year                     Leases       Financings         Total   
----                     ------       ----------         -----   

                                                                 
1998                   $23,412,651   $   293,446    $  23,706,097
1999                    20,291,755       190,239       20,481,994
2000                    16,181,430       183,345       16,364,775
2001                     9,857,704       149,805       10,007,509
2002                     8,022,360        89,448        8,111,808
Thereafter              12,058,717            --       12,058,717
                       -----------   -----------    -------------
                       $89,824,617   $   906,283    $  90,730,900
                       ===========   ===========    =============

7.   Allowance for Doubtful Accounts                                            

   The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following:                               

                                                                [Download Table]

                                Finance                             
                                 Leases    Financings      Total    
                                 ------    ----------      -----    
                                                                    
Balance at December 31, 1995  $        --  $        --      $    -- 
Charged to operations              65,000       10,000       75,000 
                              -----------  -----------   ---------- 
Balance at December 31, 1996       65,000       10,000       75,000 

Charged to operations              90,000       60,000      150,000 
Accounts written-off                   --      (47,778)     (47,778)
                              -----------  -----------   ---------- 
Balance at December 31, 1997  $   155,000  $    22,222   $  177,222 
                              ===========  ===========   ========== 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

8.   Notes Payable                                                              

    Notes payable consists of notes payable non-recourse, which are being paid
directly to the lenders by the lessees, and notes payable recourse, which       
relates to the Partnership's acquisition of a residual investment (See Note 4). 
The notes bear interest at rates ranging from 6.5% to 9.4%. These notes mature  
as follows:                                                                     

                                                                [Download Table]

                    Notes Payable        Note Payable                   
Year                Non-Recourse           Recourse             Total   
----                ------------           --------             -----   
                                                                        
1998              $     25,575,394      $    2,250,000      $ 27,825,394
1999                    21,998,436           2,250,000        24,248,436
2000                    16,574,146           5,575,000        22,149,146
2001                     7,447,607                  --         7,447,607
2002                     4,872,512                  --         4,872,512
Thereafter              14,107,795                  --        14,107,795
                  ----------------      --------------      ------------
                  $     90,575,890      $   10,075,000      $100,650,890
                  ================      ==============      ============

9.   Investment in Joint Ventures                                               

The Partnership Agreement allows the Partnership to invest in joint   
ventures with other limited partnerships sponsored by the General Partner       
provided that the investment objectives of the joint ventures are consistent    
with that of the Partnership.                                                   

ICON Cash Flow L.L.C. III                                                       
-------------------------                                                       

                On December 31, 1996, the Partnership and an affiliate, ICON
Cash Flow Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners  
L.L.C. III ("ICON LLC III"), for the purpose of acquiring and managing an       
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $10,905,228. The lease is a leveraged lease 
and the lease term expires in March 2003. Profits, losses, excess cash and      
disposition proceeds are allocated 99% to the Partnership and 1% to Series E.   
The Partnership's financial statements include 100% of the assets and           
liabilities of ICON LLC III. Series E's investment in ICON LLC III has been     
reflected as "Minority interest in joint venture."                              

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

ICON Receivables 1997-A L.L.C.                                                  
------------------------------                                                  

In March 1997 the Partnership, Series D and L.P. Six contributed and  
assigned equipment lease and finance receivables and residuals with a net book  
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000   
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special 
purpose entity created for the purpose of originating new leases, managing      
existing contributed assets and, eventually, securitizing its portfolio. In     
order to fund the acquisition of new leases, 1997-A obtained a warehouse        
borrowing facility from Prudential Securities Credit Corporation (the "1997-A   
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest  
equal to Libor plus 1.5%.                                                       

  On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned equipment lease and finance receivables and residuals with a net   
book value of $0, $15,547,305 and $5,225,794 and cash of $484,244, $740,000 and 
$300,000, respectively to 1997-A. The Partnership, Series D, Series E and L.P.  
Six (collectively the "1997-A Members") received a 19.97%, 17.81% 31.19% and    
31.03% interest, respectively, in 1997-A based on the present value of their    
related contributions.                                                          

On September 19, 1997, 1997-A securitized substantially all of its    
equipment leases and finance receivables and residuals. The net proceeds from   
the securitization totaled $47,140,183, of which $16,658,877 was used to pay    
down the 1997-A Facility, and the remaining proceeds, after establishing        
reserves for expenses, were distributed to the 1997-A Members based on their    
respective interests. The Partnership's share of the net proceeds from the      
securitization totaled $4,889,804. 1997-A became the beneficial owner of a      
trust. The trustee for the trust is Texas Commerce Bank ("TCB"). In conjunction 
with this securitization, the portfolio as well as the General Partner's        
servicing capabilities were rated "AA" by Duff & Phelps and Fitch, both         
nationally recognized rating agencies. The General Partner, as servicer, is     
responsible for managing, servicing, reporting on and administering the         
portfolio. 1997-A remits all monies received from the portfolio to TCB. TCB is  
responsible for disbursing to the noteholders their respective principal and    
interest and to 1997-A the excess of cash collected over debt service from the  
portfolio. The 1997-A Members received their pro rata share of any excess cash  
on a monthly basis from 1997-A. The Partnership used these proceeds to payoff   
the $4,250,000 note payable to 1997-A.The Partnership accounts for its          
investment in 1997-A under the equity method of accounting. The 1997-A Members  
may receive, in accordance with their membership interests, additional proceeds 
if 1997-A generates excess cash (cash after payment of debt and expenses).      

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Information as to the financial position and results of operations of 1997-A as 
of and for the year ended December 31, 1997 is summarized below:                

                                                                [Download Table]


                                             December 31, 1997
                                             -----------------

                                                              
Assets                                         $ 50,911,005   
                                               ============   

Liabilities                                    $ 45,143,569   
                                               ============   

Equity                                         $  5,767,436   
                                               ============   

                                                Year Ended    
                                             December 31, 1997
                                             -----------------

Net income                                     $  1,298,430   
                                               ============   

ICON Receivables 1997-B L.L.C.                                                  
------------------------------                                                  

  In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio. The 1997-B Members contributed $500,000 (16.67% interest), $250,000  
(8.33% interest) and $2,250,000 (75.00% interest), respectively to 1997-B. In   
order to fund the acquisition of additional leases, 1997-B obtained a warehouse 
borrowing facility from Prudential Securities Credit Corporation (the "1997-B   
Facility"). Borrowings under the 1997-B Facility are based on the present value 
of the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Facility bear interest 
equal to Libor plus 1.5%. Collections of receivables from leases are used to pay
down the 1997-B Facility, however, in the event of a default, all of 1997-B's   
assets are available to cure such default. The net proceeds from the expected   
securitization of these assets will be used to pay-off the remaining 1997-B     
Facility balance and the remaining proceeds will be distributed to the 1997-B   
Members in accordance with their membership interests. The Partnership accounts 
for its investment in 1997-B under the equity method of accounting. The 1997-B  
Members may receive, in accordance with their membership interests, additional  
proceeds if 1997-B generates excess cash (cash after payment of debt and        
expenses).                                                                      

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Information as to the financial position and results of operations of 1997-B as 
of and for the year ended December 31, 1997 is summarized below:                

                                                                [Download Table]


                              December 31, 1997
                              -----------------

                                               
Assets                        $  18,209,360    
                              =============    

Liabilities                   $  15,008,185    
                              =============    

Equity                        $   3,201,175    
                              =============    

                                 Year Ended    
                              December 31, 1997
                              -----------------

Net income                    $     201,175    
                              =============    

10.  Related Party Transactions                                                 

   Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the year ended December 31, 1997 and 1996 were as 
follows:                                                                        

                                                        [Enlarge/Download Table]

                                        1997          1996                            
                                        ----          ----                            

                                                                                      
Underwriting commissions            $   1,123,270  $    551,081  Charged to Equity    
Organization and offering expenses      1,965,723       964,391  Charged to Equity    
Acquisition fees                        2,934,301     2,737,818  Capitalized          
Management fees                         1,522,045       264,784  Charged to operations
Administrative expense                                                                
 reimbursements                           652,319       117,809  Charged to operations
                                    -------------  ------------                       

Total $                                 8,197,658   $ 4,635,883                       
                                    =============  ============                       

    The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 9 for additional information
relating to the joint ventures.)                                                

On March 11, 1997, the Partnership borrowed $4,250,000 from 1997-A, an
affiliate of the Partnership (See Note 8). The note was a short term note, bore 
interest at Libor plus 1.5% and was paid from the Partnership's share of        
securitization proceeds in September 1997.                                      

11.   Commitments and Contingencies                                             

     The Partnership, from time to time, has and will enter into remarketing and
residual sharing agreements with third parties. In connection therewith,        
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas. As of December 31, 
1997 the Partnership has not made any payments pursuant to such agreements.     

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

12.   Tax Information (Unaudited)                                               

    The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the year ended December 31, 1997: 

                                                                [Download Table]

                                                       1997           1996  
                                                       ----           ----  

                                                                            
Net income per financial statements           $    2,649,580    $   405,451 

Differences due to:                                                         
  Direct finance leases                            9,376,627       (258,725)
  Depreciation                                   (11,358,603)            -- 
  Provision for losses                               102,222             -- 
  Loss on sale of equipment                          759,191             -- 
  Other                                              806,922             -- 
                                              --------------    ----------- 
Partnership income for                                                      
 federal income tax purposes                  $    2,335,939    $   146,726 
                                              ==============    =========== 

 As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $45,901,123 compared to the partners' capital      
accounts for federal income tax purposes of $53,066,747 (unaudited). The        
difference arises primarily from commissions reported as a reduction in the     
partners' capital accounts for financial reporting purposes but not for federal 
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.                                          

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

General Partner's Discussion and Analysis of
 Financial Condition and Results of Operations

   ICON Cash Flow Partners L.P. Seven (the "Partnership"), was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business  
operations on its initial closing date, January 19, 1996 with the admission of  
26,367.95 limited partnership units at $100 per unit representing $2,636,795 of 
capital contributions. Between January 19, 1996 and December 31, 1996,          
249,172.52 additional units were admitted representing $24,917,252 of capital   
contributions. In 1997, 285,927.35 additional units were admitted representing  
$28,592,735 of capital contributions. In 1997, 1,625.63 units were redeemed,    
leaving 559,842.19 partnership units outstanding at December 31, 1997.          

     The Partnership's portfolio consisted of net investments in finance leases,
investment in estimated unguaranteed residual value, leveraged leases, equity   
investment in joint ventures and financings representing 72%, 18%, 8%, 1% and 1%
of total investments at December 31, 1997, respectively, and 42%, 0%, 21%, 26%  
and 11% of total investments at December 31, 1996, respectively.                

Results of Operations for the Years Ended December 31, 1997 and 1996            

   For the years ended December 31, 1997 and 1996, the Partnership purchased
and leased or financed equipment with an initial cost of $119,155,086 and       
$91,413,135, respectively, to 13 and 198 lessees or equipment users.            

    Revenues for the year ended December 31, 1997 were $9,749,244 representing
an increase of $8,185,175 from 1996. The increase in revenues was attributable  
to an increase in finance income of $5,215,851, an increase in net gain on sales
or remarketing of equipment of $1,748,790 or 100%, an increase in income from   
leverage leases of $924,541 and an increase in income from equity investment in 
joint ventures of $436,216. These increases were partially offset by a decrease 
in interest income and other of $140,223 or 54%. Finance income increased due to
the increase in the average size of the portfolio from 1996 to 1997. The net    
gain on sales or remarketing of equipment increased due to the December 1997    
termination of the Partnership's residual interests in two offshore supply      
vessels resulting in a gain on termination of $1,709,610. Income from leverage  
leases increased due to the increase in the average size of the leverage lease  
portfolio from 1996 to 1997. Income from equity investment in joint ventures    
increased as a direct result of the Partnership's 1997 contribution to ICON     
Receivables 1997-A L.L.C. ("1997-A") and ICON Receivables 1997-B L.L.C.         
("1997-B"). These contributions consisted of equipment lease and finance        
receivables, residuals and cash totaling $6,650,460. Interest income and other  
decreased due to a decrease in the average cash balance from 1996 to 1997.      

     Expenses for the year ended December 31, 1997 were $7,099,664, representing
an increase of $5,941,046 from 1996. The increase in expenses was attributable  
to an increase in interest expense of $3,254,317, an increase in management fees
of $1,257,261, an increase in amortization of initial direct cost of $701,338,  
an increase in administrative expense reimbursement of $534,510, an increase in 
general and administrative expenses of $114,240, an increase in provision for   
bad debts of $75,000 and an increase in minority interest in joint ventures of  
$4,380. Interest expense increased due to the increase in the average debt      
outstanding from 1996 to 1997. Management fees, amortization of initial direct  
cost, administrative expense reimbursement and general and administrative       
expenses increased due to the average size of the portfolio from 1996 to 1997. A
provision for bad debts was made in 1997 as a result of an analysis of          
delinquency, an assessment of overall risk and a review of historical loss      
experience. The increase in minority interest in joint ventures resulted from   
the Partnership's 1997 investment in joint ventures.                            

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

Since the Partnership commenced operations on January 19, 1996, a     
comparison of results of operations to prior periods is not presented.          

     Net income for the year ended December 31, 1997 and 1996 was $2,649,580 and
$405,451, respectively. The net income per weighted average limited partnership 
unit was $6.34 and $2.57, respectively, weighted from the date each unit was    
admitted to the Partnership.                                                    

Liquidity and Capital Resources                                                 

  The Partnership's primary sources of funds in 1997 and 1996 were capital
contributions, net of offering expenses, of $24,730,458 and $23,834,251,        
respectively, proceeds from sale of equipment of $7,315,408 in 1997 and cash    
provided by operations of $2,855,330 and $973,899, respectively. These funds    
were used to fund cash distributions and to purchase equipment. The Partnership 
intends to continue to purchase equipment and to fund cash distributions        
utilizing funds from capital contributions and cash provided by operations.     

The Partnership's notes payable at December 31, 1997 and 1996 totaled 
$100,650,890 and $23,314,945, respectively. These amounts consisted of          
$90,575,890 and $11,089,945 in non-recourse notes, respectively, which are being
paid directly to the lenders by the lessees, and recourse notes payable of      
$10,075,000 and $12,225,000, respectively, which are secured by the             
Partnership's investment in unguaranteed residual values.                       

     Cash distributions to the limited partners for the years ended December 31,
1997 and 1996, which were paid monthly totaled $4,147,829 and $1,361,099,       
respectively of which $2,623,084 and $401,396 was investment income and         
$1,524,745 and $958,703 was a return of capital, respectively. The monthly      
annualized cash distribution rate to limited partners for the years ended       
December 31, 1997 and 1996 was 10.75%, of which 6.34% and 2.57% was investment  
income and 4.41% and 8.18% was a return of capital respectively, calculated as a
percentage of each partners' initial capital contribution. The limited partner  
distribution per weighted average unit outstanding for the years ended December 
31, 1997 and 1996 was $10.75, of which $6.34 and $2.57 was investment income and
$4.41 and $8.18 was a return of capital, respectively.                          

In March 1997 the Partnership, ICON Cash Flow Partners, L.P., Series D
("Series D") and ICON Cash Flow Partners L.P. Six ("L.P. Six") contributed and  
assigned equipment lease and finance receivables and residuals with a net book  
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000   
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special 
purpose entity created for the purpose of originating new leases, managing      
existing contributed assets and, eventually, securitizing its portfolio. In     
order to fund the acquisition of new leases, 1997-A obtained a warehouse        
borrowing facility from Prudential Securities Credit Corporation (the "1997-A   
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest  
equal to Libor plus 1.5%.                                                       

On September 19, 1997 the Partnership, ICON Cash Flow Partners, L.P., Series E  
("Series E") and L.P. Six contributed and assigned equipment lease and finance  
receivables and residuals with a net book value of $0, $15,547,305 and          
$5,225,794 and cash of $484,244, $740,000 and $300,000, respectively to 1997-A. 
The Partnership, Series D, Series E and L.P. Six (collectively the "1997-A      
Members") received a 19.97%, 17.81% 31.19% and 31.03% interest, respectively, in
1997-A based on the present value of their related contributions.               

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

On September 19, 1997, 1997-A securitized substantially all of its    
equipment leases and finance receivables and residuals. The net proceeds from   
the securitization totaled $47,140,183, of which $16,658,877 was used to pay    
down the 1997-A Facility, and the remaining proceeds, after establishing        
reserves for expenses, were distributed to the 1997-A Members based on their    
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the trust is Texas Commerce Bank ("TCB"). In conjunction with this          
securitization, the portfolio as well as the General Partner's servicing        
capabilities were rated "AA" by Duff & Phelps and Fitch, both nationally        
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the noteholders their respective principal and interest and to 1997-A the    
excess of cash collected over debt service from the portfolio. The 1997-A       
Members received their pro rata share of any excess cash on a monthly basis from
1997-A. The Partnership's share of the net proceeds from the securitization     
totaled $4,889,804. The Partnership used these proceeds to payoff the $4,250,000
note payable to 1997-A. The Partnership accounts for its investment in 1997-A   
under the equity method of accounting. The 1997-A Members may receive, in       
accordance with their membership interests, additional proceeds if 1997-A       
generates excess cash (cash after payment of debt and expenses).                

  In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("1997-B"), for the purpose
of originating lease transactions and ultimately securitizing its portfolio. The
1997-B Members contributed $500,000 (16.67% interest), $250,000 (8.33% interest)
and $2,250,000 (75.00% interest), respectively to 1997-B. In order to fund the  
acquisition of additional leases, 1997-B obtained a warehouse borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
Borrowings under the 1997-B Warehouse Facility are based on the present value of
the new leases, provided that in the aggregate, the amount outstanding cannot   
exceed $40,000,000. Outstanding amounts under the 1997-B Warehouse Facility bear
interest equal to Libor plus 1.5%. Collections of receivables from leases are   
used to pay down the 1997-B Warehouse Facility, however, in the event of a      
default, all of 1997-B's assets are available to cure such default. The net     
proceeds from the expected securitization of these assets will be used to       
pay-off the remaining 1997-B Warehouse Facility balance and the remaining       
proceeds will be distributed to the 1997-B Members in accordance with their     
membership interests. The Partnership accounts for its investment in 1997-B     
under the equity method of accounting. The 1997-B Members may receive, in       
accordance with their membership interests, additional proceeds if 1997-B       
generates excess cash (cash after payment of debt and expenses).                

     As of December 31, 1997 there were no known trends or demands, commitments,
events or uncertainties which are likely to have any material effect on         
liquidity. As cash is realized from operations, sales of equipment and          
borrowings, the Partnership will invest in equipment leases and financings where
it deems it to be prudent while retaining sufficient cash to meet its reserve   
requirements and recurring obligations as they become due.                      

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ICON CAPITAL CORP.

Financial Statements

 March 31, 1998 and 1997

 (With Independent Auditors' Report Thereon)

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INDEPENDENT AUDITORS' REPORT
----------------------------

The Board of Directors                                                          
ICON Capital Corp.:                                                             

We have audited the accompanying balance sheets of ICON Capital Corp. as of     
March 31, 1998 and 1997, and the related statements of income, changes in       
stockholder's equity, and cash flows for the years then ended. These financial  
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of ICON Capital Corp. as of March 
31, 1998 and 1997, and the results of its operations and its cash flows for the 
years then ended, in conformity with generally accepted accounting principles.  

                                         KPMG Peat Marwick LLP

June 12, 1998                                                                   
New York, New York                                                              

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ICON CAPITAL CORP.

BALANCE SHEETS

 March 31,

                                                                [Download Table]

                                                           1998        1997      
                                                           ----        ----      

          ASSETS                                                                 

                                                                                 
Cash                                                     $  179,403   $  292,524 
Receivables from affiliates                               3,580,727      181,039 
Receivables from related parties - managed partnerships     572,990    1,323,502 
Prepaid and other assets                                    226,855      187,687 
Deferred charges                                            524,270      379,717 
Fixed assets and leasehold improvements, at cost, less                           
  accumulated depreciation and amortization of                                   
  $1,865,232 and $1,533,265                                 758,680      752,472 
                                                         ----------   ---------- 

Total assets                                             $5,842,925   $3,116,941 
                                                         ==========   ========== 

          LIABILITIES AND STOCKHOLDER'S EQUITY                                   

Accounts payable and accrued expenses                    $1,819,003   $1,225,726 
Notes payable - line of credit                            2,000,000           -- 
Notes payable - capital lease obligations                   246,386      196,105 
Deferred management fees - managed partnerships             232,000      758,452 
Deferred income taxes, net                                  583,436      255,176 
                                                         ----------   ---------- 

Total liabilities                                         4,880,825    2,435,459 
                                                         ----------   ---------- 

Commitments and contingencies                                                    

Stockholder's equity:                                                            
  Common stock:  no par value; $10 stated                                        
    value; authorized 3,000 shares;                                              
    issued and outstanding 1,500 shares                      15,000       15,000 
  Additional paid-in capital                                716,200      716,200 
  Retained earnings                                       1,330,900    1,050,282 
                                                         ----------   ---------- 
                                                          2,062,100    1,781,482 

Note receivable from stockholder                         (1,100,000)   1,100,000)
                                                         ----------   ---------- 

                                                            962,100      681,482 
                                                         ----------   ---------- 

Total liabilities and stockholder's equity               $5,842,925   $3,116,941 
                                                         ==========   ========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

STATEMENTS OF INCOME

 For the Years Ended March 31,

                                                                [Download Table]

                                                          1998         1997    
                                                          ----         ----    

Revenues:                                                                      

                                                                               
     Fees - managed partnerships                       $12,048,906  $11,517,396
     Management fees - affiliate                           716,444      261,003
     Lease consulting fees and other                        61,025      112,245
     Rental income from investment in operating lease           --    1,541,647
                                                       -----------  -----------

          Total revenues                                12,826,375   13,432,291
                                                       -----------  -----------

Expenses:                                                                      

     Selling, general and administrative                 9,404,987    7,174,496
     Amortization of deferred charges                      844,636      484,579
     Depreciation and amortization                         331,967      319,000
     Interest expense - notes payable                       80,885        6,818
     Depreciation - equipment under operating lease             --    1,293,775
     Interest expense - non-recourse financings                 --      247,872
                                                       -----------  -----------

          Total expenses                                10,662,475    9,526,540
                                                       -----------  -----------

     Income before provision for income taxes            2,163,900    3,905,751

Provision for income taxes                                 554,842      112,010
                                                       -----------  -----------

     Net income                                        $ 1,609,058  $ 3,793,741
                                                       ===========  ===========

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

 For the Years Ended March 31, 1998 and 1997

                                                        [Enlarge/Download Table]

                             Common Stock                                            Note        Total    
                         ------------------------   Additional                    Receivable      Stock-  
                           Shares       Stated       Paid-in        Retained         from        holder's 
                         Outstanding     Value       Capital        Earnings     Stockholder     Equity   
                         -----------    ---------  -------------  ------------   ------------  ---------- 
                                                                                                          
March 31, 1996                 1,500    $  15,000  $     716,200  $    889,957   $        --   $1,621,157 

Issuance of                                                                                               
  note from stockholder           --           --             --            --    (1,100,000)  (1,100,000)

Net income                        --           --             --     3,793,741            --    3,793,741 

Distributions to Parent           --           --             --    (3,633,416)           --   (3,633,416)
                         -----------    ---------  -------------  ------------   -----------   ---------- 

March 31, 1997                 1,500       15,000        716,200     1,050,282    (1,100,000)     681,482 

Net income                        --           --             --     1,609,058                  1,609,058 

Distributions to Parent           --           --             --    (1,328,440)           --   (1,328,440)
                         -----------    ---------  -------------  ------------   -----------   ---------- 

March 31, 1998                 1,500    $  15,000  $     716,200  $  1,330,900   $(1,100,000)  $  962,100 
                         ===========    =========  =============  ============   ===========   ========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

STATEMENTS OF CASH FLOWS

 For the Years Ended March 31,

                                                        [Enlarge/Download Table]

                                                                         1998           1997     
                                                                         ----           ----     
                                                                                                 
Cash flows from operating activities:                                                            
   Net income                                                          $ 1,609,058   $ 3,793,741 
                                                                       -----------   ----------- 
   Adjustments to reconcile net income                                                           
     to net cash provided by operating activities:                                               
      Depreciation and amortization                                        331,967     1,612,775 
      Amortization of deferred charges                                     844,636       484,579 
      Deferred income taxes                                                328,260      (228,768)
      Rental income paid directly to lender by lessee                           --    (1,541,647)
      Interest expense paid directly to lenders by lessees                      --       247,872 
      Changes in operating assets and liabilities:                                               
         Receivables from managed partnerships, net of                                           
           deferred management fees                                        224,060       790,506 
         Receivables from affiliates                                    (3,399,688)      155,767 
         Deferred charges                                                 (989,189)     (561,410)
         Prepaid and other assets                                          (39,168)      (54,099)
         Accounts payable and accrued expenses                             593,277       353,956 
         Other                                                                  --         4,158 
                                                                       -----------   ----------- 
           Total adjustments                                            (2,105,845)    1,263,689 
                                                                       -----------   ----------- 
   Net cash provided by (used in) operating activities                    (496,787)    5,057,430 
                                                                       -----------   ----------- 

Cash flows from investing activities:                                                            
   Purchases of fixed assets and leasehold improvements                   (234,336)      (97,279)
                                                                       -----------   ----------- 

   Net cash used in investing activities                                  (234,336)      (97,279)
                                                                       -----------   ----------- 

Cash flows from financing activities:                                                            
   Proceeds from notes payable-line of credit                            2,000,000            -- 
   Distributions to Parent                                              (1,328,440)   (3,633,416)
   Principal payments on notes payable-capital lease obligations, net      (53,558)      (49,061)
   Loan to stockholder                                                          --    (1,100,000)
                                                                       -----------   ----------- 

   Net cash provided by (used in) financing activities                     618,002    (4,782,477)
                                                                       -----------   ----------- 

Net (decrease) increase in cash                                           (113,121)      177,674 

Cash, beginning of year                                                    292,524       114,850 
                                                                       -----------   ----------- 

Cash, end of year                                                      $   179,403   $   292,524 
                                                                       ===========   =========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

 Notes to Financial Statements

March 31, 1998

(1)  Organization                                                               
------------                                                          

   ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
   20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the  
   outstanding stock of the Company, as well as all of the outstanding stock
     of ICON Securities Corp. ("Securities"), an affiliated company. Holdings is
fifty percent owned by Summit Asset Holding L.L.C., a subsidiary of a 
diversified financial and business services group based in the United 
Kingdom, and fifty percent owned by Warrenton Capital Partners L.L.C. 
("Warrenton"). The primary activity of the Company is the development,
   marketing and management of publicly registered equipment leasing limited
partnerships. The Company will, on occasion, also provide consulting  
services to unrelated parties in connection with the acquisition and  
administration of lease transactions.                                 

    The Company is the general partner and manager of ICON Cash Flow Partners,
     L.P. Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
   ("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
 Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
  ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
   Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
   which are publicly registered equipment leasing limited partnerships. The
     Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the     
    Partnerships which totaled $7,000, are carried at cost and are included in
prepaid and other assets.                                             

 The Company earns fees from the Partnerships on the sale of Partnership
     units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven was
   formed on May 23, 1995 with an initial capital contribution of $1,000 and
 began offering its units to suitable investors on November 9, 1995. The
     offering period for ICON Cash Flow Seven will end 36 months after ICON Cash
Flow Seven began offering such units, November 9, 1998.               

The following table identifies pertinent offering information by the  
Partnerships:                                                                   

                                                                [Download Table]

                      Date Operations       Date Ceased      Gross Proceeds  
                            Began         Offering Units          Raised     
                      ------------------  -----------------  ----------------
                                                                             
ICON Cash Flow A      May 6, 1988         February 1, 1989   $      2,504,500
ICON Cash Flow B      September 22, 1989  November 15, 1990        20,000,000
ICON Cash Flow C      January 3, 1991     June 20, 1991            20,000,000
ICON Cash Flow D      September 13, 1991  June 5, 1992             40,000,000
ICON Cash Flow E      June 5, 1992        July 31, 1993            61,041,151
ICON Cash Flow Six    March 31, 1994      November 8, 1995         38,385,712
ICON Cash Flow Seven  January 19, 1996          (1)                81,574,845
                                                             ----------------

                                                             $    263,506,208
                                                             ================

(1) Gross proceeds raised through May 31, 1998.               

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                                    ICON CAPITAL CORP.

                                     Notes to Financial Statements - Continued

(2)  Significant Accounting Policies                                            
-------------------------------                                       

(a) Basis of Accounting and Presentation                              
------------------------------------                          

         The Company's financial statements have been prepared on the historical
      cost basis of accounting using the accrual basis. The preparation of
       financial statements in conformity with generally accepted accounting
       principles requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

(b) Disclosures About Fair Value of Financial Instruments             
-----------------------------------------------------         

    The Statement of Financial Accounting Standards No. 107 ("SFAS No.
         107"), "Disclosures about Fair Value of Financial Instruments" requires
disclosures about the fair value of financial instruments. The
       Company's financial instruments (cash, receivables and notes payable)
        are either payable on demand or have short-term maturities and present
      relatively low credit and interest rate risk, and as a result, their
fair value approximates carrying value at March 31, 1998.     

(c) Revenue and Cost Recognition                                      
----------------------------                                  

Income Fund Fees:                                             
-----------------                                             

       The Company earns fees from the Partnerships for the organization and
      offering of each Partnership and for the acquisition, management and
     administration of their lease portfolios. Organization and offering
      fees are earned based on investment units sold and are recognized at
       each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for managing the
    Partnership's equipment and financing transactions. Management and
     administrative fees are earned upon receipt of rental payments from
lease and financing transactions.                             

      Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and
 ICON Cash Flow C decreased monthly distributions to the limited
        partners from the cash distribution rates stated in their prospectuses
      to an annual rate of 9%. As a result, all management fees payable to
   the Company related to these entities had been deferred until the
      limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
    Flow C received their stated cash distribution rate of return on a
      cumulative basis. Due to the approval of amendments to the ICON Cash
        Flow B and ICON Cash Flow C Partnership Agreements, effective November
         15, 1995 and June 19, 1996, The Company eliminated ICON Cash Flow B and
ICON Cash Flow C's obligation to pay $220,000 and $529,125,   
       respectively of the original management fees deferred. As of December
     31, 1997, ICON Cash Flow A investors had received the stated annual
 rate of return, and as a result the Company reversed $38,081 in
         deferred management fees and recognized such fees as income. Management
      fees in the amount of $232,000 are deferred and outstanding at March
       31, 1998, of which $127,000 is due from ICON Cash Flow B and $105,000
        is due from ICON Cash Flow C. Such amounts are included in receivables
         due from managed partnerships as well as in deferred management fees on
the March 31, 1998 balance sheet.                             

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(d) Deferred Charges                                                  
----------------                                              

 Under the terms of the Partnerships' agreements, the Company is
        entitled to be reimbursed for the costs of organizing and offering the
      units of the Partnerships from the gross proceeds raised, subject to
        certain limitations, based on the number of investment units sold. The
       unamortized balance of these costs are included on the balance sheets
       as deferred charges and are being amortized over the offering period.

(e) Fixed Assets and Leasehold Improvements                           
---------------------------------------                       

       Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
      depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
       amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.

(f) Income Taxes                                                      
------------                                                  

   The Company accounts for its income taxes following the liability
      method as provided for in Statement of Financial Accounting Standard
No. 109 ("SFAS 109"), "Accounting for Income Taxes."          

        The Company filed stand alone Federal and state income tax returns for
       the period April 1, 1996 to August 20, 1996. Thereafter the Company's
   activity is included in the combined Federal and state income tax
returns of Holdings.                                          

(3)  Stockholder's Equity                                                       
--------------------                                                  

As of March 31, 1998, the Company held a demand promissory note for   
    $1,100,000 from Holdings. The note is without interest, except in the case
    of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a 
reduction from stockholders' equity.                                  

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(4)  Related Party Transactions                                                 
--------------------------                                            

The Company earns fees from the Partnerships for the organization and 
offering of each Partnership and for the acquisition, management and  
administration of their lease portfolios. Receivables from managed    
     partnerships relate to such fees, which have been earned by the Company but
    not paid by the Partnerships. The Company also earns a management fee from
  Securities for the support and administration of Securities' operations.
Receivables from affiliates are due primarily from Holdings. Such     
   receivables relate to the reimbursement of amounts paid by the Company on
   behalf of Holdings for items such as investment in a securitization trust
and debt obligations.                                                 

For the year ended March 31, 1998, the Company paid $1,328,440 in     
distributions to Holdings.                                            

(5)  Prepaid and Other Assets                                                   
------------------------                                              

   Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.    

(6)  Income Taxes                                                               

     The provision (benefit) for income taxes for the years ended March 31, 1998
and 1997 consisted of the following:                                  

                                                                [Download Table]

                          1998       1997   
                          ----       ----   
                                            
Current                                     
    Federal             $172,280  $ 185,780 
    State                 54,302    154,998 
                        --------  --------- 

        Total current    226,582    340,778 
                        --------  --------- 

Deferred:                                   
    Federal              100,481    (24,563)
    State                227,779   (204,205)
                        --------  ----------

        Total deferred   328,260   (228,768)
                        --------  --------- 

Total                   $554,842  $ 112,010 
                        ========  ========= 

  Deferred income taxes are provided for the temporary differences between
     the financial reporting basis and the tax basis of the Company's assets and
 liabilities. The deferred tax liabilities at March 31, 1998 and 1997 of
$583,436 and $347,155, respectively, are net of deferred tax assets of
$91,979 at March 31, 1997. Deferred income taxes at March 31, 1998 are
primarily the result of temporary differences relating to the carrying
 value of fixed assets, the investments in the Partnerships and deferred
charges.                                                              

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

The following table reconciles income taxes computed at the federal   
statutory rate to the Company's effective tax rate for the years ended
March 31, 1998 and 1997:                                              

                                                        [Enlarge/Download Table]

                                                         1998                    1997        
                                                         ----                    ----        

                                                   Tax         Rate        Tax         Rate  
                                                   ---         ----        ---         ----  
                                                                                             
Federal statutory                              $  735,726      34.00%  $ 1,327,955     34.00%
State income taxes, net of Federal tax effect     186,174       8.60       (32,477)    (0.83)
Distribution to Parent                           (451,670)    (20.87)   (1,235,361)   (31.63)
Meals and entertainment exclusion                  20,663        .95        21,979      0.56 
Other                                              63,949       2.96        29,914      0.77 
                                               ----------     ------   -----------    ------ 
                                               $  554,842      25.64%  $   112,010      2.87%
                                               ==========     ======   ===========    ====== 

(7)  Notes Payable                                                              
-------------                                                         

  On August 21, 1997, the Company entered into an unsecured line of credit
   agreement. The maximum amount available and outstanding under the line of
credit was $600,000. On December 10, 1997, the Company refinanced the 
  discretionary line of credit with a new line of credit (the "Facility").
The maximum amount available and outstanding under that Facility was  
  $1,300,000. In March 1998, the Facility was increased to $2,000,000, all
    of which was outstanding at March 31, 1998. The Facility matures on August
31, 1998.                                                             

     Interest is payable at prime (8.5% at March 31, 1998) plus 1%. The Facility
     requires that the Company, among other things, meet certain objectives with
respect to financial ratios. At March 31, 1998, the Company was in    
compliance with the covenants required by the Facility.               

Notes payable at March 31, 1998 and 1997 were as follows:             

                                                                [Download Table]

                                                                 1998       1997  
                                                                 ----       ----  

                                                                                  
Unsecured line of credit, interest at                                             
   prime (8.5% at March 31, 1998) plus 1%                                         
   due June 30, 1998                                          $2,000,000  $     --

Various obligations under capital leases, payable in monthly                      
  installments through March 2002                                246,386   196,105
                                                              ----------  --------

                                                              $2,246,386  $196,105
                                                              ==========  ========

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(8)  Investment in Equipment Under Operating Lease                              
---------------------------------------------                         

In December 1993, the Company invested $5,340,436 in manufacturing    
     equipment and leased such equipment to a third party for a two year period.
Simultaneously with the purchase of the equipment, the Company, on a  
non-recourse basis, obtained $5,393,840 in financing from a financial 
     institution, of which $5,340,436 of such proceeds were paid directly to the
  equipment vendor to satisfy the cost of the equipment. The excess of the
  proceeds from the financing over the cost of the equipment, $53,404, was
  paid directly to the Company and was earned over the initial lease term.
All rental payments by the lessee were paid directly to the financial 
     institution. The original non-recourse financing bore interest at a rate of
   6.6%, and was paid in 24 monthly installments of $55,097 through December
1995, with a final payment of $4,699,584 due in January 1996.         

      On January 1, 1996, the lessee renewed the lease and the bank extended the
term of the non-recourse note. The terms of the renewal required 24 
monthly installments of $171,294 through December 1997. Such rental 
  payments continued to be paid directly to the financial institution to
    reduce the loan, with interest calculated at 8.95%. The lease terminated
      in fiscal 1997 and the Company recognized a gain of $1,694 on disposition.

(9)   Commitments and Contingencies                                             
-----------------------------                                       

    The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1998 and 1997 totaled to 
   $497,223 and $347,990, net of sublease income of $155,749 and $170,602,
    respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows:                                

  Fiscal Year Ending
                              March 31,                     Amount
                              ---------                     ------
                                 1999                       $  988,702
                                 2000                          898,017
                                 2001                          773,501
                                 2002                          521,906
                                 Thereafter                  1,376,290
                                                            ----------
                                                            $4,558,416
                                                            ==========

(11) Supplemental Disclosure of Cash Flow Information                           
------------------------------------------------                      

     During the year ended March 31, 1998 and 1997, the Company paid $80,885 and
$6,818 in interest on recourse financing, respectively.               

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

 For the year ended March 31, 1997, payments relating to the Company's
    non-recourse note payable aggregated $1,541,647, of which $1,293,775 was
principal and $247,872 was interest.                                

      For the year ended March 31, 1998, the Company purchased $103,839 in fixed
assets utilizing proceeds from capital lease transactions.          

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 EXHIBIT B

PRIOR PERFORMANCE TABLES
 FOR THE PRIOR PUBLIC PROGRAMS

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Prior Performance Tables
------------------------

     The following unaudited tables disclose certain information relating to the
performance, operations and investment for seven of the General Partner's       
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,    
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series   
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow       
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E  
("Series E"), and ICON Cash Flow Partners L.P. Six ("LP Six"). Purchasers of the
Units of limited partnership interest in ICON Income Fund Eight (the            
"Partnership") being offered by this Prospectus will not acquire any ownership  
interest in any of the Prior Public Programs and should not assume that they    
will experience investment results or returns, if any, comparable to those      
experienced by investors in the Prior Public Programs.                          

Additional information concerning the Prior Public Programs will be   
contained in Form 10-K Annual Reports for each such Program which may be        
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form  
10-K Annual Reports will also be available upon request at the office of the    
Securities and Exchange Commission, Washington, D.C. The results of the Prior   
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered 
indicative of the extent to which the Prior Public Programs will achieve their  
objectives, because this will in large part depend upon facts which cannot now  
be determined or predicted.                                                     

 See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of   
the Prior Public Programs and a narrative discussion of the data concerning the 
Prior Public Programs contained in these Tables. Additionally, see Table VI     
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.                                                                           

                                                                [Download Table]


Table                          Description                            Page
-----                          -----------                            ----

                                                                          
   I  Experience in Raising and Investing Funds                       B-2 
      -----------------------------------------                           

  II  Compensation to the General Partner and Affiliates              B-4 
      --------------------------------------------------                  

 III  Operating Results of Prior Public Programs                          
      ------------------------------------------                          

      * Series A                                                      B-5 
      * Series B                                                      B-7 
      * Series C                                                      B-9 
      * Series D                                                     B-11 
      * Series E                                                     B-13 
      * LP Six                                                       B-15 

  IV  Results of Completed Prior Public Programs (None)              B-17 
      -------------------------------------------------                   

   V  Sales or Disposition of Equipment by Prior Public Programs          
      ----------------------------------------------------------          

      * Series A                                                     B-18 
      * Series B                                                     B-21 
      * Series C                                                     B-28 
      * Series D                                                     B-32 
      * Series E                                                     B-36 
      * LP Six                                                       B-43 

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 TABLE I

 Experience in Raising and Investing Funds
 (unaudited)

The following table sets forth certain information, as of March 31, 1998,       
concerning the experience of the General Partner in raising and investing       
limited partners' funds in its Prior Public Programs:                           

                                                        [Enlarge/Download Table]

                                                               Series A                Series B            
                                                        ---------------------   -----------------------    

                                                                                                           
Dollar amount offered                                   $ 40,000,000            $ 20,000,000               
                                                        ============            ============               

Dollar amount raised                                    $  2,504,500   100.0%   $ 20,000,000     100.0%    

Less:  Offering expenses:                                                                                  
  Selling commissions                                        262,973    10.5%      1,800,000       9.0%    
  Organization and offering expenses paid to                                                               
    General Partner or its Affiliates                        100,180     4.0%        900,000       4.5%    

  Reserves                                                    25,045     1.0%        200,000       1.0%    
                                                        ------------   -----    ------------     -----     

Offering proceeds available for investment              $  2,116,302    84.5%   $ 17,100,000      85.5%    
                                                        ============   =====    ============     =====     

Debt proceeds                                           $  4,190,724            $ 46,092,749               
                                                        ============            ============               

Total equipment acquired                                $  7,576,758            $ 65,580,973               
                                                        ============            ============               

Acquisition fees paid to General Partner                                                                   
  and its affiliates                                    $    206,710            $  2,219,998               
                                                        ============            ============               

Equipment acquisition costs as a percentage                                                                
  of amount raised:                                                                                        

Purchase price                                                 81.84%                  82.23%              
Acquisition fees paid to General Partner                                                                   
  or its Affiliates                                             2.66                    3.27               
                                                        ------------            -------------              

Percent invested                                                84.5%                   85.5%              
                                                        ============            =============              

Percent leveraged (non-recourse debt                                                                       
  financing divided by total purchase price)                   55.31%                  70.28%              

Date offering commenced                                      1/9/87                 7/18/89                

Original offering period (in months)                           24                     18                   

Actual offering period (in months)                             24                     17                   

Months to invest 90% of amount available for                                                               
  investment (measured from the beginning of offering)         24                     18                   


                                                               Series C                     Series D       
                                                        ----------------------       ----------------------

                                                                                                           
Dollar amount offered                                   $ 20,000,000                 $ 40,000,000          
                                                        ============                 ============          

Dollar amount raised                                    $ 20,000,000    100.0%       $ 40,000,000    100.0%

Less:  Offering expenses:                                                                                  
  Selling commissions                                      2,000,000     10.0%          4,000,000     10.0%
  Organization and offering expenses paid to                                                               
    General Partner or its Affiliates                        600,000      3.0%          1,400,000      3.5%

  Reserves                                                   200,000      1.0%            400,000      1.0%
                                                        ------------    -----        ------------    ----- 

Offering proceeds available for investment              $ 17,200,000     86.0%       $ 34,200,000     85.5%
                                                        ============    =====        ============    ===== 

Debt proceeds                                           $ 50,355,399                 $ 70,962,589          
                                                        ============                 ============          

Total equipment acquired                                $ 70,257,280                 $132,771,421          
                                                        ============                 ============          

Acquisition fees paid to General Partner                                                                   
  and its affiliates                                    $  2,396,810                 $  4,539,336          
                                                        ============                 ============          

Equipment acquisition costs as a percentage                                                                
  of amount raised:                                                                                        

Purchase price                                                 82.70%                       82.19%         
Acquisition fees paid to General Partner                                                                   
  or its Affiliates                                             3.30                         3.31          
                                                        ------------                 ------------          

Percent invested                                                86.0%                        85.5%         
                                                        ============                 ============          

Percent leveraged (non-recourse debt                                                                       
  financing divided by total purchase price)                   71.67%                       53.45%         

Date offering commenced                                     12/7/90                      8/23/91           

Original offering period (in months)                          18                           18              

Actual offering period (in months)                             7                           10              

Months to invest 90% of amount available for                                                               
  investment (measured from the beginning of offering)        10                            4              


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 TABLE I

 Experience in Raising and Investing Funds
 (unaudited)

The following table sets forth certain information, as of March 31, 1998,       
concerning the experience of the General Partner in raising and investing       
limited partners' funds in its Prior Public Programs:                           

                                                        [Enlarge/Download Table]

                                                                      Series E                   L.P. Six         
                                                               ------------------------   ------------------------

                                                                                                                  
Dollar amount offered                                          $  80,000,000              $ 120,000,000           
                                                               =============              =============           

Dollar amount raised                                           $  61,041,151      100.0%  $  38,385,712     100.0%

Less:  Offering expenses:                                                                                         
  Selling commissions                                              6,104,115       10.0%      3,838,571      10.0%
  Organization and offering expenses paid to                                                                      
    General Partner or its Affiliates                              2,136,440        3.5%      1,343,500       3.5%

  Reserves                                                           610,412        1.0%        383,857       1.0%
                                                               -------------      -----   -------------      ---- 

Offering proceeds available for investment                     $  52,190,184       85.5%  $  32,819,784      85.5%
                                                               =============      =====   =============      ==== 

Debt proceeds                                                  $ 124,431,396              $ 110,105,846           
                                                               =============              =============           

Total equipment acquired                                       $ 230,776,762              $ 155,010,713           
                                                               =============              =============           

Acquisition fees paid to General Partner                                                                          
  and its affiliates                                           $   7,021,906              $   4,390,033           
                                                               =============              =============           

Equipment acquisition costs as a percentage of amount raised:                                                     

Purchase price                                                         82.55%                     82.75%          
Acquisition fees paid to General Partner                                                                          
  or its Affiliates                                                     2.95                       2.75           
                                                               -------------              -------------           

Percent invested                                                        85.5%                      85.5%          
                                                               =============               ============           

Percent leveraged (non-recourse debt                                                                              
  financing divided by total purchase price)                           53.92%                     71.12%          

Date offering commenced                                             6/5/92                   11/12/93             

Maximum offering period (in months)                                   24                        24                

Actual offering period (in months)                                    13                        24                

Months to invest 90% of amount available for                                                                      
  investment (measured from the beginning of offering)                 9                        16                


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TABLE II

Compensation to the General Partner and Affiliates
 (unaudited)

The  following  table sets forth certain  information,  as of March 31,       
1998,  concerning the  compensation  derived by the General Partner and       
its affiliates from its Prior Public Programs:                                

                                                        [Enlarge/Download Table]

                                                 Series A       Series B      Series C     Series D  
                                                 --------       --------      --------     --------  

                                                                                                     
Date offering commenced                           1/9/87         7/18/89       12/7/90      8/23/91  

Date offering closed                              1/8/89        11/16/90       6/20/91       6/5/92  

Dollar amount raised                         $   2,504,500   $   20,000,000  $20,000,000  $40,000,000
                                             =============   ==============  ===========  ===========

Amounts paid to the General Partner and its                                                          
  Affiliates from proceeds of the offering:                                                          

  Underwriting commissions                   $      63,450   $      215,218  $   413,120  $   807,188
                                             =============   ==============  ===========  ===========

  Organization and offering reimbursements   $     100,180   $      900,000  $   600,000  $ 1,400,000
                                             =============   ==============  ===========  ===========

  Acquisition fees                           $     206,710   $    2,219,998  $ 2,396,810  $ 4,539,336
                                             =============   ==============  ===========  ===========

Dollar amount of cash generated from                                                                 
  operations before deducting such                                                                   
  payments/accruals to the                                                                           
  General Partner and Affiliates             $   4,879,680   $   21,637,059  $22,454,061  $38,448,938
                                             =============   ==============  ===========  ===========

Amount paid or accrued to General Partner                                                            
  and Affiliates:                                                                                    

  Management fee                             $     308,386   $    2,782,287  $ 2,685,205  $ 4,530,494
                                             =============   ==============  ===========  ===========

  Administrative expense reimbursements      $     108,924   $      690,679  $   562,862  $ 1,664,407
                                             =============   ==============  ===========  ===========



                                                 Series E      LP Six                                
                                                 --------      ------                                

                                                                                                     
Date offering commenced                          6/5/92        11/12/93                              

Date offering closed                             7/31/93       11/8/95                               

Dollar amount raised                         $61,041,151     $38,385,712                             
                                             ===========     ===========                             

Amounts paid to the General Partner and its                                                          
  Affiliates from proceeds of the offering:                                                          

  Underwriting commissions                   $ 1,226,111     $   767,714                             
                                             ===========     ===========                             

  Organization and offering reimbursements   $ 2,136,440     $ 1,343,500                             
                                             ===========     ===========                             

  Acquisition fees                           $ 7,021,906     $ 4,390,033                             
                                             ===========     ===========                             

Dollar amount of cash generated from                                                                 
  operations before deducting such                                                                   
  payments/accruals to the                                                                           
  General Partner and Affiliates             $100,506,618    $37,968,108                             
                                             ============    ===========                             

Amount paid or accrued to General Partner                                                            
  and Affiliates:                                                                                    

  Management fee                             $ 6,582,207    $ 3,385,280                              
                                             ===========    ===========                              

  Administrative expense reimbursements      $ 3,429,748    $ 1,701,219                              
                                             ===========    ===========                              

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 TABLE III

 Operating Results of Prior Public Programs - Series A
 (unaudited)

The following table summarizes the operating results of Series A. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                        Three Months Ended                                                 
                                                              March 31,               For the Years Ended December 31,     
                                                           --------------    ----------------------------------------------
                                                                1998              1997            1996               1995  
                                                                ----              ----            ----               ----  

                                                                                                                           
Revenues                                                    $    18,478      $    40,359       $    53,041      $   128,935
     Net gain on sales or remarketing of equipment               12,429           82,576           142,237           74,970
                                                            -----------      -----------       -----------      -----------
     Gross revenue                                               30,907          122,935           195,278          203,905

Less:                                                                                                                      
     Administrative expense reimbursement - General Partner         888            4,521             7,133            9,690
     General and administrative                                     787           34,565            32,252           36,641
     Management fees - General Partner                              507            2,553             4,055            5,951
     Interest expense                                              -               7,875            15,092           39,350
     Provision for (reversal of) bad debts (2)                     -             (17,000)              -             10,000
     Depreciation expense                                          -                -                  -             18,236
     Amortization of initial direct costs                          -                -                  -                -  
                                                            -----------      -----------       -----------      -----------
Net income (loss) - GAAP                                    $    28,725      $    90,421       $   136,746      $    84,037
                                                            ===========      ===========       ===========      ===========

Net income (loss) - GAAP - allocable to                                                                                    
     limited partners                                       $    27,289      $    85,900       $   129,909      $    79,835
                                                            ===========      ===========       ===========      ===========

Taxable income from operations (1)                              (3)               62,818           198,523           94,532
                                                            ===========      ===========       ===========      ===========

Cash generated from operations                              $    22,614      $   109,929       $   210,327      $   268,467
Cash generated from sales equipment                              14,082          112,356           202,787          136,363
Cash generated from refinancing                                    -                -                 -                -   
                                                            -----------      -----------       -----------      -----------

Cash generated from operations, sales and                                                                                  
     refinancing                                                 36,696          222,285           413,114          320,793

Less:                                                                                                                      
     Cash distributions to investors from operations,                                                                      
       sales and refinancing                                     56,351          225,405           225,405          225,533
     Cash distributions to General Partner from                                                                            
       operations, sales and refinancing                          2,966           11,863            11,863           11,867
                                                            -----------      -----------       -----------      -----------

Cash generated from (used by) operations, sales                                                                            
     and refinancing after cash distributions               $   (22,621)     $   (14,983)      $   175,846      $    83,393
                                                            ===========      ===========       ===========      ===========



                                                          For the Years Ended December 31,                                 
                                                     ----------------------------------------------                        
                                                                  1994              1993                                   
                                                                  ----              ----                                   

                                                                                                                           
Revenues                                                      $   188,148      $   317,069                                 
     Net gain on sales or remarketing of equipment                 87,985          118,143                                 
                                                              -----------      -----------                                 
     Gross revenue                                                276,133          435,212                                 

Less:                                                                                                                      
     Administrative expense reimbursement - General Partner        11,404            4,125                                 
     General and administrative                                    34,468           32,040                                 
     Management fees - General Partner                             13,607           36,261                                 
     Interest expense                                              63,423           84,324                                 
     Provision for (reversal of) bad debts (2)                     33,500           87,551                                 
     Depreciation expense                                          46,330           97,179                                 
     Amortization of initial direct costs                              27              686                                 
                                                              -----------      -----------                                 
Net income (loss) - GAAP                                      $    73,374      $    93,046                                 
                                                              ===========      ===========                                 

Net income (loss) - GAAP - allocable to                                                                                    
     limited partners                                         $    69,705      $    88,394                                 
                                                              ===========      ===========                                 

Taxable income from operations (1)                            $   111,397      $   130,892                                 
                                                              ===========      ===========                                 

Cash generated from operations                                $   301,679      $   382,184                                 
Cash generated from sales equipment                               216,200          490,078                                 
Cash generated from refinancing                                      -                -                                    
                                                              -----------      -----------                                 

Cash generated from operations, sales and                                                                                  
     refinancing                                                  517,879          872,262                                 

Less:                                                                                                                      
     Cash distributions to investors from operations,                                                                      
       sales and refinancing                                      233,651          356,915                                 
     Cash distributions to General Partner from                                                                            
       operations, sales and refinancing                           12,297           18,785                                 
                                                              -----------      -----------                                 

Cash generated from (used by) operations, sales                                                                            
     and refinancing after cash distributions                 $   271,931      $   496,562                                 
                                                              ===========      ===========                                 


 B-5

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 TABLE III

 Operating Results of Prior Public Programs - Series A (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                               
                                                     March 31,                           For the Years Ended December 31,        
                                                     ---------   ----------------------------------------------------------------

                                                       1998            1997      1996         1995          1994         1993    
                                                       ----            ----      ----         ----          ----         ----    
                                                                                                                                 
Tax data and distributions per $1,000 limited                                                                                    
   partner investment                                                                                                            

Federal income tax results:                                                                                                      
   Taxable income from operations (1)                      (3)   $    23.82   $   37.65    $   35.86    $    42.25    $     49.65
                                                                 ==========   =========    =========    ==========    ===========

Cash distributions to investors                                                                                                  
   Source (on GAAP basis)                                                                                                        
     Investment income                             $    43.58    $    34.30   $   38.13    $   31.88    $    27.83    $     35.29
     Return of capital                             $    46.42    $    55.70   $   51.87    $   58.18    $    65.46    $    107.22

   Source (on Cash basis)                                                                                                        
     -  Operations                                 $    36.12    $    43.89   $   83.98    $   90.06    $    93.29    $    142.51
     -  Sales                                      $    22.49    $    44.87   $    6.02          -             -              -  
     -  Refinancing                                                     -           -            -             -              -  
     -  Other                                      $    31.39    $     1.24         -            -             -              -  

Weighted average number of limited partnership                                                                                   
   ($500) units outstanding                             5,009         5,009       5,009        5,009         5,009          5,009
                                                    =========      =========   ========     ========     =========    ===========


(1)    The difference between Net income (loss) - GAAP and Taxable income from  
    operations is due to different methods of calculating depreciation and
    amortization, the use of the reserve method for providing for possible
       doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                         

(2)    The Partnership records a provision for bad debts to provide for         
  estimated credit losses in the portfolio. This policy is based on an
   analysis of the aging of the Partnership's portfolio, a review of the
    non-performing receivables and leases, prior collection experience and
historical loss experience.                                       

(3)    Interim tax information is not available.                                

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 TABLE III

 Operating Results of Prior Public Programs - Series B
 (unaudited)

The following table summarizes the operating results of Series B. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                           
                                                                March 31,            For the Years Ended December 31,   
                                                                ---------         --------------------------------------

                                                                  1998            1997           1996             1995  
                                                                  ----            ----           ----             ----  

                                                                                                                        
Revenue                                                      $    77,990      $   333,775     $   342,739    $   715,841
   Net gain on sales or remarketing                                                                                     
     of equipment                                                 21,164          228,875         176,924        480,681
                                                             -----------      -----------     -----------    -----------
   Gross revenue                                                  99,154          562,650         519,663      1,196,522

Less:                                                                                                                   
   Interest expense                                               21,765          106,868          45,619        182,419
   General and administrative                                      7,182           59,847         102,721        102,334
   Administrative expense reimbursement - General Partner          5,848           39,609          50,841         85,848
   Management fees - General Partner (4)                             -               -           (228,906)        84,811
   Depreciation expense                                              -               -               -            54,799
   Amortization of initial direct costs                              -               -                  4         33,433
   Provision for bad debts (2)                                       -               -               -            25,000
   Write down of estimated residual values (3)                       -               -               -              -   
                                                             -----------      -----------     -----------    -----------

Net income (loss) - GAAP                                     $    64,359      $   356,326     $   549,384    $   627,878
                                                             ===========      ===========     ===========    ===========

Net income (loss) - GAAP - allocable to                                                                                 
   limited partners                                          $    63,715      $   352,763     $   543,890    $   621,599
                                                             ===========      ===========     ===========    ===========

Taxable income from operations (1)                                (5)        $     44,995    $    740,381   $  2,363,289
                                                                             ============    ============   ============

Cash generated from operations                               $   382,639      $   879,014     $ 1,002,547    $   999,015
Cash generated from sales                                         22,335          544,232         600,737      2,148,030
Cash generated from refinancing                                  150,000        1,500,000               -           -   
                                                             -----------      -----------     -----------    -----------

Cash generated from operations, sales and                                                                               
   refinancing                                                   554,974        2,923,246       1,603,284      3,147,045

Less:                                                                                                                   
   Cash distributions to investors from operations,                                                                     
     sales and refinancing                                       449,550        1,798,200       1,798,200      1,799,763
   Cash distributions to General Partner from                                                                           
     operations, sales and refinancing                             4,540           18,164          18,164         18,180
                                                             -----------      -----------     -----------    -----------

Cash generated from (used by) operations, sales                                                                         
   and refinancing after cash distributions                  $   100,884      $ 1,106,882     $  (213,080)   $ 1,329,102
                                                             ===========      ===========     ===========    ===========


                                                            For the Years Ended December 31,                            
                                                            --------------------------------                            

                                                                  1994           1993                                   
                                                                  ----           ----                                   

                                                                                                                        
Revenue                                                       $ 1,327,962    $  2,526,762                               
   Net gain on sales or remarketing                                                                                     
     of equipment                                                 288,714         185,542                               
                                                              -----------    ------------                               
   Gross revenue                                                1,616,676       2,712,304                               

Less:                                                                                                                   
   Interest expense                                               612,643       1,285,458                               
   General and administrative                                     102,444         120,094                               
   Administrative expense reimbursement - General Partner         153,287          38,467                               
   Management fees - General Partner (4)                          151,316         517,107                               
   Depreciation expense                                           106,001         244,819                               
   Amortization of initial direct costs                           100,949         255,570                               
   Provision for bad debts (2)                                      -              20,000                               
   Write down of estimated residual values (3)                      -              -                                    
                                                              -----------    ------------                               

Net income (loss) - GAAP                                      $   390,036    $    230,789                               
                                                              ===========    ============                               

Net income (loss) - GAAP - allocable to                                                                                 
   limited partners                                           $   386,136    $    228,461                               
                                                              ===========    ============                               

Taxable income from operations (1)                            $   475,707     $   103,180                               
                                                              ===========     ===========                               

Cash generated from operations                                $   800,648    $  2,434,478                               
Cash generated from sales                                       3,443,168       1,129,325                               
Cash generated from refinancing                                         -          -                                    
                                                              -----------      ----------                               

Cash generated from operations, sales and                                                                               
   refinancing                                                  4,243,816       3,563,803                               

Less:                                                                                                                   
   Cash distributions to investors from operations,                                                                     
     sales and refinancing                                      1,800,000       2,466,667                               
   Cash distributions to General Partner from                                                                           
     operations, sales and refinancing                             18,182          24,917                               
                                                              -----------    ------------                               

Cash generated from (used by) operations, sales                                                                         
   and refinancing after cash distributions                   $ 2,425,634    $  1,072,219                               
                                                              ===========    ============                               


 B-7

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 TABLE III

 Operating Results of Prior Public Programs - Series B (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                          
                                                      March 31,            For the Years Ended December 31, 
                                                      ---------            -------------------------------- 

                                                        1998             1997            1996           1995
                                                        ----             ----            ----           ----

                                                                                                            
Tax data and distributions per $1,000 limited                                                               
   partner investment                                                                                       

Federal income tax results:                                                                                 
   Taxable income from operations (1)                       (5)      $      2.23    $     36.69   $    16.99
                                                                     ===========    ===========   ==========

Cash distributions to investors                                                                             
   Source (on GAAP basis)                                                                                   
     Investment income                             $       2.83      $     17.73    $     27.23    $   31.08
     Return of capital                             $      17.17      $     72.27    $     62.78    $   58.92

   Source (on Cash basis)                                                                                   
     -  Operations                                 $      17.02      $     44.00    $     50.18    $   49.96
     -  Sales                                      $        .99      $     27.24    $     30.07    $   40.04
     -  Refinancing                                $       1.98      $     18.76            -             - 
     -  Other                                                -               -      $      9.75           - 
         -                                                                                                  

Weighted average number of limited partnership                                                              
   ($100) units outstanding                            199,800          199,800         199,800      199,986
                                                   ===========       ==========     ===========    =========



                                                     For the Years Ended December 31,                       
                                                     --------------------------------                       

                                                             1994           1993                            
                                                             ----           ----                            

                                                                                                            
Tax data and distributions per $1,000 limited                                                               
   partner investment                                                                                       

Federal income tax results:                                                                                 
   Taxable income from operations (1)                $    23.55    $       5.11                             
                                                     ==========    ============                             

Cash distributions to investors                                                                             
   Source (on GAAP basis)                                                                                   
     Investment income                               $    19.31    $      11.42                             
     Return of capital                               $    70.69    $     111.91                             

   Source (on Cash basis)                                                                                   
     -  Operations                                   $    39.63    $     120.50                             
     -  Sales                                        $    50.37    $       2.83                             
     -  Refinancing                                         -            -                                  
     -  Other                                                            -                                  
         -                                                                                                  

Weighted average number of limited partnership                                                              
   ($100) units outstanding                             200,000         200,000                             
                                                     ==========     ===========                             


(1)    The difference between Net income (loss) - GAAP and Taxable income from  
    operations is due to different methods of calculating depreciation and
    amortization, the use of the reserve method for providing for possible
       doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                         

(2)    The Partnership records a provision for bad debts to provide for         
  estimated credit losses in the portfolio. This policy is based on an
   analysis of the aging of the Partnership's portfolio, a review of the
    non-performing receivables and leases, prior collection experience and
historical loss experience.                                       

(3)    The Partnership records a write down to its residual position if it has  
    been determined to be impaired. Impairment generally occurs for one of
     two reasons: (1) when the recoverable value of the underlying equipment
  falls below the Partnership's carrying value or (2) when the primary
    security holder has foreclosed on the underlying equipment in order to
satisfy the remaining lease obligation and the amount of proceeds 
     received by the primary security holder in excess of such obligation is
not sufficient to recover the Partnership's residual position.    

(4)    The Partnership's Reinvestment Period expired on November 15, 1995, five 
   years after the Final Closing Date. The General Partner distributed a
      Definitive Consent Statement to the Limited Partners to solicit approval
  of two amendments to the Partnership Agreement. As of March 20, 1996
       these amendments were agreed to and are effective from and after November
15, 1995. The amendments: (1) extend the Reinvestment Period for a
      maximum of four additional years and likewise delay the start and end of
       the Liquidation Period, and (2) eliminate the Partnership=s obligation to
 pay the General Partner $220,000 of the $347,000 accrued and unpaid
    management fees as of November 15, 1995, and any additional management
      fees which would otherwise accrue during the present Liquidation Period.
 The portion of the accrued and unpaid management fees that would be
       payable to the General Partner, or $127,000 ($347,000 less $220,000) will
 be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.                              

(5)    Interim tax information not available.                                   

 B-8

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 TABLE III

 Operating Results of Prior Public Programs - Series C
 (unaudited)

The following table summarizes the operating results of Series C. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                          Three Months Ended                                                 
                                                               March 31,                 For the Years Ended December 31,    
                                                               ---------            ---------------------------------------- 

                                                                 1998               1997            1996            1995     
                                                                 ----               ----            ----            ----     

                                                                                                                             
Revenues                                                     $   108,896         $   455,472    $   659,218      $   964,104 
  Net gain on sales or remarketing of equipment                   79,155             175,860        511,331           95,250 
                                                             -----------         -----------    -----------      ----------- 
  Gross revenue                                                  188,051             631,332      1,170,549        1,059,354 

Less:                                                                                                                        
  General and administrative                                      15,868              60,248         37,247          107,419 
  Administrative expense reimbursement - General Partner           8,622              59,126         93,494          130,482 
  Interest expense                                                     -               4,888         16,809          253,143 
  Management fees - General Partner                                    -            (471,463)        92,360          128,533 
  Amortization of initial direct costs                                 -                   -          6,912           38,892 
  Depreciation expense                                                 -                   -              -                - 
  Provision for/(reversal of) bad debt (2)                             -                   -              -                - 
  Write down of estimated residual values (3)                          -                   -              -                - 
                                                             -----------         -----------    -----------      ----------- 

Net income (loss) - GAAP                                     $   163,561         $   978,533    $   923,727      $   400,885 
                                                             ===========         ===========    ===========      =========== 

Net income (loss) - GAAP - allocable to limited partners     $   161,925         $   968,748    $   914,490      $   396,876 
                                                             ===========         ===========    ===========      =========== 

Taxable income (loss) from operations (1)                         (5)            $   274,376    $ 1,768,103      $  (649,775)
                                                                                 ===========    ===========      =========== 

Cash generated from operations                               $   533,143         $ 2,038,710    $ 1,987,290      $   391,072 
Cash generated from sales                                         92,979             621,621      1,289,421        3,058,969 
Cash generated from refinancing                                     -                   -             -                -     
                                                             -----------         -----------    -----------      ----------- 

Cash generated from operations, sales and                                                                                    
  refinancing                                                    626,122           2,660,331      3,276,711        3,450,041 

Less:                                                                                                                        
  Cash distributions to investors from operations,                                                                           
    sales and refinancing                                        445,921           1,784,993      1,786,992        1,796,363 
  Cash distributions to General Partner from                                                                                 
    operations, sales and refinancing                              4,504              18,030         18,050           18,144 
                                                             -----------         -----------    -----------      ----------- 

Cash generated from operations, sales and                                                                                    
  refinancing after cash distributions                       $   175,697         $   857,308    $ 1,471,669      $ 1,635,534 
                                                             ===========         ===========    ===========      =========== 



                                                              For the Years Ended December 31,                               
                                                             ----------------------------------                              

                                                                  1994            1993                                       
                                                                  ----            ----                                       

                                                                                                                             
Revenues                                                     $  1,775,547     $ 3,203,141                                    
  Net gain on sales or remarketing of equipment                   361,407         101,463                                    
                                                             ------------     -----------                                    
  Gross revenue                                                 2,136,954       3,304,604                                    

Less:                                                                                                                        
  General and administrative                                      104,307         133,274                                    
  Administrative expense reimbursement - General Partner          174,261          78,969                                    
  Interest expense                                                920,433       1,715,520                                    
  Management fees - General Partner                               171,135         695,662                                    
  Amortization of initial direct costs                            154,879         427,625                                    
  Depreciation expense                                            224,474         393,185                                    
  Provision for/(reversal of) bad debt (2)                        141,000         (90,000)                                   
  Write down of estimated residual values (3)                           -               -                                    
                                                             ------------     -----------                                    

Net income (loss) - GAAP                                     $    246,645     $   (49,631)                                   
                                                             ============     ===========                                    

Net income (loss) - GAAP - allocable to limited partners     $    244,000     $   (49,135)                                   
                                                             ============     ===========                                    

Taxable income (loss) from operations (1)                    $ (3,611,476)    $ 1,780,593                                    
                                                             ============     ===========                                    

Cash generated from operations                               $  2,854,887     $ 2,694,348                                    
Cash generated from sales                                       1,665,032       1,266,452                                    
Cash generated from refinancing                                     -               -                                        
                                                             ------------     -----------                                    

Cash generated from operations, sales and                                                                                    
  refinancing                                                   4,519,919       3,960,800                                    

Less:                                                                                                                        
  Cash distributions to investors from operations,                                                                           
    sales and refinancing                                       1,799,100       2,466,667                                    
  Cash distributions to General Partner from                                                                                 
    operations, sales and refinancing                              18,173          24,916                                    
                                                             ------------     -----------                                    

Cash generated from operations, sales and                                                                                    
  refinancing after cash distributions                       $  2,702,646     $ 1,469,217                                    
                                                             ============     ===========                                    


 B-9

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 TABLE III

 Operating Results of Prior Public Programs - Series C (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                              
                                                     March 31,                   For the Years Ended December 31,               
                                                     ---------     ----------------------------------------------------------   

                                                       1998        1997     1996            1995         1994            1993   
                                                       ----        ----     ----            ----         ----            ----   
                                                                                                                                
Tax data and distributions per $1,000 limited                                                                                   
  partner investment                                                                                                            

Federal income tax results:                                                                                                     
  Taxable income from operations (1)                    (5)    $  13.70   $   88.16    $   (32.24)    $   (178.86)   $    88.14 
                                                               ========   =========    ===========    ============   ========== 

Cash distributions to investors                                                                                                 
  Source (on GAAP basis)                                                                                                        
    Investment income                             $    32.68   $  48.85   $   46.06     $   19.87     $     12.21          -    
    Return of capital                             $    57.32   $  41.15   $   43.94     $   70.13     $     77.79    $   123.33 

  Source (on Cash basis)                                                                                                        
    -  Operations                                 $    90.00   $  90.00   $   90.00     $   19.59     $     90.00    $   123.33 
    -  Sales                                             -         -           -        $   70.41             -            -    
    -  Refinancing                                       -         -           -              -               -            -    
    -  Other                                             -         -           -              -               -            -    

Weighted average number of limited partnership                                                                                  
  ($100) units outstanding                           198,187    198,332     198,551       199,558         199,900       199,992 
                                                  ==========   ========   =========     =========     ===========    ===========


(1)  The difference between Net income (loss) - GAAP and Taxable income (loss)  
     from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(3)  The Partnership records a write down to its residual position if it has    
    been determined to be impaired. Impairment generally occurs for one of two
   reasons: (1) when the recoverable value of the underlying equipment falls
 below the Partnership's carrying value or (2) when the primary security
   holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the 
   primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.                          

(4)  The Partnership's Reinvestment Period expired on June 19, 1996, five years 
    after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two  
amendments to the Partnership Agreement. As of February 19, 1998 these
   amendments were agreed to and are effective from and after June 19, 1996.
  The amendments: (1) extend the Reinvestment Period for a maximum of four
   and one half additional years and likewise delay the start and end of the
   Liquidation Period, and (2) eliminate the Partnership's obligation to pay
    the General Partner $529,125 of the $634,125 accrued and unpaid management
     fees as of December 31, 1997 and any additional management fees which would
    otherwise accrue during the present Liquidation Period. The portion of the
 accrued and unpaid management fees that would be payable to the General
Partner or $105,000 ($634,125 less $529,125) will be returned to the  
Partnership in the form of an additional Capital Contribution by the  
General Partner.                                                      

(5)  Interim tax information not available.                                     

B-10

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 TABLE III

 Operating Results of Prior Public Programs - Series D
 (unaudited)

The following table summarizes the operating results of Series D. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                               
                                                                March 31,              For the Years Ended December 31,     
                                                                ---------        -------------------------------------------

                                                                  1998               1997           1996            1995    
                                                                  ----               ----           ----            ----    

                                                                                                                            
Revenues                                                     $   730,736         $ 3,084,705     $ 3,619,457    $ 3,270,722 
   Net gain on sales or remarketing of equipment                   6,854             452,706       2,391,683      1,931,333 
                                                             -----------         -----------     -----------    ----------- 
   Gross revenue                                                 737,590           3,537,411       6,011,140      5,202,055 

Less:                                                                                                                       
   Interest expense                                              239,598           1,121,197       1,651,940        621,199 
   Depreciation expense                                          152,750             356,417            -              -    
   Management fees - General Partner                             130,599             548,400         685,103        594,623 
   Administrative expense reimbursement - General Partner         71,978             271,829         301,945        257,401 
   General and administrative                                     48,002             199,751         217,378        273,663 
   Amortization of initial direct costs                           34,695             363,087         614,441        511,427 
   Provision for bad debts (3)                                      -                   -               -           150,000 
                                                             -----------         -----------     -----------    ----------- 

Net income - GAAP                                            $    59,968         $   676,730     $ 2,540,333    $ 2,793,742 
                                                             ===========         ===========     ===========    =========== 

Net income - GAAP - allocable to limited partners            $    59,368         $   669,963     $ 2,514,930    $ 2,765,805 
                                                             ===========         ===========     ===========    =========== 

Taxable income from operations (1)                                (4)            $ 3,483,507     $ 3,097,307    $ 1,641,323 
                                                                                 ===========     ===========    =========== 

Cash generated from operations                               $   346,598         $ 8,409,703     $ 1,621,624    $ 2,756,354 
Cash generated from sales                                        638,024           9,741,651      15,681,303      6,776,544 
Cash generated from refinancing                                     -              2,700,000       5,250,000      4,148,838 
                                                             -----------         -----------    -----------    -----------  

Cash generated from operations, sales and                                                                                   
   refinancing                                                   984,622          20,851,354      22,552,927     13,681,736 

Less:                                                                                                                       
   Cash distributions to investors from operations,                                                                         
     sales and refinancing                                     1,080,945           7,882,867       5,588,508      5,589,207 
   Cash distributions to General Partner from                                                                               
     operations, sales and refinancing                            10,919              79,648          56,450         56,457 
                                                             -----------         -----------     -----------    ----------- 

Cash generated from (used by) operations, sales and                                                                         
   refinancing after cash distributions                      $  (107,242)        $12,888,839     $16,907,969    $ 8,039,072 
                                                             ===========         ===========     ===========    =========== 


                                                              For the Years Ended December 31,                              
                                                              --------------------------------                              

                                                                   1994           1993                                      
                                                                   ----           ----                                      

                                                                                                                            
Revenues                                                       $ 3,661,321     $ 6,300,753                                  
   Net gain on sales or remarketing of equipment                 1,199,830         313,468                                  
                                                               -----------     -----------                                  
   Gross revenue                                                 4,861,151       6,614,221                                  

Less:                                                                                                                       
   Interest expense                                                652,196       1,261,312                                  
   Depreciation expense                                              4,167       1,144,609                                  
   Management fees - General Partner                               778,568         996,356                                  
   Administrative expense reimbursement - General Partner          337,867         423,387                                  
   General and administrative                                      412,655         184,604                                  
   Amortization of initial direct costs                            580,457         931,983                                  
   Provision for bad debts (3)                                     475,000         575,000                                  
                                                               -----------     -----------                                  

Net income - GAAP                                              $ 1,620,241     $ 1,096,970                                  
                                                               ===========     ===========                                  

Net income - GAAP - allocable to limited partners              $ 1,604,039     $ 1,086,000                                  
                                                               ===========     ===========                                  

Taxable income from operations (1)                             $ 2,612,427     $ 5,766,321                                  
                                                               ===========     ===========                                  

Cash generated from operations                                 $ 1,969,172     $ 6,330,281                                  
Cash generated from sales                                        9,054,589       5,143,299                                  
Cash generated from refinancing                                       -               -                                     
                                                               -----------     -----------                                  

Cash generated from operations, sales and                                                                                   
   refinancing                                                  11,023,761      11,473,580                                  

Less:                                                                                                                       
   Cash distributions to investors from operations,                                                                         
     sales and refinancing                                       5,596,503       5,600,000                                  
   Cash distributions to General Partner from                                                                               
     operations, sales and refinancing                              56,530          56,564                                  
                                                               -----------     -----------                                  

Cash generated from (used by) operations, sales and                                                                         
   refinancing after cash distributions                        $ 5,370,728     $ 5,817,016                                  
                                                               ===========     ===========                                  


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 TABLE III

 Operating Results of Prior Public Programs - Series D (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                               
                                                      March 31,                     For the Years Ended December 31,             
                                                      ---------         -------------------------------------------------------- 
                                                       1998             1997        1996      1995             1994        1993  
                                                       ----             ----        ----      ----             ----        ----  
                                                                                                                                 
Tax data and distributions per $1,000 limited                                                                                    
     partner investment                                                                                                          

Federal income tax results:                                                                                                      
     Taxable income from operations (1)                 (4)       $    86.40   $    76.82   $   40.70    $   64.71    $    142.72
                                                                  ==========   =========    =========    =========    ===========

Cash distributions to investors (2)                                                                                              
     Source (on GAAP basis)                                                                                                      
       Investment income                            $    5.49     $    16.79   $    63.00   $   69.28    $   40.13    $    27.15 
       Return of capital                                94.51     $   180.71   $    77.00   $   70.72    $   99.87    $   112.85 

     Source (on Cash basis)                                                                                                      
       -  Operations                                $   32.06     $  197.50    $    40.62   $   69.04    $   48.77    $    140.00
       -  Sales                                         59.02           -             $         99.38    $   70.96    $     91.23
       -  Refinancing                                                   -             -           -            -             -   
       -  Other                                         -8.91                         -           -            -             -   

Weighted average number of limited partnership                                                                                   
     ($100) units outstanding                         399,118        399,138      399,179     399,229      399,703        400,000
                                                    =========    ===========   ==========   =========    =========     ==========


(1)  The difference between Net income - GAAP and Taxable income from operations
   is due to different methods of calculating depreciation and amortization,
    the use of the reserve method for providing for possible doubtful accounts
   under GAAP and different methods of recognizing revenue on Direct Finance
Leases.                                                               

(2)  The program held its initial closing on September 13, 1991 and as of its   
final closing date on June 5, 1992 it had eighteen (18) additional    
  semi-monthly closings. Taxable income from operations per $1,000 limited
  partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.              

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

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 TABLE III

 Operating Results of Prior Public Programs-Series E
 (unaudited)

The following table summarizes the operating results of Series E. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                        Three Months Ended                                                         
                                                             March 31,                  For the Years Ended December 31,           
                                                             ---------        -----------------------------------------------------

                                                               1998               1997              1996               1995        
                                                               ----               ----              ----               ----        

                                                                                                                                   
Revenues                                                    $ 2,216,133       $ 6,401,873       $   7,907,175      $10,570,473     
   Net gain on sales or remarketing of equipment                270,346         1,209,420           1,942,041        1,610,392     
                                                            -----------       -----------       -------------      -----------     
   Gross revenue                                              2,486,479         7,611,293           9,849,216       12,180,865     

Less:                                                                                                                              
   Interest expense                                           1,019,133         2,471,045           2,957,534        4,377,702     
   Management fees - General Partner                            432,694           919,728           1,120,336        1,596,569     
   Administrative expense reimbursement - General Partner       208,970           486,253             563,107          784,775     
   Provision for bad debts (3)                                  200,000                 -             400,000          600,000     
   Amortization of initial direct costs                         173,973           461,620             887,960        1,530,505     
   Depreciation                                                 105,096           475,619           1,061,711        1,061,712     
   General and administrative                                    90,139           370,705             608,293          638,362     
   Minority interest in joint venture                            30,795            57,738               6,392            5,438     
                                                            -----------       -----------       -------------      -----------     

Net income - GAAP                                           $   225,679       $ 2,368,585       $   2,243,883      $ 1,585,802     
                                                            ===========       ===========       =============      ===========     

Net income - GAAP - allocable to limited partners           $   223,422       $ 2,344,899       $   2,221,444      $ 1,569,944     
                                                            ===========       ===========       =============      ===========     

Taxable income (loss) from operations (1)                        (4)          $   981,575       $  (3,280,008)     $ 1,700,386     
                                                            ===========       ===========       =============      ===========     

Cash generated from operations                              $ 4,759,343       $21,638,350       $  13,210,339      $ 8,768,414     
Cash generated from sales                                       580,586        15,313,194          10,358,637        7,419,261     
Cash generated from refinancing                               6,257,067        20,765,451          13,780,000        7,400,000     
                                                              =========        ==========          ==========        =========     

Cash generated from operations, sales and refinancing        11,596,996        57,716,995          37,348,976       23,587,675     

Less:                                                                                                                              
   Cash distributions to investors from operations,                                                                                
     sales and refinancing                                    1,939,210         7,768,316           7,771,164        7,773,082     
   Cash distributions to General Partner from operations,                                                                          
     sales and refinancing                                       19,588            78,468              78,496           78,512     
                                                            -----------       -----------       -------------      -----------     

Cash generated from operations, sales and refinancings                                                                             
  after cash distributions                                  $ 9,638,168       $49,870,211       $  29,499,316      $15,736,081     
                                                            ===========       ===========       =============      ===========     



                                                               For the Years Ended December 31,                                    
                                                               --------------------------------                                    

                                                                  1994               1993                                          
                                                                  ----               ----                                          
                                                                                                                                   
Revenues                                                       $10,946,254       $ 8,748,076                                       
   Net gain on sales or remarketing of equipment                   628,027         1,486,575                                       
                                                               -----------       -----------                                       
   Gross revenue                                                11,574,281        10,234,651                                       

Less:                                                                                                                              
   Interest expense                                              4,868,950         3,023,934                                       
   Management fees - General Partner                             1,547,509           949,468                                       
   Administrative expense reimbursement - General Partner          408,114           811,966                                       
   Provision for bad debts (3)                                      250,000        2,186,750                                       
   Amortization of initial direct costs                          1,840,714         1,667,212                                       
   Depreciation                                                    289,478            18,037                                       
   General and administrative                                      438,569           315,000                                       
   Minority interest in joint venture                                 -                  -                                         
                                                               -----------       ------------                                      

Net income - GAAP                                              $ 1,527,095       $ 1,499,573                                       
                                                               ===========       ===========                                       

Net income - GAAP - allocable to limited partners              $ 1,511,824       $ 1,484,577                                       
                                                               ===========       ===========                                       

Taxable income (loss) from operations (1)                      $ 2,793,029       $ 3,293,140                                       
                                                               ===========       ===========                                       

Cash generated from operations                                 $17,597,929       $18,415,294                                       
Cash generated from sales                                        6,492,842         9,416,909                                       
Cash generated from refinancing                                       -           38,494,983                                       
                                                                                 -----------                                       

Cash generated from operations, sales and refinancing           24,090,771        66,327,186                                       

Less:                                                                                                                              
   Cash distributions to investors from operations,                                                                                
     sales and refinancing                                       8,390,043         5,796,799                                       
   Cash distributions to General Partner from operations,                                                                          
     sales and refinancing                                          78,582            58,637                                       
                                                               -----------       -----------                                       

Cash generated from operations, sales and refinancings                                                                             
  after cash distributions                                     $15,622,146       $60,471,750                                       
                                                               ===========       ===========                                       


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 TABLE III

 Operating Results of Prior Public Programs-Series E (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]


                                                                 Three Months Ended                                             
                                                                      March 31,               For the Year Ended December 31,   
                                                                      ---------        -----------------------------------------

                                                                        1998           1997        1996        1995             
                                                                        ----           ----        ----        ----             

                                                                                                                                
Tax and distribution data per $1,000 limited partner investment                                                                 

Federal Income Tax results:                                                                                                     
   Taxable income (loss) from operations (1)                                (4)    $   15.95   $   (53.28)   $  27.61           
                                                                                   =========   ==========    ========           

Cash distributions to investors (2)                                                                                             
   Source (on GAAP basis)                                                                                                       
     Investment income                                               $     14.69   $   38.49    $   36.45    $  25.75           
     Return of capital                                               $    112.81   $   89.01    $   91.05    $ 101.75           

Source (on cash basis)                                                                                                          
   - Operations                                                      $    127.50   $  127.50    $  127.50    $ 127.50           
   - Sales                                                                   -          -            -         -                
   - Refinancings                                                            -          -            -         -                
   - Other                                                                   -          -            -         -                

Weighted average number of limited partnership                                                                                  
($100) units outstanding                                                 608,381      609,211      609,503    609,650           
                                                                     ===========   ==========    =========    =======           



                                                                          For the Year Ended December 31,                       
                                                                        ---------------------------------                       
                                                                             1994           1993                                
                                                                             ----           ----                                

                                                                                                                                
Tax and distribution data per $1,000 limited partner investment                                                                 

Federal Income Tax results:                                                                                                     
   Taxable income (loss) from operations (1)                            $    45.32       $   66.54                              
                                                                        ==========       =========                              

Cash distributions to investors (2)                                                                                             
   Source (on GAAP basis)                                                                                                       
     Investment income                                                  $    24.78       $   30.32                              
     Return of capital                                                  $   112.74       $   88.06                              

Source (on cash basis)                                                                                                          
   - Operations                                                         $   137.52       $  118.38                              
   - Sales                                                                   -                 -                                
   - Refinancings                                                            -                 -                                
   - Other                                                                   -                 -                                

Weighted average number of limited partnership                                                                                  
($100) units outstanding                                                   610,080         489,966                              
                                                                         =========       =========                              


(1)  The difference between Net income - GAAP and Taxable income (loss) from    
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The program held its initial closing on July 6, 1992 and as of its final   
closing date of July 31, 1993 it had twenty-six (26) additional       
  semi-monthly closings. Taxable income from operations per $1,000 limited
  partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.              

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

B-14

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 TABLE III

 Operating Results of Prior Public Programs-L.P. Six
 (unaudited)

The following table summarizes the operating results of L.P. Six. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                      
                                                                March 31,          For the Years Ended December 31,
                                                                ---------        ----------------------------------

                                                                  1998               1997           1996           
                                                                  ----               ----           ----           
                                                                                                                   
Revenues                                                      $ 1,488,286        $ 6,452,409     $ 9,238,182       
   Net gain on sales or remarketing of equipment                   94,149             58,523         338,574       
                                                              -----------        -----------     -----------       
   Gross revenue                                                1,582,435          6,510,932       9,576,756       

Less:                                                                                                              
   Interest expense                                               588,261          2,648,557       4,330,544       
   Management fees - General Partner                              254,169          1,092,714       1,333,394       
   Amortization of initial direct costs                           205,583          1,071,656       1,349,977       
   Depreciation                                                   159,480            745,275         848,649       
   Administrative expense reimbursement - General Partner         123,218            547,382         642,276       
   Provision for bad debts (3)                                    100,000            183,274         750,000       
   General and administrative                                      43,559            178,464         657,470       
   Minority interest in joint venture                               1,693              7,990          31,413       
                                                              -----------        -----------     -----------       

Net income (loss) - GAAP                                      $   106,472        $    35,620     $  (366,967)      
                                                              ===========        ===========     ===========       

Net income (loss) - GAAP - allocable to limited partners      $   105,407        $    35,264     $  (363,297)      
                                                              ===========        ===========     ===========       

Taxable income (loss) from operations (1)                            (4)         $(1,154,365)    $  (574,054)      
                                                                                 ===========     ===========       

Cash generated from operations                                $ 1,474,692        $12,075,547     $ 9,923,936       
Cash generated from sales                                         383,797          4,336,675       8,684,744       
Cash generated from refinancing                                      -             7,780,328       9,113,081       
                                                              -----------        -----------     -----------       

Cash generated from operations, sales and refinancing           1,858,489         24,192,550      27,721,761       

Less:                                                                                                              
   Cash distributions to investors from operations,                                                                
     sales and refinancing                                      1,022,275          4,102,940       4,119,354       
   Cash distributions to General Partner from operations,                                                          
     sales and refinancing                                         10,326             41,444          41,613       
                                                              -----------        -----------     -----------       

Cash generated from operations, sales and refinancing                                                              
   after cash distributions                                   $   825,888        $20,048,166     $23,560,794       
                                                              ===========        ===========     ===========       



                                                                For the Years Ended December 31,                   
                                                              ----------------------------------                   

                                                                  1995           1994                              
                                                                  ----           ----                              
                                                                                                                   
Revenues                                                      $ 6,622,180    $    203,858                          
   Net gain on sales or remarketing of equipment                  107,733           -                              
                                                              -----------    ------------                          
   Gross revenue                                                6,729,913         203,858                          

Less:                                                                                                              
   Interest expense                                             3,003,633           2,142                          
   Management fees - General Partner                              696,096           8,827                          
   Amortization of initial direct costs                           828,154          12,748                          
   Depreciation                                                   636,487           -                              
   Administrative expense reimbursement - General Partner         381,471           6,872                          
   Provision for bad debts (3)                                    570,000          63,500                          
   General and administrative                                     360,235          38,879                          
   Minority interest in joint venture                             177,769           -                              
                                                              -----------    ------------                          

Net income (loss) - GAAP                                      $    76,068    $     70,890                          
                                                              ===========    ============                          

Net income (loss) - GAAP - allocable to limited partners      $    75,307    $     70,181                          
                                                              ===========    ============                          

Taxable income (loss) from operations (1)                     $ 2,239,753    $     71,033                          
                                                              ===========    ============                          

Cash generated from operations                                $ 8,776,203    $    439,913                          
Cash generated from sales                                       1,016,807           -                              
Cash generated from refinancing                                33,151,416           -                              
                                                              -----------    ------------                          

Cash generated from operations, sales and refinancing          42,944,426         439,913                          

Less:                                                                                                              
   Cash distributions to investors from operations,                                                                
     sales and refinancing                                      2,543,783         311,335                          
   Cash distributions to General Partner from operations,                                                          
     sales and refinancing                                         25,694           3,145                          
                                                              -----------    ------------                          

Cash generated from operations, sales and refinancing                                                              
   after cash distributions                                   $40,374,949    $    125,433                          
                                                              ===========    ============                          


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 TABLE III

 Operating Results of Prior Public Programs-L.P. Six
 (unaudited)

                                                        [Enlarge/Download Table]


                                                Three Months Ended                                                      
                                                     March 31,                       For the Years Ended December 31,   
                                                     ---------          ----------------------------------------------- 

                                                       1998             1997           1996          1995          1994 
                                                       ----             ----           ----          ----          ---- 
                                                                                                                        
Tax data and distributions per $1,000 limited                                                                           
   partner investment                                                                                                   

Federal income tax results:                                                                                             
   Taxable income (loss) from operations (1)           (4)          $  (29.94)     $    (14.83)    $  85.13    $   22.15
                                                                    =========      ===========     ========    =========

Cash distributions to investors (2)                                                                                     
   Source (on GAAP basis)                                                                                               
      Investment income                             $   11.05       $     .86     $       -        $   2.89    $   22.10
      Return of capital                             $   96.45       $  106.64     $     107.50     $  94.78    $   75.94

   Source (on cash basis)                                                                                               
      - Operations                                  $  107.50       $  107.50     $     107.50     $  97.67    $   98.04
      - Sales                                            -               -                 -            -            -  
      - Refinancing                                      -               -                 -            -            -  
      - Other                                            -               -                 -            -            -  

Weighted average number of limited partnership                                                                          
   ($100) units outstanding                           380,379         381,687          383,196      260,453       31,755
                                                    =========       =========      ===========     ========      =======

(1)  The difference between Net income (loss) - GAAP and Taxable income (loss)  
     from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The program held its initial closing on March 31, 1994. Taxable income from
     operations per $1,000 limited partner investment is calculated based on the
     weighted average number of limited partnership units outstanding during the
period.                                                               

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

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TABLE IV

Results of Completed Prior Public Programs
 (unaudited)

 No Prior Public Programs have completed
operations in the five years ended March 31, 1998.

B-17

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
Computers                          1988         1990          $32,352       $13,859        $16,955         $3,096          $1,064  
Office Copier                      1988         1990         $180,922       $52,504        $52,504             $0        ($30,400) 

Agriculture                        1988         1991          $19,032        $8,921         $7,225        ($1,696)        ($2,214) 
Computers                          1988         1991           $8,450            $0           $465           $465              $0  
Computers                          1989         1991         $363,540       $28,027        $56,077        $28,050         $14,962  
Telecommunications                 1990         1991         $827,804       $49,393             $0       ($49,393)             $0  
Medical                            1988         1991          $29,756            $0             $0             $0        ($10,626) 
Copiers                            1988         1991         $235,863            $0             $0             $0        ($18,115) 

Agriculture                        1988         1992          $61,200       $25,810        $24,152        ($1,658)             $0  
Computers                          1988         1992          $51,353            $0             $0             $0              $0  
Copiers                            1988         1992         $195,875            $0             $0             $0              $0  
Material Handling                  1988         1992          $78,321            $0             $0             $0              $0  
Medical                            1988         1992          $50,433       $15,250         $7,000        ($8,250)        $34,389  
Computers                          1989         1992          $41,058        $4,553         $6,606         $2,053        ($13,951) 
Copiers                            1989         1992          $81,913        $6,495         $6,495             $0          $1,114  
Office Equipment                   1989         1992          $81,986        $2,821        $12,298         $9,477        ($28,695) 
Computers                          1991         1992           $3,607        $3,196         $4,142           $946          $1,076  
Furniture And Fixtures             1992         1992           $4,325        $4,430         $4,390           ($40)            $65  

Computers                          1988         1993          $71,813            $0             $0             $0              $0  
Furniture                          1988         1993         $350,000            $0             $0             $0              $0  
Medical                            1988         1993         $221,191          $182         $2,382         $2,200          $2,341  
Agriculture                        1989         1993          $57,975        $2,050         $2,932           $882         ($1,724) 
Printing                           1989         1993         $126,900        $5,661         $7,800         $2,139        ($10,729) 
Reprographics                      1989         1993         $112,500          $115           $115             $0        ($12,079) 
Computers                          1990         1993          $79,043            $0             $0             $0              $0  
Reprographics                      1990         1993          $71,805        $8,391        $12,528         $4,137              $0  
Retail                             1990         1993         $198,513      ($32,916)       $67,894       $100,810              $0  
Video Production                   1990         1993         $341,796       $67,965       $161,615        $93,650         $24,507  
Computers                          1991         1993         $135,380        $6,540        $20,134        $13,594        ($50,622) 
Fixture                            1992         1993           $2,267        $1,635         $1,824           $189             $11  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
Telecommunications                 1992         1993          $20,000       $11,840        $11,200          ($640)        ($4,800) 
Video Production                   1992         1993           $3,362        $1,110           $592          ($518)        ($2,867) 
Manufacturing & Production         1993         1993          $22,660            $0             $0             $0              $0  

Agriculture                        1988         1994          $30,000          $288           $288             $0              $0  
Medical                            1988         1994          $46,050        $6,438         $6,438             $0              $0  
Computers                          1989         1994          $71,152        $6,942           $500        ($6,442)        ($1,449) 
Computers                          1991         1994         $156,552        $6,882        $16,611         $9,729        ($41,137) 
Material Handling                  1991         1994           $7,013        $1,973         $2,203           $230           ($604) 
Medical                            1991         1994          $40,556      ($11,278)        $1,460        $12,738            $375  
Fixture                            1992         1994           $3,396          $751           $845            $94         ($1,192) 
Manufacturing & Production         1992         1994          $17,103         ($199)            $0           $199         ($5,443) 
Furniture                          1993         1994          $26,868            $0             $0             $0              $0  
Manufacturing & Production         1993         1994          $27,096       $10,139        $11,054           $915              $0  
Agriculture                        1989         1994          $14,191          $350           $350             $0              $0  
Printing                           1993         1994          $24,112       $24,030        $27,061         $3,031              $0  

Computers                          1991         1995          $17,200          $173         $3,522         $3,349          $1,594  
Copiers                            1991         1995          $49,081        $7,350         $7,423            $73         ($3,044) 
Sanitation                         1991         1995          $21,452          $560         $4,818         $4,258          $3,010  
Agriculture                        1992         1995           $7,828          $462           $737           $275         ($1,901) 
Computers                          1993         1995          $64,391       $36,094         $5,863       ($30,231)             $0  
Manufacturing & Production         1993         1995          $28,557        $8,752         $8,912           $160              $0  
Retail                             1993         1995          $28,507           ($9)          $697           $706              $0  

Computers                          1991         1996          $35,618        $1,502        $20,150        $18,648         $19,571  
Copiers                            1991         1996         $117,238       $17,784        $32,380        $14,596         $28,006  
Material Handling                  1991         1996          $14,996          $843         $3,223         $2,380          $3,432  
Sanitation                         1991         1996          $35,854        $5,946         $5,649          ($297)         $5,260  
Fixture                            1992         1996          $18,452        $1,909         $1,909             $0         ($1,919) 
Computers                          1993         1996          $72,479         ($573)          $515         $1,088              $0  
Furniture                          1993         1996           $9,978           ($2)            $0             $2              $0  
Material Handling                  1993         1996          $11,824            $0             $0             $0              $0  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
                                   1993         1996          $33,190          $400           $403             $3              $0  
Retail                             1993         1996          $44,673           ($5)            $0             $0              $0  
Sanitation                         1993         1996           $5,822            $0             $0             $0              $0  
Video Production                   1993         1996          $41,465       $12,099        $12,441           $342              $0  
Medical                            1994         1996          $12,166          $960         $2,000         $1,040         ($4,259) 

Computers                          1991         1997          $75,602        $4,349        $15,753        $11,403         $19,783  
Computers                          1993         1997          $39,593        $6,013             $0        ($6,013)             $0  
Retail                             1993         1997         $158,276       $16,960        $23,438        $23,423          $5,373  
Video                              1993         1997          $27,273            $0             $0             $0              $0  
Sanitation                         1996         1997           $3,571           $43         $1,380         $1,337              $0  

Computers                          1993         1998         $123,234            $0           $205           $205              (4) 
Manufacturing & Production         1993         1998         $110,906          $366           $706           $340              (4) 
Printing                           1993         1998          $33,033            $0           $776           $776              (4) 
Retail                             1993         1998          $43,805            $0             $7             $7              (4) 
Telecommunications                 1993         1998          $26,238          $591           $605            $14              (4) 
Video                              1993         1998          $16,975            $0             $0             $0              (4) 
Manufacturing & Production         1995         1998          $14,356            $0             $6             $6              (4) 

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                            Total                                                        Federal  
             Type of             Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
            Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
----------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                  
Manufacturing & Production         1990       1990          $31,129        $28,288         $34,142         $5,854        $3,013   
Mining                             1990       1990         $145,227       $120,804        $120,804             $0            $0   
Video Production                   1990       1990          $10,201         $8,006          $9,086         $1,080          $671   

Agriculture                        1989       1991           $5,986         $4,003              $0        ($4,003)           $0   
Computers                          1989       1991          $76,899        $52,134          $7,492       ($44,642)           $0   
Construction                       1989       1991          $48,299        $43,554          $7,784       ($35,770)      ($7,007)  
Copiers                            1989       1991           $7,469         $4,997             $16        ($4,981)           $0   
Environmental                      1989       1991          $10,609        $11,546              $0       ($11,546)           $0   
Furniture                          1989       1991          $86,965        $62,229         $19,339       ($42,890)           $0   
Manufacturing & Production         1989       1991          $55,125        $34,435         $12,807       ($21,628)           $0   
Medical                            1989       1991           $9,447         $7,643              $0        ($7,643)           $0   
Office Equipment                   1989       1991          $25,171        $24,586             $64       ($24,522)      ($1,985)  
Retail                             1989       1991           $4,405         $4,792              $0        ($4,792)           $0   
Sanitation                         1989       1991          $15,448        $17,983              $0       ($17,983)           $0   
Telecommunications                 1989       1991           $2,238             $0             $60            $60            $0   
Transportation                     1989       1991           $9,474        $10,801              $0       ($10,801)           $0   
Video Production                   1989       1991          $11,925         $1,762              $7        ($1,755)           $0   
Agriculture                        1990       1991          $35,245         $4,694              $0        ($4,694)      ($5,210)  
Computers                          1990       1991       $2,671,588       $601,346        $136,169      ($465,177)    ($476,397)  
Construction                       1990       1991          $64,544        $29,979         $24,379        ($5,600)      ($9,949)  
Copiers                            1990       1991          $30,699        $18,760            $911       ($17,849)           $0   
Environmental                      1990       1991          $14,658        $15,434              $0       ($15,434)           $0   
Fixture                            1990       1991          $29,510        $27,027            $808       ($26,219)           $0   
Furniture                          1990       1991          $53,420        $34,771          $3,598       ($31,173)      ($5,953)  
Manufacturing & Production         1990       1991         $526,568       $504,823        $226,978      ($277,845)     ($47,036)  
Material Handling                  1990       1991         $112,075        $59,977         $34,758       ($25,219)           $0   
Medical                            1990       1991          $93,771        $47,016              $0       ($47,016)     ($19,410)  
Mining                             1990       1991         $221,706             $0              $0             $0      ($82,375)  
Miscellaneous                      1990       1991          $29,443        $28,179              $0       ($28,179)           $0   
Office Equipment                   1990       1991          $44,560        $34,289            $760       ($33,529)           $0   
Restaurant                         1990       1991          $97,304        $45,062         $18,564       ($26,498)     ($24,787)  
Retail                             1990       1991          $43,751        $18,362          $9,230        ($9,132)     ($12,624)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Sanitation                        1990       1991         $171,345        $66,074         $77,146        $11,072      ($78,222)  
Telecommunications                1990       1991         $980,613       $119,372              $0      ($119,372)     ($11,618)  
Transportation                    1990       1991          $13,434        $13,858              $0       ($13,858)           $0   
Video Production                  1990       1991          $46,645        $26,631          $3,754       ($22,877)      $11,741   
Material Handling                 1991       1991         $109,115       $108,512        $113,482         $4,970            $0   

Agriculture                       1989       1992          $89,766        $19,058         $21,912         $2,854      ($12,999)  
Computers                         1989       1992          $60,747         $1,659          $2,593           $934            $0   
Copiers                           1989       1992          $79,556        $10,817         $10,839            $22       ($9,798)  
Furniture                         1989       1992          $35,512         $2,418          $2,911           $493            $0   
Manufacturing & Production        1989       1992         $117,236         $1,924          $1,936            $12            $0   
Material Handling                 1989       1992          $16,058           $670            $789           $119       ($7,845)  
Medical                           1989       1992          $31,701         $7,548          $1,967        ($5,580)           $0   
Office Equipment                  1989       1992          $19,981         $1,381          $1,427            $46            $0   
Printing                          1989       1992          $25,000         $3,510          $2,510        ($1,000)      ($8,247)  
Telecommunications                1989       1992          $18,779         $1,910          $2,012           $102            $0   
Video Production                  1989       1992          $21,849         $3,275          $3,283             $8            $0   
Agriculture                       1990       1992          $46,968         $2,847          $3,463           $617       ($4,451)  
Computers                         1990       1992       $3,872,456       $671,632        $342,387      ($329,245)  ($1,086,408)  
Construction                      1990       1992          $23,493         $1,229          $1,229             $0            $0   
Copiers                           1990       1992          $19,240         $2,165          $3,524         $1,358       ($8,884)  
Environmental                     1990       1992           $7,195         $1,164          $1,164             $0       ($4,683)  
Fixture                           1990       1992          $55,869         $7,661          $9,096         $1,436      ($34,594)  
Furniture                         1990       1992          $58,095         $7,193          $7,719           $525      ($26,836)  
Manufacturing & Production        1990       1992         $192,143        $47,665         $43,213        ($4,452)     ($45,657)  
Material Handling                 1990       1992         $104,852        $23,011          $7,775       ($15,236)     ($15,648)  
Medical                           1990       1992          $88,537        $12,382         $13,393         $1,011      ($38,945)  
Miscellaneous                     1990       1992           $4,999         $1,313          $1,236           ($77)      ($2,804)  
Office Equipment                  1990       1992       $1,203,666       $179,190          $2,513      ($176,678)      ($6,351)  
Printing                          1990       1992           $4,055           $787            $787             $0       ($2,487)  
Restaurant                        1990       1992          $83,624           $194          $6,850         $6,657      ($12,961)  
Retail                            1990       1992          $63,030        $35,999            $581       ($35,419)      ($1,296)  
Sanitation                        1990       1992         $200,642        $12,623         $13,101           $478      ($14,846)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Telecommunications                1990       1992          $64,899        $11,997          $4,965        ($7,032)     ($18,620)  
Transportation                    1990       1992           $7,610             $1              $1             $0            $0   
Video Production                  1990       1992          $18,558         $3,521          $4,302           $781       ($7,177)  
Furniture                         1991       1992          $25,909        $28,313              $0       ($28,313)           $0   
Manufacturing & Production        1991       1992          $51,311        $47,497         $57,487         $9,990            $0   
Material Handling                 1991       1992          $10,023        $10,462         $10,595           $133            $0   
Office Equipment                  1991       1992          $15,789             $0              $0             $0            $0   
Sanitation                        1991       1992          $18,840        $10,122         $10,516           $394            $0   

Agriculture                       1989       1993          $31,500         $4,370         $10,095         $5,725        $1,431   
Computers                         1989       1993          $93,554           $267            $661           $394            $0   
Copiers                           1989       1993         $168,679        $19,448         $23,072         $3,624      ($26,046)  
Furniture                         1989       1993         $116,287        $17,152         $19,536         $2,384       ($9,084)  
Manufacturing & Production        1989       1993          $14,804         $2,832          $3,541           $709            $0   
Material Handling                 1989       1993          $20,725             $0          $1,650         $1,650            $0   
Office Equipment                  1989       1993          $81,777           $990         $17,490        $16,500       ($4,999)  
Telecommunications                1989       1993           $2,524             $0              $0             $0            $0   
Video Production                  1989       1993          $22,321             $0              $0             $0            $0   
Agriculture                       1990       1993         $132,350        $11,556         $11,963           $407      ($42,903)  
Automotive                        1990       1993          $75,730        $45,795         $51,888         $6,093       ($3,043)  
Computers                         1990       1993       $1,069,393       $140,198        $164,423        $24,225     ($267,270)  
Construction                      1990       1993          $41,779         $5,058          $5,075            $17       ($9,774)  
Copiers                           1990       1993          $23,318         $3,058          $2,505          ($553)      ($7,670)  
Fixture                           1990       1993          $73,038        $10,235         $10,235             $0      ($22,303)  
Furniture                         1990       1993         $118,834        $11,204         $11,509           $305      ($10,168)  
Manufacturing & Production        1990       1993       $1,120,324       $139,342        $186,899        $47,557     ($271,929)  
Material Handling                 1990       1993         $210,922        $20,462         $29,157         $8,695      ($51,481)  
Medical                           1990       1993         $380,749        $56,711         $37,821       ($18,890)     ($68,880)  
Office Equipment                  1990       1993          $69,232         $8,695          $9,275           $580      ($18,731)  
Printing                          1990       1993           $6,061         $1,431          $1,050          ($381)      ($1,388)  
Reprographics                     1990       1993          $82,000         $8,200         $40,000        $31,800        $7,109   
Restaurant                        1990       1993         $121,682        $10,330         $11,517         $1,187      ($28,626)  
Retail                            1990       1993          $11,280           $813          $1,797           $984       ($2,806)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Sanitation                        1990       1993          $43,697         $5,148          $5,152             $4      ($10,588)  
Telecommunications                1990       1993         $278,193        $20,246         $22,616         $2,370      ($58,857)  
Miscellaneous                     1990       1993         $595,538       ($98,697)       $203,595       $302,292            $0   
Video Production                  1990       1993           $7,981           $374            $374             $0       ($1,484)  
Computers                         1991       1993         $248,090        $36,021         $36,834           $813       ($9,175)  
Construction                      1991       1993          $10,590           $869          $1,875         $1,006       ($4,480)  
Furniture                         1991       1993          $73,541           ($66)           $603           $669       ($7,311)  
Manufacturing & Production        1991       1993          $12,951             $0              $0             $0            $0   
Material Handling                 1991       1993          $43,408        $20,390         $23,147         $2,757       ($1,015)  
Medical                           1991       1993           $9,425         $5,708          $6,513           $805          $858   
Sanitation                        1991       1993          $37,743        $16,285         $15,506          ($779)           $0   
Computers                         1992       1993          $79,557        $38,668         $38,668             $0      ($36,961)  
Material Handling                 1992       1993          $30,692           $149          $6,578         $6,429      ($17,976)  

Computers                         1989       1994         $468,870       $109,719        $109,720             $1      $102,026   
Copiers                           1989       1994          $13,461            $30             $30             $0            $0   
Furniture                         1989       1994         $218,655        $79,000         $79,000             $0       $80,901   
Manufacturing & Production        1989       1994          $90,725           ($13)             $0            $13            $0   
Medical                           1989       1994          $97,017           $699          $1,141           $441            $0   
Office Equipment                  1989       1994           $2,796             $0            $126           $126            $0   
Printing                          1989       1994          $14,123             $0              $0             $0            $0   
Telecommunications                1989       1994          $10,950            ($2)           $127           $129            $0   
Agriculture                       1990       1994          $73,503        $11,518         $12,258           $740       ($3,345)  
Computers                         1990       1994       $3,937,366       $957,935        $959,231         $1,295      $367,292   
Construction                      1990       1994         $141,052        $16,265         $16,265             $0      ($14,659)  
Fixture                           1990       1994         $100,514        $10,959         $10,959             $0       ($6,640)  
Furniture                         1990       1994         $282,115        $89,792         $94,919         $5,127       $43,164   
Manufacturing & Production        1990       1994         $443,855       $121,619        $137,376        $15,757       ($8,207)  
Material Handling                 1990       1994         $411,986        $20,972         $20,972             $0      ($33,402)  
Medical                           1990       1994         $462,679        $42,572         $62,365        $19,792          $805   
Mining                            1990       1994       $9,631,966     $1,298,813      $1,298,813             $0     ($689,039)  
Office Equipment                  1990       1994          $34,402         $3,434          $3,434             $0       ($8,258)  
Reprographics                     1990       1994          $16,482         $4,547          $4,547             $0          $904   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Restaurant                        1990       1994         $297,355        $32,327         $33,776         $1,449      ($29,158)  
Retail                            1990       1994         $841,977       $440,914        $440,914             $0      $668,569   
Sanitation                        1990       1994           $7,147             $0              $0             $0            $0   
Telecommunications                1990       1994         $261,049        ($6,700)        $30,311        $37,011       $11,248   
Video Production                  1990       1994          $45,804         $5,357          $5,365             $8       ($4,684)  
Agriculture                       1991       1994          $15,633           $625            $629             $4            $0   
Computers                         1991       1994         $684,631        $59,296         $59,296             $0     ($213,947)  
Copiers                           1991       1994          $39,270         $2,598            $648        ($1,950)     ($15,152)  
Environmental                     1991       1994          $44,016           $864            $904            $41            $0   
Furniture                         1991       1994          $20,546           $906            $923            $17            $0   
Material Handling                 1991       1994          $66,497         $2,470          $2,642           $172       ($5,750)  
Medical                           1991       1994         $602,400       $306,415        $373,385        $66,970      $139,985   
Sanitation                        1991       1994          $83,638         $4,459          $4,634           $174            $0   
Telecommunications                1991       1994          $11,188           $898          $1,146           $248       ($3,419)  
Manufacturing & Production        1993       1994          $81,735           ($61)            $34            $95            $0   
Material Handling                 1993       1994           $6,578         $3,110          $3,600           $490            $0   
Sanitation                        1994       1994           $7,320             $0              $0             $0            $0   

Computers                         1989       1995          $24,831         $1,574             $13        ($1,561)           $0   
Manufacturing & Production        1989       1995          $11,262         $4,128              $0        ($4,128)           $0   
Computers                         1990       1995       $3,151,688       $784,267        $578,324      ($205,942)      $61,278   
Construction                      1990       1995         $397,553       $139,680         $93,172       ($46,508)       $2,914   
Copiers                           1990       1995          $26,920         $6,048             ($0)       ($6,048)           $0   
Furniture                         1990       1995          $64,010         $5,908          $4,760        ($1,148)       $5,171   
Material Handling                 1990       1995         $108,329         $7,629          $6,899          ($730)         ($15)  
Medical                           1990       1995         $919,987       $320,531        $260,980       ($59,551)      $56,955   
Manufacturing & Production        1990       1995         $846,718       $211,207        $244,937        $33,730      $243,103   
Office Equipment                  1990       1995          $38,014         $4,192          $2,111        ($2,081)       $1,950   
Reprographics                     1990       1995         $102,003             $1              $1             $0            $0   
Restaurant                        1990       1995          $63,437         $4,636          $1,896        ($2,740)         $897   
Retail                            1990       1995       $2,703,611       $349,429        $193,032      ($156,397)     $184,637   
Sanitation                        1990       1995          $58,070         $4,110          $1,738        ($2,372)       $1,518   
Video Production                  1990       1995           $3,404           $773              $0          ($773)           $0   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Agriculture                       1991       1995          $23,262         $7,034          $7,449           $415        $1,921   
Computers                         1991       1995       $2,712,345       $677,342        $648,479       ($28,863)     $126,108   
Construction                      1991       1995          $25,214         $1,539          $2,727         $1,188       ($2,122)  
Furniture                         1991       1995          $62,471        $16,192          $5,091       ($11,101)      ($4,400)  
Material Handling                 1991       1995          $34,473        $12,502         $12,105          ($397)           $0   
Manufacturing & Production        1991       1995         $132,184         $5,116         $50,110        $44,993       $27,132   
Office Equipment                  1991       1995          $48,350         $7,177          $9,506         $2,329       ($2,320)  
Restaurant                        1991       1995          $73,807         $3,637          $2,910          ($728)      ($1,107)  
Telecommunications                1991       1995          $52,499         $3,093          $7,262         $4,169       ($3,403)  
Audio                             1992       1995         $128,455        $98,566        $122,689        $24,123       $32,942   
Computers                         1992       1995          $76,900         $2,447         $15,248        $12,801      ($10,269)  
Furniture                         1992       1995         $188,807        $19,652         $19,652             $0      ($57,369)  
Telecommunications                1992       1995          $64,731        $47,017         $55,634         $8,616       $23,500   
Video Production                  1992       1995         $382,790       $247,199        $298,045        $50,846      $122,650   
Copiers                           1993       1995          $35,000             $0              $0             $0            $0   
Computers                         1994       1995       $1,043,007       $346,471        $739,181       $392,710      $661,239   
Furniture                         1994       1995         $204,779       $171,324        $181,605        $10,281            $0   
Medical                           1994       1995          $23,671         $2,015          $2,015             $0            $0   
Manufacturing & Production        1994       1995          $21,038        $17,225         $18,733         $1,509        $1,436   
Computers                         1995       1995          $17,231        $16,864          $2,383       ($14,481)           $0   

Telecommunications                1989       1996          $20,339             $0          $1,566         $1,566            $0   
Computers                         1990       1996       $1,056,724       $123,220         $88,594       ($34,626)      $94,675   
Fixtures                          1990       1996          $19,989         $1,285            $250        ($1,034)      ($1,034)  
Furniture                         1990       1996          $34,265        $10,881              $0       ($10,881)     ($10,881)  
Medical                           1990       1996          $49,882         $3,282            $332        ($2,949)      ($2,357)  
Manufacturing & Production        1990       1996          $72,805         $2,611          $1,588        ($1,023)       $3,342   
Printing                          1990       1996          $26,691           $728              $0          ($728)        ($728)  
Reprographics                     1990       1996          $77,770         $5,381          $1,037        ($4,345)           $0   
Retail                            1990       1996       $1,332,608       $149,542        $230,752        $81,210      $238,200   
Telecommunications                1990       1996          $71,300         $4,781            $895        ($3,886)           $0   
Computers                         1991       1996          $70,789         $2,113          $1,000        ($1,113)      ($1,113)  
Construction                      1991       1996          $24,724         $3,791          $3,857            $66        $2,506   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Furniture                         1991       1996         $281,079        $24,453         $28,755         $4,302        $3,424   
Material Handling                 1991       1996          $45,771         $7,124          $3,307        ($3,817)           $0   
Restaurant                        1991       1996          $16,013         $1,663          $2,152           $489        $1,976   
Video Production                  1991       1996          $56,632         $4,245          $4,245             $0          $538   
Printing                          1993       1996          $15,733         $3,714          $3,814           $100            $0   
Computers                         1994       1996          $21,284        $13,176              $0       ($13,176)     ($13,176)  
Fixtures                          1994       1996          $20,045             $0              $0             $0      ($14,238)  
Manufacturing & Production        1994       1996          $16,349         $6,081          $6,191           $109       ($7,085)  
Computers                         1995       1996          $36,894        $21,698              $0       ($21,698)     ($29,812)  
Fixtures                          1994       1996          $28,449        $25,882              $0       ($25,882)     ($25,882)  
Furniture                         1994       1996          $20,000             $0              $0             $0            $0   

Computers                         1990       1997          $84,679        $10,369              $0       ($10,369)           $0   
Computers                         1993       1997          $31,527         $1,238          $1,492           $254            $0   
Retail                            1993       1997       $1,811,259       $166,382        $231,762        $65,380     ($165,810)  
Computers                         1994       1997         $106,912           $689          $1,493           $804      ($41,957)  
Manufacturing & Production        1994       1997          $43,759         $2,460          $3,548         $1,089      ($15,221)  
Telecommunications                1994       1997          $64,781         $1,953          $3,990         $2,037      ($11,293)  
Computers                         1995       1997           $9,584             $0              $0             $0            $0   
Manufacturing & Production        1995       1997          $74,770             $0              $0             $0            $0   
Restaurant                        1995       1997          $12,030             $0              $0             $0       ($7,218)  
Video Production                  1995       1997          $27,067         $4,971              $0        ($4,971)           $0   
Computers                         1996       1997          $16,033        $15,371          $1,768       ($13,604)           $0   
Printing                          1996       1997          $48,047        $36,903         $42,713         $5,811            $0   

Computers                         1993       1998          $25,907             $0              $7             $7            (4)  
Manufacturing & Production        1993       1998          $26,401             $0              $8             $8            (4)  
Computers                         1995       1998          $59,354             $0              $1             $1            (4)  
Medical                           1995       1998          $30,287             $0              $0             $0            (4)  

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Agriculture                          1991         1991            $2,942             $0            $0            $0            $0 
Computers                            1991         1991            $1,389             $0           $31           $31           $31 
Construction                         1991         1991              $906           $102          $256          $154          $154 
Manufacturing & Production           1991         1991            $1,800           $328          $343           $15           $15 
Material Handling                    1991         1991            $1,383             $0          $269          $269          $269 
Office Equipment                     1991         1991            $1,233             $0            $0            $0            $0 
Printing                             1991         1991           $19,967             $0            $6            $6            $6 
Retail                               1991         1991            $6,714           $557          $639           $83           $83 
Sanitation                           1991         1991          $167,899       $168,591      $172,406        $3,815        $3,815 

Agriculture                          1991         1992            $7,013         $1,133          $300         ($834)        ($773)
Computers                            1991         1992          $451,724        $57,141       $55,313       ($1,828)     ($38,009)
Construction                         1991         1992          $233,875       $115,470      $119,943        $4,473      ($49,808)
Copiers                              1991         1992            $4,634        ($1,798)         $336        $2,134            $0 
Fixture                              1991         1992       $10,326,838     $1,421,047          $614   ($1,420,433)           $0 
Furniture                            1991         1992            $3,478             $1            $1            $0            $0 
Material Handling                    1991         1992           $25,677        $10,492       $11,432          $940       ($3,074)
Medical                              1991         1992           $12,817           $100          $100            $0      ($10,859)
Manufacturing & Production           1991         1992           $43,629        ($1,124)       $1,754        $2,878      ($32,166)
Office Equipment                     1991         1992            $8,342         $8,593        $3,261       ($5,332)           $0 
Printing                             1991         1992           $16,961           $790          $944          $154       ($9,907)
Restaurant                           1991         1992           $35,504        $22,369        $8,777      ($13,592)           $0 
Retail                               1991         1992          $118,527       $273,200       $10,583     ($262,617)     ($69,026)
Sanitation                           1991         1992          $253,845       $111,627      $115,785        $4,158            $0 
Telecommunications                   1991         1992           $12,916         $7,936        $9,356        $1,420       ($2,588)
Miscellaneous                        1991         1992           $53,827        $21,578       $13,932       ($7,646)       $1,797 

Agriculture                          1991         1993           $57,287         $7,456        $9,998        $2,542      ($18,745)
Automotive                           1991         1993            $6,266         $1,328        $1,427           $99       ($2,344)
Computers                            1991         1993        $1,051,652       $162,294      $207,909       $45,615     ($325,207)
Construction                         1991         1993          $464,100        $55,261       $78,501       $23,240      ($73,626)
Fixture                              1991         1993            $2,403             $0            $0            $0      ($15,392)
Furniture                            1991         1993           $99,455        $25,656       $15,551      ($10,105)    ($138,905)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Medical                              1991         1993        $1,313,194       $708,948      $710,991        $2,043      ($81,725)
Manufacturing & Production           1991         1993          $207,168        $25,494       $33,904        $8,410       ($2,771)
Office Equipment                     1991         1993           $50,397        $10,621       $11,360          $739      ($12,948)
Printing                             1991         1993           $23,682           $425        $1,500        $1,075            $0 
Reprographics                        1991         1993            $3,898           $464          $464            $0      ($12,279)
Restaurant                           1991         1993           $52,281         $8,374       $11,424        $3,050      ($45,442)
Retail                               1991         1993          $107,672         $6,184       $14,538        $8,354       ($5,137)
Sanitation                           1991         1993          $369,044        $58,844       $72,766       $13,922       ($3,854)
Telecommunications                   1991         1993           $13,462           $609          $995          $386       ($1,686)
Transportation                       1991         1993            $3,762           $271          $612          $341            $0 
Construction                         1992         1993           $14,788          ($961)           $0          $961            $0 
Retail                               1992         1993            $4,093          ($139)         $396          $535       ($2,058)

Agriculture                          1991         1994           $37,987        $10,692       $14,276        $3,584       ($1,742)
Automotive                           1991         1994           $54,591           $161          $190           $29            $0 
Computers                            1991         1994        $3,845,015       $145,861      $176,290       $30,428     ($761,570)
Construction                         1991         1994          $144,438         $8,068       $10,874        $2,806       ($2,060)
Copiers                              1991         1994            $2,041            ($0)          $89           $89            $0 
Environmental                        1991         1994          $213,173        $94,203      $123,051       $28,848      ($38,471)
Fixture                              1991         1994          $234,136        $31,188       $32,228        $1,040      ($64,973)
Furniture                            1991         1994          $544,084       ($33,508)      $42,733       $76,241     ($111,133)
Material Handling                    1991         1994           $27,610         $9,861       $12,180        $2,320       ($8,523)
Medical                              1991         1994          $166,398         $1,386       $15,777       $14,391          $490 
Manufacturing & Production           1991         1994          $351,497        $31,295       $56,139       $24,844      ($79,430)
Office Equipment                     1991         1994           $30,245             $0          $126          $125            $0 
Printing                             1991         1994        $1,066,789       $210,962      $210,962            $0     ($222,154)
Restaurant                           1991         1994           $70,707          ($339)         $796        $1,136      ($10,709)
Retail                               1991         1994        $1,381,039       $152,323      $153,469        $1,146     ($361,934)
Sanitation                           1991         1994          $173,772         $2,892        $4,374        $1,482            $0 
Telecommunications                   1991         1994          $277,162        ($2,629)      $13,384       $16,013      ($57,036)
Video                                1991         1994            $8,139            ($1)         $327          $328            $0 
Fixture                              1992         1994           $15,450         $1,223        $1,552          $328       ($8,169)
Manufacturing & Production           1992         1994          $122,247        $21,475       $31,910       $10,435      ($37,107)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Furniture                            1994         1994           $65,659        $69,225       $73,420        $4,195            $0 

Computers                            1991         1995       $14,393,689     $1,892,673    $1,681,499     ($211,174)     ($60,114)
Construction                         1991         1995          $238,913        $14,433       $27,420       $12,987     ($149,560)
Copiers                              1991         1995           $39,507         $3,456        $4,077          $621       $13,504 
Fixtures                             1991         1995          $804,453       $113,148       $89,760      ($23,388)     ($16,463)
Furniture                            1991         1995          $603,534        $29,758       $76,781       $47,023            $0 
Medical                              1991         1995        $3,713,348     $1,692,752    $2,084,752      $392,000     ($260,046)
Manufacturing & Production           1991         1995        $3,123,635       $917,619      $768,141     ($149,478)  ($1,022,443)
Office Equipment                     1991         1995          $347,197        $17,431       $17,435            $5       ($3,502)
Retail                               1991         1995        $1,765,207       $206,416      $117,745      ($88,670)     $854,893 
Sanitation                           1991         1995           $26,224         $6,541         ($655)      ($7,196)           $0 
Telecommunications                   1991         1995          $373,595        $37,285       $38,143          $858     ($103,967)
Video Production                     1991         1995          $192,070         $4,450       $23,511       $19,062       $55,805 
Furniture                            1993         1995           $54,942        $42,999       $23,436      ($19,562)              
Material Handling                    1993         1995           $46,931        $13,325       $13,753          $428            $0 
Restaurant                           1994         1995          $436,966       $379,595      $411,179       $31,584      ($17,421)
Retail                               1994         1995           $35,025        $10,101       $10,120           $19               
Telecommunications                   1994         1995           $19,591        $11,665        $1,542      ($10,123)     ($13,275)
Fixtures                             1995         1995           $25,958        $26,768       $26,866           $99               

Agriculture                          1991         1996            $7,362           $365            $0         ($365)        ($365)
Computers                            1991         1996        $3,287,984       $417,743      $317,557     ($100,185)     $469,256 
Fixtures                             1991         1996          $142,743         $1,011            $0       ($1,011)      ($1,011)
Furniture                            1991         1996        $1,670,320      ($155,540)      $83,650      $239,190      $303,948 
Medical                              1991         1996        $2,023,960       $774,664      $377,555     ($397,109)     $459,686 
Manufacturing & Production           1991         1996          $160,029         $4,540        $1,849       ($2,691)        ($812)
Restaurant                           1991         1996           $85,715          ($780)       $7,296        $8,077       $11,319 
Retail                               1991         1996           $71,310         $8,481        $1,150       ($7,331)       $1,390 
Sanitation                           1991         1996            $4,363           $433            $0         ($433)        ($433)
Telecommunications                   1991         1996           $95,843         $6,362        $9,248        $2,886        $7,641 
Transportation                       1991         1996          $815,481        $30,308       $85,288       $54,980       $86,899 
Video                                1991         1996          $180,577         $3,186       $12,790        $9,604       $17,915 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Automotive                           1992         1996           $97,543        $11,860       $12,140          $278            $0 
Environmental                        1992         1996          $157,907         $3,659        $8,533        $4,874      ($11,597)
Retail                               1992         1996           $53,003         $3,147        $3,897          $750            $0 
Telecommunications                   1992         1996          $362,250       ($28,983)       $4,851       $33,834      ($21,366)
Manufacturing & Production           1993         1996           $16,123             $0            $0            $0            $0 
Computers                            1994         1996           $18,698           $216          $441          $255      ($11,060)
Construction                         1994         1996           $14,015         $1,020        $1,020            $0            $0 
Medical                              1994         1996           $18,685        $15,364        $3,000      ($12,364)      ($9,364)
Manufacturing & Production           1994         1996           $35,203             $0            $0            $0      ($21,180)
Office Equipment                     1994         1996           $17,293           $596          $596            $0            $0 
Telecommunications                   1994         1996            $4,820             $0            $0            $0            $0 

Computer                             1991         1997            $5,327            $94        $3,865        $3,771        $4,461 
Medical                              1991         1997        $2,499,782       $258,686      $258,686            $0      $258,686 
Retail                               1991         1997           $30,855             $0        $2,500        $2,500        $3,475 
Retail                               1992         1997           $97,767             $1           $79           $78            $0 
Sanitation                           1992         1997          $147,542             $0        $1,640        $1,640            $0 
Video Production                     1992         1997           $66,253        $11,586       $12,305          $719        $3,869 
Computers                            1993         1997           $21,303             $0           $11           $11            $0 
Manufacturing & Production           1993         1997           $36,069            ($0)         $736          $736            $0 
Restaurant                           1993         1997           $25,794           $784        $1,400          $616            $0 
Retail                               1993         1997        $1,442,919       $134,489      $182,728       $48,239     ($136,145)
Automotive                           1994         1997           $16,431         $5,412        $6,561        $1,149         ($376)
Computers                            1994         1997           $24,615         $1,159        $1,350          $191       ($4,988)
Fixtures                             1994         1997           $16,090           $872          $726         ($146)      ($5,244)
Furniture                            1994         1997           $12,814         $2,514            $0       ($2,514)           $0 
Manufacturing & Production           1994         1997           $86,687            $26        $1,462        $1,436      ($26,470)
Material Handling                    1994         1997           $15,324             $0          $242          $242       ($5,888)
Medical                              1994         1997          $485,541        $43,278       $31,102      ($12,176)      $12,051 
Telecommunications                   1994         1997           $28,364         $1,496        $2,201          $705       ($9,751)
Manufacturing & Production           1995         1997           $25,764           $323        $1,349        $1,025            $0 
Restaurant                           1995         1997           $15,364            ($0)           $0            $0       ($9,219)
Telecommunications                   1995         1997           $34,104        $22,816            $0      ($22,816)           $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Audio                                1996         1997           $46,335             $0            $0            $0            $0 
Auto                                 1996         1997           $19,219           $602        $2,799        $2,197            $0 
Computers                            1996         1997           $81,936        $30,716       $32,590        $1,873            $0 
Restaurant                           1996         1997           $14,346        $13,996       $16,964        $2,968            $0 
Telecommunications                   1996         1997           $50,797           $886          $886            $0            $0 

Construction                         1991         1998           $13,317         $1,046        $1,244          $198            (4)
Fixtures                             1994         1998           $27,381         $2,281        $3,432        $1,152            (4)
Computers                            1995         1998           $19,695             $0          $708          $708            (4)
Manufacturing & Production           1995         1998           $36,284             $0            $0            $0            (4)
Restaurant                           1995         1998           $24,039             $0           $46           $46            (4)
Auto                                 1996         1998           $22,278             $0        $2,245        $2,245            (4)
Computers                            1996         1998           $14,663             $0          $894          $894            (4)
Video Production                     1996         1998            $8,487             $0            $0            $0            (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Medical                           1991         1992           $48,364             $0              $0            $0           $0 
Medical                           1992         1992          $422,800       $406,812        $180,617     ($226,195)    ($21,855)
Manufacturing & Production        1992         1992          $922,806             $0              $0            $0           $0 
Telecommunications                1991         1992            $2,965         $3,153              $0       ($3,153)          $0 
Telecommunications                1992         1992            $9,287         $2,960         $19,223       $16,262       $9,564 
Video Production                  1992         1992           $66,253             $0              $0            $0           $0 

Medical                           1991         1993        $1,473,719       $767,962        $767,962            $0    ($367,414)
Manufacturing & Production        1991         1993          $729,750       $554,748        $690,006      $135,258     $230,288 
Restaurant                        1991         1993           $10,967         $9,300         $12,098        $2,798       $5,185 
Computers                         1992         1993          $804,823        $52,481         $51,141       ($1,340)    ($28,781)
Construction                      1992         1993            $4,788         $1,071          $1,076            $5      ($2,902)
Copiers                           1992         1993            $3,464         $1,071          $1,072            $1      ($1,699)
Furniture                         1992         1993           $38,333           $847          $4,245        $3,398     ($26,422)
Manufacturing & Production        1992         1993        $1,659,018       $235,971        $239,336        $3,365    ($108,394)
Material Handling                 1992         1993            $4,261         $1,826          $1,826            $0      ($1,617)
Medical                           1992         1993        $1,053,825       $421,329        $499,671       $78,342    ($312,299)
Office Equipment                  1992         1993            $7,692           $968          $2,919        $1,951      ($3,263)
Sanitation                        1992         1993            $9,167         $1,457          $1,457            $0      ($6,364)
Telecommunications                1992         1993          $210,033        $97,163         $97,355          $192    ($118,167)
Medical                           1993         1993          $190,018        $27,839         $31,758        $3,919     ($15,146)

Computers                         1991         1994        $5,918,285     $1,988,610      $1,988,610            $0     $364,917 
Medical                           1991         1994        $4,337,672     $1,324,650      $1,325,089          $440     $275,632 
Manufacturing & Production        1991         1994          $564,133       $135,237        $139,295        $4,058      ($4,466)
Mining                            1991         1994        $6,882,703     $1,911,959      $1,911,959            $0    ($335,688)
Telecommunications                1991         1994            $4,457             $0            $207          $207           $0 
Agriculture                       1992         1994           $14,661           $308            $392           $84      ($5,218)
Automotive                        1992         1994            $2,180           $596            $596            $0        ($752)
Computers                         1992         1994        $1,742,271       $515,871        $517,638        $1,767    ($202,085)
Construction                      1992         1994            $6,320         $1,583          $1,511          ($72)       ($575)
Copiers                           1992         1994           $27,272         $3,088          $3,088            $0      ($6,206)
Environmental                     1992         1994           $18,502         $3,377          $3,334          ($43)     ($8,169)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                      Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP         Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)    Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------    -----------
                                                                                                                                 
Fixtures                          1992         1994           $30,123         $4,000          $4,966          $966            $0 
Furniture                         1992         1994          $128,339        $33,457         $34,909        $1,452      ($45,840)
Material Handling                 1992         1994        $1,292,595     $1,131,118      $1,129,165       ($1,953)      ($7,118)
Medical                           1992         1994        $2,243,134       $607,899        $713,599      $105,700     ($627,651)
Manufacturing & Production        1992         1994          $160,816        $85,334         $89,861        $4,527      ($30,668)
Office Equipment                  1992         1994           $15,083         $3,869          $3,866           ($3)      ($5,979)
Photography                       1992         1994            $3,696           $747            $747            $0       ($1,651)
Printing                          1992         1994           $12,680           $728            $728            $0       ($2,409)
Restaurant                        1992         1994           $85,349         $4,717          $3,740         ($977)      ($7,665)
Retail                            1992         1994           $14,260         $1,686          $1,686            $0       ($3,106)
Sanitation                        1992         1994            $2,333           $707            $707            $0            $0 
Telecommunications                1992         1994           $10,655         $3,409          $3,569          $160       ($3,119)
Transportation                    1992         1994            $2,452           $716            $442         ($274)      ($1,046)
Video Production                  1992         1994            $6,320         $2,055          $1,755         ($301)      ($2,283)
Medical                           1993         1994           $99,286        $21,595         $21,772          $178            $0 
Restaurant                        1994         1994          $287,433       $276,973        $296,218       $19,245            $0 

Computers                         1991         1995           $54,716         $6,105          $8,769        $2,664       $66,761 
Fixtures                          1991         1995           $20,592         $6,858            $466       ($6,391)      ($5,577)
Furniture                         1991         1995          $671,313       $182,750        $320,524      $137,774       ($6,770)
Medical                           1991         1995        $4,238,594       $737,052        $700,553       $17,535      ($71,628)
Manufacturing & Production        1991         1995           $27,177         $1,358              $0       ($1,358)      ($1,358)
Retail                            1991         1995          $130,096        $31,986         $65,301       $33,315       ($1,749)
Sanitation                        1991         1995           $74,519         $8,525         $40,968       $32,443       ($3,429)
Agriculture                       1992         1995           $61,210        $12,058         $12,959        $1,475      ($15,540)
Audio                             1992         1995           $15,467         $2,721              $0       ($1,964)      ($1,964)
Automotive                        1992         1995           $21,561        $11,527             ($0)      ($1,840)      ($1,840)
Computers                         1992         1995          $212,151        $24,123         $20,948       ($2,754)     ($21,058)
Construction                      1992         1995           $39,933         $7,207          $6,398            $0           $38 
Fixtures                          1992         1995           $18,898         $2,668          $2,668            $0         ($432)
Furniture                         1992         1995           $12,485         $1,209              $0       ($1,209)      ($1,209)
Material Handling                 1992         1995        $2,697,355     $3,586,072      $3,969,642    $1,139,585     ($724,447)
Medical                           1992         1995        $3,348,398       $714,943        $494,343     ($220,601)  ($1,322,760)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Manufacturing & Production        1992         1995        $1,101,940       $268,754        $269,476        $4,782     ($67,950)
Office Equipment                  1992         1995            $2,469             $0            $198          $198           $0 
Restaurant                        1992         1995           $21,586         $3,710          $3,732           $22           $0 
Retail                            1992         1995          $160,369        $29,643         $26,957        $1,227        ($751)
Sanitation                        1992         1995            $6,460         $1,545          $1,497          ($48)          $0 
Telecommunications                1992         1995          $224,337        $37,338         $70,923       $33,585        ($718)
Video Production                  1992         1995           $95,387        $25,897         $30,829        $5,442        ($428)
Medical                           1993         1995          $426,311             $0              $0            $0           $0 
Material Handling                 1993         1995           $26,836        $19,079              $0      ($19,079)    ($19,078)
Agriculture                       1994         1995           $16,304         $9,913         $10,262          $348           $0 
Computers                         1994         1995           $16,175        $15,485              $0      ($15,485)    ($15,485)
Medical                           1994         1995           $30,222         $5,772          $8,996        $3,225           $0 
Manufacturing & Production        1994         1995           $17,817        $14,606         $15,678        $1,072           $0 
Restaurant                        1994         1995          $312,000       $247,116        $271,401       $24,285           $0 
Medical                           1995         1995           $10,146         $1,999          $2,000            $1           $0 

Computers                         1991         1996           $16,882            ($2)           $105          $107           $0 
Fixtures                          1991         1996           $25,308         $1,210          $3,244        $2,034       $4,404 
Printing                          1991         1996           $20,891           ($95)           $556          $650       $1,280 
Audio                             1992         1996           $16,137         $1,887          $1,905           $18      ($1,367)
Automotive                        1992         1996           $33,805         $5,441          $2,000       ($3,441)       ($722)
Computers                         1992         1996          $280,451        $31,923         $10,348      ($21,575)    ($20,806)
Construction                      1992         1996           $50,624         $5,797          $6,467          $670      ($1,915)
Copiers                           1992         1996           $11,160         $1,449              $0       ($1,449)       ($845)
Environmental                     1992         1996            $6,810           $936              $0         ($936)          $0 
Fixtures                          1992         1996           $99,216        $11,745         $20,000        $8,255      ($1,825)
Furniture                         1992         1996           $20,459         $3,706              $0       ($3,706)        ($70)
Material Handling                 1992         1996       $20,615,957    $10,585,846     $12,476,033    $1,891,187     $303,725 
Medical                           1992         1996        $2,462,850       $252,786        $243,792       ($8,994)   ($167,648)
Manufacturing & Production        1992         1996        $1,414,399       $117,455         $59,071      ($58,384)    ($74,762)
Office Equipment                  1992         1996           $60,154         $9,886          $9,300         ($586)       ($531)
Photography                       1992         1996            $7,252         $1,286              $0       ($1,286)          $0 
Printing                          1992         1996           $16,757         $2,390              $0       ($2,390)     ($2,390)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Restaurant                        1992         1996          $108,729        $13,773          $6,318       ($7,455)     ($3,765)
Retail                            1992         1996           $14,165           $609            $768          $159           $0 
Sanitation                        1992         1996           $44,503         $6,313          $4,821       ($1,491)     ($5,206)
Telecommunications                1992         1996          $427,770        $44,812        $157,751      $112,939      $72,457 
Video Production                  1992         1996           $21,426         $3,259          $2,455         ($804)          $0 
Medical                           1993         1996          $133,170         $4,221         $61,949       $57,728       $6,191 
Manufacturing & Production        1993         1996           $36,441          ($484)             $0          $484           $0 
Office Equipment                  1993         1996           $24,195            ($4)             $0            $4           $0 
Telecommunications                1993         1996           $24,949            ($4)           $881          $885           $0 
Computers                         1994         1996          $252,860         $4,417         $58,071       $53,654      $14,037 
Fixtures                          1994         1996           $12,057             $0            $781          $781      ($6,175)
Furniture                         1994         1996           $27,035        $23,539         $26,106        $2,567       $5,735 
Restaurant                        1994         1996           $16,307        $13,051          $4,750       ($8,301)     ($8,301)
Telecommunications                1994         1996           $15,157        $10,262         $11,572        $1,310      ($7,857)
Computers                         1995         1996            $6,916           $201            $750          $549      ($4,753)
Fixtures                          1995         1996           $15,241         $9,204          $9,796          $593           $0 
Medical                           1995         1996            $6,162         $1,353             $19            $0           $0 
Manufacturing & Production        1995         1996           $26,538        $25,942              $0      ($25,942)    ($25,942)
Restaurant                        1995         1996          $508,782       $434,244        $487,909       $53,665           $0 
Manufacturing & Production        1996         1996           $51,625        $44,861         $48,959        $4,098           $0 

Medical                           1991         1997        $1,149,504       $276,606         $96,118            $0     $188,884 
Automotive                        1992         1997           $24,515         $4,367          $3,040       ($1,328)      $1,981 
Computers                         1992         1997          $347,614        $11,917         $19,814        $7,898      $36,824 
Copiers                           1992         1997            $9,748           $976            $976            $0         $850 
Fixture                           1992         1997          $104,162             $0              $0            $0           $0 
Furniture                         1992         1997           $32,575         $5,708          $2,170       ($3,538)      $1,208 
Manufacturing & Production        1992         1997          $141,478        $11,341          $7,043       ($4,298)      $6,046 
Medical                           1992         1997          $954,760       $103,649        $109,333        $6,185      $84,846 
Printing                          1992         1997           $85,513         $7,321          $5,849       ($1,472)      $5,523 
Retail                            1992         1997          $362,443        $60,710         $84,800       $24,090      $79,536 
Sanitation                        1992         1997           $32,997         $3,983              $0       ($3,983)         ($0)
Telecommunications                1992         1997           $18,803         $2,524              $0       ($2,524)          $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Video Production                  1992         1997           $20,356         $3,472          $3,494           $22       $2,691 
Computers                         1993         1997           $39,800         $7,443          $7,997          $554           $0 
Fixture                           1993         1997           $79,718         $3,455          $3,455            $0     ($12,386)
Furniture                         1993         1997           $23,436             $0          $1,307        $1,307           $0 
Manufacturing & Production        1993         1997           $77,698           $421          $9,876        $9,455       $1,527 
Restaurant                        1993         1997           $17,005            ($3)             $0            $3           $0 
Retail                            1993         1997           $42,786         $5,800             $32       ($5,769)          $0 
Telecommunications                1993         1997           $76,929         $2,509          $2,622          $113           $0 
Video Production                  1993         1997          $233,785        $52,954         $32,076      ($20,879)          $0 
Computers                         1994         1997          $125,746         $3,499          $8,344        $4,845     ($14,285)
Fixture                           1994         1997           $90,785         $6,445          $9,149        $2,704     ($33,609)
Manufacturing & Production        1994         1997           $13,760           $962          $1,381          $419      ($3,712)
Restaurant                        1994         1997           $51,400           $488          $2,198        $1,710     ($18,580)
Retail                            1994         1997        $1,501,983       $319,666        $256,568            $2    ($295,191)
Telecommunications                1994         1997           $56,505           $546          $1,770        $1,224      ($8,729)
Computers                         1995         1997        $1,754,928       $299,886        $568,598        $1,619     $983,173 
Manufacturing & Production        1995         1997        $1,732,267             $0        $570,337      $235,733    ($603,350)
Medical                           1995         1997           $88,444           $784          $4,806        $4,022           $0 
Printing                          1995         1997          $549,350        $58,767        $451,179            $0     $597,439 
Retail                            1995         1997           $20,061        $11,468         $11,761          $292           $0 
Computers                         1996         1997           $36,872        $34,667            $400      ($34,267)          $0 
Fixture                           1996         1997           $51,207        $40,982              $0      ($32,982)          $0 
Manufacturing & Production        1996         1997           $14,123        $12,443          $1,500      ($10,943)          $0 
Printing                          1996         1997            $3,795             $0              $0            $0           $0 
Computers                         1997         1997           $20,254        $17,290              $0      ($17,290)          $0 
Restaurant                        1997         1997           $53,637        $55,316         $64,495        $9,179           $0 

Manufacturing & Production        1992         1998        $1,773,568       $510,063        $119,788     ($390,275)          (4)
Medical                           1992         1998           $28,431         $2,072          $3,993        $1,921           (4)
Retail                            1993         1998           $14,272         $1,396              $0       ($1,396)          (4)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Computers                         1994         1998           $24,055             $0            $817          $817           (4)
Restaurant                        1994         1998          $379,600        $27,557         $27,437         ($120)          (4)
Retail                            1994         1998          $254,056        $52,524         $35,943      ($16,581)          (4)
Computers                         1995         1998          $376,491        $42,215         $56,599       $14,384           (4)
Manufacturing & Production        1995         1998           $24,669             $0              $0            $0           (4)
Restaurant                        1995         1998           $59,938             $0            $822          $821           (4)
Video Production                  1995         1998           $21,548             $0              $0            $0           (4)
Computers                         1996         1998            $6,368             $0              $0            $0           (4)
Manufacturing & Production        1996         1998           $49,800         $1,393          $4,500        $3,107           (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Automotive                       1992          1993         $78,708      $20,578       $21,261            $683      ($1,297)
Computers                        1992          1993        $215,949     $106,608      $109,268          $2,660       $2,490 
Construction                     1992          1993         $19,166      $19,167       $19,758            $591       $2,748 
Copiers                          1992          1993         $20,119      $15,801       $16,186            $385       $2,162 
Fixture                          1992          1993         $34,015       $9,860       $11,228          $1,368      ($3,366)
Furniture                        1992          1993         $35,126      $19,425       $19,425              $0           $0 
Material Handling                1992          1993         $10,885       $6,689        $6,261           ($428)     ($3,371)
Medical                          1992          1993         $64,989       $4,223        $7,894          $3,671     ($22,951)
Manufacturing & Production       1992          1993        $214,901     $175,434      $180,435          $5,001       $7,349 
Office Equipment                 1992          1993         $56,763      $43,220       $45,905          $2,685       $2,491 
Photography                      1992          1993         $26,342      $21,122       $21,730            $608      ($2,163)
Printing                         1992          1993          $5,275       $3,153        $3,153              $0      ($1,923)
Restaurant                       1992          1993        $409,680     $272,826      $287,325         $14,499      $12,819 
Sanitation                       1992          1993         $16,288      $15,857       $16,556            $699       $2,098 
Telecommunications               1992          1993         $61,395      $61,417       $62,977          $1,560       $8,481 
Video Production                 1992          1993         $17,990      $14,524       $15,710          $1,186       $1,867 
Miscellaneous                    1993          1993        $120,994      $77,602       $83,587          $5,985           $0 
Agriculture                      1993          1993        $116,298      $66,730       $83,866         $17,136     ($13,187)
Automotive                       1993          1993        $271,300     $116,885      $117,399            $514           $0 
Computers                        1993          1993        $195,697      $48,654       $56,378          $7,724           $0 
Construction                     1993          1993         $38,791      $21,486       $25,834          $4,348      ($5,210)
Copiers                          1993          1993         $80,019       $9,877       $13,724          $3,847           $0 
Environmental                    1993          1993         $14,991           $0            $0              $0           $0 
Fixture                          1993          1993        $111,120      $93,400      $109,342         $15,942           $0 
Furniture                        1993          1993         $25,242      $19,885       $18,203         ($1,682)          $0 
Material Handling                1993          1993        $176,632     $155,737      $183,099         $27,362      ($1,077)
Medical                          1993          1993         $71,355      $57,939       $61,890          $3,951       $3,111 
Manufacturing & Production       1993          1993         $26,412      $13,095       $15,580          $2,485           $0 
Office Equipment                 1993          1993         $14,703       $6,487        $7,422            $935           $0 
Printing                         1993          1993         $60,010      $12,274       $14,636          $2,362       $1,433 
Restaurant                       1993          1993         $63,908      $27,607       $31,424          $3,817           $0 
Retail                           1993          1993          $6,477           $1            $0             ($1)          $0 
Sanitation                       1993          1993          $2,107          $82           $88              $6      ($1,893)
Telecommunications               1993          1993      $6,178,527   $5,799,650    $7,119,747      $1,320,097   $1,417,499 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Transportation                   1993          1993        $324,407     $260,480      $292,416         $31,936      $34,565 
Video Production                 1993          1993         $20,683      $20,683       $25,715          $5,032           $0 

Agriculture                      1992          1994         $49,841      $10,474       $10,474              $0      ($6,108)
Audio                            1992          1994         $32,788       $7,383        $7,782            $399           $0 
Automotive                       1992          1994        $126,970      $11,657       $12,272            $615           $0 
Computers                        1992          1994        $198,376       $8,722        $8,549           ($172)    ($14,333)
Construction                     1992          1994         $54,843      $17,730       $17,730              $0      ($4,433)
Copiers                          1992          1994         $15,376       $1,775        $1,775              $0      ($1,079)
Environmental                    1992          1994         $31,995           $0            $0              $0           $0 
Fixture                          1992          1994         $20,674         $164        $1,064            $900      ($9,736)
Furniture                        1992          1994         $61,625       $5,370        $5,636            $266           $0 
Manufacturing & Production       1992          1994        $101,122      $13,969       $14,432            $463     ($21,582)
Material Handling                1992          1994      $2,734,334   $2,174,030    $2,212,133         $38,103           $0 
Medical                          1992          1994        $314,509      $34,726       $59,635         $24,909    ($113,150)
Office Equipment                 1992          1994          $2,540         $118          $118              $0           $0 
Photography                      1992          1994         $47,692       $6,973        $6,973              $0     ($16,375)
Printing                         1992          1994         $48,147      $36,679       $36,679              $0      $16,360 
Restaurant                       1992          1994        $474,258      $92,399       $94,557          $2,158     ($10,127)
Retail                           1992          1994          $8,087         $878          $274           ($604)     ($2,014)
Sanitation                       1992          1994        $103,149      $38,401       $39,685          $1,284        ($358)
Telecommunications               1992          1994         $66,815      $26,524       $27,991          $1,468      ($1,110)
Video Production                 1992          1994         $12,663       $1,074        $1,074              $0        ($663)
Agriculture                      1993          1994         $43,840      $19,762       $20,825          $1,063           $0 
Automotive                       1993          1994        $786,378     $155,107      $163,558          $8,450        ($634)
Computers                        1993          1994        $771,516     $130,886      $181,111         $50,226      ($3,077)
Construction                     1993          1994        $274,175      $30,496       $38,465          $7,969     ($55,502)
Copiers                          1993          1994         $82,454      $24,366       $26,172          $1,806           $0 
Environmental                    1993          1994         $49,112          $73           $93             $20           $0 
Fixture                          1993          1994         $77,419         $302          $303              $1           $0 
Furniture                        1993          1994        $280,317      $46,066       $50,280          $4,214           $0 
Material Handling                1993          1994        $192,609      $37,782       $45,441          $7,659     ($11,521)
Medical                          1993          1994         $77,005      $27,502       $29,111          $1,609           $0 
Manufacturing & Production       1993          1994        $173,000      $18,644       $22,629          $3,986      ($2,632)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Miscellaneous                    1993          1994         $10,796      $2,469        $2,469              $0           $0 
Office Equipment                 1993          1994         $43,986      $4,723        $5,910          $1,187        ($975)
Photography                      1993          1994          $4,929        $292          $293              $1           $0 
Printing                         1993          1994         $77,122      $8,529        $8,530              $1     ($10,269)
Restaurant                       1993          1994        $626,431    $287,444      $335,720         $48,276        ($340)
Retail                           1993          1994        $103,594      $3,848        $4,856          $1,008        ($412)
Telecommunications               1993          1994      $3,820,321    $919,560    $1,253,601        $334,040    ($102,561)
Transportation                   1993          1994        $287,586     $42,283       $51,224          $8,941           $0 
Computers                        1994          1994        $534,310     ($4,957)           $0          $4,957           $0 
Telecommunications               1994          1994          $1,787         $74           $95             $22           $0 

Audio                            1992          1995         $67,722      $9,191        $8,143         ($1,048)     ($8,721)
Automotive                       1992          1995        $245,537     $55,390       $30,876        ($24,514)    ($62,029)
Computers                        1992          1995        $670,255    $143,868       $69,402        ($74,466)   ($139,420)
Construction                     1992          1995         $91,856     $12,337       $11,839           ($498)    ($12,399)
Copiers                          1992          1995         $68,193     $17,372        $8,598         ($8,775)    ($14,211)
Fixtures                         1992          1995        $191,523     $41,188       $15,314        ($25,874)    ($49,304)
Furniture                        1992          1995        $321,142     $35,203       $22,974        ($12,230)    ($28,301)
Material Handling                1992          1995         $34,982     $10,003       $10,666            $662      ($1,678)
Medical                          1992          1995         $89,384      $3,814        $4,681            $867     ($11,772)
Manufacturing & Production       1992          1995        $315,323     $29,833       $26,162         ($3,671)    ($53,473)
Office Equipment                 1992          1995         $33,105     $17,344       $13,159         ($4,185)     ($4,487)
Photography                      1992          1995         $84,703     $13,769       $11,838         ($1,931)    ($17,573)
Printing                         1992          1995         $73,624     $14,780       $12,386         ($2,394)    ($19,388)
Restaurant                       1992          1995        $712,329     $90,616       $75,578        ($15,038)   ($124,260)
Retail                           1992          1995         $32,891     $10,703        $8,863         ($1,840)     ($2,270)
Sanitation                       1992          1995         $38,998        $767          $174           ($594)     ($5,619)
Telecommunications               1992          1995         $79,770     $15,518       $12,517         ($3,001)    ($14,459)
Video Production                 1992          1995         $49,130      $2,010        $3,312          $1,302      ($6,072)
Agriculture                      1993          1995         $30,211          $1            $0             ($1)          $0 
Automotive                       1993          1995      $4,282,836    $349,513      $264,887        ($84,626)   ($136,043)
Computers                        1993          1995      $2,229,596    $188,186      $300,197        $112,011    ($168,156)
Construction                     1993          1995        $156,808     $13,060       $13,838            $778      ($4,890)
Copiers                          1993          1995        $182,402     $34,023       $41,091          $7,068     ($10,107)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Environmental                    1993          1995         $72,193       $5,272       $10,169          $4,897      ($6,179)
Fixtures                         1993          1995         $46,183       $4,458       $11,658          $7,200           $0 
Furniture                        1993          1995        $188,312      $22,536       $30,392          $7,856      ($2,545)
Material Handling                1993          1995        $215,464      $49,495       $47,550         ($1,945)     ($8,613)
Medical                          1993          1995        $321,168      $95,551       $62,632        ($32,918)    ($11,098)
Manufacturing & Production       1993          1995        $214,562      $27,462       $18,400         ($9,062)    ($10,793)
Office Equipment                 1993          1995        $139,093       $6,376        $8,860          $2,485        ($240)
Printing                         1993          1995         $86,115       $4,822        $7,457          $2,635     ($13,293)
Restaurant                       1993          1995        $409,084      $48,198       $13,030        ($35,168)    ($34,988)
Retail                           1993          1995      $1,611,420   $1,042,917    $1,159,756        $116,839     $229,970 
Telecommunications               1993          1995      $4,286,056     $743,382      $725,892        ($17,490)   ($498,634)
Transportation                   1993          1995        $492,417     $107,360       $20,019        ($87,341)    ($41,603)
Video Production                 1993          1995         $44,694         $834        $2,186          $1,353         ($38)
Computers                        1994          1995         $87,124       $6,538        $6,681            $143     ($23,642)
Manufacturing & Production       1994          1995      $4,274,389   $3,282,651    $3,920,390        $637,739     $197,449 
Restaurant                       1994          1995        $328,731     $249,347      $279,689         $30,342     ($13,335)
Telecommunications               1994          1995        $216,656      $23,994      $131,743        $107,749     ($34,910)
Computers                        1995          1995         $36,958      $33,442       $33,448              $6           $0 
Copiers                          1995          1995          $7,609       $6,148        $6,493            $346           $0 
Medical                          1995          1995          $2,583       $1,128        $2,188          $1,059           $0 
Manufacturing & Production       1995          1995          $6,457       $2,849        $2,850              $1           $0 

Agriculture                      1992          1996         $31,460           $0            $0              $0        ($682)
Audio                            1992          1996         $92,826      ($2,059)       $3,806          $5,865       $3,870 
Automotive                       1992          1996        $287,713       $6,658       $17,197         $10,540      ($3,064)
Boats and Barges                 1992          1996     $11,212,811   $5,847,446    $6,484,930        $997,484   $1,494,529 
Computers                        1992          1996        $898,409      $25,742       $43,694         $17,952     ($13,007)
Construction                     1992          1996        $123,305      $14,286        $8,278         ($6,008)    ($16,199)
Copiers                          1992          1996         $68,955      ($1,779)       $1,015          $2,794      ($1,081)
Environmental                    1992          1996         $40,826       $3,783            $0         ($3,783)     ($4,085)
Fixtures                         1992          1996        $111,866       $6,089        $3,401         ($2,688)     ($6,541)
Furniture                        1992          1996        $146,474       $3,363        $5,462          $2,100      ($2,755)
Material Handling                1992          1996         $21,393       $8,813        $2,100         ($6,713)     ($2,452)
Medical                          1992          1996        $146,946      $11,947        $9,110         ($2,837)     ($6,459)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Manufacturing & Production       1992          1996        $667,197     $65,774       $45,284        ($20,490)    ($46,664)
Mining                           1992          1996        $578,501    $170,022      $185,000         $14,978      $60,364 
Office Equipment                 1992          1996         $16,072        $569          $689            $120        ($602)
Photography                      1992          1996        $141,810     $15,166        $6,252         ($8,914)    ($14,371)
Printing                         1992          1996        $145,378     $11,275       $15,431          $4,156       $6,849 
Restaurant                       1992          1996        $884,581     $44,176       $26,729        ($17,446)    ($44,464)
Retail                           1992          1996         $96,493      $3,602        $6,900          $3,298      ($1,170)
Sanitation                       1992          1996         $98,510      $3,375          $493         ($2,882)     ($2,914)
Telecommunications               1992          1996        $761,258     $59,641       $98,290         $38,650      $47,869 
Video Production                 1992          1996        $121,200      $6,149        $7,489          $1,339      ($3,760)
Agriculture                      1993          1996         $21,432          $0           $70             $70           $0 
Automotive                       1993          1996      $4,857,549    $272,271      $189,368        ($82,903)   ($162,026)
Computers                        1993          1996      $3,479,468    $395,869      $645,770        $249,901    ($677,445)
Construction                     1993          1996         $96,756      $7,966       $30,293         $22,327      $16,919 
Copiers                          1993          1996        $106,667      $7,311        $9,624          $2,313        ($303)
Environmental                    1993          1996        $247,777     $17,423        $5,377        ($12,046)    ($30,332)
Fixtures                         1993          1996        $105,895          $0        $1,315          $1,315           $0 
Furniture                        1993          1996        $279,345     $35,048       $49,121         $14,073     ($29,464)
Material Handling                1993          1996        $101,226      $2,241        $3,333          $1,092        ($104)
Medical                          1993          1996        $540,339      $7,760       $17,215          $9,455       $1,594 
Manufacturing & Production       1993          1996        $726,873     $36,559       $63,956         $27,397     ($15,009)
Miscellaneous                    1993          1996        $109,700         ($5)       $3,135          $3,141           $0 
Office Equipment                 1993          1996        $325,028      $3,026       $12,953          $9,927     ($53,619)
Printing                         1993          1996        $185,965     $10,656       $20,955         $10,299      ($4,786)
Restaurant                       1993          1996        $280,383      $6,137       $12,560          $6,424        ($704)
Retail                           1993          1996        $440,090     $71,872       $57,200        ($14,672)    ($36,991)
Sanitation                       1993          1996         $18,319      $3,870       $14,042         $10,172       $7,122 
Telecommunications               1993          1996      $3,379,187    $417,507      $467,241         $49,735    ($193,057)
Transportation                   1993          1996         $87,016      $8,588       $27,917         $19,330      $14,920 
Video Production                 1993          1996        $113,063      $9,869          $472         ($9,397)    ($31,337)
Computers                        1994          1996        $145,099     $18,104       $33,695         $15,591     ($51,596)
Fixtures                         1994          1996          $5,701       ($248)          $15            $263           $0 
Furniture                        1994          1996         $43,911      $5,660            $0         ($5,660)    ($13,787)
Material Handling                1994          1996         $40,874      $4,719        $8,180          $3,462     $265,046 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Medical                          1994          1996        $600,290     $58,047       $64,059          $6,012    ($285,307)
Manufacturing & Production       1994          1996        $119,549     $31,979       $25,267         ($6,712)    ($42,424)
Printing                         1994          1996         $39,622      $6,853        $4,000         ($2,853)    ($15,129)
Restaurant                       1994          1996         $27,415     $14,772            $0        ($14,772)    ($16,490)
Telecommunications               1994          1996         $15,173         ($6)         $302            $308           $0 
Computers                        1995          1996        $173,672     $29,108       $20,133         ($8,975)     ($7,703)
Copiers                          1995          1996          $5,041          $0          $378            $378           $0 
Fixtures                         1995          1996         $44,435      $9,918        $7,530         ($2,389)     ($2,388)
Furniture                        1995          1996         $11,279          $0            $0              $0      ($9,023)
Material Handling                1995          1996          $3,725        $125          $420            $295           $0 
Medical                          1995          1996        $104,042     $82,701       $37,325        ($45,376)    ($45,738)
Manufacturing & Production       1995          1996        $213,504    $115,772       $77,296        ($38,476)    ($36,655)
Printing                         1995          1996          $6,610      $2,807        $2,967            $160           $0 
Restaurant                       1995          1996         $69,892     $66,077       $36,359        ($29,718)    ($29,718)
Retail                           1995          1996        $623,532    $524,555      $584,336         $59,781           $0 
Telecommunications               1995          1996         $57,101      $3,218        $1,541         ($1,677)     ($1,867)
Video Production                 1995          1996         $25,738     $12,618       $13,408            $790           $0 
Computers                        1996          1996         $24,535      $7,962            $0         ($7,962)     ($7,962)
Manufacturing & Production       1996          1996         $52,320     $52,930            $0         $52,930           $0 
Restaurant                       1996          1996          $7,247        $114        $1,500          $1,386      ($1,312)

Automotive                       1992          1997         $35,277          $0       $10,419         $10,419      $13,003 
Computers                        1992          1997         $74,483          $0        $9,165          $9,165      $13,519 
Construction                     1992          1997         $22,030      $4,101        $2,891           ($109)      $1,200 
Environmntal                     1992          1997         $12,565      $2,224        $2,225              $0       $1,893 
Fixture                          1992          1997         $28,886          $0            $0              $0       $2,401 
Furniture                        1992          1997         $31,271      $1,531        $1,109           ($422)      $2,063 
Manufacturing & Production       1992          1997          $6,943        $819        $1,311              $0       $1,072 
Material Handling                1992          1997      $4,110,891    $925,806    $1,116,242              $0     $858,263 
Mining                           1992          1997        $217,414     $71,977       $20,000              $0      $20,000 
Photography                      1992          1997         $31,894      $4,950        $3,622              $0       $2,338 
Printing                         1992          1997        $168,741     $18,014       $12,537         ($1,610)     $11,395 
Restaurant                       1992          1997         $26,616          $0            $0              $0       $2,847 
Sanitation                       1992          1997          $9,361          $0            $0              $0       $2,119 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Telecommunications               1992          1997        $412,360      $39,967       $49,682         $12,232      $52,607 
Agriculture                      1993          1997         $40,194           $0            $0              $0           $0 
Automotive                       1993          1997        $888,312      $47,663       $24,773        ($22,890)          $0 
Computers                        1993          1997        $734,252      $93,839       $90,756         ($3,083)      $3,687 
Construction                     1993          1997         $63,042       $9,790       $10,459            $670           $0 
Copiers                          1993          1997         $63,037           $0            $0              $0           $0 
Environmntal                     1993          1997         $32,236       $4,298        $4,796            $497           $0 
Fixtures                         1993          1997      $9,044,378   $1,170,547    $1,443,061        $504,440     $743,528 
Furniture                        1993          1997        $315,502      $66,485       $67,421            $936           $0 
Install Chgs                     1993          1997          $1,837           $0            $0              $0           $0 
Manufacturing & Production       1993          1997        $536,057      $69,376       $86,814         $17,438      ($4,079)
Miscellaneous                    1993          1997         $11,404           $0          $262            $262           $0 
Material Handling                1993          1997        $208,966       $8,685        $6,409         ($2,276)          $0 
Medical                          1993          1997        $980,345      $14,745        $9,015         ($5,730)     ($4,502)
Office Equipment                 1993          1997        $293,902      $39,096       $48,162          $9,066     ($10,334)
Photography                      1993          1997        $106,420      $25,078       $25,359            $281           $0 
Printing                         1993          1997         $69,600       $1,744        $2,253            $508           $0 
Restaurant                       1993          1997      $1,033,639     $178,664      $193,503         $14,838     ($13,767)
Retail                           1993          1997        $801,808      $81,489      $108,377         $26,888     ($56,651)
Sanitation                       1993          1997         $38,711      $10,814        $1,093         ($9,721)          $0 
Telecommunications               1993          1997      $2,215,528     $167,220      $191,182         $38,463      $73,235 
Transportation                   1993          1997        $155,270      $27,237       $31,561          $4,324       $2,810 
Video Production                 1993          1997         $30,290           $0            $0              $0           $0 
Agriculture                      1994          1997         $16,669       $2,080        $1,356           ($724)          $0 
Automotive                       1994          1997         $17,497       $2,193        $4,453          $2,260      ($2,429)
Computers                        1994          1997        $246,517      $23,978       $19,260           ($201)    ($50,581)
Furniture                        1994          1997         $77,796       $8,383       $13,210          $4,827     ($18,169)
Manufacturing & Production       1994          1997        $770,651     $221,135      $156,719         ($4,256)   ($168,342)
Medical                          1994          1997         $97,293      $13,074       $17,107          $4,033     ($15,151)
Printing                         1994          1997         $33,526           $0            $0              $0           $0 
Restaurant                       1994          1997         $17,087         $346        $2,314          $1,968      ($4,605)
Telecommunications               1994          1997         $17,862         $228            $0           ($228)          $0 
Video Production                 1994          1997         $43,569           $0           $70             $70           $0 
Audio                            1995          1997         $24,180           $0            $0              $0           $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Computers                        1995          1997        $370,580      $19,725       $21,722          $1,997           $0 
Copiers                          1995          1997         $10,564       $1,482            $0         ($1,482)          $0 
Fixture                          1995          1997         $18,012           $0          $518            $518           $0 
Furniture                        1995          1997         $25,418       $7,293        $8,354          $1,061           $0 
Manufacturing & Production       1995          1997        $399,479      $78,533       $35,135        ($43,397)    ($10,332)
Medical                          1995          1997        $131,557      $30,567       $30,135          $1,728           $0 
Office Equipment                 1995          1997         $12,041           $0            $1              $1           $0 
Printing                         1995          1997         $10,883           $0          $523            $523           $0 
Restaurant                       1995          1997         $41,979       $6,944        $7,090            $145           $0 
Telecommunications               1995          1997         $32,044         $644        $2,025          $1,382           $0 
Transport                        1995          1997          $9,915           $0            $0              $0           $0 
Video Production                 1995          1997          $5,116       $1,434        $1,619            $185           $0 
Aircraft                         1996          1997      $5,690,161   $5,231,289    $5,305,164         $73,875           $0 
Computers                        1996          1997         $69,115      $64,613       $28,495        ($36,118)          $0 
Manufacturing & Production       1996          1997        $112,286   $2,317,341    $2,316,413           ($929)          $0 
Printing                         1996          1997         $30,867      $24,284            $0        ($24,284)          $0 
Restaurant                       1996          1997         $21,703      $19,339            $0        ($16,339)          $0 
Retail                           1996          1997         $28,814      $24,695            $0        ($24,695)          $0 
Telecommunications               1996          1997        $646,908     $204,268       $81,062       ($123,206)   ($261,441)
Video Production                 1996          1997         $53,503      $41,768       $45,625          $3,857           $0 
Computers                        1997          1997         $42,221      $41,673            $0        ($37,673)          $0 
Manufacturing & Production       1997          1997         $56,217      $54,750       $89,370         $34,620           $0 

Medical                          1992          1998         $28,945           $0       $13,065         $13,065           (4)
Office Equipment                 1992          1998          $3,486           $0        $3,151          $3,151           (4)
Photography                      1992          1998         $11,376       $1,738            $0         ($1,738)          (4)
Automotive                       1993          1998         $43,374           $0        $5,826          $5,826           (4)
Computers                        1993          1998      $1,644,491     $273,716      $392,988        $119,271           (4)
Manufacturing & Production       1993          1998         $19,974           $0            $0              $0           (4)
Materials                        1993          1998         $32,128       $4,221            $0         ($4,221)          (4)
Restaurant                       1993          1998        $115,199         $660          $106           ($554)          (4)
Retail                           1993          1998         $16,046         $774          $855             $81           (4)
Sanitation                       1993          1998         $48,315           $0            $0              $0           (4)
Telecommunications               1993          1998        $101,076      $21,633       $34,819         $13,186           (4)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Computers                        1994          1998         $22,525         $51          $300            $249           (4)
Furniture                        1994          1998        $114,022     $31,477       $38,909          $7,432           (4)
Manufacturing & Production       1994          1998         $19,962        $485          $485             ($0)          (4)
Computers                        1995          1998         $91,349          $0        $2,178          $2,178           (4)
Manufacturing & Production       1995          1998         $82,681          $0        $3,163          $3,163           (4)
Medical                          1995          1998         $32,578          $0            $0              $0           (4)
Restaurant                       1995          1998         $23,799          $0            $0              $0           (4)
Retail                           1995          1998         $34,492          $0           $58             $58           (4)
Telecommunications               1995          1998         $26,346          $0          $354            $354           (4)
Transport                        1995          1998         $36,258          $0            $0              $0           (4)
Audio                            1996          1998         $26,373      $1,409        $1,409              $0           (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the 
three months ended March 31, 1998. Each of the Programs' records are maintained 
in accordance with Generally Accepted Accounting Principles ("GAAP").           

                                                        [Enlarge/Download Table]

                                                          Total                                                Federal   
           Type of            Year of      Year of     Acquisition    Net Book       Net           GAAP        Taxable   
          Equipment         Acquisition  Disposition    Cost (1)      Value (2)   Proceeds (3)  Gain (Loss)   Gain (Loss)
          ---------         -----------  -----------    --------      ---------   ------------  -----------   -----------
                                                                                                                         
Restaurant                     1994          1995        $326,412      $274,229     $292,998         $18,770     ($8,364)
Computers                      1995          1995         $40,355       $36,171       $4,310       ($31,861)           $0
Manufacturing & Production     1995          1995        $107,995       $70,846      $13,253       ($57,593)     ($6,821)
Printing                       1995          1995      $1,820,770    $1,218,354     $847,650      ($370,703)   ($189,624)

Computers                      1994          1996         $18,446        $5,353       $3,560        ($1,793)    ($10,985)
Manufacturing & Production     1994          1996         $17,177        $8,953       $9,433            $480           $0
Telecommunications             1994          1996         $24,655       $18,456      $20,460          $2,004           $0
Computers                      1995          1996      $1,347,917      $329,160     $125,734      ($203,426)   ($541,146)
Construction                   1995          1996     $22,064,270   $16,995,923  $16,995,923              $0   ($623,361)
Medical                        1995          1996        $103,056       $44,801      $50,884          $6,083           $0
Manufacturing & Production     1995          1996      $1,409,938      $812,883     $444,921      ($367,962)   ($374,116)
Printing                       1995          1996      $5,442,336    $2,288,789   $1,412,324      ($876,465)   ($414,037)
Restaurant                     1995          1996        $268,961      $253,439     $269,638         $16,199           $0
Telecommunications             1995          1996      $1,650,391    $1,200,958   $1,315,148        $114,190           $0

Automotive                     1994          1997         $27,829       $14,749           $0       ($14,749)           $0
Computers                      1994          1997        $180,776       $66,976      $75,905          $8,929    ($13,291)
Construction                   1994          1997         $32,848       $17,140           $0       ($17,140)           $0
Fixture                        1994          1997         $45,846        $1,789       $2,750            $961    ($15,349)
Restaurant                     1994          1997         $94,554       $47,563      $52,007          $4,444           $0
Retail                         1994          1997         $26,897            $0       $1,936          $1,936     ($8,598)
Computers                      1995          1997      $3,262,279      $489,867     $501,756      ($140,124)     $185,069
Fixture                        1995          1997         $29,651       $18,427           $0       ($18,427)           $0
Manufacturing & Production     1995          1997      $1,890,353      $255,830     $887,316         $28,163     $191,708
Medical                        1995          1997         $88,067        $1,722       $2,461            $739           $0
Office Equipment               1995          1997         $27,724            $0           $0              $0           $0
Printing                       1995          1997      $4,015,970      $898,332     $821,964       ($50,660)    ($50,886)
Restaurant                     1995          1997         $39,793       $28,957           $0       ($28,957)           $0
Telecommunications             1995          1997         $19,948        $2,353       $2,428             $75           $0
Transport                      1995          1997         $12,332          $541         $544              $2           $0
Furniture                      1996          1997         $52,450       $51,399       $3,919       ($27,979)           $0
Manufacturing & Production     1996          1997        $640,182       $81,744     $128,607       ($27,601)   ($216,682)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the 
three months ended March 31, 1998. Each of the Programs' records are maintained 
in accordance with Generally Accepted Accounting Principles ("GAAP").           

                                                        [Enlarge/Download Table]

                                                  Total                                             Federal   
           Type of     Year of      Year of    Acquisition  Net Book      Net           GAAP        Taxable   
          Equipment  Acquisition  Disposition   Cost (1)    Value (2)  Proceeds (3)  Gain (Loss)   Gain (Loss)
          ---------  -----------  -----------   --------    ---------  ------------  -----------   -----------
                                                                                                              
Printing                1996          1997       $349,511    $243,488    $223,338       ($20,150)          $0 
Restaurant              1996          1997        $30,415          $0         $99             $99          $0 
Telecommunications      1996          1997       $216,401    $118,544      $3,044          $3,044    ($7,459) 

VIDEO PROD              1994          1998        $14,310        $100        $112           ($12)         (4) 
COMPUTES                1995          1998     $2,219,673    $187,957    $364,521      ($176,564)         (4) 
FURNITURE               1995          1998        $57,282          $0      $1,415        ($1,415)         (4) 
M & P                   1995          1998       $181,790      $1,079     $64,199       ($63,120)         (4) 
MEDICAL                 1995          1998        $40,799          $0      $1,154        ($1,154)         (4) 
PRINTING                1995          1998       $413,451     $12,413     $10,382          $2,030         (4) 
RESTAURANT              1995          1998        $10,838          $0          $4            ($4)         (4) 
TELECOMM                1995          1998         $7,707        $542      $1,250          ($708)         (4) 
COMPUTERS               1996          1998        $26,138          $0         $13           ($13)         (4) 
M & P                   1996          1998        $11,497          $0          $6            ($6)         (4) 
PRINTING                1996          1998        $39,424          $0        $562          ($562)         (4) 

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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Exhibit C 
 Acquisition of Equipment - Current Public Program
 (unaudited)

The following table sets forth the aggregate equipment acquisition, leasing and 
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,     
1998:                                                                           

                                                        [Enlarge/Download Table]


    Original Lessee                                                            Date       Total        Cash        Acquisition 
   or Equipment User           Location                  Equipment           Purchased Financing (1) Expended (2)    Cost (3)  
--------------------------  ----------------     --------------------------  --------- ------------- ------------ -------------
                                                                                                                               

AAR                         Chicago, IL          Aircraft                     Nov-97     1,832,359    1,942,300     3,774,659  
AJK Associates              Islandia, NY         Manufacturing & Production   Oct-96            $0      $56,361       $56,361  
Alexander & Alexander       Owings Mills, MD     Computers                    Jan-96     2,805,739      366,163     3,171,902  
All Car Distributors        Antigo, WI           Automotive                   May-96             0      129,745       129,745  
All Car Distributors        Antigo, WI           Automotive                   Aug-96             0      147,658       147,658  
All Car Distributors Inc.   Antigo, WI           Automotive                   Mar-96             0      101,445       101,445  
Alpha 1 Products Inc,       Hauppauge, NY        Computers                    Oct-96             0       36,546        36,546  
America Online , Inc.       Dulles, VA           Computers                    Jun-97    11,770,673      714,189    12,484,862  
America Online, Inc.        Dulles, VA           Computers                    Feb-97     5,574,241      801,620     6,375,861  
Ans Communications, Inc.    Purchase, NY         Manufacturing & Production   Dec-97     2,141,857      193,993     2,335,849  
Ans Communications, Inc.    Purchase, NY         Manufacturing & Production   Dec-97     2,386,664      217,433     2,604,096  
Ans Communications, Inc.    Purchase, NY         Manufacturing & Production   Dec-97     2,457,862      223,919     2,681,781  
Ans Communications, Inc.    Purchase, NY         Manufacturing & Production   Dec-97     2,681,039      244,251     2,925,291  
Ans Communications, Inc.    Purchase, NY         Computers                    Oct-97     3,186,815      301,047     3,487,862  
Ans Communications, Inc.    Purchase, NY         Manufacturing & Production   Dec-97     3,641,398      329,809     3,971,208  
Ans Communications, Inc.    Purchase, NY         Computers                    Oct-97     3,687,562      348,351     4,035,913  
Ans Communications, Inc.    Purchase, NY         Computers                    Oct-97     3,798,716      358,851     4,157,568  
Arcade Printing Services    North Highlands, CA  Printing                     Nov-96             0       27,652        27,652  
Arcade Textiles, Inc.       Rock Hill, SC        Manufacturing & Production   Aug-96             0      116,364       116,364  
Audio By The Bay            Garden Grove, CA     Audio                        Aug-96             0       59,925        59,925  
Automotive Sevice & Parts   Wilmington, OH       Automotive                   Sep-96             0       33,062        33,062  
AZ 3, Inc.                  Vernon, CA           Mnfctrg & Prdtn              Feb-98             0      539,349       539,349  
Bio-Medical Devices, Inc.   Irvine, CA           Manufacturing & Production   May-96             0       40,310        40,310  
Blount Inc.                 Montgomery, AL       Computers                    Jan-96       471,271       37,083       508,354  
Boca Tecca Cleaners         Boca Raton, FL       Manufacturing & Production   Sep-96             0       53,029        53,029  
C & C Finishing             No. Babylon, NY      Manufacturing & Production   Sep-96             0       25,792        25,792  
C.J. Menendez Co.           Miami, FL            Construction                 May-96             0       50,702        50,702  
C.M. Repographics, Inc.     Las Vegas, NV        Reprographics                Jul-96             0       44,804        44,804  
C.P. Shades Inc.            Sausalito, CA        Manufacturing & Production   Mar-96             0      247,608       247,608  
Carlos Remolina, Md         Roselle, NJ          Medical                      Dec-96             0       55,028        55,028  
Carnival Cruise Lines       Miami, FL            Computers                    Jun-96       877,527       77,826       955,353  
CCI Diversified, Inc.       Newport Beach, CA    Computers                    Jul-96             0       57,766        57,766  
CID Hosiery Mills, Inc.     Lexington, NC        Manufacturing & Production   Oct-96             0       47,658        47,658  
CIS Corp.                   Norcross, GA         Telecommunications           Mar-97             0      364,823       364,823  
CIS Corp.                   Jersey City, NJ      Telecommunications           Nov-96     3,870,877    1,319,304     5,190,181  
Cleaners Plus               Boca Raton, FL       Manufacturing & Production   Oct-96             0       63,937        63,937  
Comm. Task Group,Inc.       Buffalo, NY          Telecommunications           Oct-96             0       51,470        51,470  
Comshare Inc.               Ann Arbor, MI        Computers                    Sep-96             0      426,019       426,019  
Continental Airlines        Houston, TX          Aircraft                     Dec-96     9,309,759    2,462,884    11,772,643  
Continental Airlines        Houston, TX          Aircraft                     Jul-97    13,102,299    1,667,694    14,769,993  
Creative Financial Svcs     Fayetteville, NC     Computers                    Jul-96             0       37,193        37,193  
CT Plastics & Fabrications  Simsbury, CT         Manufacturing & Production   Oct-96             0       39,769        39,769  

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Exhibit C 
 Acquisition of Equipment - Current Public Program
 (unaudited)

The following table sets forth the aggregate equipment acquisition, leasing and 
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,     
1998:                                                                           

                                                        [Enlarge/Download Table]


    Original Lessee                                                           Date       Total        Cash        Acquisition 
   or Equipment User           Location                 Equipment           Purchased Financing (1) Expended (2)    Cost (3)  
--------------------------  ----------------    --------------------------  --------- ------------- ------------ -------------
                                                                                                                              

Dads Farms                  Henderson, NE       Agriculture                  Oct-96             0       50,835        50,835  
DCR Communications Inc.     Washington, DC      Furniture                    Feb-96             0      123,781       123,781  
Digio,  Inc.                Woodland Hills, CA  Computers                    Sep-96             0       45,176        45,176  
Dryclean USA Dba Osmar,Inc  Miami, FL           Manufacturing & Production   Nov-96             0       61,964        61,964  
Environmental Resources     Epping, NH          Material Handling            Dec-96             0       55,854        55,854  
Federal Express Corp.       Memphis, TN         Aircraft                     Aug-96    34,973,585    7,229,208    42,202,793  
First Consumer Funding      Kenilworth, NJ      Computers                    Oct-96             0       43,207        43,207  
G & G Amusement             Commerce, CA        Computers                    Sep-96             0       27,375        27,375  
Golden Blasting, Inc.       Windham, NH         Manufacturing & Production   Oct-96             0       58,333        58,333  
Golden City Chinese         Margate, FL         Restaurant                   Dec-96             0       42,104        42,104  
Golden Pharmaceutical       Golden, CO          Computers                    Apr-96             0       56,357        56,357  
Haemonetics Corp.           Braintree, MA       Telecommunications           Nov-96             0       36,529        36,529  
Hollywood Recording Srvcs   Hollywood, CA       Audio                        Nov-96             0       45,631        45,631  
Horizon Financial Corp      Fairfield, NJ       Computers                    Oct-96             0       54,008        54,008  
ICT Group, Inc.             Langhorne, PA       Furniture                    Aug-96       211,809       61,034       272,843  
Infinity Studios, Inc.      Brooklyn, NY        Audio                        Jul-96             0       53,561        53,561  
Intersolv Inc.              Rockville, MD       Computers                    Jan-96       576,678       47,155       623,834  
J.C. Penney, Inc.           Plano, TX           Office Equipment             Jun-96     2,199,583      406,402     2,605,985  
Kent-Transamericas          Brooklyn, NY        Computers                    Aug-96             0       34,946        34,946  
Kim Hannaford, Dds          Los Alamitos, CA    Medical                      Apr-96             0       38,775        38,775  
Knoxville Men's Medical     Knoxville, TN       Medical                      Oct-96             0       42,156        42,156  
La Dolce Vita Of Mt Ver.    Mount Vernon, NY    Restaurant                   Oct-96             0       26,952        26,952  
LAN Chile                   Chicago, IL         Aircraft                     Mar-98    11,752,300    1,802,500    13,554,800  
Leomar Miami, Inc.          Miami, FL           Retail                       Jul-96             0       43,506        43,506  
Lindy Bixby Dds             Capitola, CA        Medical                      Oct-96             0       27,794        27,794  
Long Beach Acceptance       Oradell, NJ         Computers                    Sep-96             0      721,382       721,382  
LVL, Inc.                   Minneapolis, MN     Computers                    Jul-96             0       49,526        49,526  
Market Service, Inc.        Great Neck, NY      Telecommunications           Sep-96             0       48,898        48,898  
Mazda Motors of America,                                                                                                      
  Inc.                      Irvine, CA          Computers                    Mar-97     5,874,729      977,449     6,852,178  
Michael Stephenson          Evanston, IL        Photography                  Aug-96             0       35,648        35,648  
Miracle Mortgage            Orem, UT            Computers                    Jul-96             0       98,589        98,589  
MNP Enterprises             Miami Lakes, FL     Retail                       Sep-96             0       27,556        27,556  
Modern Planning LI, Inc.    Brooklyn, NY        Computers                    Dec-96             0       57,324        57,324  
Nashville Men's Medical     Nashville, TN       Medical                      Oct-96             0       42,161        42,161  
New Horizons Computer       Fairborn, OH        Computers                    Sep-96             0       53,974        53,974  
Newport Shores Financial    Mission Viego, CA   Furniture                    Jul-96             0       55,093        55,093  
Occidental                  Los Angeles, CA     Vessels                      Mar-97     5,853,364    3,708,501     9,561,865  
OEO, Inc.                   Springfield, VA     Telecommunications           Mar-97       160,103      215,453       375,556  
Pacific Bagel Partners      Rancho Saint                                                                                      
                              Margarita, CA     Restaurant                   Sep-96             0      609,000       609,000  
Pat's Bug Shop              Donalds, SC         Automotive                   Oct-96             0       53,596        53,596  
Peppino's Inc. &                                                                                                              
 Peppino's Inc.             Irvine, CA          Restaurant                   Aug-96             0       31,171        31,171  
Petsmart, Inc.              Pheonix, AZ         Fixtures                     Dec-97             0    2,658,049     2,658,049  

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Exhibit C 
 Acquisition of Equipment - Current Public Program
 (unaudited)

The following table sets forth the aggregate equipment acquisition, leasing and 
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,     
1998:                                                                           

                                                        [Enlarge/Download Table]


    Original Lessee                                                               Date       Total        Cash        Acquisition 
   or Equipment User            Location                    Equipment           Purchased Financing (1) Expended (2)    Cost (3)  
--------------------------   ----------------       --------------------------  --------- ------------- ------------ -------------
                                                                                                                                  

Photocircuits                Glen Cove, NY          Computers                    Aug-96             0    1,995,051     1,995,051  
Pollinaise Intimate Apparel  Boyertown, PA          Computers                    Aug-96             0       48,000        48,000  
Progressive Technology       Miami, FL              Manufacturing & Production   Sep-96             0       32,397        32,397  
Progrssve Extrsn Die Corp    Anahiem, CA            Manufacturing & Production   Dec-96             0       46,832        46,832  
Quality Baking, LLC          Maplewood, MO          Furniture                    Jul-96             0      283,250       283,250  
Quality Baking, LLC          Maplewood, MO          Furniture                    Sep-96             0      315,404       315,404  
R.B. Apparel Co., Inc.       Hialeah, FL            Manufacturing & Production   Sep-96             0       46,114        46,114  
Rainbow Abstracts Group      Glandale, CA           Video                        Oct-96             0       56,347        56,347  
Ral III Trading Inc.         Biloxi, MS             Manufacturing & Production   Oct-96             0       51,077        51,077  
Rehab Excel, Inc.            Lafayettle, CO         Computers                    Dec-96             0       34,545        34,545  
Roger Doss Catering, Inc.    Lyndhurst, NJ          Restaurant                   Dec-96             0       29,222        29,222  
Rowan Companies              Memphis, TN            Oil Rig                      Aug-96    12,325,000      369,750    12,694,750  
Seacor Smit, Inc.            Houston, TX            Vessel                       Sep-97    12,825,000    4,788,000    17,613,000  
Seacor Smit, Inc. #2         Houston, TX            Vessel                       Jan-98    14,232,634    4,822,366    19,055,000  
Seacor Smit, Inc. #3         Houston, TX            Vessel                       Mar-98    11,742,000    2,935,500    14,677,500  
Siamac A. Najah              Redondo Beach, CA      Video                        Jul-96             0       51,970        51,970  
Sportscare Specialists       Troy, MI               Medical                      Sep-96             0       29,411        29,411  
Steamtech Environmental      Bakersfield, CA        Enviromental                 Sep-96             0       55,557        55,557  
Stratford Studios            Phoenix, AZ            Printing                     Sep-96             0       42,525        42,525  
Sturgeon & Sturgeon,DDS      West Hills, CA         Medical                      Nov-96             0       61,736        61,736  
Sunfire Prod. Dba Sequoia    Aspen, CO              Video                        Oct-96             0       46,760        46,760  
Third Coast Productions      Ft. Worth, TX          Video                        Aug-96             0       52,682        52,682  
Threespace Imagery           Reseda, CA             Computers                    Oct-96             0       53,169        53,169  
Tierce, Inc.                 Fort Worth, TX         Medical                      Jun-96             0       33,310        33,310  
Title Escrow Inc.            Nashville, TN          Computers                    Oct-96             0       51,946        51,946  
Tucson Bagel Company, LLC    Brainerd, MN           Restaurant Equipment         Mar-96             0      261,319       261,319  
Tucson Bagel Company, LLC    Brainerd, MN           Restaurant                   Sep-96             0      298,886       298,886  
Uinta Brewing Company        Salt Lake City, UT     Manufacturing & Production   May-96             0      183,600       183,600  
United Consumers Club        Elmsford, NY           Telecommunications           Oct-96             0       48,670        48,670  
United Consumers Club        Fishkill, NY           Telecommunications           Dec-96             0       48,670        48,670  
Visual Impulse Co.           Quincy, FL             Computers                    Dec-96             0       40,635        40,635  
Wal-Mart Stores,Inc.         Bentonville, AR        Material Handling            Oct-96     1,751,640    2,939,819     4,691,459  
Waterwrks Restaurant         Winooski, VT           Retail                       May-96             0       33,323        33,323  
Westover Investment Corp     Richmond, VA           Computers                    Dec-96             0       26,625        26,625  
WH Smith Limited             London, England        Retail                       Mar-97    20,049,773    1,495,109    21,544,881  
                             Total Equipment transactions less than $25,000                         0    1,284,306     1,284,306  

                                                                                        ------------- ------------ -------------  
                                                                                         $208,124,855  $57,413,121  $265,537,977  
                                                                                        ============= ============ =============  

(1) This is the financing at the date of acquisition.                           
(2) Cash expended is equal to cash paid plus amounts payable on equipment       
purchases at March 31, 1998                                             
(3) Total acquisition cost is equal to the contractual purchase price plus      
acquisition fee.                                                        

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 Exhibit C
 Acquisition of Equipment - Current Public Program
 (unaudited)

 SUPPLEMENTAL SCHEDULE

The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Seven at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.                              

                                                        [Enlarge/Download Table]

                                           Equipment             Equipment              Total        
        Equipment Category                  Leases              Financings            Portfolio      
------------------------------------  --------------------  --------------------  -------------------
                                                                                                     

Aircraft                                     $ 69,264,054                    $0         $ 69,264,054 
Vessels                                        59,133,364                     0           59,133,364 
Computer Systems                               41,875,388                     0           41,875,388 
Retail Systems                                 20,917,360                32,353           20,949,713 
Manufacturing & Production                     14,619,004                51,484           14,670,488 
Telecommunications                              5,708,811                47,252            5,756,063 
Material Handling                               4,554,815                     0            4,554,815 
Office Furniture&Fixtures                       2,580,631               581,217            3,161,848 
Office Equipment                                2,764,522                     0            2,764,522 
Miscellaneous                                           0                65,754               65,754 
                                      --------------------  --------------------  -------------------

                                            $ 221,417,949             $ 778,060        $ 222,196,009 
                                      ====================  ====================  ===================

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    ICON Cash Flow Partners L.P. Seven
    A Delaware Limited Partnership
    $1,200,000

     12,000 Units Minimum Offering
     $100.00 Per Unit/Minimum Investment 25 Units ($2,500)
    (10 Units ($1,000) for IRAs and Qualified Plans)

ICON Cash Flow  Partners  L.P.  Seven (the  "Partnership")  is an       
equipment                                                                       
leasing  limited  partnership.   This  prospectus  describes  an  investment    
by                                                                              
investors ("Limited Partners") in limited partnership securities (or "Units")   
of                                                                              
the  Partnership.  The  Partnership  may  sell  as few as  12,000  or as many   
as                                                                              
1,000,000 of Units.                                                             

An investment in Units of the Partnership  involves certain risks (see  
"RISK                                                                           
FACTORS" at Page 16), including:                                                

* Limited Partners must rely on the skills, integrity and business      
expertise                                                                       
of the General Partner.                                             
 * Certain  of the  Prior  Public  Programs  experienced  losses in excess
of                                                                              
reserves therefor in 1991-92, due primarily to lessee bankruptcies, 
which                                                                           
 losses may effect,  possibly  materially,  the  financial  results of
such                                                                            
earlier programs.                                                   
 * The  ownership  and leasing of equipment and provision of financing may
be                                                                              
adversely  affected by various  economic and business  factors,     
including                                                                       
lessee bankruptcies, which are beyond the control of the General    
Partner.                                                                        
* As of the  date  of  this  Prospectus,  the  Partnership  did  not own
any                                                                             
Investments.  As a result,  the  profitability  of an  investment in
Units                                                                           
  cannot be estimated.  All Investment  decisions will be made solely by
the                                                                             
General Partner.                                                    
* The General Partner and its affiliates will receive substantial fees, 
only                                                                            
 a portion of which is contingent on amounts paid to Limited Partners.
* The cash, if any, which the  Partnership  receives from future sale of
its                                                                             
Equipment will be reduced by obsolescence.                          
 * No public market for Units exists.  As a result,  Limited  Partners may
be                                                                              
able to resell  their  Units,  if at all,  only at a discount  and  
should,                                                                         
  therefore,  be  prepared  to hold their  Units for the entire  life of
the                                                                             
Partnership.                                                        
* A  substantial  portion  of the  distributions  made to date by the   
Prior                                                                           
Public Programs have been, and a substantial  portion of the        
distributions                                                                   
to be made by the  Partnership  is  expected  to be, a return  of   
capital                                                                         
(i.e., the money you originally invested).                          
* Each Limited  Partner's  share of taxable income in the early years of
the                                                                             
Partnership is likely to exceed, and in the later years of the      
Partnership                                                                     
to be less than, investment income (as reported to investors for    
financial                                                                       
reporting purposes).                                                
* The General  Partner manages similar  existing  partnerships  and this
may                                                                             
  give rise to potential  conflicts  of  interest,  including a conflict
for                                                                             
management services and available investments.                      
* All  subscription  payments  will be  held in  escrow  until  the     
Minimum                                                                         
Offering  (or,  for  Pennsylvania  subscribers,  until  5% of the   
Maximum                                                                         
 Offering) is sold. During such period (which may not exceed 12 months
from                                                                            
the date  hereof)(1),  each  investor  will be  unable  to use such 
funds                                                                           
 (although  interest  will  accrue  thereon  during,  and be  paid  to
such                                                                            
subscribers at the end of, such period).                            
* A significant portion, not exceeding 50%, of the Partnership's        
Investments                                                                     
may consist of Financing Transactions.                              

The Partnership  intends to use the funds invested by the Limited       
Partners,                                                                       
together with Partnership borrowings, to buy and lease a wide range of          
equipment                                                                       
primarily to businesses  located in the United States which the General         
Partner                                                                         
determines are  Creditworthy  and that are  diversified as to industry types    
and                                                                             
geographic  location.  The Partnership will also provide financing  primarily   
to                                                                              
such companies  secured by equipment used in their  businesses and additional   
or                                                                              
other  collateral  owned by them.  ICON Capital Corp.  (the  "General           
Partner")                                                                       
estimates  that not less than  74.0% of the gross  amount of funds  invested    
by                                                                              
Limited  Partners  (the  "Gross  Offering   Proceeds")  will  be  used  to      
make                                                                            
investments  in such  equipment and  financings  (assuming the maximum          
possible                                                                        
leverage of 80%).  1.0% of Gross  Offering  Proceeds will be used to            
establish a                                                                     
working  capital  reserve  and the  balance  (of up to 25.0%  of Gross          
Offering                                                                        
Proceeds) will be used to pay the costs of organizing the  Partnership          
program,                                                                        
offering  Units to the  public  and  acquiring  the  Partnership's  assets.     
See                                                                             
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS."               

The Partnership plans to (a) make regular monthly  distributions,       
primarily                                                                       
to the Limited Partners and to a much lesser extent to the General  Partner,    
of                                                                              
cash  generated  by its  operations  beginning  the  month  following  a        
Limited                                                                         
Partner's  admission to the Partnership  commencing the month after admission   
of                                                                              
each Limited Partner and (b) reinvest  undistributed cash flow and sale         
proceeds                                                                        
during  the   Reinvestment   Period  in   additional   equipment  and           
financing                                                                       
transactions.  Thereafter,  the  Partnership  intends  to (a) sell or           
otherwise                                                                       
dispose  of all its  assets in an orderly  manner  and (b)  distribute  the     
cash                                                                            
proceeds to the  Limited  Partners,  and to a much lesser  extent to the        
General                                                                         
Partner,  in  accordance  with  the  terms  set  forth in this  Prospectus.     
See                                                                             
"INVESTMENT  OBJECTIVES  AND  POLICIES."  The  Partnership  has been  formed    
for                                                                             
income-oriented  investment  purposes and not as a tax shelter.  The majority   
of                                                                              
its income is expected to be passive activity income.                           

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE      
SECURITIES                                                                      
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER           
REGULATORY                                                                      
AUTHORITY NOR HAVE ANY OF THE FOREGOING  AUTHORITIES PASSED UPON OR ENDORSED    
THE                                                                             
MERITS OF THIS  OFFERING OR THE  ACCURACY OR  ADEQUACY OF THIS  PROSPECTUS.     
ANY                                                                             
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

                                                                [Download Table]
                                                                           
                                                                           
                                                    Price                  
to                                   Proceeds                              
                                                    Public(2)         Sales
Costs(3)        to Partnership(4)                                          
Per Unit                                       $        100                
$       10                $ 90                                             
Total (at Minimum Offering of 12,000 Units)       1,200,000(4)(5)          
120,000           1,080,000                                                
Total (at Maximum Offering of 1,000,000 Units)  100,000,000   (5)          
10,000,000          90,000,000                                             

             The      date of this  Prospectus  is  November  9,  1995
ICON                                                                            
SECURITIES CORP.          
    600 Mamaroneck Avenue, Harrison, New York 10528 (914) 698-0600

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Footnotes from Cover Page. All capitalized  terms used in these footnotes and   
in                                                                              
the balance of this  Prospectus  are  defined in the  Glossary  that  appears   
in                                                                              
Section 17 of the Partnership Agreement attached hereto as (Exhibit A).         

(1) All subscription  payments will be deposited and held in an                 
interest-bearing                                                                
escrow account until the Minimum Offering (or $1,200,000 in subscriptions)      
have                                                                            
been received (except in the case of subscriptions from Pennsylvania            
residents).                                                                     
The  Commonwealth of Pennsylvania  imposes the further  conditions that (1)     
each                                                                            
subscription  from  a  Pennsylvania  resident  must  be  held  in  escrow       
until                                                                           
$5,000,000 in subscriptions  (5% of the Maximum  Offering of $100,000,000)      
have                                                                            
been received from all investors (including Pennsylvania residents) and (2)     
each                                                                            
Pennsylvania  subscriber  must be offered the  opportunity to rescind his or    
her                                                                             
subscription  if such  condition has not been met,  initially 120 days          
following                                                                       
the date his or her  subscription  is received by the Escrow Agent and every    
120                                                                             
days thereafter during the effective period of the offering in Pennsylvania.    
The                                                                             
Escrow Agreement  terminates on the anniversary of the Effective Date. If at    
the                                                                             
end of such 12 month period,  the Minimum Offering has not been achieved (or,   
in                                                                              
the case, of Pennsylvania subscribers,  $5,000,000 of Units have not been       
sold),                                                                          
subscription  payments  then held in escrow will be returned by the Escrow      
Agent                                                                           
to the applicable  subscribers  together with interest earned thereon while     
held                                                                            
in escrow.                                                                      

(2)  The Gross Unit Price is $100.00, except that:                              

(a)  officers,  employees  and  securities  representatives  of the     
General                                                                         
Partner,  its Affiliates and Selling Dealers ("Affiliated Limited       
Partners")                                                                      
 may purchase  Units for  investment  purposes only for the Net Unit Price
of                                                                              
$92.00 per Unit. The  Partnership  will incur no obligation to pay any  
Sales                                                                           
Commissions  with respect to such purchases.  The General  Partner's and
its                                                                             
Affiliates'  purchases of Units are limited to a maximum of 10% of the  
total                                                                           
Units purchased.                                                        

(b)  Investors buying in volume are entitled to Volume Discounts as     
follows:                                                                        

Number of Units   Discount         Net Purchase Price   

2,499 or less           None                    $100.00 
2,500  to  4,999        $2.50                   $ 97.50 
5,000  to  9,999        $3.50                   $ 96.50 
10,000 to 19,999        $4.50                   $ 95.50 
20,000 or  more         $6.50                   $ 93.50 

     Volume  Discounts  reduce the Sales  Commissions that would otherwise
be                                                                              
payable in connection with the purchase of Units.  An investor  
entitled                                                                        
     to a Volume  Discount will receive such discount  through a reduction
of                                                                              
the aggregate cash purchase price required to purchase Units.   

The  proceeds  to the  Partnership,  net of  Sales  Commissions  and    
Volume                                                                          
Discounts,  if any,  will be the  same for all  such  sales as for  sales to    
the                                                                             
general public.                                                                 

(3) The Partnership will pay to a Selling Dealer or to the Dealer-Manager       
(which                                                                          
is an Affiliate of the General  Partner) a Sales  Commission of $8.00 (8% of    
the                                                                             
Gross  Unit   Price)  for  each  Unit  sold  by  their   respective             
registered                                                                      
representatives  (except as noted in footnote 1). In addition,  the             
Partnership                                                                     
will pay the  Dealer-Manager  Underwriting Fees of $2.00 (2.0% of Gross         
Offering                                                                        
Proceeds)  for each Unit sold for its  services in managing  the Offering and   
to                                                                              
reimburse it, on a non-accountable  basis, for the wholesaling fees and         
expenses                                                                        
of the Sponsor. The Partnership may obtain a loan as of each Closing Date in    
the                                                                             
principal amount of the Sales Commissions  (collectively  "Commission Loans")   
to                                                                              
pay Commissions  otherwise  payable by the Partnership on such Closing Date     
from                                                                            
Gross  Offering  Proceeds  for the  purpose  of  increasing  the amount of      
Gross                                                                           
Offering Proceeds immediately available for Investments. The Partnership's      
total                                                                           
payments of  principal  of, and  interest  on, any such  Commission  Loans      
would                                                                           
exceed the  corresponding  amounts of Commissions paid with the proceeds of     
such                                                                            
loans by the amount of interest paid thereon.  Consequently, the General        
Partner                                                                         
expects  to  utilize  Commission  Loans only  when,  it has  determined  that   
an                                                                              
opportunity  exists to use such  borrowings  to obtain  Investments  which      
have                                                                            
contractual  payments at least equal to the total  payments of principal of,    
and                                                                             
interest on, the corresponding Commission Loans. See "PLAN OF DISTRIBUTION."    

(4)  Proceeds to the Partnership are calculated before deduction of:            

(a) the O & O Expense Allowance in an amount equal to 3.5% of Gross     
Offering                                                                        
Proceeds.  The O & O Expense  Allowance  is payable to the  General     
Partner                                                                         
and/or  the  Dealer-Manager  on a  non-accountable  basis  for  expenses
of                                                                              
organizing the Partnership, registering it with federal and state       
securities                                                                      
authorities  and printing the  Prospectus  and related legal and        
accounting                                                                      
 costs and other costs of organizing  the  Partnership  and offering Units
to                                                                              
the  public.  The O & O Expense  Allowance  may be less or greater  than
the                                                                             
General Partner's actual expenses. The General Partner is responsible to
pay                                                                             
Organizational and Offering Expenses which exceed such Allowance; and   

(b)  Acquisition  Fees in an  amount  equal  to  3.0%  (subject  to     
certain                                                                         
conditions and limitations specified in the Partnership Agreement of the
sum                                                                             
of (i) the aggregate Purchase Price paid (including  indebtedness       
incurred)                                                                       
by the  Partnership  for all items of Equipment  acquired by the        
Partnership                                                                     
and (ii) the principal  amount of all financing  provided by the        
Partnership                                                                     
 to Users is payable to the General  Partner for its services and expenses
of                                                                              
finding,   evaluating,   documenting   and   acquiring   the            
Partnership's                                                                   
Investments. See "SUMMARY OF COMPENSATION."                             

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(5) The amounts shown exclude ten Units  ($1,000) in the  Partnership  that     
were                                                                            
purchased by the Original Limited Partner in connection with the organization   
of                                                                              
the Partnership and which will be refunded to the Original Limited Partner,     
and                                                                             
his Units will be retired,  upon the Initial  Closing  Date.  Such  amounts     
also                                                                            
exclude the excess, if any, of (a) total Units which the General Partner and    
its                                                                             
Affiliates are entitled to purchase for their own investment  account (a        
maximum                                                                         
of 10% of all  non-affiliate  Unit purchases) over (b) 600 Units ($60,000),     
the                                                                             
maximum  amount  of Unit  purchases  by the  Sponsor  which  may be  counted    
in                                                                              
determining  whether the Minimum  Offering of 12,000  Units has been            
completed.                                                                      
Accordingly,  of the Minimum  Offering of 12,000 Units,  only 11,400 Units      
would                                                                           
need to be  purchased  by the general  public to satisfy  such  condition if    
the                                                                             
General  Partner and its  Affiliates  purchased 600 Units of such total (as     
they                                                                            
are permitted to do).                                                           

NOTICE TO PENNSYLVANIA INVESTORS: BECAUSE THE MINIMUM CLOSING AMOUNT IS 
LESS                                                                            
THAN $24,000,000 (A MAXIMUM TO MINIMUM OFFERING RATIO OF 20:1) YOU ARE          
CAUTIONED                                                                       
TO  CAREFULLY  EVALUATE THE  PROGRAM'S  ABILITY TO FULLY  ACCOMPLISH  ITS       
STATED                                                                          
OBJECTIVES   AND  TO  INQUIRE  AS  TO  THE  CURRENT  DOLLAR  VOLUME  OF         
PROGRAM                                                                         
SUBSCRIPTIONS.                                                                  

 THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED.  ANY REPRESENTATIONS
TO                                                                              
THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, AS TO THE AMOUNT OR          
CERTAINTY                                                                       
OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAX CONSEQUENCE  WHICH MAY FLOW FROM   
AN                                                                              
INVESTMENT IN THIS PROGRAM IS NOT PERMITTED.                                    

 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE,  AND
MAY                                                                             
ONLY BE  TRANSFERRED  OR RESOLD IN  CONFORMITY  WITH THE  AGREEMENT  OF         
LIMITED                                                                         
PARTNERSHIP OF THE PARTNERSHIP AND IN COMPLIANCE WITH APPLICABLE LAW.           

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   TABLE OF CONTENTS

                                                                      Page

SUMMARY OF THE OFFERING...............................................  8 
  Risk Factors  .....................................................  8
  The Partnership....................................................  9
  Terms of the Offering.............................................. 10
  Sources and Uses of Offering Proceeds and Related Indebtedness..... 12
  Summary of Compensation  .......................................... 12
  Conflicts of Interest ............................................. 13
  Fiduciary Responsibility........................................... 13
  Other Offerings by the General Partner and its Affiliates.......... 13
Management;  Financial  Statements  of  the  General                
  Partner  and  of  the Partnership.................................. 13
  Investment Objectives and Policies................................. 13
  Federal Income Tax Considerations.................................. 15
  Capitalization .................................................... 15
  Summary of Partnership Agreement................................... 15
  Transfer of Units.................................................. 15
  Fiscal Year........................................................ 16
  Glossary of Terms.................................................. 16

RISK FACTORS.......................................................... 16 
  Operating Risks.................................................... 16
  Partnership and Investment Risks................................... 16
  Federal Income Tax Risks and ERISA Matters......................... 22

SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS........ 24 

SUMMARY OF COMPENSATION............................................... 25 
  Organization and Offering Stage.................................... 26
  Operational Stage.................................................. 28
  Interest in Partnership Profits or Losses.......................... 33

CONFLICTS OF INTEREST................................................. 36 
Lack of Separate Legal Representation and Lack of Arm's             
  Length Negotiation of the Program Agreements....................... 36
  Compensation of the General Partner and Affiliates................. 36
  Effect of Leverage on Compensation Arrangements.................... 36
  Competition With the General Partner and its Affiliates............ 37
Determination  of  Reserves  and  Liability  of                     
   the  General  Partner  for Partnership Obligations................ 38
Competition by the Partnership with Other Entities for              
  Management Services; Conflicts in Fiduciary Duties................. 38
  Joint Ventures..................................................... 38
  Lease Referrals.................................................... 38
  Participation of a Securities Sales Affiliate in this Offering..... 39
  General Partner to Act as Tax Matters Partner...................... 39

FIDUCIARY RESPONSIBILITY.............................................. 39 
  General............................................................ 39
  Conflicts.......................................................... 39
Indemnification of the General Partner, Dealer-Manager              
  and Selling Dealer                                                  40
  Investor Remedies.................................................. 40

                                                                        Page

OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES............. 41 
  Prior Public Programs.............................................. 41
  Prior Non-Public Programs.......................................... 43
STATUS OF THE OFFERING................................................ 43 

CERTAIN RELATIONSHIPS WITH THE PARTNERSHIP............................ 44 

MANAGEMENT............................................................ 44 
  The General Partner................................................ 44
  Affiliates of the General Partner.................................. 46

INVESTMENT OBJECTIVES AND POLICIES.................................... 46 
  General............................................................ 46
  Acquisition Policies and Procedures................................ 47
  Credit Review Procedures........................................... 48
  Leases and Lessees................................................. 49
  Equipment.......................................................... 50
  Financing Transactions............................................. 52
  Other Investments.................................................. 53
  Portfolio Acquisitions............................................. 53
  Reserves........................................................... 54
  Use of Leverage.................................................... 54
  Cash Distributions to Partners..................................... 55
  Reinvestment of Undistributed Cash in Additional Equipment, Leases and
    Financing Transactions........................................... 58

FEDERAL INCOME TAX CONSEQUENCES....................................... 59 
  Summary............................................................ 59
  Opinion of Tax Counsel............................................. 59
  Classification as a Partnership.................................... 60
  Publicly Traded Partnerships....................................... 61
  Taxation of Distributions.......................................... 62
  Partnership Income Versus Partnership Distributions................ 63
  Allocations of Profits and Losses.................................. 63
Deductibility of Losses: Passive Losses, Tax Basis and "At Risk"    
  Limitation                                                          64
  Deductions for Organizational and Offering Expenses; Start-up Costs 65
  Tax Treatment of the Leases........................................ 66
  Cost Recovery...................................................... 66
  Limitations on Cost Recovery Deductions............................ 67
  Deferred Payment Leases............................................ 68
  Sale or Other Disposition of Partnership Property.................. 68
  Sale or Other Disposition of Partnership Interest.................. 69
  Treatment of Cash Distributions Upon Redemption.................... 70
  Gifts of Units..................................................... 70
  Consequence of No Section 754 Election............................. 70
Tax  Treatment  of   Termination  of  the   Partnership             
    Pursuant  to  the Partnership Agreement.......................... 70
  Audit by the Service............................................... 71
  Alternative Minimum Tax............................................ 71
  Interest Expense................................................... 72
  Self-Employment Income and Tax..................................... 72
  Maximum Individual Tax Rates....................................... 72
  Section 183........................................................ 73
  Registration, Interest, and Penalties.............................. 73
  State and Local Taxation........................................... 74
  Foreign Investors.................................................. 74
  Tax Treatment of Certain Trusts and Estates........................ 75

                                                                    Page

Taxation of Employee Benefit Plans and Other Tax-Exempt             
  Organizations                                                       75
  Corporate Investors................................................ 75

INVESTMENT BY QUALIFIED PLANS......................................... 75 
  Fiduciaries under ERISA............................................ 75
  Prohibited Transactions Under ERISA and the Code................... 76
  Plan Assets........................................................ 76
  Other ERISA Considerations......................................... 77

CAPITALIZATION........................................................ 78 

MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION........................ 79 
  Liquidity and Capital Resources.................................... 79
  Operations......................................................... 79

SUMMARY OF THE PARTNERSHIP AGREEMENT.................................. 80 
  Establishment and Nature of the Partnership........................ 80
  Name and Address................................................... 80
  Purposes and Powers................................................ 80
  Duration of Partnership............................................ 80
  Capital Contributions.............................................. 81
  Powers of the Partners............................................. 81
  Limitations on Exercise of Powers by the General Partner........... 81
  Indemnification of the General Partner............................. 83
  Liability of Partners.............................................. 83
  Non-assessability of Units......................................... 83
Distribution of Distributable Cash From Operations                  
    and Distributable Cash From Sales................................ 84
  Allocation of Profits and Losses................................... 84
  Withdrawal of the General Partner.................................. 85
  Transfer of Units.................................................. 86
  Dissolution and Winding up......................................... 86
  Access to Books and Records........................................ 86
  Meetings and Voting Rights of Limited Partners..................... 86
  Amendments......................................................... 87

TRANSFER OF UNITS..................................................... 88 
  Withdrawal ........................................................ 88
  Restrictions on the Transfer of Units.............................. 88
  Limited Right of Presentment for Redemption of Units............... 89
  Certain Consequences of Transfer................................... 90

REPORTS TO LIMITED PARTNERS........................................... 90 
  Annual Reports..................................................... 90
  Quarterly Reports.................................................. 91

PLAN OF DISTRIBUTION.................................................. 91 
  Segregation of Subscription Payments .............................. 92

INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;                 
 SUBSCRIPTION PROCEDURES............................................. 93
  General Suitability Considerations................................. 93
 State Requirements Concerning Minimum Investment and Minimum Investor
    Net Worth/Income................................................. 93
  Subscriber Representations......................................... 95

                                                                      Page
  Citizenship ....................................................... 97
  Special Limit on Ownership of Units by Benefit Plans............... 98
  Minimum Investment and Suitability Standards....................... 98
  How to Subscribe................................................... 98
  Admission of Partners; Closings.................................... 99

SALES MATERIAL........................................................ 99 

LEGAL MATTERS......................................................... 99 

EXPERTS...............................................................100 

ADDITIONAL INFORMATION................................................100 

TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS..................100 

FINANCIAL STATEMENTS..................................................100 

GLOSSARY - Section 17 of the Limited Partnership Agreement                

EXHIBITS:                                                                 
  A.  Third Amended and Restated Agreement of Limited Partnership....A-1
  B.  Prior Performance Tables for the Prior Public Programs.........B-1
  C.  Subscription Documents.........................................C-1

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SUMMARY OF THE OFFERING   

The  following  summary  is  qualified  in  its  entirety  by  the      
detailed                                                                        
information  appearing  elsewhere in this Prospectus and in the Exhibits        
hereto.                                                                         
See the Glossary contained in Section 17 of the Agreement of Limited            
Partnership                                                                     
attached as Exhibit A (the  "Partnership  Agreement") to this Prospectus for    
the                                                                             
definition of certain terms used in this Summary and throughout this            
Prospectus.                                                                     

Risk Factors                                                                    

An investment in the Partnership has many risks.  The information       
appearing                                                                       
under the  caption  "RISK  FACTORS" in this  Prospectus  contains a     
detailed                                                                        
 discussion  of the most  important  risks  associated  with an investment
in                                                                              
Units.  Please refer thereto for a discussion of the following specific 
risk                                                                            
factors as well as other relevant risk factors:                         

Partnership and Investment Risks:                                       

o No  one  can  predict   whether   Limited   Partners   will  receive  
cash                                                                            
   distributions in amounts sufficient to return their original investment
or                                                                              
    the amount of profit thereon, if any, that they will ultimately receive.

 o Certain  of the  Prior  Public  Programs  experienced  losses in excess
of                                                                              
reserves therefor in 1991-92, due primarily to lessee bankruptcies, 
which                                                                           
 losses may effect,  possibly  materially,  the  financial  results of
such                                                                            
earlier programs.                                                   

o The price, if any, which the Partnership  receives from re-leasing or 
sale                                                                            
of its Equipment is expected to be a small  fraction of the total   
original                                                                        
  cost  since  most  or all  of  the  Partnership's  capital  investment
in                                                                              
Equipment is expected to be recovered  through rental or royalty    
payments                                                                        
 during the Partnership's initial Leases (ranging in terms from two to
five                                                                            
  years) and,  in many  cases,  the Lease terms may be for a majority of
the                                                                             
expected useful life of the underlying  Equipment.  Obsolescence and
other                                                                           
   factors, such as supply and demand for used equipment at the times that
he                                                                              
  Partnership  has  Equipment  available to sell or re-lease will effect
the                                                                             
price, if any, which the Partnership receives for such Equipment.   

o The Investments to be acquired or entered into by the Partnership have
not                                                                             
been  specified as of the date of this  Prospectus  and will be     
determined                                                                      
solely by the General Partner.                                      

o A substantial  portion of the  distributions to be made by the        
Partnership                                                                     
are  expected  to  be  a  return  of  investors'  Capital           
Contributions,                                                                  
principally  due to federal tax  deductions for non-cash  expenses  
(e.g.,                                                                          
depreciation) and cash expenses (e.g., amortization of acquisition  
costs).                                                                         

o An  investor's  share  of  taxable  income  in  the  early  years  of 
the                                                                             
Partnership is likely to exceed, and in the later years of the      
Partnership                                                                     
  is likely to be less than,  investment income for GAAP purposes due to
the                                                                             
   allowance of greater deductions for GAAP purposes than for tax purposes
in                                                                              
the early years of the Partnership.                                 

o Investors will not have the  opportunity  to vote except in           
extraordinary                                                                   
   circumstances  (e.g.  to approve by a vote of not less than 50% or more
of                                                                              
all Limited  Partners (a  "Majority")  any  amendment  to the       
Partnership                                                                     
 Agreement).  As a  result,  they must rely on the  skills,  integrity
and                                                                             
business expertise of the General Partner.                          

o The General  Partner,  the  Dealer-Manager  and the Selling  Dealers  
will                                                                            
receive Front-End Fees of up to 25% of Gross Offering  Proceeds     
(assuming                                                                       
  the maximum  possible  leverage of 80%) for the expenses of organizing
the                                                                             
Partnership program (the O & O Expense  Allowance),  offering Units 
(Sales                                                                          
  Commissions),  supervising  the sale of Units (the  Underwriting  Fee)
and                                                                             
acquiring the Partnership's  Equipment,  Leases and Financing       
Transactions                                                                    
 (Acquisition  Fees) -- see  footnotes 2 and 3 on page 2. Because such
fees                                                                            
 are  primarily  paid at  either  the  time of sale of  Units  or upon
the                                                                             
investment of Net Offering  Proceeds,  all of such compensation is  
payable                                                                         
before the Limited  Partners'  total return of, and any investment  
return                                                                          
 on,  their  investment  is known and  regardless  of  whether  or not
they                                                                            
receive a return of their  entire  investment.  In  addition,  the  
General                                                                         
Partner  is  entitled  to  Management  Fees and  reimbursement  of  
certain                                                                         
administrative  expenses during the  operational  phase of the      
Partnership                                                                     
and  Subordinated  Remarketing  Fees and a portion of Cash From     
Operations                                                                      
  and Cash From Sales during the operational  and liquidation  phases of
the                                                                             
Partnership  (subject, in each case, to certain conditions and      
limitations                                                                     
set  forth  in  the   Partnership   Agreement).   None  of  the     
foregoing                                                                       
compensation has been the subject of arm's length negotiations      

o Investors  must be  prepared  to hold their  Units for the entire five
(5)                                                                             
year (minimum) to eight (8) year (maximum)  Reinvestment  Period    
following                                                                       
   the Final  Closing Date as well as the  additional  liquidation  period
of                                                                              
from six (6) to thirty (30) months  thereafter  because (a) only a  
limited                                                                         
secondary market exists for the Partnership's Units generally, (b) a
buyer                                                                           
  for Units (other than the Partnership under certain circumstances) may
not                                                                             
exist and (c) they are  likely to be unable to resell or  dispose of
Units                                                                           
except at a substantial discount from their purchase price. (See    
"TRANSFER                                                                       
OF  UNITS--Limited  Right of  Presentment"  for a discussion of     
redemption                                                                      
rights and prices).                                                 

  o The risks  relating  to the  continued  Creditworthiness  of Lessees and
Users.                                                              

  o The   risks   inherent   in   all   leveraged    lease   and   financing
transactions.                                                       

o In general,  each investor's  subscription  payments may be held in   
escrow                                                                          
   for up to 12 months  from the  Effective  Date (or from the later  date
on                                                                              
which his or her state declares the Offering to be effective) before
being                                                                           
 returned if the Minimum  Offering  is not sold  within  such  period.
The                                                                             
 subscription  payment of each Pennsylvania  subscriber may be only be
held                                                                            
in escrow  for a period of up to 120 days from the date the  Escrow 
Agent                                                                           
receives  such  subscription,  at the end of which period such      
subscriber                                                                      
 must  either be  admitted  to the  Partnership  as a Limited  Partner
(if                                                                             
aggregate  subscriptions  of $5,000,000 of Units have been received 
within                                                                          
such period) or rescission  offered to such subscriber.  During the 
period                                                                          
   which a subscriber's  subscription  payment is being held in escrow, he
or                                                                              
 she will be deprived of the use of such  funds,  although  such funds
will                                                                            
  accrue  interest  during such period for the benefit of such  investor
and                                                                             
must  be  returned  to such  investor  if he or she is not  admitted
as a                                                                            
limited partner of the Partnership by the end of such period.       

Federal Income Tax Risks:                                               

  o The risk the Partnership may not be classified as a limited  partnership
for federal income tax purposes.                                    

o The  risk  that  income  and  expenses  of the  Partnership,  due to  
their                                                                           
 classification as "passive income" or "portfolio  income," may not be
able                                                                            
to be offset against other activities on an investor's income tax   
return.                                                                         

o The risk that certain  Partnership  investment  transactions or       
deductions                                                                      
 could be  re-characterized  which  could  result  in loss of  certain
tax                                                                             
benefits associated with an investment in Units.                    

o Investors  may be required to report  taxable  income that may exceed 
cash                                                                            
distributed to them.                                                

  o The  risk  the  Partnership   may  be  treated  as  a   "publicly-traded
partnership."                                                       

The Partnership                                                                 

ICON Cash Flow Partners L.P. Seven is a Delaware limited  partnership   
which                                                                           
was formed on May 23, 1995  primarily  to engage in the  business of    
leasing                                                                         
Equipment  and  providing  financing,  secured by  equipment,  to       
companies                                                                       
 determined to be Creditworthy by the General Partner as well as to engage
in                                                                              
any other businesses which are consistent with the Partnership's        
objectives                                                                      
and in which the  Partnership  may  lawfully  engage.  The  General     
Partner                                                                         
expects  that  two-thirds  of Net  Offering  Proceeds  will be  invested
in                                                                              
Equipment which is subject to Leases which do not produce  portfolio    
income                                                                          
and  that   one-third  of  such  Proceeds  will  be  invested  in       
Financing                                                                       
Transactions as well as Leases or other transactions which produce      
portfolio                                                                       
income  although the General  Partner may determine to invest up to     
one-half                                                                        
of such Proceeds in such Investments if, in its sole discretion, it     
believes                                                                        
such  Investments to be in the best interests of the  Partnership.  Over
the                                                                             
life of the  Partnership,  the General  Partner  expects that           
approximately                                                                   
 one-third  of its  Investments,  by  cost,  will  consist  of such  types
of                                                                              
 Investments.  See "SUMMARY OF THE PARTNERSHIP AGREEMENT." The Partnership
is                                                                              
expected to complete  its  Reinvestment  Period no later than five (5)  
years                                                                           
from the  Partnernership's  Final  Closing Date (which must occur within
two                                                                             
(2)  years  of the  date  of this  Prospectus)  and to  then  liquidate 
the                                                                             
Partnership's  Investments  within a further  period not  exceeding  two
and                                                                             
one-half  (2 1/2)  years  unless the  General  Partner  elects,  in its 
sole                                                                            
discretion,  to extend the Reinvestment Period for a further period of  
three                                                                           
(3) additional years. Consequently, the Reinvestment Period may end     
November                                                                        
9, 2002 (assuming the maximum two (2) year Offering Period and no       
extension)                                                                      
or as late as November 9, 2005  (assuming  the maximum two (2) year     
Offering                                                                        
Period and the maximum three (3) year  extension of such Period).  Since
the                                                                             
 Disposition  Period begins after the Reinvestment  Period, the completion
of                                                                              
liquidation  of  the  Partnership's   Investments  and  winding  up  of 
its                                                                             
activities  and affairs  could be  completed  by May 9, 2005  (assuming 
the                                                                             
maximum  two  (2)  year  Offering  Period,  no  extension  and  the     
maximum                                                                         
 Disposition  Period of two and  one-half (2 1/2) years) or as late as May
9,                                                                              
2008 (assuming the maximum two (2) year Offering  Period,  the maximum  
three                                                                           
(3) year extension of such Period and the maximum  Disposition Period of
two                                                                             
and one-half (2 1/2) years).  The  Partnership  Agreement  provides that
the                                                                             
term of the Partnership  ends December 31, 2015.  Investors  should     
therefor                                                                        
expect to hold their Units for the full term of the Partnership (i.e.   
from 7                                                                          
1/2 to 9 1/2 years from the time they  invest (in the event that the    
General                                                                         
 Partner does not elect to extend the Reinvestment  Period) and from up to
10                                                                              
1/2 to up to 12 1/2 years (if the  General  Partner  were to elect to   
extend                                                                          
the Reinvestment Period for the maximum of three (3) additional years). 

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Terms of the Offering                                                           

The Offering -- The  Partnership is offering a minimum of 12,000 Units  
and a                                                                           
 maximum of 1,000,000  Units of limited  partnership  interests (or Units)
in                                                                              
the Partnership.  Such offering is on a "best efforts" basis; that is,  
there                                                                           
is no guarantee  that any  specified  amount of money will be raised.   
Units                                                                           
will be offered for sale by ICON Securities Corp. (the "Dealer-Manager")
and                                                                             
NASD-member  firms (the "Selling  Dealers")  which have entered into    
Selling                                                                         
Dealer Agreements with the Partnership.                                 

Offering Period -- The Offering began on the date of this Prospectus    
(which                                                                          
is dated as of the Effective Date) and will terminate no later than the 
date                                                                            
twenty-four (24) months after such date. In most states,  continued     
offering                                                                        
beyond  one year  after the  effective  date in such  state  (see       
"INVESTOR                                                                       
SUITABILITY AND MINIMUM INVESTMENT  REQUIREMENTS;  SUBSCRIPTION         
PROCEDURES"                                                                     
 for a chart showing each state's  effective  date) is subject to approval
by                                                                              
the  applicable  state  securities  authority.  The Offering will       
terminate                                                                       
sooner  than  twenty-four  (24)  months if either  (1) the  General     
Partner                                                                         
terminates  the  Offering  earlier  or (2)  subscriptions  for  the     
Maximum                                                                         
Offering of 1,000,000  Units are  received  prior to the end of such    
period.                                                                         
The  end of the  Offering  Period  is  also  called  the  Termination   
Date.                                                                           
Subscriptions  for  Units  will  only  be  accepted  from  the  date of 
this                                                                            
Prospectus until the Termination Date. See "PLAN OF DISTRIBUTION."      

Minimum Offering -- Unless the Partnership receives subscriptions for   
12,000                                                                          
Units prior to the  anniversary of the date on the Cover of this        
Prospectus                                                                      
(which is dated the Effective  Date),  no Units will be issued and all  
funds                                                                           
 received in  connection  with the Offering  (including  accrued  interest
on                                                                              
Subscription Monies) will be promptly refunded. Although the General    
Partner                                                                         
and its  Affiliates  may purchase up to ten percent (10%) of the total  
Units                                                                           
purchased,  not more than 600 of such Units may be included  in         
determining                                                                     
whether the Minimum Offering has been achieved.                         

Escrow Agent;  Distribution of Escrow Interest -- All subscription      
payments                                                                        
will be deposited and held in an  interest-bearing  escrow  account with
The                                                                             
Bank of New York (NJ), a New Jersey banking  corporation (or another    
banking                                                                         
 institution  named by the  General  Partner  in the event  that such bank
is                                                                              
unable to serve as escrow  agent) until the earlier to occur of (i) the 
date                                                                            
on which the Minimum  Offering (or  $1,200,000 in  subscriptions)  have 
been                                                                            
received  (exclusive of subscriptions  from Pennsylvania  residents) or 
(ii)                                                                            
the anniversary of the date on the Cover of this Prospectus  (which is  
dated                                                                           
the "Effective  Date").  Subscriptions  from residents of  Pennsylvania 
are                                                                             
 subject to the further  conditions that (1) each such  subscription  must
be                                                                              
held in escrow until such time as at least $5,000,000 in  subscriptions 
(5%                                                                             
of the  Maximum  Offering  of  $100,000,000)  have  been  received  from
all                                                                             
investors  and  (2)  each  Pennsylvania   subscriber  must  be  offered 
the                                                                             
opportunity  to rescind his or her  subscription  if such  condition has
not                                                                             
 been met,  initially 120 days following the date his or her  subscription
is                                                                              
received  by the  Escrow  Agent  and every 120 days  thereafter  during 
the                                                                             
effective  period of the  offering in  Pennsylvania.  During the period 
that                                                                            
subscription  monies are held in escrow,  such funds will be  invested  
in a                                                                            
 savings or  money-market  account with the Escrow Agent and earn interest
at                                                                              
the  prevailing  rates  applicable  to such  accounts  from  the time on
the                                                                             
 subscription  payments  deposited with the Escrow Agent until the earlier
of                                                                              
the date (i) the  subscriber  is  admitted to the  Partnership  as a    
Limited                                                                         
Partner,  (ii) in the  case  of  Pennsylvania  investors,  at the end of
the                                                                             
respective  120 day period  following  the  Effective  Date during which
his                                                                             
 subscription was received  (during which period  aggregate  subscriptions
of                                                                              
$5,000,000  must be satisfied  for such investor to be admitted as a    
Limited                                                                         
Partner  or  rescission  of his  subscription  offered  to him) or (iii)
the                                                                             
 anniversary  of the date on the Cover of this  Prospectus.  The  interest
so                                                                              
earned  will be paid to the  subscriber  upon  his or her  admission  to
the                                                                             
partnership (or, if such subscriber is not admitted to the Partnership, 
when                                                                            
the subscription payments are returned). After the Initial Closing Date 
(see                                                                            
"Closings"),   subscriptions   will  be  held  in  a  special,          
segregated,                                                                     
interest-bearing  subscription  account  of  the  Partnership  pending  
each                                                                            
subsequent Closing (other than  subscriptions  from Pennsylvania        
investors,                                                                      
which will continue to be held in the Escrow Account until subscriptions
for                                                                             
 at least  $5,000,000  of Units have been  received  and the next  Closing
is                                                                              
held).                                                                  

Subscription  --  Every  investor  must  manually   execute  a          
Subscription                                                                    
Agreement  in the form  attached  as  Exhibit C hereto in order to      
purchase                                                                        
Units. By subscribing for Units,  each investor (other than residents of
the                                                                             
 states specified on Pages C-3 and C-4 of the Subscription Agreement) will
be                                                                              
deemed  to have made all of the  representations  and  warranties       
contained                                                                       
therein and will be bound by all of the terms of such  Agreement  and of
the                                                                             
Partnership Agreement.                                                  

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 Closings  -- The initial  Closing  will be held after  subscriptions  for
at                                                                              
least 12,000  Units have been  received by the Escrow  Agent,  at which 
time                                                                            
subscribers  for at least  such  number  of  Units  may be  admitted  to
the                                                                             
Partnership  as  Limited  Partners.  After the  Initial  Closing  Date, 
the                                                                             
 Partnership  intends to hold  Closings  semi-monthly  until the  Offering
is                                                                              
completed or terminated.                                                

Status of the Offering -- As of the date of this Prospectus, the        
Partnership                                                                     
has not admitted any subscribers as Limited Partners to the Partnership.

Investor  Suitability -- To be eligible to purchase  Units,  all        
prospective                                                                     
investors are required to comply with the  Partnership's  basic         
suitability                                                                     
requirements. In general, prospective owners of Units must either have: 

   (i)both (A) a net worth of not less than $30,000 (determined  exclusive
of                                                                              
the net fair market value of (a) his or her home, (b) home    
furnishings                                                                     
 and (c) personal  automobiles)  and (B) $30,000 of annual gross
income;                                                                         
or                                                            

(ii) a net worth of at least $75,000 (determined as above).         

Instead of the foregoing  standards,  to be admitted to the Partnership 
as a                                                                            
Limited Partner a subscriber (or fiduciary acting on his, her or its    
behalf)                                                                         
who is a resident Alabama, Arizona, Arkansas, Indiana, Maine,           
Massachusetts,                                                                  
Mississippi,    Minnesota,   Nebraska,   New   Mexico,   Oklahoma,      
Oregon,                                                                         
Pennsylvania,  South Dakota,  Tennessee,  Texas, Vermont and Washington 
must                                                                            
 (1) either (a) a net worth of not less than $45,000 (determined exclusive
of                                                                              
the net fair market value of (i) his or her home, (ii) home  furnishings
and                                                                             
(iii) personal automobiles) plus (b) $45,000 of annual gross income or  
(2) a                                                                           
net worth of at least  $150,000  (determined  as above) and a subscriber
(or                                                                             
fiduciary  acting on his, her or its behalf).  In addition,  subscribers
who                                                                             
are residents of Iowa,  Michigan,  Missouri,  New Jersey and North      
Carolina                                                                        
 must have  either (a)  annual  gross  income of $60,000  plus a net worth
of                                                                              
$60,000 or (b) a net worth of at least  $225,000.  Finally,  each       
subscriber                                                                      
residing in Michigan or Pennsylvania  must also have a net worth        
(exclusive                                                                      
of home, home furnishings and  automobiles)  equal to the greater of (a)
the                                                                             
normal net worth  requirements  for this program or (b) ten times the   
amount                                                                          
to be invested (e.g., a $200,000 net worth in order to invest $20,000). 
(See                                                                            
"INVESTOR  SUITABILITY  AND MINIMUM  INVESTMENT  REQUIREMENTS;          
SUBSCRIPTION                                                                    
PROCEDURES" and the Subscription  Agreement for a more detailed         
explanation                                                                     
of any specific state suitability requirements).                        

Who Should  Invest -- You should only invest in the  Partnership  if you
(a)                                                                             
 are prepared to make an investment for the entire five (5) year (minimum)
to                                                                              
eight (8) year  (maximum)  Reinvestment  Period  following the Final    
Closing                                                                         
Date as well as the additional  liquidation period of from six (6) to   
thirty                                                                          
(30) months  thereafter,  (b) have no need for liquidity of such        
investment                                                                      
(except  as may be  provided  by  monthly  cash  distributions)  and (c)
are                                                                             
prepared  to assume the risks  associated  with such  investment  (see  
"RISK                                                                           
FACTORS").  An  investment  in Units is not suitable for  investors who 
will                                                                            
need access to their Capital Contribution during the term of the        
Partnership                                                                     
or for whom the projected monthly cash distributions are an essential   
source                                                                          
of funds to pay their  necessary  living  expenses.  An investment  also
may                                                                             
produce "unrelated business taxable income" for pension,  profit-sharing
and                                                                             
 other Qualified Plans in excess of applicable exemptions (See "INVESTMENT
BY                                                                              
QUALIFIED PLANS" for further  information).  Each potential  investor   
should                                                                          
review the information appearing under the captions "RISK FACTORS,"     
"FEDERAL                                                                        
INCOME TAX  CONSEQUENCES" and "INVESTOR  SUITABILITY AND MINIMUM        
INVESTMENT                                                                      
REQUIREMENTS;  SUBSCRIPTION  PROCEDURES"  with  particular  care and    
should                                                                          
 consult his tax and investment advisors to determine (1) if an investment
in                                                                              
Units is  appropriate  for him in light of his particular tax and       
investment                                                                      
situation and (2) if so, what portion of his total investment  portfolio
may                                                                             
prudently be invested in Partnership Units.                             

 Minimum  Investment  -- The minimum  investment  by an investor  (whether
by                                                                              
subscription  or  through  resale) is  generally  25 Units  except  IRAs
and                                                                             
Qualified  Plans for which the  minimum  investment  is  generally  10  
Units                                                                           
except  for the  state  securities  administrator  of  Nebraska  (which 
has                                                                             
established a 50 Unit minimum regular investor  minimum  investment) and
the                                                                             
state securities administrators of Arizona, Arkansas, Idaho, Indiana,   
Maine,                                                                          
Massachusetts,  Michigan,  Minnesota,  Mississippi,  Missouri, Nebraska,
New                                                                             
Mexico, North Carolina,  Oklahoma,  Pennsylvania,  South Dakota,        
Tennessee,                                                                      
Texas,  and  Washington  (which have  established  a 20 Unit minimum IRA
and                                                                             
Qualified Plan minimum  investment)  and for the Iowa  residents  (which
has                                                                             
established  a 20 Unit minimum IRA and Qualified  Plan minimum          
investment).                                                                    
(See "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;         
SUBSCRIPTION                                                                    
PROCEDURES"  and the form of  Subscription  Agreement  attached as      
Exhibit A                                                                       
hereto).  Subscribers  who satisfy such minimum  purchase  requirements 
may                                                                             
subscribe  for  additional  Units and fractions of Units during the     
Offering                                                                        
Period.                                                                 

Sources and Uses of Offering Proceeds and Related Indebtedness                  

Not  less  than  74.0%  of  Gross  Offering  Proceeds  will  be used to 
make                                                                            
 Investments  (assuming maximum possible leverage of 80%), 1% will be held
in                                                                              
reserves  (including working capital) and the balance will be applied to
pay                                                                             
fees and expenses to the Sponsor and its Affiliates  and to others      
involved                                                                        
in the  Offering.  See  "SOURCES  AND USES OF OFFERING  PROCEEDS AND    
RELATED                                                                         
INDEBTEDNESS"  for a breakdown of the  Partnership's  estimate as to how
the                                                                             
 capital it raises and a portion of the  indebtedness  it may employ  will
be                                                                              
used.                                                                   

Summary of Compensation                                                         

The  Dealer-Manager  (an Affiliate of the General  Partner which will   
select                                                                          
the  Selling  Dealers  and manage  the  Offering  of Units) and the     
General                                                                         
Partner  (which will  acquire the assets for and manage the  business of
the                                                                             
 Partnership)  will receive  compensation for their services.  The section
of                                                                              
the  Prospectus  entitled  "SUMMARY OF  COMPENSATION"  details the      
estimated                                                                       
amount and range of each item of compensation  payable to the Dealer    
Manager                                                                         
 and the General Partner by the Partnership.  The most  significant  items
of                                                                              
compensation are:                                                       

o Approximately  25.0% of Gross Offering Proceeds (assuming maximum     
possible                                                                        
 leverage  of  80%)  will  be  used to pay  the  costs  of  organizing
the                                                                             
Partnership,  offering the units to the public and  acquiring       
Partnership                                                                     
assets  and, of such  percentage,  approximately  17.0% of Gross    
Offering                                                                        
 Proceeds  will  be  paid  to  the  General  Partner  or an  Affiliate
and                                                                             
   approximately  8.0% of Gross  Offering  Proceeds is expected to be paid
to                                                                              
  unrelated Selling Dealers. (See "SOURCES AND USES OF OFFERING PROCEEDS
AND                                                                             
RELATED  INDEBTEDNESS").  The  Partnership  may  elect to borrow an 
amount                                                                          
equal to  sales  commissions  and use the  corresponding  amount  of
Gross                                                                           
Offering Proceeds (up to 8% thereof) to make Investments and pay    
operating                                                                       
expenses of the Partnership. The Partnership's total payments of    
principal                                                                       
 of,  and  interest  on,  any  such  Commission   Loans  would  exceed
the                                                                             
   corresponding  amounts  of  Commissions  paid  therewith  by the amount
of                                                                              
interest paid on any such Loans. Consequently, the General Partner  
expects                                                                         
  to  utilize  Commission  Loans  only  when,  it  has  determined  that
an                                                                              
 opportunity exists to use such borrowings to obtain Investments which
have                                                                            
  contractual payments at least equal to the total payments of principal
of,                                                                             
and interest on, the corresponding Commission Loans.                

o The General Partner will generally be entitled to receive a Management
Fee                                                                             
  of between 2% and 5% of annual gross rental payments (fee  percentages
for                                                                             
  Leases are based on whether they are Full-Payout or Operating  Leases)
and                                                                             
2% of payments on Financing Transactions.                           

o The General Partner shall receive 1% and the Limited  Partners 99% of 
each                                                                            
of distribution of  Distributable  Cash From Operations and         
Distributable                                                                   
 Cash From  Sales  until the  Limited  Partners  have  received  total
cash                                                                            
   distributions  in an amount equal to Payout  (i.e.,  the time when each
of                                                                              
   the Limited Partners has received cash distributions in an amount equal
to                                                                              
the  sum  of his or  her  (i)  capital  contribution  plus  (ii)  an
8.0%                                                                            
 cumulative annual return thereon,  compounded daily,  computed from a
date                                                                            
not later than the last day of the calendar  quarter in which such  
Capital                                                                         
   Contribution is made (determined by treating cash actually  distributed
to                                                                              
   such Limited  Partner as first being  applied to satisfy such 8% return
on                                                                              
capital  which has accrued and has not been paid and  applying  any 
excess                                                                          
distributions as a return of such Limited Partner's Capital         
Contribution).                                                                  
   Income earned on escrowed funds and distributed to Limited Partners may
be                                                                              
used to satisfy such cumulative return requirement).                

  After Payout,  distributions  of  Distributable  Cash From  Operations
and                                                                             
 Distributable  Cash From Sales,  distributions of Distributable  Cash
From                                                                            
  Operations shall be tentatively attributed 90% to the Limited Partners
and                                                                             
10% to the General Partner;  provided,  however, that, distributions
shall                                                                           
continue  to be made 99% to the  Limited  Partners  and 1% to the   
General                                                                         
   Partner until the earlier of (i) when the total cash distributions made
to                                                                              
each  Limited   Partner  equal  150%  of  his  or  her  original    
Capital                                                                         
   Contribution (reduced by any amounts paid to him or her (A) as a return
of                                                                              
uninvested  Capital  Contributions and (B) in redemption of Units   
pursuant                                                                        
to the Partnership Agreement) or (ii) upon liquidation of the       
Partnership.                                                                    
The increased  share of  Distributable  Cash From  Operations       
tentatively                                                                     
   attributed  to the General  Partner  but not  actually  distributed  to
it                                                                              
because of the proviso in the preceding  sentence  shall  accrue,   
without                                                                         
interest,   and  be  paid  to  the  General   Partner  out  of  the 
first                                                                           
  Distributable Cash From Operations  available to the Partnership after
the                                                                             
 earlier  of (i) the time when the total  cash  distributions  made to
each                                                                            
Limited Partner equal 150% of such Partner's original Capital       
Contribution                                                                    
  (reduced  by  distributions  in  return  of  uninvested   capital  and
in                                                                              
 redemption of Units, as described in the preceding  sentence) or (ii)
upon                                                                            
liquidation of the Partnership.                                     

  o There are a number of other,  smaller items of compensation  and expense
    reimbursements   that  the  General   Partner  may  receive  during  the
operations of the Partnership. See "SUMMARY OF COMPENSATION."       

Conflicts of Interest                                                           

  The Partnership  will be subject to various  conflicts of interest arising
  out of its  relationship to the General Partner and its Affiliates.  These
conflicts may include, but are not limited to:                          

o the lack of arm's length negotiations in determining compensation;    

o competition with other leasing  programs  sponsored by the General    
Partner                                                                         
   or its  Affiliates  for  the  acquisition,  lease,  financing  or  sale
of                                                                              
Equipment; and                                                      

o competition with other leasing  programs  sponsored by the General    
Partner                                                                         
or its Affiliates for management services.                          

In  addition to the  fiduciary  duty that the  General  Partner  owes to
the                                                                             
Limited  Partners,  the Partnership  Agreement  contains certain        
provisions                                                                      
intended  to  minimize   conflicts  between  the  General  Partner  and 
its                                                                             
Affiliates  on the one hand  and the  Limited  Partners  on the  other. 
See                                                                             
"SUMMARY OF THE PARTNERSHIP AGREEMENT" and "CONFLICTS OF INTEREST."     

Fiduciary Responsibility                                                        

The General Partner will act as fiduciary to the Partnership.  However, 
the                                                                             
Partnership will be obligated to provide certain  indemnities to the    
General                                                                         
Partner, and, as detailed under "CONFLICTS OF INTEREST," the General    
Partner                                                                         
will be  permitted  to  engage  in  certain  activities  that may       
involve a                                                                       
conflict of interest.                                                   

Other Offerings by the General Partner and its Affiliates                       

The General  Partner has  sponsored,  and is currently  managing,  six  
other                                                                           
public leasing  programs with objectives  similar to that of the        
Partnership                                                                     
and certain  Affiliates have sponsored and are managing fourteen        
non-public                                                                      
programs with different investment objectives.  (See "OTHER OFFERINGS BY
THE                                                                             
GENERAL PARTNER AND ITS AFFILIATES" for more detailed information       
concerning                                                                      
the Prior Public Programs (ICON Cash Flow Partners,  L.P.,  Series A    
through                                                                         
Series E and ICON Cash Flow Partners L.P. Six, all of which are         
hereinafter                                                                     
collectively  referred to as the  "Recent  Public  Programs")  and the  
Prior                                                                           
Performance  Tables included in Exhibit B to this Prospectus for tabular
and                                                                             
statistical data concerning the Prior Public Programs.                  

Management; Financial Statements of the General Partner and of the Partnership  

The sole  General  Partner  of the  Partnership  is ICON  Capital       
Corp.,  a                                                                       
Connecticut corporation located at 600 Mamaroneck Avenue, Harrison, New 
York                                                                            
10528 (telephone 914-698-0600),  which is also the Partnership's address
and                                                                             
 telephone number. The General Partner will manage and control the affairs
of                                                                              
the  Partnership.  See  "MANAGEMENT"  for a description  of the officers
and                                                                             
other  key  personnel  who will be  responsible  for the  management  of
the                                                                             
Partnership's business.                                                 

The financial  statements of the General  Partner and of the Partnership
are                                                                             
located in the Prospectus under the caption "FINANCIAL STATEMENTS."     

Investment Objectives and Policies                                              

The  Partnership  intends to acquire and lease  various  types of       
Equipment,                                                                      
primarily within the United States,  to businesses which the General    
Partner                                                                         
 determines are Creditworthy.  The Partnership will also provide financing
to                                                                              
these same types of businesses  secured by tangible and intangible      
personal                                                                        
property and other or additional  collateral  located  primarily  within
the                                                                             
United  States which the General  Partner  determines  to be  sufficient
in                                                                              
amounts and types to provide  adequate  security  for the current and   
future                                                                          
obligations  of  such  borrowers.   The  General   Partner   estimates  
that                                                                            
approximately  one-third  of Net  Offering  Proceeds  will  be  invested
in                                                                              
Financing  Transactions  and Leases which produce  portfolio income     
although                                                                        
 the General Partner may determine,  in its sole discretion,  to invest up
to                                                                              
 one-half of the  Partnership's  funds in Financing  Transactions  as well
as                                                                              
Leases or other  transactions which produce portfolio income if, in its 
sole                                                                            
discretion,  it believes such Investments to be in the best interests of
the                                                                             
Partnership.  For the purposes of this Prospectus,  the term            
"Creditworthy"                                                                  
means, when used with respect to a prospective  Lessee or User, that (1)
the                                                                             
Credit Committee of the General Partner has made the  determination,  in
its                                                                             
reasonable business judgment, after review of financial, credit,        
operational                                                                     
 and other  information  concerning  such Lessee or User,  that such party
is                                                                              
currently  able,  and is expected to  continue  throughout  the term of 
such                                                                            
transaction  to be able, to meet its  obligations  to the  Partnership  
in a                                                                            
timely  and  complete  manner,  (2) the Lease or  Financing  Transaction
is                                                                              
adequately  secured  by  equipment  and/or  other or  additional        
collateral                                                                      
obtained,  directly or indirectly,  from such Lessee or User (or a      
guarantor                                                                       
or other party) and (3) the Lessee or User has satisfied  substantially 
the                                                                             
other  criteria  established  by the Credit  Committee as a condition to
the                                                                             
Partnership's  investment  in such  Lease  or  Financing  Transaction.  
(See                                                                            
"INVESTMENT  OBJECTIVES  AND  POLICIES--Credit   Review  Procedures"    
for  a                                                                          
discussion of the  procedures  used by the General  Partner to determine
the                                                                             
Creditworthiness of potential Lessees and Users).                       

The terms of the Partnership's Leases are expected to range from two to 
five                                                                            
years.  Each such  investment  is expected to provide for  aggregate,   
basic                                                                           
contractual  payments  (rents in the case of Leases and debt  service in
the                                                                             
case of Financing  Transactions) which return the Partnership's cost of 
such                                                                            
Investments  (including  Front-End Fees),  together with investment     
income.                                                                         
After its initial  term,  each Lease will be expected to produce        
additional                                                                      
  investment income from the re-lease and/or ultimate sale of the Equipment.

The Partnership's overall investment objectives are to:                 

(1)  achieve sale of the Maximum Offering in an orderly manner;         

(2) promptly apply Net Offering Proceeds, together with the principal   
amount                                                                          
of any Indebtedness,  permitted to be incurred to acquire  Investments  
which                                                                           
are as broadly  diversified  by collateral  type,  lessee/user  industry
and                                                                             
geographic  location  as is possible in  accordance  with the           
Partnership's                                                                   
investment  objectives  and policies  described  herein and the         
Partnership                                                                     
Agreement;                                                              

(3)  arrange  for  financing  of  substantially  all  contractual       
revenues                                                                        
receivable   for  such   Investments   which  are  not  needed  for     
current                                                                         
distributions and operation expenses;                                   

(4) make  monthly cash  distributions  in an amount equal to the "First 
Cash                                                                            
Distributions"  to each of its Limited  Partners  from Cash From        
Operations                                                                      
throughout  the period which ends five  (minimum) to eight  (maximum)   
years                                                                           
after the  Partnership's  Final  Closing  (the  "Reinvestment  Period") 
see                                                                             
"INVESTMENT OBJECTIVES AND POLICIES--Cash Distributions to              
Partners--Monthly                                                               
Cash   Distributions"   and  "--First  Cash  Distributions  to  the     
Limited                                                                         
Partners";                                                              

(5) re-invest all (a) excess financing  proceeds and (b) undistributed  
Cash                                                                            
From  Operations  and Cash From Sales in additional  Investments  during
the                                                                             
Reinvestment  Period  to  continuously  increase  the  total  amount  of
the                                                                             
Partnership's revenue-generating Investments (see "INVESTMENT OBJECTIVES
AND                                                                             
POLICIES--Reinvestment of Undistributed Cash in Additional Equipment,   
Leases                                                                          
and Financing Transactions"); and                                       

(6) sell or  otherwise  transfer  the  Partnership's  Investments  and  
other                                                                           
assets in an orderly  manner and  thereafter to  distribute  Cash From  
Sales                                                                           
thereof to the Partners within  approximately  six (6) to thirty (30)   
months                                                                          
after the end of the Reinvestment Period.                               

See  "INVESTMENT  OBJECTIVES AND POLICIES" for a detailed  discussion of
(a)                                                                             
the Partnership's  proposed  Investments under  "--Acquisition  Policies
and                                                                             
Procedures,"   "--Leases  and  Lessees,"   "--Financing   Transactions" 
and                                                                             
 "--Portfolio  Acquisitions"  in such section;  (b) the credit criteria to
be                                                                              
 employed by the  General  Partner's  Credit  Committee  and credit  staff
in                                                                              
evaluating  businesses  for  proposed  Investments  under  "--Credit    
Review                                                                          
 Procedures"  in such section and (c) the nature and source (e.g.  capital
or                                                                              
investment  increase) of cash  distributions  to be made to Limited     
Partners                                                                        
under "--Monthly Cash Distributions" in such section.                   

Not less than  74.0% of the  Gross  Offering  Proceeds  will be used to 
make                                                                            
investments in Equipment,  Leases and Financing  Transactions           
(collectively                                                                   
"Investments") on behalf of the Partnership (assuming that the          
Partnership's                                                                   
initial  Investments  are  acquired  using a maximum of 80%  leverage)  
(see                                                                            
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED  INDEBTEDNESS")  and 
1.0%                                                                            
of Gross Offering  Proceeds will be initially set aside in a working    
capital                                                                         
reserve.  If one  assumed  that  individual  investors  (1)  could      
purchase                                                                        
 Investments  with  the same  average  yield  as the  Partnership  is able
to                                                                              
achieve,  (2) could  arrange  financing on the same terms and (3) could 
make                                                                            
 such  acquisitions  without  paying any transfer taxes or fees to brokers
or                                                                              
attorneys to locate, negotiate and document such transactions (each of  
which                                                                           
assumptions the General Partner believes to be unlikely), then an       
investor's                                                                      
 return from a direct ownership of leases and financing transactions would
be                                                                              
greater than the return from an investment in the Partnership.  In      
addition,                                                                       
if one  assumed  that an investor  would  incur no expenses in (1)      
managing                                                                        
Investments  (e.g.  billing and  collecting  rents,  corresponding  with
the                                                                             
Lessees,  insurers  and others,  administering  sales,  use and property
tax                                                                             
collections,  accounting and remittances to appropriate taxing          
authorities,                                                                    
etc.) and (2)  re-marketing  the Equipment  (both of which  assumptions 
the                                                                             
General Partner also believes to be unlikely),  then such investor's    
annual                                                                          
 share of gross revenues could be said to be reduced in direct  proportion
to                                                                              
the fees payable to the General Partner for performing such services.   

Federal Income Tax Considerations                                               

See  "FEDERAL  INCOME TAX  CONSEQUENCES"  for a  discussion  of         
significant                                                                     
federal income tax issues  pertinent to the  Partnership.  Such Section 
also                                                                            
contains a description  of the legal opinion  regarding  federal  income
tax                                                                             
matters that the Partnership will receive, which together with such     
opinion,                                                                        
 addresses the material federal income tax issues which are expected to be
of                                                                              
relevance  to U.S.  taxpayers  who are  individuals.  Other  tax  issues
of                                                                              
relevance to other taxpayers should be reviewed carefully by such       
investors,                                                                      
 prior to their  subscription,  to determine  special tax  consequences of
an                                                                              
investment to the Partnership.                                          

The  Partnership has obtained an opinion from Whitman Breed Abbott &    
Morgan,                                                                         
Tax  Counsel  to  the  General   Partner,   concerning   the            
Partnership's                                                                   
classification  as a partnership  for federal  income tax purposes.  See
"--                                                                             
Classification  as a  Partnership."  The  opinion  states  further  that
the                                                                             
summaries of federal income tax consequences to individual  holders of  
Units                                                                           
 and to certain tax-exempt entities,  including qualified plans, set forth
in                                                                              
this Prospectus under the headings "RISK FACTORS--Federal  Income Tax   
Risks"                                                                          
and "FEDERAL INCOME TAX  CONSEQUENCES"  and "INVESTMENT BY QUALIFIED    
PLANS"                                                                          
have been  reviewed by Tax Counsel  and that,  to the extent such       
summaries                                                                       
contain  statements  or  conclusions  of law, Tax Counsel are of the    
opinion                                                                         
that such statements or conclusions  are correct under the Internal     
Revenue                                                                         
Code, as presently in effect,  and applicable  current and proposed     
Treasury                                                                        
Regulations,  current  published  administrative  positions  of the     
Service                                                                         
contained in Revenue Rulings and Revenue Procedures and judicial        
decisions.                                                                      

Capitalization                                                                  

The section of this Prospectus entitled "CAPITALIZATION" details, in    
tabular                                                                         
form,  the  Partnership's  current  and  projected   capitalization,    
after                                                                           
deduction  of Sales  Commissions,  Underwriting  Fees and the O & O     
Expense                                                                         
Allowance.                                                              

Summary of Partnership Agreement                                                

The  Partnership  Agreement  governs  the  relationship  between the    
Limited                                                                         
Partners and the General  Partner.  Investors  should be particularly   
aware                                                                           
that under the Partnership Agreement:                                   

(1)  they will have limited voting rights;                              

(2) their Units will not be freely transferable,  and, even if          
transferable,                                                                   
can probably only be sold at a substantial discount; and                

(3) the fiduciary duty owed by the General  Partner to the Limited      
Partners                                                                        
has been  modified in  recognition  of its  sponsorship  of the Prior   
Public                                                                          
Programs  so as  to  avoid  conflicts  in  fiduciary  standards  that   
would                                                                           
otherwise apply to the sponsor of only one investment program.          

See "SUMMARY OF THE  PARTNERSHIP  AGREEMENT,"  "TRANSFER OF UNITS,"  "REPORTS   
TO                                                                              
LIMITED PARTNERS" and "FIDUCIARY RESPONSIBILITY" for further details.           

Transfer of Units                                                               

The  transfer  of  Units  is  subject  to  restrictions   contained  in 
the                                                                             
Partnership  Agreement  which are  primarily  intended  to avoid  having
the                                                                             
Partnership be treated as a "publicly traded partnership" and thereby   
become                                                                          
subject  to   taxation   as  a   corporation   (see   "FEDERAL   INCOME 
TAX                                                                             
 CONSEQUENCES--Publicly  Traded Partnerships" at Pages 61-62). As a result
of                                                                              
 such limitations,  however, it is possible that a Limited Partner wishing
to                                                                              
transfer Units might not be able to do so if the aggregate  transfer    
limits                                                                          
 of the  Partnership  had been  reached for such year.  See the  "TRANSFER
OF                                                                              
 UNITS" section of the Prospectus  discusses the  restrictions on transfer
of                                                                              
Units in greater detail.                                                

Fiscal Year                                                                     

The fiscal year of the Partnership will end on December 31.             

Glossary of Terms                                                               

 For definitions of certain terms used in this Prospectus,  see Section 17
of                                                                              
the Partnership Agreement included as Exhibit A to this Prospectus.     

RISK FACTORS  

The purchase of Units may be considered  speculative  and subject to    
certain                                                                         
risks.  In  addition  to the factors  set forth  elsewhere  in this             
Prospectus,                                                                     
prospective investors should consider the following:                            

Operating Risks                                                                 

General.  The Partnership will engage in the businesses of equipment    
leasing                                                                         
and secured financing, which entail certain economic and other risks,           
including,                                                                      
but not  limited  to, the  following:  the risk of  physical  deterioration,    
or                                                                              
technological  obsolescence  of some types of Equipment that the Partnership    
may                                                                             
lease or  finance;  risks  related to the  Creditworthiness  of Lessees  and    
the                                                                             
possibility of Lessee or User  defaults;  fluctuations  in general  business    
and                                                                             
economic  conditions;  and the adoption of legislation  or regulations  that    
may                                                                             
affect the cost,  manner of  operations,  and  titling  and  registration       
(when                                                                           
necessary),  of certain of its assets.  Many of the foregoing  risks are        
outside                                                                         
the control of the Partnership  and may adversely  affect its operating costs   
or                                                                              
revenues,  or the amounts  actually  realizable by it. Certain of such risks    
are                                                                             
discussed below.                                                                

Partnership and Investment Risks                                                

 Certain of the Prior Public Programs with Investment  Objectives  Similar
to                                                                              
the Partnership  have  experienced  unexpected  losses.  As discussed in        
greater                                                                         
detail in the  "OTHER  OFFERINGS  BY THE  GENERAL  PARTNER  AND ITS             
AFFILIATES"                                                                     
Section of this  Prospectus  at Pages 39-41 and as shown on TABLE III,  three   
of                                                                              
the early Prior Public  Programs  experienced  losses in 1991-1992 which were   
in                                                                              
excess of such Programs' respective  provisions or reserves for such losses.    
The                                                                             
primary  cause of such  losses  in each case was the  bankruptcy  of one or     
more                                                                            
lessees of such Programs.  A secondary cause in the case of one of such         
Programs                                                                        
was the rapid  obsolescence  of equipment  subject to an operating  lease due   
to                                                                              
withdrawal of software support by the manufacturer after it had been acquired   
by                                                                              
a  competitor  and its  product  line  and  product  support  terminated  by    
the                                                                             
acquiring company.  In the case of the largest two of such bankruptcies,  it    
has                                                                             
been reported in the press that each of the bankrupt  companies  had            
materially                                                                      
overstated their inventories and profits in their financial  statements prior   
to                                                                              
bankruptcy.  While the  Partnership  will use its diligent  business  efforts   
to                                                                              
avoid and  minimize  losses  and to  establish  reserves  for  losses  which    
are                                                                             
adequate and prudent,  there can be no assurance that losses of the             
Partnership                                                                     
will not exceed  such  reserves  due to  conditions  beyond  the  control of    
the                                                                             
General Partner.  If the Partnership  were to incur any such excess losses,     
the                                                                             
amounts otherwise  distributable as a return of, and a return on, capital to    
the                                                                             
Limited Partners, would be reduced in the absence of offsetting investment      
gains                                                                           
or cost savings by the Partnership.                                             

Equipment and Lessees Unspecified. Because the Equipment to be purchased
and                                                                             
the Leases and  Financing  Transactions  to be entered into or acquired have    
not                                                                             
been determined as of the date of this Prospectus, the General Partner will     
have                                                                            
complete  discretion in investing the Net Offering Proceeds from the sale of    
the                                                                             
Units and proceeds  from  Partnership  Indebtedness  within the limits set      
forth                                                                           
under the caption "INVESTMENT OBJECTIVES AND POLICIES." In addition, because    
the                                                                             
Partnership's  Investments  have  not  been  specified,  no one can  predict    
if                                                                              
investors  will receive  distributions  sufficient  to return  their            
investment                                                                      
and/or an investment return thereon.                                            

Investments in "New/Unused," "Seasoned" and "Used/Remarketed" Equipment.
The                                                                             
General  Partner also has  discretion  to invest the Net  Offering  Proceeds    
and                                                                             
Indebtedness in "new/unused," "seasoned" and/or  "used/remarketed"  Equipment   
in                                                                              
any  proportion.   See  "INVESTMENT   OBJECTIVES  AND   POLICIES--General"      
and                                                                             
"--Equipment").  Purchasers of Units must  therefore rely solely on the         
judgment                                                                        
and ability of the executive officers of the General Partner with respect to    
the                                                                             
selection of lessees,  the purchase of Equipment,  incurring  Indebtedness,     
the                                                                             
negotiation  of the  terms of  purchases  of  Equipment,  Leases  and           
Financing                                                                       
Transactions and other aspects of the  Partnership's  business and affairs.     
The                                                                             
General Partner expects that a substantial portion, of at least 50%, and as     
much                                                                            
as 75%,  of all its  Equipment  may  from  time to time  consist  of            
"seasoned"                                                                      
Equipment  (i.e.  Equipment  which is  acquired  by the  Partnership  during    
and                                                                             
subject to the initial (or original) Lease of such Equipment,  that at least    
25%                                                                             
of its Equipment will consist of "New/unused Equipment" and that 0 to 25% of    
its                                                                             
Equipment might consist of  "Used/Remarketed  Equipment" (i.e.  Equipment in    
its                                                                             
second  lease).  The major  risk  associated  with  purchase  of  "Seasoned"    
or                                                                              
"Used/Remarketed"  Equipment is that the user has not maintained  such          
Equipment                                                                       
in strict compliance with the terms of its lease of such Equipment.  It will    
not                                                                             
usually be  cost-effective  for the  Partnership  to  inspect  each item of     
such                                                                            
Equipment prior to its acquisition.  Instead, the General Partner will seek,    
and                                                                             
expects that it will be able in  substantially  all  instances to obtain for    
the                                                                             
Partnership,  representations  from  the  sellers  of all  Equipment,           
including                                                                       
"seasoned" and "used" Equipment as well as from the users of such Equipment     
that                                                                            
such  Equipment  has  been  maintained  in  compliance  with  the  terms  of    
the                                                                             
applicable leases,  that neither the seller, as lessor, nor the User, as        
lessee,                                                                         
is in violation of any material  terms of such Leases and that the  Equipment   
is                                                                              
in good  operating  condition  and  repair and the user has no  defenses  to,   
or                                                                              
offsets against, rents payable with respect to such Equipment as a result of    
the                                                                             
condition of the Equipment. The Partnership would have rights against the       
seller                                                                          
or user of such  "seasoned"  or "used"  Equipment  or both for any losses of    
the                                                                             
Partnership arising from their breach of such representations.                  

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Investment  Delay.  Delay  may be  expected  between  the  time an      
investor                                                                        
purchases Units in the  Partnership and the time the Net Offering  Proceeds     
from                                                                            
such sales are invested in Investments.  As a result, a corresponding  delay    
may                                                                             
occur  in the  receipt  of  benefits  from  cost  recovery  deductions  from    
the                                                                             
Equipment.  However,  the Partnership  Agreement  requires that all Net         
Offering                                                                        
Proceeds  from the sale of the Units,  after  deduction  of Front-End  Fees,    
be                                                                              
invested,  or  committed  to  investment,   in  Equipment,   Leases,            
Financing                                                                       
Transactions and Reserves (not exceeding 3% of Gross Offering Proceeds),        
within                                                                          
24 months from the  Effective  Date of the  Offering  (or,  if later,  within   
12                                                                              
months of receipt of such Net Offering Proceeds). All such Net Offering         
Proceeds                                                                        
which are not so invested or committed to investment shall be distributed to    
the                                                                             
Limited  Partners,  on a pro rata basis, as a return of capital without         
interest                                                                        
and without reduction for Sales Commissions, Underwriting Fees and O & O        
Expense                                                                         
Allowance related to such uninvested Capital Contributions.                     

Investment  Portfolio  Composition.  There  can  be no  assurance  as to
the                                                                             
ultimate composition of the Partnership's actual Investment portfolio,  as      
there                                                                           
is no  way of  anticipating  what  types  of  Equipment,  Leases  and           
Financing                                                                       
Transactions  will be available on reasonable terms at the times the            
Partnership                                                                     
is ready to invest its funds.  The General  Partner  may vary the               
Partnership's                                                                   
Investment  portfolio and may invest a  substantial  portion of the Net         
Offering                                                                        
Proceeds and Cash From  Operations  and/or Cash From Sales in types of          
equipment                                                                       
and  financing  transactions  other  than  those  described  under  the         
caption                                                                         
"INVESTMENT  OBJECTIVES AND POLICIES" or may invest in Financing Transactions   
to                                                                              
a greater degree than currently anticipated. (The General Partner estimates     
that                                                                            
approximately  one-third of Net Offering  Proceeds will be invested in          
Financing                                                                       
Transactions  and Leases which  produce  portfolio  income  although the        
General                                                                         
Partner may determine,  in its sole discretion,  to invest up to one-half of    
the                                                                             
Partnership's  funds  in  Financing  Transactions  as well as  Leases  or       
other                                                                           
transactions  which  produce  portfolio  income if, in its sole  discretion,    
it                                                                              
believes such Investments to be in the best interests of the Partnership.)      
Also,                                                                           
to the extent that less than the maximum  number of Units are sold, it is       
likely                                                                          
that  the  Partnership  would  not be able to  achieve  as  great  a  degree    
of                                                                              
diversification  in its portfolio of  Investments as would be possible with     
more                                                                            
capital to invest.                                                              

Residual Value of Equipment. Each investor's ultimate investment return 
from                                                                            
the  Partnership  will  depend,   in  part,  upon  the  residual  value  of     
the                                                                             
Partnership's  Equipment at the time of its sale or re-lease. The residual      
value                                                                           
of the  Equipment  will  depend  upon many  factors  beyond  the  control of    
the                                                                             
Partnership,  including  the cost of similar new  equipment at the time of      
sale,                                                                           
technological obsolescence, supply of and demand for such equipment,            
competitive                                                                     
factors  and  general  economic  conditions.   See  "INVESTMENT  OBJECTIVES     
AND                                                                             
POLICIES--Acquisition Policies and Procedures."                                 

A Lack of  Diversification  of Investments  Would Result if only the    
Minimum                                                                         
Offering  were  Raised.  The  Partnership  may  begin  operations  with         
minimum                                                                         
capitalization  of  approximately  $1,038,000  (after payment of estimated      
Sales                                                                           
Commissions,  Underwriting  Fees and O & O Expense  Allowance  totaling 13.5%   
or                                                                              
$162,000 of Gross Offering Proceeds) or $1,134,000  (assuming the Partnership   
is                                                                              
successful  in  obtaining  Commission  Loans in an  amount  equal  to the       
Sales                                                                           
Commissions  payable by the  Partnership).  The  ability of the  Partnership    
to                                                                              
diversify its Investments and its profitability  could be adversely  affected   
by                                                                              
the amount of funds at its disposal.  See "SOURCES AND USES OF OFFERING         
PROCEEDS                                                                        
AND RELATED INDEBTEDNESS" and "CAPITALIZATION."                                 

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Management of the  Partnership;  Limited Voting Rights of Limited       
Partners.                                                                       
All  decisions  with respect to  management  of the  Partnership,  including    
the                                                                             
determination  as to which  Equipment  the  Partnership  will  acquire and      
which                                                                           
Leases and Financing  Transactions  it will enter into or acquire,  will be     
made                                                                            
exclusively by the General Partner.  The success of the Partnership,  to a      
large                                                                           
extent, will depend on the quality of its management, particularly as it        
relates                                                                         
to  acquisition of Equipment and Financing  Transactions  and the re-leasing    
and                                                                             
disposition of its Equipment. Limited Partners are not permitted to take part   
in                                                                              
the management of the  Partnership  or the  establishment  of the               
Partnership's                                                                   
investment objectives or policies.  Accordingly,  potential investors should    
not                                                                             
purchase  Units unless they are willing to entrust all aspects of the           
management                                                                      
of the Partnership to the General Partner. See "MANAGEMENT."                    

Generally speaking, only extraordinary matters, such as a proposed      
amendment                                                                       
to the  Partnership  Agreement,  are  required to be  submitted  for vote of    
the                                                                             
Limited Partners. For any matter submitted for vote of the Limited Partners,    
the                                                                             
Consent of the Majority Interest (more than 50% of the Partnership Interests)   
is                                                                              
required for approval.  The Partnership  Agreement  provides that in            
determining                                                                     
the requisite  percentage of Interests  necessary for a vote  concerning (i)    
the                                                                             
removal of the Sponsor as General  Partner or (ii) any  transaction  between    
the                                                                             
Sponsor  and the  Program,  any  Interests  owned by the  Sponsor  shall  not   
be                                                                              
included.                                                                       

 Leveraged  Investment--Increased  Risk of Loss. The  Partnership  expects
to                                                                              
acquire a portion of its Investments for cash consideration and to acquire      
other                                                                           
Investments (particularly those with investment-grade Lessees and Users)        
subject                                                                         
to existing (primarily  non-recourse)  indebtedness.  As an essential element   
of                                                                              
its  acquisition and  operational  strategy,  the General Partner intends to    
use                                                                             
additional  borrowings (or "leverage") from banks or other unaffiliated         
lenders                                                                         
(which is  expected  to be  recourse  debt as to a discrete  "pool" of Leases   
or                                                                              
other  receivables  in excess of those  needed for  current  cash  expenses     
and                                                                             
distributions) to acquire additional  Investments and generate  additional      
Gross                                                                           
Revenues for the Partnership.  Such pooled-asset  loans are commonly referred   
to                                                                              
as "securitizations."  The General Partner expects that, from the time the      
Gross                                                                           
Offering  Proceeds  are  fully  invested  in  Investments,  until the end of    
the                                                                             
Reinvestment  Period,  at least  50% but no more  than 80% of the               
Partnership's                                                                   
aggregate  cost of its  Investments  will  have  been  supplied  by             
Partnership                                                                     
borrowings and existing  indebtedness.  The ability of the Partnership to       
borrow                                                                          
and obtain  favorable  interest rates and other terms will depend in part on    
the                                                                             
magnitude of financeable  assets which the Partnership owns at any point in     
time                                                                            
and other factors such as the general  availability of investors willing to     
lend                                                                            
money at any point in time. To the extent that the Partnership  uses            
borrowings,                                                                     
the interest  rates paid by it on such  borrowings may be higher than those     
paid                                                                            
by certain  leasing  companies which may be able to borrow money at lesser      
rates                                                                           
of  interest.  As a result,  the  Partnership  may be required to charge        
higher                                                                          
payments under its Leases and Financing  Transactions than would be charged     
by a                                                                            
competitor  with a lower  cost of  borrowing  in order to  achieve a            
comparable                                                                      
return  on its  Investments.  Accordingly,  the  Partnership  may  operate      
at a                                                                            
competitive  disadvantage  relative to certain other  lessors and  financiers   
of                                                                              
Equipment.                                                                      

Furthermore,  such borrowings may be secured by a lien on some or all of
the                                                                             
Partnership's  Equipment,  Leases and/or Financing Transactions and the         
payments                                                                        
due  thereunder.  Although  the use of  borrowings  permits the  Partnership    
to                                                                              
acquire a  greater  number  and  variety  of  Investments,  borrowings  may     
also                                                                            
increase the  Partnership's  risk of loss. For example,  if a Lessee defaults   
in                                                                              
the payment of rentals or royalties due under a Lease which has been assigned   
to                                                                              
a lender,  and if the Partnership is unable either (a) to re-lease or           
re-license                                                                      
such Equipment upon rental terms comparable to those under the original Lease   
or                                                                              
(b) is unable to pay the debt it has  incurred,  the lender  could  foreclose   
on                                                                              
such  Equipment  and the  Partnership  could  suffer  a loss  of its            
investment                                                                      
therein.                                                                        

It is also possible that the Partnership may, on occasion, find it      
necessary                                                                       
to borrow funds for use in operations  (for example to repair damaged           
Equipment                                                                       
where Reserves and Cash From Operations are not sufficient to cover such        
costs).                                                                         
There  can be no  assurance  that,  if the  need  to  borrow  funds  for  use   
in                                                                              
operations were to develop, financing would be available, or if available,      
would                                                                           
be on terms satisfactory to the Partnership.                                    

Risks Associated with Lessee or User Default.  If a Lessee or User      
defaulted                                                                       
on  its  payment  obligations  under  a  Lease  or  Financing  Transaction,     
the                                                                             
Partnership  would need to foreclose on the  Equipment  and/or other            
collateral                                                                      
securing such  transaction  (which might include  guaranties,  security and     
time                                                                            
deposits,  manufacturer or vendor guaranties or re-purchase  covenants).  If    
the                                                                             
Partnership  were then unable to sell or re-lease  the  foreclosed  Equipment   
or                                                                              
collateral or were unable to repossess such Equipment or collateral  promptly   
or                                                                              
at all, the Partnership might realize a significant loss of anticipated         
revenues                                                                        
that may  result  in the  inability  of the  Partnership  to  recover  fully    
its                                                                             
investment in such Lease or Financing Transaction.                              

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In the Early  Partnership  Years Investors Will be Subject to Federal   
Income                                                                          
Taxation  on  Amounts  that are a Return of  Capital  Under  Generally          
Accepted                                                                        
Accounting  Principles.  The  Partnership  is required to prepare its           
financial                                                                       
statements  and  quarterly  and  annual  financial  reports to  investors       
using                                                                           
generally  accepted  accounting  principles  ("GAAP"),  and is also  required   
to                                                                              
follow the Internal Revenue Code of 1986, as amended (the "Code") to compute    
its                                                                             
taxable income and deductible  expenses.  There are many differences between    
the                                                                             
timing,  amounts and deductibility of items under GAAP and the Code. As a       
result                                                                          
of  such   differences,   a  higher   proportion  of  investors'   monthly      
cash                                                                            
distributions  during  the  early  (particularly  the  first  two)  years of    
the                                                                             
Partnership will be a return of investors'  capital  contributions  for GAAP    
(or                                                                             
"book")  reporting  purposes  than  for tax  reporting  purposes.               
Consequently,                                                                   
investors  should  be  aware  that,  as  a  result,  there  may  be             
substantial                                                                     
differences each year between net income determined on a GAAP basis, as         
reported                                                                        
to investors  periodically,  and the taxable income on which  investors will    
pay                                                                             
taxes pursuant to the Code.                                                     

A Substantial Portion of the Cash Distributions of the Prior Public     
Programs                                                                        
has been a Return of Capital.  A substantial  portion of  distributions  made   
to                                                                              
date by the  Prior  Public  Programs  has been a return  of  investors'         
capital                                                                         
contributions.  See  Table  III of the Prior  Performance  Tables  for the      
Prior                                                                           
Public Programs which appear as Exhibit B to this  Prospectus.  Subscribers     
will                                                                            
not acquire any  ownership  interest in any Prior Public  Program and should    
not                                                                             
assume  that  they  will  experience  investment  results  or  returns,  if     
any,                                                                            
comparable to those  experienced  by investors in any such Prior Public         
Program                                                                         
(notwithstanding the similarity in investment objectives and intended           
operations                                                                      
of such Programs and the Partnership) or that the prior  performance of any     
such                                                                            
Prior Public  Program  indicates the future  results of operations of such      
Prior                                                                           
Public Program.                                                                 

Rate of Limited Partner Cash  Distributions Not Fixed;  Return on       
Investment                                                                      
Not Determinable.  While it is the Partnership's  objective to make monthly     
cash                                                                            
distributions  from net cash flows from  operations,  the  General  Partner     
may                                                                             
determine it is in the best interest of the Partnership to change the           
proportion                                                                      
of such cash flows which are distributed to the Limited  Partners and           
reinvested                                                                      
in additional  Investments.  In addition,  until all cash distributions from    
the                                                                             
operations of the Partnership and from sale of all its assets has been          
completed                                                                       
the level of an investor's  return on investment,  if any, cannot be            
determined.                                                                     
There is no assurance  that  investors will achieve any specified rate of       
return                                                                          
on their  respective  capital  contributions  to the  Partnership  and the      
total                                                                           
return on capital of the  Partnership  can only be determined at the            
termination                                                                     
of the  Partnership  after  all  residual  cash  flows  (proceeds  from sale    
and                                                                             
re-leasing of equipment  after the initial and any  subsequent  lease terms     
have                                                                            
expired) have been realized.                                                    

Lack of a Secondary Market for Units; Restricted Transferability.  The  
Units                                                                           
are limited  partnership  interests.  In order to avoid treatment as a          
"publicly                                                                       
traded  partnership,"  the Code and  regulations  promulgated  thereunder by    
the                                                                             
Department of the Treasury of the United States impose severe limitations on    
the                                                                             
ability of the General  Partner or the Partnership to create or participate     
in a                                                                            
"secondary  market"  for  Units.  As a result of the  foregoing,  only a        
limited                                                                         
market for limited partnership  interests,  such as Units, currently exists.    
The                                                                             
ability of an owner of Units to sell or  otherwise  transfer  such Units        
(other                                                                          
than at a substantial  discount) is extremely limited.  As a result, an         
investor                                                                        
must view an investment in the Partnership as a long-term, illiquid             
investment.                                                                     
See "TRANSFER OF UNITS."                                                        

Redemption Price for Units Not Equal to Capital Account Balance.        
Commencing                                                                      
with the second full  quarter  following  the Final  Closing  Date,  any        
Limited                                                                         
Partner  (other  than any  Affiliated  Limited  Partner)  may  request  that    
the                                                                             
Partnership  redeem up to 100% of the Units held by such  Limited  Partner.     
The                                                                             
Partnership is under no obligation to do so. The redemption price payable in    
the                                                                             
event the General Partner determines in its sole discretion to redeem such      
Units                                                                           
has been unilaterally set. Such redemption price initially  approximates the    
Net                                                                             
Offering  Proceeds  realized by the Partnership from Capital  Contributions     
of a                                                                            
Limited Partner on the date of his admission to the Partnership  after          
deduction                                                                       
of Front-End Fees and has a maximum value equal to the Capital  Account         
balance                                                                         
of such Limited  Partner as of the end of the quarter  preceding the            
redemption,                                                                     
reduced by cash  distributions  for the calendar quarter in which the           
redemption                                                                      
occurs.  See "TRANSFER OF UNITS--Limited  Right of Presentment for Redemption   
of                                                                              
Units." However,  during the term of the  Partnership,  the redemption price    
may                                                                             
have no direct  relationship to a Limited  Partner's Capital Account at the     
time                                                                            
of a redemption.                                                                

  Conflicts  of  Interest.  The  Partnership  will  be  subject  to  various
conflicts of interest  arising out of its  relationship to the General Partner  
and its  Affiliates  which may arise  during the life of the  Partnership--see  
the "CONFLICTS OF INTEREST"  Section at Pages 31-35 of this  Prospectus.  Such  
conflicts may include:                                                          

o the lack of arm's length negotiations in determining compensation;    

o competition with other leasing  programs  sponsored by the General    
Partner                                                                         
   or its  Affiliates  for  the  acquisition,  lease,  financing  or  sale
of                                                                              
Equipment and for management services;                              

o since  the  General  Partner  is,  as  a  general  rule,  liable  for 
the                                                                             
  Partnership's liabilities which exceed its assets, the General Partner
may                                                                             
  have a conflict of interest in determining  when to allocate cash flow
for                                                                             
distribution  to the  Limited  Partners  or to the  Partnership's   
Reserve                                                                         
Account;                                                            

  o in joint ventures,  a conflict may arise in determining when and whether
to dispose of any jointly owned investments;                        

o the timing and amounts of Acquisition Fees paid to the General Partner
are                                                                             
 based upon the total  purchase  price of all  Equipment  inclusive of
debt                                                                            
 and, thus, are increased (subject to a ceiling on the total amount of
such                                                                            
 fees)  if  a  greater  percent  of  debt  is  employed  in  acquiring
the                                                                             
Partnership's Investments.                                          

o any Units sold through ICON  Securities  Corp.  because of its        
affiliation                                                                     
 with the  General  Partner,  will not have  the  benefit  of a review
and                                                                             
investigation  by an  independent  securities  firm in the  capacity
of a                                                                            
dealer-manager.                                                     

o in acting as the Tax Matters Partner under the  Partnership  Agreement
for                                                                             
purposes of dealing with the Internal Revenue Service  ("Service"), 
there                                                                           
 can be no assurance that any decisions made by the General Partner in
such                                                                            
  its capacity as Tax Matters  Partner  will be in the best  interest of
any                                                                             
specific Limited Partner given his or her specific tax situation.   

Certain  of such  conflicts  are  affected  by (i) the  fiduciary  duty that    
the                                                                             
General  Partner  owes to the Limited  Partners  and by (ii)  provisions  of    
the                                                                             
Partnership  Agreement  which are  intended  to minimize  conflicts  between    
the                                                                             
General  Partner and its Affiliates on the one hand and the Limited  Partners   
on                                                                              
the  other.  See  "SUMMARY  OF THE  PARTNERSHIP  AGREEMENT"  and  "CONFLICTS    
OF                                                                              
INTEREST."                                                                      

Participation  of  a  Securities  Sales  Affiliate  in  this  Offering. 
The                                                                             
Dealer-Manager  is an  Affiliate  of  the  General  Partner.  As a  result,     
the                                                                             
information  provided in this  Prospectus  will not have the benefit of a       
review                                                                          
and  investigation  by an  independent  securities  firm  in the  capacity      
of a                                                                            
dealer-manager.                                                                 

General  Partner Not Employed by Partnership  Exclusively.  The         
Partnership                                                                     
will not employ its own full-time officers,  directors or employees. The        
General                                                                         
Partner will supervise and control the business affairs of the Partnership.     
The                                                                             
Partnership  will contract with the General Partner to manage the               
Partnership's                                                                   
Investments.  The officers and  employees of the General  Partner will devote   
to                                                                              
the  Partnership's  affairs  only such time as may be  reasonably  necessary    
to                                                                              
conduct its business. See "MANAGEMENT."                                         

The Equipment Leasing and Financing  Businesses are Highly Competitive. 
The                                                                             
equipment  leasing  and  financing  businesses  are highly  competitive  and    
the                                                                             
Partnership   will  be  competing   with  many   established   entities         
having                                                                          
substantially  greater financial  resources than the Partnership.  Many of      
these                                                                           
entities have greater  experience in said businesses  than the General          
Partner.                                                                        
See, however, "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES."      

Risks of Joint Ventures.  The Partnership  Agreement permits the        
Partnership                                                                     
to invest in Joint  Ventures  with  other  limited  partnerships  or            
investment                                                                      
programs sponsored by the General Partner and its Affiliates as well as         
programs                                                                        
sponsored  by  non-Affiliates.  The maximum  amount of the  Partnership's       
Gross                                                                           
Offering  Proceeds  which may be so invested is equal to the  smallest of 25%   
of                                                                              
(a) the  Maximum  Offering,  (b) the sum of (i) the  cumulative  Gross          
Offering                                                                        
Proceeds  raised as of the closing  date of such  investment  and (ii) the      
Gross                                                                           
Offering Proceeds which the General Partner reasonably estimates the            
Partnership                                                                     
will raise from such date to the  Termination  Date or (c) the cumulative       
Gross                                                                           
Offering  Proceeds raised as of the  Termination  Date. Such Joint Ventures     
will                                                                            
have substantially  identical investments  objectives to the Partnership.       
Joint                                                                           
Ventures  will not permit the  Partnership  indirectly  to engage in            
activities                                                                      
which it cannot  directly  engage in as sole owner of any  Investment  under    
the                                                                             
terms  of  the   Partnership   Agreement.   See   "INVESTMENT   OBJECTIVES      
AND                                                                             
POLICIES--Other  Investments."  Investing in Joint Ventures rather than a       
direct                                                                          
investment in equipment or financing transactions may, under some               
circumstances,                                                                  
involve  additional risks,  including risks associated with the possibility     
that                                                                            
the Partnership's  co-investors  might become bankrupt or that such             
co-investors                                                                    
may have economic or business interests or goals which are inconsistent with    
the                                                                             
business interests or goals of the Partnership.  Among other things,  actions   
by                                                                              
such a co-investor  might have the result of  subjecting  equipment or          
financing                                                                       
transactions  owned by the  Joint  Venture  to  liabilities  in  excess of      
those                                                                           
contemplated by the Partnership or might have other adverse consequences for    
the                                                                             
Partnership.  Inasmuch as, in certain cases, no one Person may control the      
Joint                                                                           
Venture,  there will be a potential  risk of impasse on  decisions,             
including a                                                                     
proposed sale or other transfer of any equipment or financing transaction,      
and,                                                                            
although  it is  anticipated  that the  Partnership  shall have a right of      
first                                                                           
refusal with respect to the purchase of any equipment or financing              
transactions                                                                    
held by such Joint Venture,  the  Partnership may not have the resources to     
make                                                                            
such purchase. See "CONFLICTS OF INTEREST--Joint Ventures."                     

Uninsured  Losses.  The  Partnership's  Leases  and  the  documentation 
for                                                                             
Financing  Transactions will generally require Lessees and Users to arrange,    
at                                                                              
their  expense,  for  comprehensive  insurance  (including  fire,  liability    
and                                                                             
extended  coverage)  and to  assume  the  risk of loss of the  Equipment  or    
the                                                                             
collateral  securing  the  Leases  and  Financing  Transactions,  whether or    
not                                                                             
insured. When the Lessee or User is not required to provide such insurance,     
the                                                                             
Partnership will provide it at its own expense. However, there are certain      
types                                                                           
of  losses  (generally  of a  catastrophic  nature  such as those  due to war   
or                                                                              
earthquakes) which are either uninsurable or not economically insurable.        
Should                                                                          
such a disaster  occur with  respect to  Equipment  or  collateral  securing    
the                                                                             
Leases and Financing  Transactions and, in connection  therewith,  the Lessee   
or                                                                              
User is unable to honor its payment obligations,  the Partnership could         
suffer a                                                                        
loss of capital  invested  in, and a loss of any profits  and related  cash     
flow                                                                            
which might be anticipated from, such Investments.                              

Risk of Loss of  Equipment  Registration.  Aircraft  and marine  vessels
are                                                                             
subject to certain  registration  requirements.  Registration  with the         
Federal                                                                         
Aviation  Administration  ("FAA") may be required for the  operation of         
aircraft                                                                        
within the United  States.  Similarly,  certain types of marine  vessels must   
be                                                                              
registered prior to operation in the waterways of the United States.  Failure   
to                                                                              
register  or loss of such  registration  for  aircraft or marine  vessels       
could                                                                           
result in  substantial  penalties,  the premature sale of such Equipment and    
the                                                                             
inability to operate and lease the  Equipment.  See  "INVESTMENT  OBJECTIVES    
AND                                                                             
POLICIES--Equipment--Equipment Registration."                                   

Equipment  Leases May be Subject to Usury Laws.  Equipment  Leases have,
on                                                                              
occasion, been held by the courts to be loan transactions subject to state      
usury                                                                           
laws. It is expected that all of the Financing  Transactions  will be treated   
as                                                                              
loan transactions. The Partnership intends to structure its Leases and          
Financing                                                                       
Transactions so as to avoid application of the usury laws of the states in      
which                                                                           
it will conduct its  operations.  However,  there can be no  assurance  that    
the                                                                             
Partnership will be successful in doing so.                                     

Liability of Limited Partners for Certain Distributions. A Limited      
Partner's                                                                       
personal liability for obligations of the Partnership  generally will be        
limited                                                                         
under  the  Delaware  Act  to the  amount  of  such  Limited  Partner's         
Capital                                                                         
Contribution.  Under the Delaware Act, a Limited Partner may be liable to       
return                                                                          
to the Partnership  any amount  distributed for a period of three years from    
the                                                                             
date of such  distribution  if such  distribution  causes the liabilities of    
the                                                                             
Partnership (other than Partnership  liabilities to Partners on account of      
their                                                                           
partnership  interests and non-recourse debt) to exceed the fair market value   
of                                                                              
the assets of the  Partnership in the event the Limited  Partner knew such      
facts                                                                           
at the time of such distribution.                                               

Limited  Liability  Not  Clearly  Established.   The  Partnership  has  
been                                                                            
organized  under the Delaware Act,  which is modeled  after the Uniform         
Limited                                                                         
Partnership  Act. The  Partnership  Agreement  provides for Limited  Partners   
to                                                                              
exercise  certain rights relative to the internal affairs or organization of    
the                                                                             
Partnership (such as, for example, a right to vote on the removal of the        
General                                                                         
Partner or to  terminate  the  Partnership).  Under  Delaware  law,  neither    
the                                                                             
existence nor the exercise of such rights will cause the Limited  Partners to   
be                                                                              
deemed to be taking part in the control of the Partnership's business.          
However,                                                                        
all states have not adopted the Uniform Limited Partnership Act. As a result,   
it                                                                              
is not possible to be certain that the courts of every state would conclude     
that                                                                            
the Limited Partners were entitled to limited liability under all               
circumstances.                                                                  
Therefore,  a risk  exists as to  whether  the  exercise  (or  perhaps  even    
the                                                                             
existence) of the Limited Partners' voting or other rights under the            
Partnership                                                                     
Agreement might provide the basis for a court to hold that the Limited          
Partners                                                                        
are not entitled to the limitation of liability which the Partnership           
Agreement                                                                       
provides.                                                                       

 Subscription  Payments.  In general,  subscription  payments  may be held
in                                                                              
escrow for up to 12 months following the Effective Date before being returned   
if                                                                              
the Minimum Offering is not sold within such period. The subscription payment   
of                                                                              
each  Pennsylvania  investor may be held for up to 120 days period before       
either                                                                          
such  subscriber  is admitted to the  Partnership  as a Limited  Partner (in    
the                                                                             
event that aggregate subscriptions of $5,000,000 of Units have been received    
for                                                                             
Units) or rescission  offered to such subscriber.  If $5,000,000 of Units is    
not                                                                             
received by the end of the 120 day period in which such investor's              
subscription                                                                    
was received,  then such  subscriber  will be offered the opportunity to        
rescind                                                                         
his  subscription  and, in addition,  if  $5,000,000  of  subscriptions  are    
not                                                                             
received within one year of the effective date of this Program in               
Pennsylvania,                                                                   
any subscription from a Pennsylvania  resident then being held in escrow will   
be                                                                              
promptly  returned  to  them  with  interest  earned  thereon.  While  any      
such                                                                            
subscriber's funds are held in escrow, such investor will be deprived of the    
use                                                                             
of such funds  although such funds will accrue  interest  during such period    
for                                                                             
the benefit of such investor.                                                   

Federal Income Tax Risks and ERISA Matters.  Although certain federal income    
tax                                                                             
aspects may be important in analyzing  the  attractiveness  of an  investment   
in                                                                              
Partnership  Units,  prospective  investors  in the  Partnership  should make   
an                                                                              
investment  based  primarily  on  economic  rather than tax  factors.  While    
the                                                                             
Partnership has obtained an opinion of Tax Counsel as to various tax matters    
and                                                                             
Tax Counsel has reviewed the "FEDERAL INCOME TAX  CONSEQUENCES"  Section of     
this                                                                            
Prospectus  for  accuracy,  that  opinion and such review is limited  largely   
to                                                                              
those  tax  matters   believed  to  be  material  to  an  individual            
taxpayer.                                                                       
Furthermore,  such tax opinion is subject to certain assumptions  concerning    
the                                                                             
future operations of the Partnership  (which may vary from such assumptions)    
and                                                                             
is not binding on the Internal Revenue Service (the "Service").  In addition,   
no                                                                              
ruling has been or will be sought  from the  Service on any  federal  income    
tax                                                                             
issue.  Because of such  facts and  because  each  investor's  other  income    
and                                                                             
expenses may materially  affect the tax  consequences of an investment in       
Units,                                                                          
there can be no assurance that the tax consequences described in this           
Prospectus                                                                      
will be obtained by every  investor.  Prospective  investors and their          
advisors                                                                        
should,   therefore,   not  only  carefully   review  the  "FEDERAL  INCOME     
TAX                                                                             
CONSEQUENCES" Section of this Prospectus, but should also carefully review      
their                                                                           
own particular circumstances.                                                   

Federal Tax Considerations in General.  No ruling has been obtained from
the                                                                             
Service  with  respect  to any of the  tax  considerations  associated  with    
an                                                                              
investment in the Partnership. Many of the tax consequences described herein    
are                                                                             
unclear because of the passage in recent years of major tax  legislation,       
which                                                                           
has not been  interpreted  through  Treasury  Regulations  and court            
decisions.                                                                      
Availability  of the tax  benefits  described  herein may be  challenged  by    
the                                                                             
Service upon audit of any tax return of the  Partnership.  Any adjustment to    
any                                                                             
tax  return of the  Partnership  as a result of an audit  could  also  result   
in                                                                              
adjustments to the income tax returns of the Limited Partners,  and might       
result                                                                          
in an examination of such returns for items unrelated to the Partnership,  or   
an                                                                              
examination  of such returns for prior  years.  Moreover,  the Limited          
Partners                                                                        
could incur  substantial  legal and  accounting  costs in contesting any        
Service                                                                         
challenge, regardless of the outcome.                                           

Partnership   Status.   The  Service  may  successfully   contend  that 
the                                                                             
Partnership   should  be  treated  as  a  corporation  or  a  "publicly         
traded                                                                          
partnership"  ("PTP") which is treated as a corporation  for federal  income    
tax                                                                             
purposes rather than as a partnership.  In such event,  substantially all of    
the                                                                             
possible  tax  benefits  (primarily   non-taxation  of  the  Partnership        
and  a                                                                          
pass-through  to  investors  of all income and losses) of an  investment  in    
the                                                                             
Partnership     could    be    eliminated.     See    "FEDERAL     INCOME       
TAX                                                                             
CONSEQUENCES--Classification   as  a   Partnership"   and   "--Publicly         
Traded                                                                          
Partnerships." If the Partnership were treated as a PTP or as a corporation,    
the                                                                             
following  results would occur: (a) losses realized by the Partnership would    
not                                                                             
pass through to Partners, (b) the Partnership would be taxed at income tax      
rates                                                                           
applicable  to  corporations,  and (c)  distributions  to the Partners  would   
be                                                                              
taxable to them as  dividend  income to the extent of  current  and             
accumulated                                                                     
earnings and profits.  In order to minimize the possibility of PTP treatment    
for                                                                             
the  Partnership,   Section  10  of  the  Partnership   Agreement  provides     
for                                                                             
restrictions on transfers of Units by incorporating  certain "safe harbor"      
tests                                                                           
specified by the Service in Notice 88-75.                                       

Tax Treatment of Leases as Sales or Financings. Although the General    
Partner                                                                         
expects to structure  each Lease so that the  Partnership  will be treated,     
for                                                                             
federal  income tax purposes,  as the owner and lessor of the  Equipment,  it   
is                                                                              
possible that the Service may challenge some or all of the Partnership's        
Leases                                                                          
and assert  that they are  properly  characterized  as sales or  financings     
for                                                                             
federal tax purposes.  Such treatment  would result in the loss of cost         
recovery                                                                        
deductions  by the  Partnership  with respect to the  Equipment  subject to     
such                                                                            
Leases. See "FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of the Leases."     

Tax  Liability  From  Operations  And Sales or Other  Dispositions.  The
tax                                                                             
liability of Partners may materially  exceed net income for financial           
reporting                                                                       
purposes.  The General  Partner  expects that taxable  income for each year     
will                                                                            
generally,  if not always,  be less than cash  distributions  for the same      
year.                                                                           
However,  the sale or other  disposition of a Unit or  Partnership  property    
may                                                                             
result in Limited Partners realizing federal income tax liabilities which       
exceed                                                                          
the amount of cash (if any) realized from such sale or other disposition.       

Limitations on the Deduction of Losses. The ability of individuals,     
trusts,                                                                         
estates,   personal  service   corporations   and  certain  other               
closely-held                                                                    
corporations  to deduct losses  generated by the  Partnership  is limited to    
the                                                                             
amounts such  investors  have "at risk" in the  activity,  i.e.,  generally     
the                                                                             
amount  paid for  their  Units  plus any  profit  allocations,  reduced  by     
loss                                                                            
allocations  and  distributions.  Additionally,  such  investors  are subject   
to                                                                              
restriction on the  deductibility  of losses  attributable  to certain          
"passive                                                                        
activities".  The Partnership's operations will constitute a "passive           
activity".                                                                      
Such  investors  can only use  "passive  losses" to offset  "passive  income"   
in                                                                              
calculating tax liability.  See "FEDERAL INCOME TAX                             
CONSEQUENCES--Deductibility                                                     
of Losses: Passive Losses, Tax Basis and --'At Risk' Limitations."              

Allocation of Profits and Losses.  Allocations  of Profits or Losses    
between                                                                         
the General Partner and Limited Partners might be successfully challenged by    
the                                                                             
Service  if they did not have  substantial  economic  effect or were not made   
in                                                                              
accordance  with the  "interests"  of the  Partners.  If such a  challenge      
were                                                                            
upheld,  taxable income and loss might be reallocated,  resulting in the        
Limited                                                                         
Partners being allocated more taxable income or less loss than that allocated   
to                                                                              
them under the Partnership Agreement. To avoid such a challenge, the            
Partnership                                                                     
Agreement  includes  provisions  regarding  "special  allocations" and          
"curative                                                                       
allocations" to comply with the applicable  requirements of Treasury            
Regulations                                                                     
curative tax allocations.  See "FEDERAL INCOME TAX  CONSEQUENCES--Allocations   
of                                                                              
Profits and Losses."                                                            

Unrelated Business Income.  Investors which are entities  customarily   
exempt                                                                          
from  federal  income  taxation on their  income,  such as  qualified           
corporate                                                                       
pension, profit sharing and stock bonus plans, including Keogh Plans            
("Qualified                                                                     
Plans"),  IRAs and  certain  charitable  and other  organizations  described    
in                                                                              
Section 501(c) of the Code, are nevertheless subject to "unrelated business     
tax"                                                                            
under the Code on "unrelated  business taxable income"  ("UBTI").  Such         
entities                                                                        
are required to file federal income tax returns if they have total UBTI from    
all                                                                             
sources in excess of $1,000 per year.  Partnership  leasing  income and         
certain                                                                         
other  Partnership  income  will  generally  constitute  UBTI  taxable  to      
such                                                                            
entities.  See "FEDERAL INCOME TAX  CONSEQUENCES--Taxation  of Employee         
Benefit                                                                         
Plans and Other Tax-Exempt Organizations."                                      

Equitable  Owner of Properties.  The Partnership and Joint Ventures in  
which                                                                           
it invests  will be  entitled to cost  recovery,  depreciation  or              
amortization                                                                    
deductions  with respect to their  properties  only if they are considered to   
be                                                                              
the equitable  owners of the  Partnership's  properties  for federal  income    
tax                                                                             
purposes.  The  determination  of who is the  equitable  owner  is based on     
many                                                                            
factors.  If the  Partnership  were deemed not to be the equitable  owner of    
its                                                                             
Equipment  and other  properties,  it would not be  entitled  to cost           
recovery,                                                                       
depreciation  or  amortization  deductions,  and the  character  of             
Partnership                                                                     
leasing  income  might be deemed to the  non-passive.  See  "FEDERAL  INCOME    
TAX                                                                             
CONSEQUENCES--Cost Recovery."                                                   

  Foreign  Investors.  Foreign  investors  should be aware that  income from
the  Partnership  will be  subject to federal  income  tax  withholding.  Such  
investors  may also be  required  to file  federal  income  tax  returns.  See  
"FEDERAL INCOME TAX CONSEQUENCES -- Foreign Investors."                         

Additional Taxes and Reporting Obligations. Limited Partners may be     
required                                                                        
to pay various taxes in connection with an investment in the  Partnership,      
such                                                                            
as the alternative  minimum tax ("AMT").  Each Limited Partner is expected to   
be                                                                              
allocated a ratable share of "tax  preference  items" and the  operations of    
the                                                                             
Partnership may give rise to other adjustments which could increase a           
particular                                                                      
investor's  AMT. AMT is treated in the same manner as the regular income tax    
for                                                                             
purposes   of   payment   of   estimated   taxes.   See   "FEDERAL   INCOME     
TAX                                                                             
CONSEQUENCES--Alternative Minimum Tax."                                         

 Limited  Partners may also be subject to state and local  taxation,  such
as                                                                              
income,  franchise  or  personal  property  taxes in the state in which they    
are                                                                             
domiciled, as a result of their Partnership investment. The Partnership's use   
of                                                                              
Equipment outside the United States (which is not presently  contemplated)      
might                                                                           
also subject the Partnership or Limited  Partners to income or other taxation   
in                                                                              
foreign countries.                                                              

ERISA Risks. Under certain circumstances, ERISA and the Code, as        
interpreted                                                                     
by the  Department of Labor,  will apply a  "look-through"  rule under which    
the                                                                             
assets  of an  entity  in  which a  Qualified  Plan or IRA  has  made an        
equity                                                                          
investment  may  constitute  "plan  assets."  Under  certain  circumstances,    
an                                                                              
investment in Units may not be an appropriate  investment for Qualified Plans   
or                                                                              
IRAs due to such  interpretations.  Fiduciaries of Qualified  Plans and IRAs,   
in                                                                              
consultation  with their advisors,  should  carefully  consider:  (1) whether   
an                                                                              
investment in Units is consistent with their fiduciary  responsibilities and    
(2)                                                                             
the effect of the possible  treatment of assets if the Partnership's            
underlying                                                                      
assets are treated as "plan assets." See "INVESTMENT BY QUALIFIED PLANS."       

THE  FOREGOING  IS A SUMMARY  OF THE  SIGNIFICANT  FEDERAL  INCOME TAX  
RISKS                                                                           
RELATING TO A PURCHASE OF UNITS AND THE FORMATION AND PROPOSED OPERATIONS OF    
THE                                                                             
PARTNERSHIP.  THE RISKS DESCRIBED ABOVE AND THE OTHER SIGNIFICANT FEDERAL       
INCOME                                                                          
TAX  CONSEQUENCES  RELATING TO THE  PURCHASE OF UNITS ARE FURTHER  DESCRIBED    
IN                                                                              
"FEDERAL INCOME TAX CONSEQUENCES."                                              

VARIOUS TAX RULES INCLUDING,  WITHOUT  LIMITATION,  STATE, LOCAL AND    
FOREIGN                                                                         
TAXES, THE ALTERNATIVE  MINIMUM TAX, THE 'AT-RISK,'  PASSIVE LOSS AND           
INVESTMENT                                                                      
INTEREST  LIMITATIONS,  AND THE UNRELATED  BUSINESS INCOME TAX RULES PRODUCE    
TAX                                                                             
EFFECTS  THAT CAN VARY BASED ON A LIMITED  PARTNER'S  PARTICULAR                
CIRCUMSTANCES.                                                                  
THEREFORE,  PROSPECTIVE  LIMITED  PARTNERS  ARE URGED TO  CONSULT  THEIR OWN    
TAX                                                                             
ADVISORS AS TO THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN UNITS.           

SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS  

The following  tables set forth the General  Partner's  best estimate of
the                                                                             
use of the  Gross  Offering  Proceeds  from  the  sale of the  Minimum          
Offering                                                                        
($1,200,000)  and the Maximum Offering  ($100,000,000).  Because the            
Partnership                                                                     
has not made any acquisitions,  certain of the amounts below cannot be          
precisely                                                                       
calculated at the present time and may vary  substantially from these           
estimates.                                                                      
As shown below,  it is projected that 74.0% of Gross  Offering  Proceeds will   
be                                                                              
used to make investments in Equipment and Financing  Transactions  (assuming    
80%                                                                             
leverage). See footnote 7 to the following table.                               

                    Minimum Offering    Maximum Offering
               Dollar             Dollar
                          Amount   %(1)      Amount       %(1)

Gross Offerings Proceeds (2)   $1,200,000  100.00%  $100,000,000   100.00%      
Expenses:                                                                       
Sales Commissions (3)             (96,000)  (8.00%)   (8,000,000)   (8.00%)     
Underwriting Fees (4)             (24,000)  (2.00%)   (2,000,000)   (2.00%)     
O&O Expense Allowance (5)         (42,000)  (3.50%)   (3,500,000)   (3.50%)     
Public Offering Expenses         (162,000) (13.50%)  (13,500,000)  (13.50%)     

Reserves (6)                      (12,000)  (1.00%)   (1,000,000)   (1.00%)     
                          --------    -------   ------------------
Gross Offering Proceeds Available                                               
for Investment                 1,026,000   85.50%    85,500,000    85.50%     

Acquisition Fees (attributable to                                               
Offering Proceeds and                                                         
Borrowings)(7)                  (138,000) (11.50%) (11,500,000)   (11.50%)    
                       ---------   --------   --------------------

Gross Offering Proceeds Used                                                    
to Make Investments             $888,000   74.00%  $74,000,000    74.00%      
                     =========    ======    ==================

(1) All  percentages  shown in the table above are percentages of Gross         
Offering                                                                        
Proceeds.                                                               

(2) Does not include  $1,000 in cash  contributed  by both the Original         
Limited                                                                         
Partner and the General Partner to the Partnership at time of its       
formation.                                                                      
Upon the Initial Closing of the  Partnership,  the Original  Limited    
Partner                                                                         
will withdraw from the  Partnership  and his capital  contribution of   
$1,000                                                                          
will be refunded.                                                       

(3) The Partnership will pay to participating  broker-dealers a Sales           
Commission                                                                      
of $8.00 per Unit sold (8% of Gross Offering Proceeds), subject to      
reduction                                                                       
in the case of sales qualifying for Volume  Discounts,  except that no  
Sales                                                                           
Commission  will be paid in  respect  of Units  sold to  Affiliated     
Limited                                                                         
Partners.   The  General  Partner  expects  that   substantially  all   
Sales                                                                           
Commissions will be paid to unaffiliated Selling Dealers.  Sales        
Commissions                                                                     
 are Front-End Fees regardless of whether paid by the Partnership directly
or                                                                              
with proceeds of Commission Loans (if any).                             

(4) The Partnership  will pay the  Dealer-Manager  an Underwriting  Fee equal   
to                                                                              
$2.00 for each Unit sold (2.0% of Gross Offering  Proceeds) for managing
the                                                                             
Offering of Units and to  reimburse,  on a  non-accountable  basis,  for
the                                                                             
wholesaling fees and expenses of the Sponsor.                           

(5) The Partnership will pay the General Partner or the Dealer-Manager or       
both a                                                                          
total amount equal to 3.5% of the Gross  Offering  Proceeds  ($3.50 per 
Unit                                                                            
for  all  Units  sold)  as an O & O  Expense  Allowance.  The O & O     
Expense                                                                         
Allowance  will be paid on a  non-accountable  basis,  which means that 
such                                                                            
compensation  may be less  than,  or  greater  than,  the  actual  costs
and                                                                             
expenses  paid  by  the  General  Partner  and  the  Dealer-Manager  in 
(a)                                                                             
organizing  the  Partnership  and offering Units for sale (which may    
include                                                                         
advertising and promotional  expenses  incurred in preparing the        
Partnership                                                                     
for registration and subsequently offering and distributing the Units to
the                                                                             
public--the  "Organizational  and Offering  Expenses") and (b) bona fide
due                                                                             
diligence  fees and expenses  actually  incurred by the  Dealer-Manager 
and                                                                             
prospective  Selling  Dealers.  Such due  diligence  fees and  expenses 
are                                                                             
 limited to an  aggregate  amount not to exceed the lesser of (a) one-half
of                                                                              
1% of  Gross  Offering  Proceeds  or (b)  the  amount  permitted  to be 
paid                                                                            
pursuant to  Appendix F to Article  III of the NASD Rules of Fair       
Practice.                                                                       
The  General  Partner  has agreed in the  Partnership  Agreement  to pay
all                                                                             
Organizational and Offering Expenses in excess of 3.5% of the Gross     
Offering                                                                        
Proceeds, in the aggregate,  without recourse to, or reimbursement from,
the                                                                             
Partnership.  See "PLAN OF  DISTRIBUTION"  and  "SUMMARY OF THE         
PARTNERSHIP                                                                     
AGREEMENT."                                                             

(6) The Partnership intends to establish an initial Reserve equal to 1% of      
Gross                                                                           
Offering Proceeds, which will be maintained and used for insurance,     
certain                                                                         
repairs, replacements and miscellaneous contingencies.                  

(7) The amounts and  percentages  shown represent the maximum  Acquisition      
Fees                                                                            
which are payable from Gross Offering Proceeds (assuming  indebtedness  
equal                                                                           
to the maximum  possible  leverage of 80% of the purchase price of      
Equipment                                                                       
is employed).  The amounts and percentage  shown are computed by        
multiplying                                                                     
3.0% by the total purchase price of Investments  purchased with both    
Capital                                                                         
Contributions  and with  borrowings  and the  result is then  reduced to
the                                                                             
 amounts and  percentages  shown on the foregoing  chart because the total
of                                                                              
all  Acquisition  Fees cannot exceed 11.5% of Gross Offering  Proceeds  
under                                                                           
the provisions of the Partnership Agreement and the NASAA Guidelines.   

SUMMARY OF COMPENSATION   

The  following  table  discloses in summary  fashion the forms and      
estimated                                                                       
amounts of all  compensation  or  distributions  which may be paid,  directly   
or                                                                              
indirectly,  by the Partnership to the General Partner and its Affiliates.      
Some                                                                            
of such  compensation will be paid regardless of the success or profitability   
of                                                                              
the Partnership's  operations.  The following compensation was not determined   
by                                                                              
arm's-length negotiations.                                                      

The General  Partner  directly  controls  when  Acquisition  Fees (which
are                                                                             
payable only upon the  Partnership's  taking title to Investments)  are paid.   
In                                                                              
addition,  the General Partner directly  controls the amount of Acquisition     
Fees                                                                            
(subject to overall  limitations  on all  Front-End  Fees) through the amount   
of                                                                              
borrowings it uses to acquire  Investments  (which directly affects the         
Purchase                                                                        
Price and  Acquisition  Fees  payable for the  Partnership's  Investments).     
The                                                                             
General Partner has  subordinated  the timing of its receipt of Management      
Fees,                                                                           
Subordinated  Remarketing  Fees and its increased shares of Cash From           
Operations                                                                      
and Cash From Sales to the  receipt by the  Limited  Partners  of certain       
total                                                                           
amounts of cash  distributions  (as disclosed below).  Notwithstanding  the     
fact                                                                            
that  some of the  compensation  disclosed  below  may vary in  amount  from    
the                                                                             
amounts  projected,  the total amounts of  compensation  payable to all         
Persons,                                                                        
including  the General  Partner,  is limited by  provisions  of the             
Partnership                                                                     
Agreement  and the  requirements  of (a) the  NASAA  Guidelines,  which         
include                                                                         
specific maximum sponsor  compensation and minimum use of proceeds              
requirements                                                                    
and (b) the NASD's Rules of Fair Practice (which limit selling compensation).   

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                                          Organization and Offering Stage     

                                                                              
                                                                              

Form  of  (and  Entity   Receiving)       Method of                           
Compensation                   Estimated Dollar Amount                        
Compensation                                                                  

Underwriting  Fees  (payable  to ICON     2.0%  ($2.00  per Unit) of the      
Gross     A minimum of $24,000 if the  Minimum                                
Securities         Corp.,         the     Offering Proceeds on all Units      
sold.     Offering  of  12,000  Units  is sold                                
"Dealer-Manager")                                                             
and a maximum of  $2,000,000  if the                                          

Maximum                                                                       

Offering                                                                      

of                                                                            

1,000,000                                                                     

Units                                                                         

is                                                                            

sold.                                                                         

Sales  Commissions  (expected  to  be     8.0%  ($8.00  per Unit) of the      
Gross     Not determinable at this time.                                      
paid  primarily  to  Selling  Dealers     Offering   Proceeds   of  all  Units
with a de minimis amount  expected to     sold,   except  for  Units  sold    
to     If all  Units  sold  were sold by o                                    
be paid to ICON Securities Corp.          Affiliated  Limited Partners,       
which     the    Dealer-Manager    (which   is                                
                                          shall  be  sold  on a net  of       
Sales     actually  expected to sell only a de                                
                                          Commission  basis,  and except      
that     minimis   number  of   Units),   the                                 
                                          the   amount  of  Sales             
Commission     maximum amount of Sales  Commissions                           
                                          shall be reduced  by any            
applicable     that   the   Dealer-Manager    could                           
                                          volume                              
discount.                         receive  would  be  $96,000  if  the        

Minimum                                                                       

Offering                                                                      

of                                                                            

12,000                                                                        

Units                                                                         

is                                                                            

sold                                                                          

and                                                                           

$8,000,000                                                                    

if                                                                            

the                                                                           

Maximum                                                                       

Offering                                                                      

of                                                                            

1,000,000                                                                     

Units                                                                         

is                                                                            

sold,                                                                         

in                                                                            

each                                                                          

case                                                                          

calculated                                                                    

without                                                                       

giving                                                                        

effect                                                                        

to                                                                            

possible                                                                      

Volume                                                                        

Discounts                                                                     

or                                                                            

reduction                                                                     

of                                                                            

such                                                                          

Sales                                                                         

Commissions                                                                   

not                                                                           

payable                                                                       

for                                                                           

Units                                                                         

purchased                                                                     

by                                                                            

Affiliated                                                                    

Limited Partners, if any.                                                     

O & O  Expense  Allowance  (payable  to A total  amount  equal to 3.5%        
($3.50 A                                                                      
minimum of $42,000 if the Minimum ICON Capital Corp.,  the "General per Unit) 
of                                                                            
the  Gross  Offering  Offering  of  12,000  Units  is  sold  Partner",   or   
the                                                                           
Dealer-Manager,  or Proceeds for each Unit sold,  and a maximum of $3,500,000 
if                                                                            
the both,  for  Organizational  and whether the General  Partner  and/or      
Maximum                                                                       
Offering of 1,000,000 Units Offering Expenses) the Dealer-Manager incur is    
sold.                                                                         
                                          Organizational  and Offering        
Expenses                                                                      
                                          in a greater or lesser amount than  
the                                                                           
                                          O & O Expense  Allowance.  The      
General                                                                       
                                          Partner has agreed in the           
Partnership                                                                   
                                          Agreement to pay actual             
Organizational                                                                
                                          and   Offering   Expenses   for     
this                                                                          
                                          Offering to the extent  such        
expenses                                                                      
                                          exceed the O & O Expense Allowance. 

                                          The  General   Partner   will  pay  
or                                                                            
                                          advance  the bona  fide due         
diligence                                                                     
                                          fees    and     expenses     of     
the                                                                           
                                          Dealer-Manager    and    actual     
and                                                                           
                                          prospective Selling Dealers on a    
fully                                                                         
                                          accountable  basis from such        
Allowance                                                                     
                                          up  to,  but  not  in  excess,  of  
the                                                                           
                                          lesser of the maximum  amount       
payable                                                                       
                                          under the NASD Rules of Fair        
Practice,                                                                     
                                          or  1/2  of  1%  of   Gross         
Offering                                                                      
                                          Proceeds.                           

                                                 Operational Stage            

Acquisition   Fee  (payable  to  ICON     3.0% of (A) the purchase  price     
paid     The  total of all  Acquisition  Fees                                 
Capital Corp.)                            by the Partnership to the seller    
of      paid to the  General  Partner and to                                  
                                          each item of Equipment  acquired    
and     any other  persons  over the life of                                  
                                          (B)  the  principal  amount  of     
each     the Partnership  will not exceed the                                 
                                          Financing  Transaction  entered     
into     lesser of (a) 15% of Gross  Offering                                 
                                          by the                              
Partnership(1).                   Proceeds.or (b) an aggregate  amount        

which,     together    with    other                                          

Front-End  Fees, does not exceed the                                          

maximum  amount  of  Front-End  Fees                                          

allowable under Section  IV.C.2.  of                                          

the NASAA Guidelines.                                                         

If                                                                            

(a)                                                                           

80%                                                                           

of                                                                            

the                                                                           

Purchase                                                                      

Price                                                                         

of                                                                            

all                                                                           

Investments                                                                   

consists,                                                                     

on                                                                            

average,                                                                      

of                                                                            

other                                                                         

borrowed                                                                      

funds(1)                                                                      

and                                                                           

(b)                                                                           

Commission                                                                    

Loans                                                                         

in                                                                            

the                                                                           

maximum                                                                       

amount                                                                        

(8%                                                                           

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds)                                                                     

are                                                                           

obtained,                                                                     

then                                                                          

Acquisition                                                                   

Fees                                                                          

equal                                                                         

to                                                                            

2.49%                                                                         

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds(2)                                                                   

would                                                                         

be                                                                            

paid                                                                          

from                                                                          

such                                                                          

Proceeds                                                                      

and                                                                           

Acquisition                                                                   

Fees                                                                          

equal                                                                         

to                                                                            

9.01%                                                                         

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

would                                                                         

be                                                                            

attributable                                                                  

to                                                                            

borrowed                                                                      

funds                                                                         

(0.23%                                                                        

to                                                                            

Commission                                                                    

Loans                                                                         

and                                                                           

8.78%                                                                         

to                                                                            

other                                                                         

borrowings).                                                                  


(1) Total  Acquisition  Fees paid from all  sources is limited to an  
amount                                                                          
equal  to the  lesser  of (a)  15.0%  of  Gross  Offering  Proceeds  or (b)     
the                                                                             
difference  between (i) the maximum  Front-end  Fees  allowable  under the      
NASAA                                                                           
Guidelines  and  (ii)  all  other  Front-End  Fees  (i.e.,   Sales              
Commissions,                                                                    
Underwriting  Fees and the O & O Expense  Allowance,  which total 13.5% of      
Gross                                                                           
Offering Proceeds).  Pursuant to the NASAA Guideline, the maximum Front-end     
Fees                                                                            
which the Partnership  may pay is 20% of Gross Offering  Proceeds (if no debt   
is                                                                              
employed by the  Partnership  to acquire its  Investments)  which  percentage   
is                                                                              
increased by .0625% for each 1% of  indebtedness  (up to a maximum of 80% of    
the                                                                             
cost  of  the  Partnership's  Investments)  so  utilized.  As a  result,  if    
the                                                                             
Partnership utilized  indebtedness equal to 80% of the cost of the              
Partnership's                                                                   
Investments,  the Partnership would be able to pay total Front-end Fees equal   
to                                                                              
25% of Gross Offering Proceeds and Acquisition Fees would be limited to 11.5%   
of                                                                              
Gross Offering  Proceeds.  (2) Acquisition Fees are calculated as follows:      
3.0%                                                                            
times Gross Offering  Proceeds  (100.0%)  minus the total of the  percentages   
of                                                                              
Gross Offering  Proceeds used for (a) Front-End Fees other than Acquisition     
Fees                                                                            
(13.5%) and (b) Reserves (1.0%),  which yields an amount equal to 85.5% of      
Gross                                                                           
Offering Proceeds, divided by the purchase price for Investments (expressed     
as a                                                                            
percentage)  inclusive of the Acquisition Fee (103%). (That is, 3.0% X          
(100.0% -                                                                       
14.5%) / 103% = 2.49%).  Front-End Fees other than Acquisition Fees payable     
from                                                                            
Gross Offering  Proceeds include (a) Sales  Commissions (8.0% of such           
proceeds),                                                                      
(b)  Underwriting  Fees  (2.0%  of such  proceeds)  and  (c)  the O & O         
Expense                                                                         
Allowance (3.5% of such proceeds).  (Percentages are rounded up to next 0.01%   
in                                                                              
computing  Acquisition Fees in this Section and in the Section entitled         
"SOURCES                                                                        
AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS" Section).               

                                                                [Download Table]
                                                                              

If                                                                            

(a)                                                                           

80%                                                                           

of                                                                            

the                                                                           

purchase                                                                      

price                                                                         

of                                                                            

all                                                                           

Investments,                                                                  

on                                                                            

average,                                                                      

consists                                                                      

of                                                                            

borrowed                                                                      

funds                                                                         

and                                                                           

(b)                                                                           

no                                                                            

Commission                                                                    

Loans                                                                         

are                                                                           

obtained,                                                                     

then                                                                          

Acquisition                                                                   

Fees                                                                          

equal                                                                         

to                                                                            

2.49%                                                                         

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

would                                                                         

be                                                                            

paid                                                                          

from                                                                          

such                                                                          

Proceeds                                                                      

and                                                                           

Acquisition                                                                   

Fees                                                                          

equal                                                                         

to                                                                            

9.01%                                                                         

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

would                                                                         

be                                                                            

attributable                                                                  

to                                                                            

borrowed                                                                      

funds.                                                                        

Under                                                                         

both                                                                          

such                                                                          

assumptions,                                                                  

total                                                                         

Acquisition                                                                   

Fees                                                                          

would                                                                         

equal                                                                         

11.5%                                                                         

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

(or                                                                           

$138,000                                                                      

if                                                                            

the                                                                           

Minimum                                                                       

Offering                                                                      

of                                                                            

12,000                                                                        

Units                                                                         

is                                                                            

sold                                                                          

and                                                                           

$11,500,000                                                                   

if                                                                            

the                                                                           

Maximum                                                                       

Offering                                                                      

of                                                                            

1,000,000                                                                     

Units                                                                         

is                                                                            

sold).                                                                        

In                                                                            

calculating                                                                   

Acquisition                                                                   

Fees,                                                                         

fees                                                                          

payable                                                                       

by                                                                            

or                                                                            

on                                                                            

behalf                                                                        

of                                                                            

the                                                                           

Partnership                                                                   

to                                                                            

unaffiliated                                                                  

finders                                                                       

and                                                                           

brokers                                                                       

will                                                                          

be                                                                            

deducted                                                                      

from                                                                          

Acquisition                                                                   

Fees                                                                          

otherwise                                                                     

payable                                                                       

to                                                                            

the                                                                           

General                                                                       

Partner.                                                                      

No                                                                            

finder's                                                                      

or                                                                            

broker's                                                                      

fees                                                                          

may                                                                           

be                                                                            

paid                                                                          

to                                                                            

any                                                                           

Affiliate                                                                     

of                                                                            

the                                                                           

General                                                                       

Partner.                                                                      

Acquisition                                                                   

Fees                                                                          

are                                                                           

required                                                                      

to                                                                            

be                                                                            

reduced                                                                       

or                                                                            

refunded                                                                      

if                                                                            

the                                                                           

Partnership's                                                                 

Investment                                                                    

in                                                                            

Equipment                                                                     

is                                                                            

less                                                                          

than                                                                          

the                                                                           

greater                                                                       

of                                                                            

(i)                                                                           

80%                                                                           

of                                                                            

the                                                                           

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

reduced                                                                       

by                                                                            

 .0625%                                                                       

for                                                                           

each                                                                          

1%                                                                            

of                                                                            

borrowings                                                                    

encumbering                                                                   

Partnership                                                                   

Equipment,                                                                    

or                                                                            

(ii)                                                                          

75%                                                                           

of                                                                            

the                                                                           

Gross                                                                         

Offering                                                                      

Proceeds.                                                                     

For                                                                           

purposes                                                                      

of                                                                            

determining                                                                   

the                                                                           

Partnership's                                                                 

Investment                                                                    

in                                                                            

Equipment,                                                                    

Reserves                                                                      

in                                                                            

an                                                                            

amount                                                                        

up                                                                            

to                                                                            

3%                                                                            

of                                                                            

Gross                                                                         

Offering                                                                      

Proceeds                                                                      

may                                                                           

be                                                                            

treated                                                                       

as                                                                            

so                                                                            

invested.                                                                     

See                                                                           

"SOURCES                                                                      

AND                                                                           

USES                                                                          

OF                                                                            

OFFERING                                                                      

PROCEEDS                                                                      

AND                                                                           

RELATED                                                                       

INDEBTEDNESS."                                                                

Management Fee for actively  managing     The lesser                          
of:                           Not determinable at this time.                  
the  leasing,  re-leasing,  financing                                         
and    refinancing   of   Partnership     (i)(a)  5% of  annual  gross        
rental     The  General  Partner  has agreed to                               
Equipment and Financing  Transactions     payments   from   Operating         
Leases     subordinate  (without  interest) its                               
payable to the General Parnter)           (except  Operating  Leases  (if     
any)     receipt of monthly  payments  of the                                 
                                          for which  management  services     
are     Management   Fees  to  the   Limited                                  
                                          performed  by  non-Affiliates       
under     Partners'  receipt of the First Cash                                
                                          the   supervision   of  the         
General     Distributions  (up to an amount each                              
                                          Partner   for  which  1%  of        
annual     year   equal   to   8.0%   of   each                               
                                          gross  rental   payments   shall    
be     respective     Limited     Partner's                                   

payable),                                unreturned   Capital   Contribution) 

until the  earlier of (1) receipt by                                          
                                          (b)  2%  of  annual   gross         
rental     the   Limited   Partners,   of   all                               
                                          payments  from  Full-Payout         
Leases     accrued but previously  unpaid,  and                               
                                          with  net  lease  provisions,  2%   
of     current,  installments of First Cash                                   
                                          annual gross  principal and         
interest     Distributions  (as  so  limited)  or                             
                                          payments       from                 
Financing     (2)  expiration of the  Reinvestment                            
                                          Transactions     (see               
"INVESTMENT     Period.   Any  Management   Fees  so                          
                                          OBJECTIVES AND POLICIES--           
Financing     deferred  will be  deferred  without                            

Transactions"),                          interest  during  the   Reinvestment 

Period  until the  Limited  Partners                                          
                                          (c) and 7% of gross rental          
payments     have received the previously  unpaid                             
                                          from   Equipment   operated  by     
the     portion of First Cash  Distributions                                  
                                          Partnership  as  provided  in       
NASAA     described in the preceding sentence.                                
                                          Guidelines Section IV.E.4(3), or    

                                          (ii)   management   fees   which    
are                                                                           
                                          competitive and/or customarily      
charged                                                                       
                                          by others  rendering  similar       
services                                                                      
                                          as an ongoing  public  activity in  
the                                                                           
                                          same  geographic  location for      
similar                                                                       
                                          equipment and financing             
transactions.                                                                 

(3) If the General  Partner  provides both  equipment  management and         
additional                                                                    
services,  relating to the continued and active operation of program          
Equipment,                                                                    
such as on-going marketing and re-leasing of Equipment,  hiring or arranging  
for                                                                           
the hiring of crews or operating personnel for Partnership Equipment and      
similar                                                                       
services,  it may charge the  Partnership a management fee not to exceed 7.0% 
of                                                                            
the gross rental payments from Equipment operated by the Partnership.         

Distributable  Cash  From  Operations     Prior to Payout (i.e.  the time     
when                        Not determinable at this time.                    
(share  distributable  to the General     cash   distributions  in  an  amount
                                        Paequal)  to  the  sum  of  the       
Limited                                                                       
                                          Partners'  (i)  capital             
contributions                                                                 
                                          and  (ii)  an 8.0%  cumulative      
annual                                                                        
                                          return thereon, compounded daily,   
have                                                                          
                                          been    made),     distributions    
of                                                                            
                                          Distributable   Cash  From          
Operations                                                                    
                                          shall  be  made  99%  to  the       
Limited                                                                       
                                          Partners   and  1%  to   the        
General                                                                       
                                          Partner.  After Payout,             
distributions                                                                 
                                          of Distributable  Cash From         
Operations                                                                    
                                          shall be tentatively attributed 90% 
to                                                                            
                                          the  Limited  Partners  and 10% to  
the                                                                           
                                          General  Partner;  provided,        
however,                                                                      
                                          that,   distributions   thereof     
shall                                                                         
                                          continue to be made 99% to the      
Limited                                                                       
                                          Partners and 1% to the General      
Partner                                                                       
                                          until the earlier of (i) the time   
when                                                                          
                                          the total cash  distributions  made 
to                                                                            
                                          each Limited Partner equal 150% of  
his                                                                           
                                          or her original  Capital            
Contribution                                                                  
                                          (reduced by any amounts paid to him 
or                                                                            
                                          her  (A)  as a  return  of          
uninvested                                                                    
                                          Capital   Contributions   and  (B)  
in                                                                            
                                          redemption  of Units  pursuant  to  
the                                                                           
                                          Partnership  Agreement)  or (ii)    
upon                                                                          
                                          liquidation of the Partnership.     

                                          The increased  share of             
Distributable                                                                 
                                          Cash   From   Operations            
tentatively                                                                   
                                          attributed to the General  Partner  
but                                                                           
                                          not actually distributed to it      
because                                                                       
                                          of  the   proviso  in  the          
preceding                                                                     
                                          sentence    shall   accrue,         
without                                                                       
                                          interest,  and be paid to the       
General                                                                       
                                          Partner out of the first            
Distributable                                                                 
                                          Cash From Operations  available to  
the                                                                           
                                          Partnership  after the  earlier of  
(i)                                                                           
                                          the   time   when   the   total     
cash                                                                          
                                          distributions  made  to  each       
Limited                                                                       
                                          Partner  equal  150%  of  his  or   
her                                                                           
                                          original Capital Contribution       
(reduced                                                                      
                                          as   described   in   the           
preceding                                                                     
                                          sentence) or (ii) upon  liquidation 
of                                                                            
                                          the Partnership.                    

Distributable  Cash From Sales (share     Prior to Payout (i.e.  the time     
when                        Not determinable at this time.                    
ditributable to the General Partner       cash distributions  in  an  amount  
                                          equal  to  the  sum  of  the        
Limited                                                                       
                                          Partners'  (i)  capital             
contributions                                                                 
                                          and  (ii)  an 8.0%  cumulative      
annual                                                                        
                                          return thereon, compounded daily,   
have                                                                          
                                          been    made),     distributions    
of                                                                            
                                          Distributable Cash From Sales shall 
be                                                                            
                                          made 99% to the Limited  Partners   
and                                                                           
                                          1%  to  the  General  Partner.      
After                                                                         
                                          Payout, distributions of            
Distributable                                                                 
                                          Cash From Sales  shall be           
tentatively                                                                   
                                          attributed 90% to the Limited       
Partners                                                                      
                                          and  10%  to  the   General         
Partner;                                                                      
                                          provided, however, that,            
distributions                                                                 
                                          thereof shall  continue to be made  
99%                                                                           
                                          to the Limited  Partners and 1% to  
the                                                                           
                                          General  Partner  until the earlier 
of                                                                            
                                          (i)  the  time  when  the  total    
cash                                                                          
                                          distributions  made  to  each       
Limited                                                                       
                                          Partner  equal  150%  of  his  or   
her                                                                           
                                          original Capital Contribution       
(reduced                                                                      
                                          by any amounts  paid to him or her  
(A)                                                                           
                                          as  a  return  of  uninvested       
Capital                                                                       
                                          Contributions and (B) in redemption 
of                                                                            
                                          Units,  as described in the         
preceding                                                                     
                                          sentence)pursuant  to the           
Partnership                                                                   
                                          Agreement) or (ii) upon liquidation 
of                                                                            
                                          the Partnership.                    

                                          The increased  share of             
Distributable                                                                 
                                          Cash From Sales tentatively         
attributed                                                                    
                                          to  the   General   Partner   but   
not                                                                           
                                          actually  distributed to it because 
of                                                                            
                                          the proviso in the preceding        
sentence                                                                      
                                          shall accrue, without interest, and 
be                                                                            
                                          paid to the General Partner out of  
the                                                                           
                                          first  Distributable  Cash From     
Sales                                                                         
                                          available to the Partnership after  
the                                                                           
                                          earlier of (i) the time when the    
total                                                                         
                                          cash   distributions   made   to    
each                                                                          
                                          Limited  Partner  equal 150% of his 
or                                                                            
                                          her  original   Capital             
Contribution                                                                  
                                          (reduced as described in the        
preceding                                                                     
                                          sentence) or (ii) upon  liquidation 
of                                                                            
                                          the Partnership.                    

Reimbursement  for expenses  incurred     Subject    to    the                
limitations                        Not determinable at this time.             
by  the   General   Partner  and  its     contained  in  Section  6.4  of  the
Affiliates                                Partnership Agreement, the          
Partnership                                                                   
                                          will reimburse the General Partner  
and                                                                           
                                          its  Affiliates  for certain        
expenses                                                                      
                                          incurred  by them in  connection    
with                                                                          
                                          the Partnership's operations.       

Subordinated   Remarketing   Fee  for     With   respect   to   sales  of     
the     Not determinable at this time.                                        
arranging  the  sale  of  Partnership     Equipment   and  of  the   Financing
Equipment    and    of    Partnership     Transactions,     a     Subordinated
Financing  Transactions  (payable  to     Remarketing   Fee   payable  to  the
the General Partner                       General  Partner in an amount  equal
                                          to  the   lesser  of  (i)  3%  of   
the                                                                           
                                          contract    sales    price   for    
the                                                                           
                                          Partnership's  Investments (as      
defined                                                                       
                                          in the Glossary), or (ii) one-half  
the                                                                           
                                          normal competitive  commission      
charged                                                                       
                                          by   unaffiliated   parties  for    
such                                                                          
                                          services  in light of the  size,    
type                                                                          
                                          and  location  of  the  Equipment   
and                                                                           
                                          Financing       Transactions.       
No                                                                            
                                          Subordinated   Remarketing   Fee    
will                                                                          
                                          accrue or be payable  with  respect 
to                                                                            
                                          any  portion of Cash From Sales     
which                                                                         
                                          is     reinvested     in            
additional                                                                    
                                          Partnership  Investments.  Payment  
of                                                                            
                                          such Subordinated Remarketing Fee   
will                                                                          
                                          be  deferred  until  after  payout  
and                                                                           
                                          will be made without interest.      

                                      Interest in Partnership Profits or      
Losses                                                                        

Partnership  Profits  and  Losses for     The   General    Partner   will     
be     Not determinable at this time.                                         
Tax Purposes (share  allocable to the     allocated   shares  of   Partnership
General Partner                           Profits and Losses for Tax  Purposes
                                          that   generally   approximate   its
                                          share  of  Distributable  Cash  From
                                          Operations   and  of   Distributable
                                          Cash  From   Sales.   See   "FEDERAL
                                          INCOME                           TAX
                                          CONSEQUENCES--Allocations         of
                                          Profits and Losses."                

The Partnership Agreement permits the Partnership to borrow an amount 
equal                                                                           
to the Sales  Commissions  (up to 8% of the Gross  Offering  Proceeds  from     
each                                                                            
Closing) which are paid by the Partnership (the "Commission Loans").            
Commission                                                                      
Loans permit the Partnership to increase the amounts available for investment   
by                                                                              
the Partnership.  If Commission Loans were obtained in the total amount of      
Sales                                                                           
Commissions payable by the Partnership,  Net Offering Proceeds and proceeds     
from                                                                            
such Commission Loans to be applied to Investments  would increase by as much   
as                                                                              
$93,203 (from $996,117 to $1,089,320 if the Minimum  Offering is subscribed)    
and                                                                             
by up to $7,766,990 (from  $83,009,709 to $90,776,699 if the Maximum Offering   
is                                                                              
fully subscribed). In each such instance, Net Offering Proceeds to be applied   
to                                                                              
Investments  would  increase  from  83.01%  as a  percentage  of Gross          
Offering                                                                        
Proceeds  to 84.05%  as a  percentage  of the  total of such (a) Gross          
Offering                                                                        
Proceeds and (b) Commission Loan Proceeds.  The Partnership's  total payments   
of                                                                              
principal  of, and  interest  on, any such  Commission  Loans  would  exceed    
the                                                                             
corresponding amounts of Commissions paid with the proceeds of such loans by    
the                                                                             
interest  paid thereon.  Consequently,  the General  Partner  expects to        
utilize                                                                         
Commission Loans only when, it has determined that an opportunity  exists to    
use                                                                             
such  borrowings to obtain  Investments  which have  contractual  payments      
which                                                                           
exceed the total  payments of principal  of, and interest on, the               
corresponding                                                                   
Commission Loans. See "INVESTMENT OBJECTIVES AND POLICIES--Acquisition          
Policies                                                                        
and Procedures."                                                                

The Partnership  Agreement permits the Partnership to borrow an amount  
equal                                                                           
to the Sales  Commissions  (up to 8% of the Gross  Offering  Proceeds  from     
each                                                                            
Closing) which are paid by the Partnership (the "Commission Loans").            
Commission                                                                      
Loans permit the Partnership to increase the amounts available for investment   
by                                                                              
the Partnership.  If Commission Loans were obtained in the total amount of      
Sales                                                                           
Commissions payable by the Partnership,  Net Offering Proceeds and proceeds     
from                                                                            
such Commission Loans to be applied to Investments  would increase by as much   
as                                                                              
$93,203 (from $996,117 to $1,089,320 if the Minimum  Offering is subscribed)    
and                                                                             
by up to $7,766,990 (from  $83,009,709 to $90,776,699 if the Maximum Offering   
is                                                                              
fully subscribed). In each such instance, Net Offering Proceeds to be applied   
to                                                                              
Investments  would  increase  from  83.01%  as a  percentage  of Gross          
Offering                                                                        
Proceeds  to 84.05%  as a  percentage  of the  total of such (a) Gross          
Offering                                                                        
Proceeds and (b) Commission Loan Proceeds.  The Partnership's  total payments   
of                                                                              
principal  of, and  interest  on, any such  Commission  Loans  would  exceed    
the                                                                             
corresponding amounts of Commissions paid with the proceeds of such loans by    
the                                                                             
interest  paid thereon.  Consequently,  the General  Partner  expects to        
utilize                                                                         
Commission Loans only when, it has determined that an opportunity  exists to    
use                                                                             
such  borrowings to obtain  Investments  which have  contractual  payments      
which                                                                           
exceed the total  payments of principal  of, and interest on, the               
corresponding                                                                   
Commission Loans. See "INVESTMENT OBJECTIVES AND POLICIES--Acquisition          
Policies                                                                        
and Procedures."                                                                

As described in the above table,  the Partnership  will also pay the    
General                                                                         
Partner or the Dealer Manager or both on a non-accountable  basis a total       
amount                                                                          
equal to $3.50 per Unit sold for the O & O Expense Allowance (exclusive of      
Sales                                                                           
Commissions), whether or not incurred. Such Organizational and Offering         
Expenses                                                                        
include,  but are not limited to,  legal,  accounting  and printing  costs,     
and                                                                             
filing and qualification  fees and  disbursements,  bona fide due diligence     
fees                                                                            
and expenses actually  incurred by the  Dealer-Manager  and prospective         
Selling                                                                         
Dealers up to an aggregate amount equal to the lesser of one-half of 1% of      
Gross                                                                           
Offering  Proceeds or the amount  permitted to be paid pursuant to Appendix F   
to                                                                              
Article III of the NASD Rules of Fair  Practice  and  expenses  for salaries    
and                                                                             
direct  expenses of officers and directors of the General Partner while         
directly                                                                        
engaged in organizing the Partnership  and  registering  the Units.  The        
General                                                                         
Partner  has  agreed  to pay any  amount by which  such O & O Expense           
Allowance                                                                       
exceeds $3.50 per Unit (3.5% of Gross Offering Proceeds).                       

 As  described in the above  table,  the General  Partner will be entitled
to                                                                              
receive  Acquisition  Fees  from  the  Partnership  for  evaluating,            
selecting,                                                                      
negotiating  and closing the  acquisition of Partnership  Equipment and         
entering                                                                        
into  Financing  Transactions.   In  addition,   sellers  of  Equipment  to     
the                                                                             
Partnership may pay fees to brokers or finders representing such sellers, but   
in                                                                              
no event may such brokers or finders  include the General  Partner or any of    
its                                                                             
Affiliates.  Although Acquisition Fees will be reduced by the amount of any     
fees                                                                            
paid in  connection  with the  acquisition  of items of Equipment  and          
Financing                                                                       
Transactions  payable by or on behalf of the  Partnership to finders and        
brokers                                                                         
who are not  Affiliates  of the  General  Partner,  the  Purchase  Price  of    
any                                                                             
Equipment  and  Financing   Transactions   payable  by  the   Partnership       
may,                                                                            
nevertheless,  reflect any such fees paid by the  seller,  so that in effect    
any                                                                             
such fees may be indirectly  paid by the Partnership  without any               
corresponding                                                                   
reduction in Acquisition Fees.                                                  

Acquisition  Fees  payable by the  Partnership  to the General  Partner 
will                                                                            
equal the sum of 3.0% of (a) the aggregate  purchase price paid for all items   
of                                                                              
Equipment acquired by the Partnership and (b) the aggregate  principal amount   
of                                                                              
Financing  Transactions entered into by the Partnership with unaffiliated       
Users,                                                                          
subject to certain  conditions  and  limitations  specified  in the             
Partnership                                                                     
Agreement. The Acquisition Fees presented under the caption "SOURCES AND USES   
OF                                                                              
OFFERING  PROCEEDS AND RELATED  INDEBTEDNESS"  are calculated  assuming that,   
on                                                                              
average,  total  indebtedness will equal 80% of the Purchase Price of all of    
the                                                                             
Partnership's Investments.  Based on such assumption, the total Acquisition     
Fees                                                                            
payable upon the Partnership's initial investment in its Equipment and          
Financing                                                                       
Transactions  are  estimated  at  11.5%  of  the  Partnership's  Gross          
Offering                                                                        
Proceeds, of which total percentage approximately 2.49% would be attributable   
to                                                                              
Net Offering Proceeds invested in the Partnership's Investments, and 9.01%      
would                                                                           
be attributable to borrowings (or Partnership borrowings) so invested.          
However,                                                                        
if Commission Loans were obtained in an amount equal to total Sales             
Commissions                                                                     
payable  by the  Partnership  (up to 8% of  Gross  Offering  Proceeds)  and     
the                                                                             
foregoing  assumption remains the same, 2.49% of the Acquisition Fees payable   
to                                                                              
the General Partner would be attributable to Net Offering  Proceeds  invested   
in                                                                              
the Partnership's  Investments,  0.82% would be attributable to Commission      
Loans                                                                           
and 8.19% would be attributable to other Partnership borrowings so invested.    
The                                                                             
Acquisition  Fee for any item of  Equipment  or  Financing  Transaction  will   
be                                                                              
reduced by the amount of fees which are payable by the Partnership to finders   
or                                                                              
brokers who are not Affiliates of the General  Partner,  and no such fees may   
be                                                                              
paid to any finder or broker who is an Affiliate of the General Partner.        

The Partnership Agreement provides that the Partnership's Investments   
(which                                                                          
term  includes the  Partnership's  equity  investment in Equipment and          
Financing                                                                       
Transactions and, for this purpose,  Reserves for working capital and           
contingent                                                                      
liabilities, but excludes all Front-End Fees paid to or by any Person,          
including                                                                       
Acquisition Fees and O & O Expense Allowance), will be not less than the        
greater                                                                         
of (i) 80% of the Gross Offering Proceeds from sale of Units,  reduced by       
.0625%                                                                        
for each 1% of borrowings encumbering  Partnership  Investments,  or (ii) 75%   
of                                                                              
the  Gross  Offering  Proceeds  from  sale of  Units.  To the  extent  that     
such                                                                            
limitation is not otherwise  satisfied,  the Acquisition Fees payable or paid   
to                                                                              
the  General  Partner by the  Partnership  will be reduced  or  refunded  by    
the                                                                             
General Partner to the  Partnership to the extent  necessary to comply with     
such                                                                            
limitation.  Any such refund shall bear interest  calculated at a rate of 1%    
per                                                                             
month if such  refund is not made  within 30 days after the end of any          
calendar                                                                        
quarter in which the Partnership's Investment in Equipment fails to satisfy     
such                                                                            
minimum  investment.  In the  event  that the  Partnership's  Investments       
would                                                                           
otherwise not be in compliance with the NASAA Guidelines, Acquisition Fees      
shall                                                                           
be reduced,  or refunded by the General  Partner to the Partnership in an       
amount                                                                          
necessary to obtain compliance with the NASAA Guidelines.                       

In addition to such payment for the O & O Expense Allowance, the        
Partnership                                                                     
will  reimburse the General  Partner and its Affiliates for (1) the actual      
costs                                                                           
to them of goods and materials used for or by the  Partnership and obtained     
from                                                                            
unaffiliated parties; (2) expenses related to the purchase, operation,          
financing                                                                       
and  disposition of Partnership  Equipment and Financing  Transactions          
incurred                                                                        
prior to the time that the  Partnership has funds available to pay such         
expenses                                                                        
directly; and (3) administrative  services necessary to the prudent operation   
of                                                                              
the  Partnership,  not in excess  of the  lesser of the  General  Partner's     
(or                                                                             
Affiliate's)  costs or 90% of the costs which the Partnership  would be         
required                                                                        
to pay to independent parties for comparable services.  The Partnership's       
Annual                                                                          
Reports to its Limited  Partners will provide a breakdown of services           
performed                                                                       
by, and amounts reimbursed to, the General Partner and its Affiliates.          

Assuming the sale of 1,000,000 Units in 1995, the General Partner       
estimates                                                                       
that it would incur the following  expenses which would be potentially          
eligible                                                                        
to be  reimbursed  by  the  Partnership  in  1996  pursuant  to  6.4(i)  of     
the                                                                             
Partnership  Agreement  (subject  to  the  limitations  on  such                
reimbursements                                                                  
described below):                                                               

Salaries and benefits:                                                
Accounting staff        $150,000                                      
Professional staff       270,000                                      
Secretarial staff         90,000                                      
Investor relations staff 150,000                                      
Computer and equipment    90,000                                      
Maintenance               30,000                                      

Total                   $780,000                                      

Section 6.4(i) of the Partnership  Agreement  provides  limitations on  
types                                                                           
and annual amounts of eligible expenses of the Partnership which may actually   
be                                                                              
paid by the  Partnership.  In general,  neither  the Sponsor nor any            
Affiliated                                                                      
Entity may be reimbursed by the Partnership for amounts expended with respect   
to                                                                              
the following:                                                                  

(1) salaries, fringe benefits, travel expenses or other administrative  
items                                                                           
incurred by or  allocated  to any  Controlling  Person of the Sponsor or
any                                                                             
such Affiliated Entity; and                                             

(2) expenses for rent,  depreciation and utilities or for capital       
equipment                                                                       
or other  administrative  items  (other than as  specified  provided in 
such                                                                            
Section 6.4(i)).                                                        

In  addition  to  the   foregoing   limitations,   the   reimbursement  
for                                                                             
administrative  expenses  authorized by such Section 6.4(i) which is made in    
any                                                                             
year  during  the  Reinvestment  Period  may not exceed the sum of (a) 2% of    
the                                                                             
Partnership's  Gross Revenues (excluding any Cash From Sales) for such year     
plus                                                                            
(b) the excess (if any) of such expense  reimbursement  limitation for all      
prior                                                                           
years over the amounts of such expenses  actually  reimbursed by the            
Partnership                                                                     
for such prior years.  To the extent that the total of such  expenses  which    
are                                                                             
actually incurred in any year exceed the amount which is actually reimbursed    
for                                                                             
such year,  the  unreimbursed  expenses  will be accrued  and may be paid to    
the                                                                             
General Partner,  without interest thereon, in any succeeding year for which    
the                                                                             
administrative   expenses  are  less  than  such  year's  expense               
reimbursement                                                                   
limitation.                                                                     

While  the  Partnership  is not  permitted  to pay any  remuneration  to
any                                                                             
officer or director of the General Partner or any Affiliated Entity for         
services                                                                        
on the Partnership's  behalf,  the Sponsor or the  Dealer-Manager  may apply    
any                                                                             
portion or none of the O & O Expense Allowance paid to it to defray such        
costs.                                                                          

 No specific  arrangements  have been made for the General  Partner or any
of                                                                              
its  Affiliates  of the General  Partner to provide  financing  for             
Partnership                                                                     
Equipment and Financing  Transactions.  All such financing is subject to        
certain                                                                         
restrictions set forth in Section 6.4 of the Partnership Agreement.             

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CONFLICTS OF INTEREST 

The  Partnership  will be subject to various  conflicts of interest with
the                                                                             
General  Partner,  its Affiliates and investment  entities  advised,  managed   
or                                                                              
controlled by them. Certain provisions of the Partnership Agreement are         
intended                                                                        
to protect the Limited Partners' interests  (specifically  Sections 6.2 and     
6.4,                                                                            
which limit the General Partner's exercise of powers and its and its            
Affiliates'                                                                     
compensation  therefor).  In  addition,  see  "FIDUCIARY  RESPONSIBILITY"       
for a                                                                           
discussion  of the  General  Partner's  fiduciary  obligations  to  the         
Limited                                                                         
Partners,  which,  in general,  require the General Partner to consider the     
best                                                                            
interests  of the  Limited  Partners in managing  the  Partnership's  assets    
and                                                                             
affairs.                                                                        

The General Partner intends to use its best business judgment and       
discretion                                                                      
and to  consider  good  business  practice  and the bona  fide  preferences     
and                                                                             
expectations  of other parties to  transactions in resolving any conflicts      
which                                                                           
arise. Conflicts have been resolved to the extent discussed below and, except   
as                                                                              
noted in this  Section,  the Sponsor  has no  effective  means of limiting      
such                                                                            
conflicts. These conflicts include, but are not limited to, the following:      

Lack of Separate Legal  Representation and Lack of Arm's Length Negotiation of  
the Program Agreements                                                          

The Partnership,  the Dealer-Manager and the General Partner are        
represented                                                                     
by the same Counsel. The Limited Partners, as a group, have not been            
represented                                                                     
by legal  counsel  and the  Partnership's  Counsel  has not  acted on  behalf   
of                                                                              
prospective  investors nor conducted a review or  investigation on their        
behalf.                                                                         
None of the agreements and arrangements  between the Partnership on the one     
hand                                                                            
and the General Partner or Dealer-Manager on the other hand have been           
negotiated                                                                      
on an arm's length  basis.  The  attorneys,  accountants  and other  experts    
who                                                                             
perform  services for the Partnership will also perform services for the        
General                                                                         
Partner,   the   Dealer-Manager,   certain  of  its  Affiliates  and  for       
other                                                                           
partnerships  or  ventures  which the  General  Partner  or its  Affiliates     
may                                                                             
sponsor.  However,  should a dispute arise between the  Partnership,  on the    
one                                                                             
hand, and the General Partner or Dealer-Manager,  on the other hand, the        
General                                                                         
Partner will cause the Partnership to retain separate legal counsel to          
represent                                                                       
the Partnership in connection with such dispute.                                

Compensation of the General Partner and Affiliates                              

The  compensation  payable by the  Partnership  to the  General  Partner
and                                                                             
Dealer-Manager  have been  determined  unilaterally  by the General Partner     
and,                                                                            
therefore, are not the result of arm's-length negotiations.  However, the       
amount                                                                          
of such  compensation  is  believed to be  representative  of  practices  in    
the                                                                             
industry and complies with the NASAA Guidelines as in effect on the date of     
this                                                                            
Prospectus.  The General  Partner and  Dealer-Manager  will receive             
substantial                                                                     
compensation upon each Closing and upon, or from, the Partnership's             
acquisition,                                                                    
use and sale of its Equipment and Financing  Transactions.  Decisions           
involving                                                                       
these  transactions  will be made by the General Partner in its discretion.     
See                                                                             
"SUMMARY OF COMPENSATION."                                                      

A conflict of interest may also arise from decisions by the General     
Partner                                                                         
concerning the timing of the  Partnership's  purchases and sales of Equipment   
or                                                                              
the termination of the Partnership,  each of which events will have an effect   
on                                                                              
the timing and amounts of its compensation. In such circumstances,  the         
interest                                                                        
of the General Partner in continuing the  Partnership  and receiving            
Management                                                                      
Fees,  for example,  may conflict with the interests of the Limited  Partners   
in                                                                              
realizing an earlier return of their capital and any investment return          
thereon.                                                                        

Effect of Leverage on Compensation Arrangements                                 

The General Partner intends to acquire the  Partnership's  Investments  
with                                                                            
borrowings   approximating   50%  of  the  aggregate   purchase   price  of     
the                                                                             
Partnership's  total  Investments,  but is permitted to finance up to 80% of    
the                                                                             
aggregate purchase price of all the Partnership  Investments.  Since            
Acquisition                                                                     
Fees  are  based  upon  the  purchase  price of all  Equipment  acquired  by    
the                                                                             
Partnership,  including related borrowings,  the General Partner would          
realize a                                                                       
greater  amount of  Acquisition  Fees  (subject  to a ceiling on such fees)     
if a                                                                            
greater percent of debt were employed. See "SUMMARY OF COMPENSATION."           

Competition With the General Partner and its Affiliates                         

The General  Partner and its Affiliates are engaged  directly and       
indirectly                                                                      
in the  business of acquiring  and leasing  equipment  for their own            
respective                                                                      
accounts  as well as for  other  Programs.  The  General  Partner  or any of    
its                                                                             
Affiliates may in the future form or sponsor, or act as a general partner of,   
or                                                                              
as an advisor to, other  investment  entities  (including other public          
equipment                                                                       
ownership and leasing  partnerships) which have investment objectives similar   
to                                                                              
the Partnership's and which may be in a position to acquire the same            
Investments                                                                     
at the  same  time as the  Partnership.  See  "CERTAIN  RELATIONSHIPS  WITH     
THE                                                                             
PARTNERSHIP"  and  "MANAGEMENT"  for a  chart  of,  and  a  description  of     
the                                                                             
relationships   of,  the   Partnership  to  the  General  Partner  and          
relevant                                                                        
Affiliates.                                                                     

The  Partnership  Agreement  does not  prohibit  the General  Partner or
its                                                                             
Affiliates  from  competing  with the  Partnership  for Equipment               
acquisitions,                                                                   
financing, refinancing, leasing and re-leasing opportunities on its or their    
own                                                                             
behalf or on behalf of the prior  Programs.  Neither the General Partner nor    
any                                                                             
of its  Affiliates  will be  obligated by the  Partnership  Agreement to        
present                                                                         
particular  Investments   opportunities  that  come  to  its  attention  to     
the                                                                             
Partnership,  even if such  opportunities  are of a  character  which  might    
be                                                                              
suitable for the Partnership except as follows:                                 

Acquisition Opportunities                                               

If the General Partner is presented with potential  opportunities to    
acquire                                                                         
 a Lease and related  Equipment or a Financing  Transaction  and the terms
of                                                                              
such  transaction  meet the  investment  objectives  and policies of (i)
the                                                                             
Partnership as well as (ii) one or more Affiliated Entities:            

(A) The  General  Partner  has  agreed to first  refer all such       
Investment                                                                      
opportunities   to  the   Partnership   until  such  time  as  all    
Capital                                                                         
 Contributions  have  been  (1)  invested  or  committed  to  investment
in                                                                              
 Investments and Reserves (not exceeding 3% of Gross Offering  Proceeds)
and                                                                             
used  to pay  permitted  Front-End  Fees  or (2)  returned  to the    
Limited                                                                         
Partners as provided in the Partnership  Agreement.  This priority    
referral                                                                        
  obligation  will not  extend  to (1)  groups of  equipment  to be leased
on                                                                              
 various cost recovery terms,  where the Partnership  could not purchase
all                                                                             
 items  in the  group;  (2)  equipment  to be  leased  to a third  party
on                                                                              
  favorable terms, from a cost recovery viewpoint, subsequent to the lease
by                                                                              
the  General  Partner or its  Affiliates  to the same third  party of 
other                                                                           
 items of equipment on substantially less favorable terms; (3) equipment
for                                                                             
  which a prospective or existing lessee  indicates to the General Partner
or                                                                              
its  Affiliates  that it will not lease or  continue  to lease  unless
the                                                                             
  General  Partner or such  Affiliate  acquires and retains such equipment
in                                                                              
  its own equipment  portfolio;  or (4) equipment subject to a lease which
by                                                                              
its terms is not  assignable to an entity such as the  Partnership    
(leases                                                                         
that  permit  assignment  to  a  "financial  institution"  are  not   
deemed                                                                          
assignable to the Partnership); and                                   

(B)  Thereafter,  the General  Partner will analyze the  equipment    
already                                                                         
purchased by, and the investment  objectives of the  Partnership  and,
each                                                                            
Affiliated  Entity  involved  and will make the decision as to which  
entity                                                                          
should  be  presented  with the  investment  opportunity  based  upon 
such                                                                            
  factors,  among others,  as (1) the  investment  objectives and policies
of                                                                              
each entity,  including,  without limitation,  cash distribution      
objectives                                                                      
and leverage policies,  (2) the amount of cash available in each      
investment                                                                      
entity  for such  acquisition  and the  length of time such funds have
been                                                                            
available,  (3) the current and long-term  liabilities  of each       
investment                                                                      
entity,  (4) the effect of such acquisition on the  diversification of
each                                                                            
  investment  entity's  equipment  portfolio by type of equipment,  length
of                                                                              
 lease term,  industry and geographic area and (5) the estimated  income
tax                                                                             
consequences  from such  acquisition  to the  investors in each       
investment                                                                      
entity.                                                               

If the financing available from time to time to the Partnership and to  
other                                                                           
Affiliated  Entities is less than the  aggregate  amount of  financing  
then                                                                            
sought by them, the available  financing shall generally be allocated to
the                                                                             
 investment entity which has been seeking financing for the longest amount
of                                                                              
time.                                                                   

Re-Leasing or Sale of Equipment                                         

Conflicts may also arise between two or more Affiliated  Entities       
(including                                                                      
the  Partnership)  advised or managed by the  General  Partner or any of
its                                                                             
Affiliates,  or  between  one or more of such  Affiliated  Entities  and
any                                                                             
 Affiliate of the General  Partner  acting for its own account,  which may
be                                                                              
seeking to re-lease or sell similar  equipment at the same time. In any 
such                                                                            
 case involving  Affiliated  Entities,  the first  opportunity to re-lease
or                                                                              
sell  equipment  shall  generally  be  allocated  to the  Affiliated    
Entity                                                                          
attempting to re-lease or sell equipment which has been subject to the  
lease                                                                           
which  expired  first,  or, if the leases expire  simultaneously,  the  
lease                                                                           
which  was  first  to take  effect.  However,  the  General  Partner  in
its                                                                             
 discretion  may make  exceptions to this general  policy where  equipment
is                                                                              
 subject to remarketing  commitments  which provide  otherwise or in cases
in                                                                              
which,  in the General  Partner's  judgment,  other  circumstances  make
the                                                                             
application of such policy  inequitable or not  economically  feasible  
for a                                                                           
particular Investment Entity.                                           

Determination   of  Reserves  and   Liability  of  the  General   Partner  for  
Partnership Obligations                                                         

As a general  rule,  the  General  Partner is liable  for the           
Partnership's                                                                   
liabilities which exceed its assets (including  Reserves for working capital    
and                                                                             
contingent  liabilities).  The General  Partner has sole discretion to          
determine                                                                       
the amount of Reserves and the allocation of  Partnership  cash flow to         
maintain                                                                        
or increase the amount the Reserve  account.  Because a deficiency in the       
amount                                                                          
of reserves relative to the Partnership's  contingent liabilities may expose    
the                                                                             
General  Partner to potential  liability to  creditors of the  Partnership,     
the                                                                             
General Partner may have a conflict of interest in determining  when to         
allocate                                                                        
cash flow for  distribution  to the  Limited  Partners  or to the               
Partnership's                                                                   
Reserve Account.                                                                

Competition by the Partnership with Other Entities for Management  Services;
Conflicts in Fiduciary Duties                                                   
The  Partnership  will rely on the General  Partner for the operation of
its                                                                             
business  and  the  management  of its  portfolio  of  Equipment  and           
Financing                                                                       
Transactions. The officers and employees of the General Partner will devote     
only                                                                            
so much of their time to the business of the  Partnership as, in their          
judgment,                                                                       
is  reasonably  required.  There  may  also  be  conflicts  of  interest  in    
the                                                                             
allocation of time,  services and functions  between the  Partnership  and      
other                                                                           
entities  with which the General  Partner or its  Affiliates  may organize or   
be                                                                              
affiliated. The General Partner and each of its Affiliates may engage, for      
their                                                                           
own  accounts or for the accounts of others,  in other  business  ventures,     
and                                                                             
neither  the  Partnership  nor any  Limited  Partner  shall be  entitled  to    
any                                                                             
interest therein.                                                               

When the Sponsor  owes a fiduciary  duty to the  Partnership  and to    
another                                                                         
Program  sponsored by it, the Sponsor may have a conflict in the  allocation    
of                                                                              
fiduciary duties to each of such entities.                                      

The Sponsor  will  attempt to resolve all of such  conflicts  by        
allocating                                                                      
services or  fiduciary  duties to all  Programs  needing  services or           
fiduciary                                                                       
duties  solely in  proportion to their  respective  needs.  The Sponsor will    
not                                                                             
ignore the fiduciary obligation which it owes to any of such Programs. See      
"RISK                                                                           
FACTORS--Partnership  and  Investment  Risks--General  Partner  Not  Employed   
by                                                                              
Partnership Exclusively."                                                       

Joint Ventures                                                                  

To  permit  added  diversification,  the  Partnership  may  invest  in  
joint                                                                           
ventures with other limited  partnerships  sponsored by the General Partner,    
any                                                                             
Affiliate or any  non-Affiliate.  The maximum amount of Gross Offering          
Proceeds                                                                        
which the  Partnership  may so invest is equal to the smallest of the           
following                                                                       
amounts:  (a) 25% of the Maximum Offering amount,  (b) 25% of the sum of (i)    
the                                                                             
cumulative  Gross  Offering  Proceeds  raised  as of the  closing  date for     
such                                                                            
investment  and (ii) the  Gross  Offering  Proceeds  which the  General         
Partner                                                                         
reasonably  estimates  the  Partnership  to raise  through  the  balance  of    
the                                                                             
Offering  Period (prior to the  Termination  Date) or (c) 25% of the            
cumulative                                                                      
Gross Offering  Proceeds raised as of the  Termination  Date. If the            
Partnership                                                                     
enters into a joint venture,  the General Partner would have a fiduciary duty   
to                                                                              
the Partnership and to any other partnerships  sponsored by it which            
participate                                                                     
in the joint venture.  In order to minimize the likelihood of a conflict        
between                                                                         
these fiduciary duties, the Partnership  Agreement restricts investments in     
such                                                                            
joint  ventures in various  respects and  specifically  requires that such      
joint                                                                           
investment must comply with the investment criteria and investment objectives   
of                                                                              
the  Partnership.  There is no specific  benefit to the General Partner of      
joint                                                                           
venturers.  See "RISK  FACTORS--Partnership and Investment Risks--Risks of      
Joint                                                                           
Ventures."                                                                      

Lease Referrals                                                                 

From time to time, the General Partner may be presented with the        
opportunity                                                                     
to earn fees or other  compensation  for  referring  a  prospective  lessee     
to a                                                                            
lessor other than the  Partnership  or other  programs  sponsored by the        
General                                                                         
Partner  or to its  Affiliates.  Such  activities  could  involve  conflicts    
of                                                                              
interest in that the General  Partner would receive  compensation as a result   
of                                                                              
such  referral  even though the  Partnership  would not  receive  any           
benefits.                                                                       
Section 6.5 of the Partnership  Agreement  provides that, if the Partnership    
has                                                                             
funds available for investment,  the General Partner will not refer             
prospective                                                                     
lessees to third parties for  compensation  unless the lease terms and          
equipment                                                                       
are  deemed  by the  General  Partner  to be  inconsistent  with the            
investment                                                                      
objectives and diversification of the Partnership.                              

Participation of a Securities Sales Affiliate in this Offering                  

Units will be sold on a  best-efforts  basis through ICON  Securities   
Corp.                                                                           
which  will act as  Dealer-Manager  and will  receive  Underwriting  Fees,      
with                                                                            
respect to sales of all Units and will receive Sales  Commissions  for Units    
(if                                                                             
any)  sold by its  securities  representatives  (except  for  sales  of Units   
to                                                                              
Affiliated Limited  Partners).  Because of affiliation with the General         
Partner,                                                                        
its review and investigation of the Partnership and of the information          
provided                                                                        
in this Prospectus will not have the benefit of a review and investigation by   
an                                                                              
independent securities firm in the capacity of a dealer-manager.                

General Partner to Act as Tax Matters Partner                                   

The General Partner has been designated as the Tax Matters Partner under
the                                                                             
Partnership  Agreement for purposes of dealing with the Internal Revenue        
Service                                                                         
("Service") on any audit or other  administrative  proceeding before the        
Service                                                                         
and/or any legal  proceeding.  As Tax Matters  Partner,  the General  Partner   
is                                                                              
empowered,  among other acts, to enter into  negotiations  with the Service,    
to                                                                              
settle tax disputes and to thereby bind the Partnership and the Limited         
Partners                                                                        
by  such  settlement.   While  the  General  Partner  will  seek  to  take      
into                                                                            
consideration the interest of the Limited Partners  generally in agreeing to    
any                                                                             
settlement of any disputed items of Partnership income and expense,  there is   
no                                                                              
assurance  that such  settlement  will be in the best  interest of any          
specific                                                                        
Limited Partner given his or her specific tax situation.                        

FIDUCIARY RESPONSIBILITY  

General                                                                         

The  General  Partner  is  accountable  to the  Partnership  as a       
fiduciary                                                                       
pursuant to the terms of the Partnership Agreement. In accordance therewith,    
the                                                                             
General Partner must at all times act with integrity and good faith and         
exercise                                                                        
due diligence in the conduct of the business of the Partnership and in          
resolving                                                                       
conflicts  of  interest,  subject  to  certain  limitations  set  forth  in     
the                                                                             
Partnership Agreement.                                                          

Conflicts                                                                       

General.  Under  Delaware  law,  general  partners are held to a duty of
the                                                                             
highest good faith in conducting  partnership affairs. This has been            
interpreted                                                                     
to mean that a general partner cannot engage in a business which would create   
an                                                                              
interest  for the general  partner  that is adverse to that of the              
partnership.                                                                    
Because the General Partner and certain partnerships which it has sponsored,    
or                                                                              
in the future may  sponsor,  will  acquire  and lease  equipment  and enter     
into                                                                            
financing  arrangements,  the  General  Partner may be deemed to have a         
position                                                                        
adverse to the Partnership.                                                     

Modification.  The Partnership  Agreement  includes certain provisions  
which                                                                           
are intended to facilitate  resolution of conflicts of interest  which may      
arise                                                                           
between the Partnership  and other Programs  sponsored by the General Partner   
or                                                                              
any  Affiliates  of the General  Partner with respect to  particular            
investment                                                                      
opportunities  that become  available.  See "CONFLICTS OF                       
INTEREST--Competition                                                           
with the General  Partner and its  Affiliates."  In particular,  the            
Partnership                                                                     
Agreement provides that, if, after considering  appropriate factors, the        
General                                                                         
Partner determines that any investment opportunity would be equally suitable    
for                                                                             
the Partnership and various other Affiliated Entities, the General Partner      
shall                                                                           
make such investment  opportunity  available on a rotation basis;  provided     
that                                                                            
until all Capital Contributions have been invested or committed to investment   
in                                                                              
Investments and Reserves (not exceeding 3% of Gross Offering Proceeds),  used   
to                                                                              
pay permitted  Front-End Fees or returned to the Limited Partners as provided   
in                                                                              
the Partnership Agreement, all such investment opportunities (other than        
certain                                                                         
Leases) shall be presented to the Partnership first. Furthermore, if two or     
more                                                                            
entities  sponsored  by the General  Partner or any of its  Affiliates  are     
in a                                                                            
position to lease the same equipment or provide the same financing,  the        
General                                                                         
Partner will generally  afford  priority to the entity that has equipment       
which                                                                           
has been  available for lease or sale or that has had funds  available to       
invest                                                                          
for the longest  period of time. It is not clear under Delaware law whether     
such                                                                            
provisions would be enforceable.                                                

Detriment and Benefit.  Without  modifying the general  common law      
fiduciary                                                                       
duties,  the  General  Partner  could not serve as the  general  partner for    
the                                                                             
Partnership  and any other  investor  program which might  acquire,  finance    
and                                                                             
lease  equipment  at the same time.  The  modification  made by the             
Partnership                                                                     
Agreement may operate as a detriment to the Limited  Partners  because there    
may                                                                             
be business opportunities that will not be made available to the Partnership.   

The foregoing modifications permit the General Partner to act as the    
General                                                                         
Partner of more than one similar  investment  program and for the Partnership   
to                                                                              
benefit  from its  experience  resulting  therefrom,  but  relieves  the        
General                                                                         
Partner and/or its Affiliates of the strict  fiduciary duty of a general        
partner                                                                         
acting  as such for only one  investment  program  at a time,  and  permits     
the                                                                             
Partnership to use joint ventures to acquire larger and more diverse assets.    
The                                                                             
Partnership  Agreement  provisions  are  intended to  reconcile  the            
applicable                                                                      
requirements  of the  Delaware  Act with the fact that the  General  Partner    
is                                                                              
currently  managing,  and  will  continue  to  manage  during  the  term  of    
the                                                                             
Partnership,  a number of other equipment  leasing  programs with which         
possible                                                                        
conflicts of interest may arise and be resolved in a manner  consistent with    
the                                                                             
expectation  of the  investors  of all  such  programs,  the  General           
Partner's                                                                       
fiduciary  duties  and the  Partnership's  and such other  entities'            
investment                                                                      
objectives, including especially that of investment diversification.            

Indemnification of the General Partner, Dealer-Manager and Selling Dealers      

The  Partnership  Agreement  provides  that the General  Partner  shall 
have                                                                            
limited liability to the Partnership and the Limited Partners,  and provides    
for                                                                             
the   indemnification   of  the  General  Partner  and  its  Affiliates  by     
the                                                                             
Partnership,  from assets of the Partnership (and not by the Limited            
Partners),                                                                      
for any  liability,  loss,  cost and  expense of  litigation  that arises out   
of                                                                              
certain acts or omissions by the General  Partner and its  Affiliates,          
provided                                                                        
that the General  Partner or the  Affiliate  determined  in good faith that     
such                                                                            
action or inaction was in the best interests of the  Partnership and such       
course                                                                          
of conduct did not constitute negligence or misconduct by the General Partner   
or                                                                              
such  Affiliate.  Notwithstanding  the foregoing,  the General  Partner and     
each                                                                            
Affiliate  shall be liable,  responsible  and  accountable,  and the            
Partnership                                                                     
shall not be liable to any such party,  for any  portion of any such            
liability,                                                                      
loss,  cost or expense which  resulted from such party's own fraud,             
negligence,                                                                     
misconduct or, if applicable, breach of fiduciary duty to the Partnership or    
any                                                                             
Partner,  as  determined  by a court of  competent  jurisdiction.  As a         
result,                                                                         
purchasers  of  Units  may  have a more  limited  right  of  action  in         
certain                                                                         
circumstances  than  they  would  in  the  absence  of  such  provisions  in    
the                                                                             
Partnership  Agreement which provisions could be asserted by the General        
Partner                                                                         
as a defense to suit by a Limited  Partner  for  alleged  breach by the         
General                                                                         
Partner of its fiduciary duty in conducting the affairs of the Partnership.     

In addition,  the General Partner has agreed to indemnify the           
Dealer-Manager                                                                  
and the Selling Dealers  against all losses,  claims,  damages,  liabilities    
and                                                                             
expenses  incurred by any of them (except those arising as a result of their    
own                                                                             
fraud,  negligence or misconduct) in connection with the offer or sale of       
Units.                                                                          
A  successful  claim for any  indemnification  would  deplete the               
Partnership's                                                                   
assets  by the  amount  paid  and  could  reduce  the  amount  of               
distributions                                                                   
subsequently made to the Limited Partners.                                      

The Partnership is not permitted, however, to furnish indemnification to
the                                                                             
General  Partner,  any  Affiliate of the General  Partner,  any Affiliate or    
any                                                                             
Person  acting  as a  Selling  Dealer  (as the  case  may  be)  for any         
losses,                                                                         
liabilities  or  litigation,  settlement or any other costs or expenses         
arising                                                                         
from or out of an alleged  violation of federal or state  securities laws       
unless                                                                          
(i)(A) there has been a successful  adjudication  on the merits in favor of     
such                                                                            
indemnitee or Selling Dealer on each count  involving  alleged  securities      
laws                                                                            
violations  by such  indemnitee  or Selling  Dealer,  (B) such  claims have     
been                                                                            
dismissed with prejudice on the merits by a court of competent  jurisdiction    
or                                                                              
(C) a court of competent  jurisdiction  shall have  approved a settlement of    
the                                                                             
claims  against  the  indemnitee  and  indemnification  in  respect of the      
costs                                                                           
thereof, and (ii) the court shall have been advised by the General Partner as   
to                                                                              
the current position of the Securities and Exchange  Commission,  the           
Securities                                                                      
Divisions of the Commonwealths of Massachusetts and Pennsylvania,  the States   
of                                                                              
Missouri and Tennessee and any other  relevant  regulatory  body with respect   
to                                                                              
the issue of indemnification for securities law violations.                     

Investor Remedies                                                               

 Under the Delaware Act, a Limited  Partner may institute legal action (i)
on                                                                              
behalf of himself and all other  similarly  situated  Limited  Partners (a      
class                                                                           
action) to recover  damages for a breach by the General Partner of its          
fiduciary                                                                       
duty or (ii) on behalf of the  Partnership  (a  derivative  action)  to         
recover                                                                         
damages from the General Partner or from third parties where the General        
Partner                                                                         
has failed or refused to enforce an obligation.  In addition,  (i) investors    
may                                                                             
have the right, subject to procedural and jurisdictional requirements,  to      
bring                                                                           
partnership  class  actions in  federal  courts to enforce  their  rights       
under                                                                           
federal and state  securities  laws; and (ii) investors who have suffered       
losses                                                                          
in  connection  with the  purchase or sale of their Units may be able to        
recover                                                                         
such  losses  from the  entity  (e.g.,  a Selling  Dealer or the                
Dealer-Manager                                                                  
(including  all  Persons  associated  therewith))  which is  determined  to     
have                                                                            
violated the anti-fraud provisions of federal or state securities laws.         

In addition,  where an employee  benefit plan has acquired  Units,  case
law                                                                             
applying  the  fiduciary  duty  concepts  of ERISA to an  insurance  company    
in                                                                              
connection with an insurance  contract could be viewed to apply with equal      
force                                                                           
to the General  Partner.  The General Partner will provide  quarterly and       
annual                                                                          
reports of operations and must, on demand,  give any Limited  Partner or        
his/her                                                                         
legal  representative  a copy of the Form  10-K  and  true and full             
information                                                                     
concerning the  Partnership's  affairs.  Further,  the  Partnership's  books    
and                                                                             
records  may be  inspected  or copied by its  Limited  Partners  or their       
legal                                                                           
representatives  at any time during normal business  hours.  See "SUMMARY OF    
THE                                                                             
PARTNERSHIP AGREEMENT -- Access to Books and Records."                          

This is a rapidly  developing and changing area of the law and this     
summary,                                                                        
which describes in general terms the remedies  available to Limited Partners    
for                                                                             
breaches of  fiduciary  duty by the General  Partner,  is based on statutes     
and                                                                             
judicial and administrative decisions as of the date of this Prospectus.        
Limited                                                                         
Partners who have questions  concerning the duties of the General Partner or    
who                                                                             
believe  that a breach of  fiduciary  duty by the General  Partner has          
occurred                                                                        
should consult their own counsel.                                               

To the  extent  that  the  indemnification  provisions  purport  to     
include                                                                         
indemnification for liabilities arising under the Securities Act, in the        
opinion                                                                         
of the  Commission,  such  indemnification  is  contrary  to public  policy     
and                                                                             
therefore unenforceable. If a claim for indemnification against such            
liabilities                                                                     
(other than for expenses  incurred in a successful  defense) is asserted        
against                                                                         
the  Partnership  by the General  Partner  under the  Partnership  Agreement    
or                                                                              
otherwise,  the Partnership will submit to a court of competent jurisdiction    
the                                                                             
question  whether  such  indemnification  by  it is  against  public  policy    
as                                                                              
expressed in the Securities  Act and will be governed by the final              
adjudication                                                                    
of such issue.                                                                  

OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES 

Prior Public Programs                                                   

The General Partner was formed in 1985 to finance and lease  equipment, 
and                                                                             
sponsor and act as the general  partner for  publicly  offered,                 
income-oriented                                                                 
equipment  leasing limited  partnerships.  In addition to the  Partnership,     
the                                                                             
General Partner is the general partner of ICON Cash Flow Partners,  L.P.,       
Series                                                                          
A ("Series A"), ICON Cash Flow Partners,  L.P., Series B ("Series B"), ICON     
Cash                                                                            
Flow  Partners,  L.P.,  Series C ("Series  C"), ICON Cash Flow  Partners,       
L.P.,                                                                           
Series D ("Series D"), ICON Cash Flow Partners,  L.P., Series E ("Series E")    
and                                                                             
ICON Cash Flow  Partners  L.P. Six ("L.P.  Six") which,  together with Series   
A,                                                                              
Series B, Series C, Series D and Series E is  referred  to  collectively  as    
the                                                                             
"Prior Public Programs").  The Prior Public Programs were (or are in the case   
of                                                                              
L.P. Six) also  publicly-offered  and income-oriented  equipment leasing        
limited                                                                         
partnerships with objectives similar to the Partnership. The General Partner    
and                                                                             
its Affiliates have also engaged in the past and may in the future engage,      
to a                                                                            
limited  extent,  in the  business of brokering  equipment  leasing or          
financing                                                                       
transactions  which do not  meet  the  investment  criteria  established  by    
the                                                                             
General  Partner  and the  Prior  Public  Programs  (such  as                   
creditworthiness,                                                               
equipment types, excess transaction size or concentration by lessee, location   
or                                                                              
industry).                                                                      

 In addition,  until 1985  Affiliates of the General  Partner were engaged
in                                                                              
the  business  of  originating  privately-offered  real  estate  investment     
and                                                                             
equipment  leasing  programs  which they  continue to manage  primarily  for    
the                                                                             
benefit of non-Affiliated parties.                                              

As of  February  1,  1989  (the  final  date for  admission  of its     
limited                                                                         
partners),  Series A had held twelve  closings  beginning May 6, 1988 and       
ending                                                                          
January  8, 1989,  and had  received a total of  $2,504,500  in limited         
partner                                                                         
capital  contributions  from 222  investors.  As of November 16, 1990 (the      
final                                                                           
date for  admission  of its limited  partners),  Series B had held              
twenty-seven                                                                    
closings beginning  September 22, 1989 and ending on November 16, 1990          
following                                                                       
which a total of 1,742 investors, holding limited partnership interests equal   
to                                                                              
the entire  $20,000,000  offering of such partnership,  were admitted as        
limited                                                                         
partners  in the Series B  partnership.  As of June 20, 1991 (the final date    
for                                                                             
admission  of  its  limited  partners),  Series  C had  held  thirteen          
closings                                                                        
beginning January 3, 1991 and ending on June 20, 1991 following which a total   
of                                                                              
1,732  investors,  holding  limited  partnership  interests  equal to the       
entire                                                                          
$20,000,000  offering of such partnership,  were admitted as limited partners   
in                                                                              
the Series C  partnership.  As of June 5, 1992 (the final date for  admission   
of                                                                              
its limited partners),  Series D had held nineteen closings beginning           
September                                                                       
13, 1991 and ending on June 5, 1992, following which a total of 3,054           
investors,                                                                      
holding limited partnership  interests equal to the entire $40,000,000          
offering                                                                        
of  such  partnership,  were  admitted  as  limited  partners  in the           
Series  D                                                                       
partnership.  As of August 6, 1993, Series E had held 27 closings beginning     
July                                                                            
6, 1992 and including August 6, 1993, following which a total of 3,738          
investors                                                                       
which had  subscribed for units in such  partnership  through July 31, 1993     
(the                                                                            
termination  date  of  Series  E's  offering  period)  and  which  held         
limited                                                                         
partnership  interests  equal to  $61,041,150  out of the  original             
$80,000,000                                                                     
offering  which was  registered  had been  admitted  as Limited  Partners to    
the                                                                             
Series E  partnership.  As of September  1, 1995,  L.P. Six had held 35         
closings                                                                        
beginning March 31, 1994 and including August 31, 1995,  following which a      
total                                                                           
of 1,819 Limited Partners  (exclusive of the Initial Limited Partner) with      
total                                                                           
subscriptions  for  307,778.5844  Units  ($30,777,858.44)  out of  the          
original                                                                        
$120,000,000 offering which was registered had been admitted to the             
Partnership.                                                                    
See Exhibit B--TABLE I. "EXPERIENCE IN RAISING AND INVESTING FUNDS."            

The Prior  Public  Programs are all actively  engaged in the  ownership 
and                                                                             
operation of Leases and Financing  Transactions.  As of June 30, 1995, the      
Prior                                                                           
Public Programs had originated or acquired investments (stated in terms of      
their                                                                           
respective original acquisition costs) as follows: Series A had acquired a      
total                                                                           
of $6,033,973 of leased  equipment (by original  cost),  $1,527,488 of          
financing                                                                       
transactions (by original cost) and total investments of $7,561,461 (by         
original                                                                        
cost). Series B had acquired a total of $61,423,474 leased equipment,           
$3,291,882                                                                      
of financing  transactions  and total  investments of $64,715,356;  Series C    
had                                                                             
acquired a total of  $65,547,480  of leased  equipment,  $2,103,417 of          
financing                                                                       
transactions and total investments of $67,650,897; Series D had acquired a      
total                                                                           
of $88,049,907 of leased  equipment,  $6,127,538 of financing  transactions     
and                                                                             
total investments of $94,177,445;  Series E had acquired a total of             
$167,529,893                                                                    
of leased equipment,  $8,316,597 of financing transactions and total            
investments                                                                     
of  $175,846,490;  and L.P.  Six had acquired a total of  $69,075,927  of       
leased                                                                          
equipment,  $1,584,433  of  financing  transactions  and  total  investments    
of                                                                              
$70,660,360.                                                                    

As of June 30, 1995,  Series A had equipment  under  management (by     
original                                                                        
cost of  investment  acquired  less the  total  original  cost of  assets       
sold)                                                                           
consisting  of $622,810 of leases and $933,073 of financing  transactions       
which                                                                           
represents  10.3%  and  61.1%  of the  original  cost of  investments           
acquired,                                                                       
respectively.  Series B had  equipment  under  management  (by original  cost   
of                                                                              
investment  acquired less the total original cost of assets sold)  consisting   
of                                                                              
$11,887,497 of leases and $1,199,559 of financing  transactions which           
represents                                                                      
19.3% and 36.4% of the  original  cost of  investments  acquired,               
respectively,                                                                   
Series C had equipment  under  management  (determined  as above)  consisting   
of                                                                              
$33,548,272 of leases and $1,588,054 of financing  transactions which           
represents                                                                      
51.2% and 75.5% of the  original  cost of  investments  acquired,               
respectively,                                                                   
Series D had equipment  under  management  (determined  as above)  consisting   
of                                                                              
$48,902,126 of leases and $3,850,571 of financing  transactions which           
represents                                                                      
55.5% and 62.8% of the  original  cost of  investments  acquired,               
respectively,                                                                   
Series E had equipment  under  management  (determined  as above)  consisting   
of                                                                              
$140,635,809 of leases and $6,888,306 of financing transactions which           
represents                                                                      
83.9% and 82.8% of the original cost of investments  acquired,  respectively    
and                                                                             
L.P. Six had equipment  under  management  (determined  as above)  consisting   
of                                                                              
$67,962,549 of leases and $1,584,433 of financing  transactions which           
represents                                                                      
98.4% and 100% of the original cost of investments acquired, respectively.      

The  percentages  and  amounts  of  cash  distributions   which         
represented                                                                     
investment income (after deductions for depreciation and amortization of        
initial                                                                         
direct costs of its  investments)  and a return of capital  (corresponding      
to a                                                                            
portion of the depreciation  deductions for the related  equipment) for         
Series A                                                                        
through L.P. Six for each year from their respective dates of formation         
through                                                                         
June 30, 1995 are included in TABLE III of Exhibit B hereto ("Operating         
Results                                                                         
of Prior Public Programs"). Certain additional investment information           
concerning                                                                      
such  Programs  as of June 30,  1995 is also  included  in Tables I, II and V   
of                                                                              
Exhibit B and in Table VI to the Registration  Statement,  as amended,  of      
which                                                                           
this Prospectus is a part.                                                      

Three  of the  Prior  Public  Programs,  Series  A,  Series  B and      
Series C                                                                        
experienced  unexpected  losses in  1991-1992  as shown on TABLE  III.          
Series A                                                                        
experienced  losses of $133,569 in 1992  primarily  related to the bankruptcy   
of                                                                              
Richmond Gordman Stores,  Inc. Series B established a provision for bad debts   
in                                                                              
1991 of  $1,260,999  primarily  relating to defaults by  guarantors  under      
asset                                                                           
purchase  contracts  and, in addition,  wrote down its  investment  in          
equipment                                                                       
leases related to Financial News Network,  Inc. and Data Broadcasting           
Services,                                                                       
Inc. by $148,983 as a result of reported  lessee  fraud by those  companies     
and                                                                             
their eventual  bankruptcy.  In 1992, Series B wrote down its residual          
positions                                                                       
by $506,690, $138,218 of which was related to the bankruptcy of Richmond        
Gordman                                                                         
Stores,  Inc.  and  $368,472  of which  was  related  to rapid  obsolescence    
of                                                                              
equipment due to unexpected  withdrawal of software support by the              
manufacturer.                                                                   
Series C wrote-down its residual position in 1992 by $1,412,365  relating to    
the                                                                             
bankruptcy of PharMor,  Inc.  which  involved the reported  misappropriation    
of                                                                              
funds by the  management of such company and the  overstatement  of inventory   
on                                                                              
its audited financial  statements.  The Sponsor has taken certain steps which   
it                                                                              
believes  will permit  Series A, Series B and Series C to recover  such         
losses,                                                                         
including the following:  (1) foregone Administrative Expense reimbursements    
for                                                                             
the period July 1, 1991 through  September  30, 1993,  to which it was          
otherwise                                                                       
entitled in the amount of $34,961 (Series A),  $697,463  (Series B) and         
$859,961                                                                        
(Series  C); (2)  reduced  the annual  cash  distribution  rate to 9%           
effective                                                                       
September 1, 1993 for Series A, B and C to make available  additional  funds    
for                                                                             
supplemental reinvestments for each of such Programs; (3) deferred the          
Sponsor's                                                                       
receipt of management fees effective  September 1, 1993 (which deferrals for    
the                                                                             
period  September 1, 1993  through  June 30, 1995 amount to $28,812  (Series    
A),                                                                             
$315,408  (Series B) and $428,503  (Series C));  (4)  effective  January 1,     
1994                                                                            
reduced the  management  fees which Series A, Series B and Series C each pays   
to                                                                              
the Sponsor to a flat rate of 2% and effective  January 1, 1995 further         
reduced                                                                         
the  management  fees which  Series A pays to the  Sponsor to a flat rate of    
1%,                                                                             
which fee reductions have resulted in decreases in expenses to such Programs    
for                                                                             
the period  January 1, 1994 to June 30,  1995 of $17,198  (Series  A),          
$262,310                                                                        
(Series B) and $325,766  (Series C); (5) effective  January 31, 1994,           
converted                                                                       
the variable rate borrowing  facilities of Series A, B and C to fixed rate,     
term                                                                            
loan financings in the original  principal  amounts of $720,000,  $1,600,000    
and                                                                             
$1,500,000,  respectively,  to  eliminate  interest  rate  risk  on the         
related                                                                         
portions of such  Programs'  portfolios;  and (6)  effective  January 31,       
1995,                                                                           
amended  the  partnership  agreement  of Series A, by vote of a majority  of    
its                                                                             
limited partners to (a) extend the  reinvestment  period of Series A by not     
less                                                                            
than 2 nor more than 4 years,  (b)  authorize  loans by the  Sponsor to         
Series A                                                                        
under  certain  conditions  for a term in  excess  of  twelve  months  and up   
to                                                                              
$250,000,  and  (c) (as  noted  in  clause  (4),  above)  decrease  the  rate   
of                                                                              
management  fees  payable  by  Series  A to the  Sponsor  to a flat 1% of       
gross                                                                           
revenues  from all of its leases and  financing  transactions  (pursuant  to    
the                                                                             
amendments,  the Sponsor, in February and March 1995, lent $75,000 and          
$100,000,                                                                       
respectively,  to Series A). The Sponsor  subsequently elected to write off     
such                                                                            
loans  as of  March  31,  1995  (see  Note  (4)  of the  Consolidated           
Financial                                                                       
Statements of the Sponsor appearing on Page 119 of this  Prospectus).  There    
can                                                                             
be no assurance  that the forgoing  steps will be successful  in recovering     
the                                                                             
full amount of the losses of Series A, Series B and Series C which are          
described                                                                       
in this  paragraph.  To the extent  such  efforts are not  successful  and,     
as a                                                                            
result,  Series A, Series B or Series C do not earn  sufficient  amounts        
through                                                                         
their respective  remaining periods of operations to recoup such losses,  any   
of                                                                              
such  Programs  so  effected  would not be able to return all of its            
respective                                                                      
investors' capital.                                                             

The General  Partner hereby agrees that it will provide the most recent 
Form                                                                            
10-K for any of the Prior Public Programs, upon written request (with no fee    
but                                                                             
with reimbursement of its actual out of pocket costs and expenses of copying    
and                                                                             
mailing such Form 10-K) and provide copies of the exhibits to such Form 10-K    
for                                                                             
a reasonable  fee and with  reimbursement  of its actual out of pocket costs    
and                                                                             
expenses of copying and mailing such exhibits to such Form 10-K.                

Prior Non-Public Programs                                               

 Certain  subsidiaries of International  Consolidated Group, Inc. ("ICG"),
an                                                                              
Affiliate of the General Partner (see "MANAGEMENT"), sponsored and completed    
the                                                                             
sale of securities for fifty-nine tax-advantaged investment programs (the       
"Prior                                                                          
Non-Public Programs") between the years 1979 through 1985. All of such          
programs'                                                                       
investment objectives are substantially  dissimilar to those of the Prior       
Public                                                                          
Programs of the Partnership.                                                    

The  information  presented  in this  Section  concerning  the Prior    
Public                                                                          
Programs and the Prior  Non-Public  Programs and the information and data in    
the                                                                             
Tables  included as Exhibit B for the Prior Public  Programs are  unaudited     
and                                                                             
represent the experience of the General  Partner and its Affiliates in the      
Prior                                                                           
Programs.  Persons  who  invest  in Units in the  Partnership  will not have    
any                                                                             
ownership  interest  in any other  program  as a result of such  investment     
and                                                                             
should not assume that they will experience returns, if any, comparable to      
those                                                                           
experienced by the investors in the Prior Public Programs.                      

STATUS OF THE OFFERING  

As of the date of this  Prospectus,  the Partnership had not had its    
Initial                                                                         
Closing.                                                                        

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CERTAIN RELATIONSHIPS WITH THE PARTNERSHIP  

The following  diagram shows the  relationship  of the  Partnership  and
the                                                                             
General Partner with certain Affiliates of the General Partner.  The solid      
lines                                                                           
indicate ownership and the broken lines certain contractual  relationships.     
All                                                                             
of the entities shown below are corporations except as otherwise indicated.     

ICON Securities Corp.                                     ICON Capital Corp.    
(the "Dealer-Manager")                                   ("General Partner")    
(100% of the outstanding                                    (59.8% of the       
securities of the Dealer-                               outstanding securities  
Manager is owned indirectly                             of the General Partner  
by Peter D. Beekman)                                         is owned by        
   |                                                 Peter D. Beekman)
|                                                             | 
|                                                             | 
-------------------ICON Cash Flow Partners L.P. Seven-------- | 
(the "Partnership") 

MANAGEMENT  

The General Partner                                                             

The General Partner, ICON Capital Corp., is a Connecticut  corporation  
which                                                                           
was formed in 1985 under the name ICON Properties,  Inc. The name of the        
General                                                                         
Partner was changed on July 19,  1990 to more  accurately  reflect the scope    
and                                                                             
focus of its business  activities.  The General Partner's  principal offices    
are                                                                             
located at 600 Mamaroneck  Avenue,  Harrison,  New York 10528, and its          
telephone                                                                       
number is (914)  698-0600.  The officers of the General  Partner,  listed       
below,                                                                          
have extensive experience in selecting,  acquiring, leasing, financing,         
managing                                                                        
and remarketing (re-leasing and selling) equipment.                             

The General  Partner will perform,  or cause to be  performed,  all     
services                                                                        
relating  to  the   day-to-day   management   of  the  Equipment  and           
Financing                                                                       
Transactions  of the  Partnership.  Such  services  include  the  collection    
of                                                                              
payments due from the lessees of the Equipment and companies  which entered     
into                                                                            
Financing  Transactions   ("Users"),   releasing  services  in  connection      
with                                                                            
Equipment which is off-lease, inspections of the Equipment, liaison with        
Lessees                                                                         
and Users,  supervision of  maintenance  being  performed by third parties,     
and                                                                             
monitoring of performance by the Lessees of their  obligations  under the       
Leases                                                                          
and Users under Financing  Transactions,  including payment of rent or          
principal                                                                       
and interest and all operating expenses.                                        

 Peter D. Beekman owns or controls 59.8% of the outstanding  capital stock
of                                                                              
the General Partner.                                                            

The officers and directors of the General Partner are:                  

Peter D. Beekman    Chairman of the Board and President                 
Cortes E. DeRussy   Executive Vice President and Director               
  Charles Duggan    Executive Vice President,  Chief  Financial  Officer and
Director                                                                        
Susan H. Beekman    Vice President, Secretary and Director              
Gary N. Silverhardt       Vice President and Controller                 

Peter D. Beekman - Chairman of the Board and President                          

  Peter D.  Beekman,  56,  founded  the Company in 1985 and  previously  had
founded the ICON Group,  Inc.  affiliate in 1978. From 1974 to 1978 he was the  
Equity Syndication  Director for Litton Industries Credit  Corporation.  Prior  
to 1974,  Mr. Beekman held marketing  positions  with  International  Business  
Machines Corp.,  Itel Corp. and Computer  Investors Group,  Inc.  Earlier,  he  
served as an officer in the United  States Navy.  He is a founder and a former  
director  of  the  Eastern  Association  of  Equipment  Lessors.  Mr.  Beekman  
received a B.S. degree from Worcester Polytechnic Institute.                    

Cortes E.  DeRussy - Executive  Vice  President,  Chief  Leasing  Officer and   
Director                                                                        

Cortes E. DeRussy,  55, joined ICON in 1985.  From 1971 to 1985, he was 
with                                                                            
Industralease  Corporation,  most  recently  as  President.  Prior to 1971,     
Mr.                                                                             
DeRussy was an Account Executive with Cowen & Company,  President of            
Progressive                                                                     
Data Services and an Account  Executive  with Merrill  Lynch,  Pierce,          
Fenner &                                                                        
Smith. Earlier he served as an officer in the United States Army. Mr. DeRussy   
is                                                                              
a director of the Equipment  Leasing  Association  of America and was a         
founder,                                                                        
former  president and a former director of the Eastern  Association of          
Equipment                                                                       
Lessors. He received a BBA degree from Tulane University.                       

Charles  Duggan -  Executive  Vice  President,  Chief  Financial  Officer and   
Director                                                                        

  Charles  Duggan,  53,  joined  ICON in 1986.  From  1985 to  1986,  he was
Senior Vice  President of CSA  Financial  Corp.,  and from 1981 to 1985,  Vice  
President - Finance of Finalco  Group,  Inc.  Prior to 1981, Mr. Duggan served  
as chief  financial  officer of  International  Paper Credit  Corporation  and  
Litton Industries Credit  Corporation.  Earlier, he was with Touche Ross & Co.  
and  Revlon,  Inc.  Mr.  Duggan is  treasurer  and a director  of the  Eastern  
Association  of  Equipment  Lessors.  He received a B.S.  degree from  Fordham  
University and is a Certified Public Accountant.                                

Susan H. Beekman - Vice President, Secretary, Treasurer and Director            

  Susan H. Beekman,  52, joined the ICON Group,  Inc.  affiliate when it was
founded  in 1978 and has been a member of ICON  since its  inception  in 1985.  
Prior to 1978,  she held system  development  and  programming  positions with  
American  Telephone  &  Telegraph  Company,  International  Business  Machines  
Corporation,  and  American  Airlines.  Ms.  Beekman  is the  wife of Peter D.  
Beekman.  She  received  an MA degree from  Manhattanville  College and a B.A.  
degree from Allegheny College.                                                  

Gary N. Silverhardt - Vice President and Controller                             

Gary N. Silverhardt,  35, joined ICON in 1989. From 1985 to 1989 he was 
with                                                                            
Coopers & Lybrand,  most  recently as an Audit  Supervisor.  Prior to 1985,     
Mr.                                                                             
Silverhardt  was employed by Katz,  Schneeberg  & Co. He received a B.S.        
degree                                                                          
from the State  University  of New York at New Paltz and is a  Certified        
Public                                                                          
Accountant.                                                                     

Other key management personnel include:                                         

William F. Schuler - General Counsel                                            

William F.  Schuler,  46,  joined  ICON in 1988.  From 1984 to 1988,  he
was                                                                             
General Counsel of CSA Financial  Corp.,  and from 1980 to 1984, he an          
Associate                                                                       
with the law firm of Roche, Carens and DeGiacomo. Prior to 1981, Mr. Schuler    
was                                                                             
with  the  Bank of  Boston.  He  received  B.A.  and J.D.  degrees  from        
Temple                                                                          
University  and  an  LLM  from  Boston   University  and  is  a  member  of     
the                                                                             
Massachusetts and Pennsylvania Bar Associations.                                

Elizabeth A. Schuette - Lease Operations Director                               

Elizabeth A. Schuette,  36, joined ICON in 1995.  From 1994 to 1995, she
was                                                                             
Vice President - Credit at Phoenixcor,  Inc., from 1993 to 1994, Vice           
President,                                                                      
Special Credits for Concord Leasing,  Inc., from 1989 to 1993, a Regional       
Credit                                                                          
Manager for Household Finance from 1986 to 1989, an Assistant Vice President    
for                                                                             
Citytrust  Bank and from 1983 to 1986, an Assistant  Vice  President for        
Society                                                                         
for Savings.  Prior to 1983, Ms Schuette was a Financial  Consultant for        
Kaplan,                                                                         
Smith and Associates and a Cost Analyst for Booz Allen & Hamilton.  She         
received                                                                        
an MA degree  from  George  Washington  University  and a BA from The College   
of                                                                              
William and Mary.                                                               

Mitchell Larkin - Lease Acquisition Director                                    

Mitchell  Larkin,  46,  joined ICON in 1990.  From 1988 to 1990 he was  
Lease                                                                           
Acquisition Specialist for LDI Financial Services, Inc., from 1987 to 1988      
was a                                                                           
Regional Sales Manager for First  Interstate  Credit  Alliance from 1987 to     
1988                                                                            
and from 1985 to 1987,  he was a  marketing  representative  for ICON.  Prior   
to                                                                              
1985, Mr. Larkin held marketing and credit  positions  with  Scientific         
Leasing                                                                         
Corp.,   Equilease  Corp.,  Litton  Industries  Credit  Corporation  and        
Leasco                                                                          
Computer, Inc. He received a B.S. degree from Husson College.                   

Robert B. Gage - Portfolio Management Director                                  

Robert B. Gage, 57, joined ICON in 1992.  From 1981 to 1985, he was with
AIC                                                                             
Leasing Services, Inc., most recently as Vice President and General Manager,    
and                                                                             
from 1969 to 1981 he was  Director of  Operations  for Rockwood  Computer       
Corp.                                                                           
Prior to 1969,  Mr.Gage was with  Electrographic  Corporation.  He received     
BBA                                                                             
degree from West Virginia Wesleyan College.                                     

Affiliates of the General Partner                                               

ICON Securities Corp. and International Consolidated Group, Inc.                

ICON Securities Corp., (the "Dealer-Manager"), is a New York corporation
and                                                                             
a wholly owned subsidiary of International  Consolidated  Group, Inc., which    
was                                                                             
formed in 1982 to manage the equity sales for investor programs sponsored by    
its                                                                             
Affiliates.  The  Dealer-Manager  is registered with the Securities and         
Exchange                                                                        
Commission and is a member of the National  Association  of Securities          
Dealers,                                                                        
Inc. and the Securities Investor Protection Corporation. ICON Securities Corp.  
will act as the Dealer-Manager of the Offering.                                 

International Consolidated Group, Inc. ("ICG") is a New York corporation
and                                                                             
the   parent  of  a  number  of   wholly-owned   subsidiaries,   including      
the                                                                             
Dealer-Manager,   which  were  formed  to  sponsor,  own,  operate,  and        
manage                                                                          
privately-offered  investment  programs in specified  leasing,  finance and     
real                                                                            
estate  investments,  and to sell equity  interests in such  programs.  Of      
those                                                                           
subsidiaries,  only the  Dealer-Manager is intended to continue to engage in    
any                                                                             
material  on-going  business  activity  after  completion of operations of      
those                                                                           
programs.                                                                       

In  the  years  from  1979  through  1986,   ICG  and/or  its           
subsidiaries                                                                    
successfully   syndicated   the  equity   offering  of  59   privately          
offered                                                                         
tax-advantaged  investment  programs engaged in the equipment  leasing and      
lease                                                                           
finance businesses and three real estate leasing programs which in the          
aggregate                                                                       
raised  approximately  $24.6 million of equity and invested the net funds       
raised                                                                          
by  such  offerings  in  approximately  $90  million  of  equipment,            
financing                                                                       
transactions and reserves.                                                      

INVESTMENT OBJECTIVES AND POLICIES  

General                                                                         

Investment Objectives.  The Partnership intends to acquire and lease    
various                                                                         
types of Equipment  primarily to businesses  located  within the United         
States,                                                                         
which the General Partner determines are Creditworthy. The Partnership will     
also                                                                            
provide  financing  to these same types of  businesses  secured by tangible     
and                                                                             
intangible  personal property and other or additional  collateral  determined   
by                                                                              
the General  Partner to be sufficient  in amounts and types to provide          
adequate                                                                        
security for the current and future  obligations of such borrowers.  The        
General                                                                         
Partner estimates that approximately  one-third of Net Offering Proceeds will   
be                                                                              
invested in Financing Transactions as well as Leases or other transactions      
which                                                                           
produce portfolio income although the General Partner may determine to invest   
up                                                                              
to one-half of such Proceeds in such Investments if, in its sole discretion,    
it                                                                              
believes such Investments to be in the best interests of the  Partnership.      
Over                                                                            
the life of the  Partnership,  the General  Partner  expects that               
approximately                                                                   
one-third  of  its  Investments,   by  cost,  will  consist  of  such  types    
of                                                                              
Investments.  See  "Investment  Discretion  of the General  Partner" and        
"Credit                                                                         
Review Procedures" in this section.                                             

The Partnership's overall investment objectives are:                            

(i) to achieve the Maximum Offering in an orderly manner;               

(ii) to apply  promptly Net Offering  Proceeds,  together with the      
principal                                                                       
amount of any Indebtedness permitted to be incurred, to acquire         
Investments,                                                                    
which are as broadly  diversified by collateral type,  lessee/user      
industry                                                                        
and geographic  location as is possible in accordance with the          
Partnership's                                                                   
investment  objectives and policies  described herein and in the        
Partnership                                                                     
Agreement;                                                              

(iii) to arrange for financing of  substantially  all  contractual      
revenues                                                                        
receivable   for  such   Investments   which  are  not  needed  for     
current                                                                         
distributions and operating expenses;                                   

(iv) to make  monthly cash  distributions  in an amount equal to "First 
Cash                                                                            
Distributions"  to each of the Limited  Partners  from Cash From        
Operations                                                                      
during the Reinvestment  Period (which shall commence on the Initial    
Closing                                                                         
Date and end not less than  five (5)  years  nor more  than  eight (8)  
years                                                                           
after the Final Closing Date (see "Cash  Distributions to               
Partners--Monthly                                                               
Cash Distributions and; "--First Cash Distributions to the Limited      
Partners"                                                                       
in this section);                                                       

(v) to re-invest all undistributed  Cash From Operations and Cash From  
Sales                                                                           
in  additional  Investments  during  the  Reinvestment  Period  to      
increase                                                                        
continuously  the  total  amount  of  the  Partnership's                
revenue-generating                                                              
Investments  (see   "--Reinvestment  of  Undistributed  Cash  in        
Additional                                                                      
Equipment, Leases and Financing Transactions" in this section); and then

(vi) to sell or otherwise  transfer the Partnership's  Investments and  
other                                                                           
assets in an orderly  manner and  thereafter to  distribute  Cash From  
Sales                                                                           
thereof to the Partners within  approximately  six (6) to thirty (30)   
months                                                                          
after the end of the Reinvestment Period.                               

It is expected that the Partnership  will initially  invest a minimum of
the                                                                             
sum of (x) 74.0% of Gross Offering Proceeds (assuming 80% leverage--see         
"SOURCES                                                                        
AND  USES OF  OFFERING  PROCEEDS  AND  RELATED  INDEBTEDNESS")  and (y)         
related                                                                         
borrowings  (which are  projected  to average  50%, but may be up to 80%, of    
the                                                                             
aggregate  Purchase  Price  of the  Partnership's  Investments),  together      
with                                                                            
amounts  payable  from the  rentals  due from its Leases  and  excess  Cash     
From                                                                            
Operations, to make Investments.                                                

THERE CAN BE NO ASSURANCE THAT THE PARTNERSHIP WILL BE SUCCESSFUL IN MEETING    
ANY                                                                             
OF ITS OBJECTIVES OR THAT SUCH OBJECTIVES WILL BE ATTAINED AT ALL.              

Investment  Discretion  of the  General  Partner.  As of the  date  of  
this                                                                            
Prospectus,  the  Partnership  does not have any  investment  in,  or  option   
or                                                                              
contractual commitment to acquire, lease or finance any specific Investments.   
In                                                                              
light of the fact  that no  proposed  Investments  have  been made by or for    
the                                                                             
Partnership by any of the  Partnership,  the General Partner or any Affiliate   
of                                                                              
the General Partner as of the date of this Prospectus,  and because there can   
be                                                                              
no way of anticipating what types of Investments will be available on           
reasonable                                                                      
terms at the times the Partnership is ready to invest its funds, there can be   
no                                                                              
assurance as to the ultimate  composition of the Partnership's actual           
Investment                                                                      
portfolio.  In addition,  the proportion of the total  Investments which will   
be                                                                              
made in Equipment and Leases on the one hand and Financing  Transactions  on    
the                                                                             
other hand will  depend on a number of factors  including,  without             
limitation,                                                                     
state tax laws (e.g., sales, use, property and/or franchise taxes which apply   
in                                                                              
certain  jurisdictions  to leases  and  leased  equipment  but not loans and    
the                                                                             
collateral  therefor) or other laws (for  example,  those  applicable to        
secured                                                                         
transactions)  which  may  make it more  cost-effective  to a  proposed  User   
or                                                                              
provide the Partnership with additional  rights or cost-savings if a            
transaction                                                                     
is structured as a Financing Transaction rather than a Lease.  Accordingly,     
the                                                                             
General  Partner may vary the  Partnership's  Investment  portfolio to adjust   
to                                                                              
prevailing   market,   statutory   and  economic   conditions   to  achieve     
the                                                                             
Partnership's  investment yield,  cash  distribution and other  objectives.     
See                                                                             
"FIDUCIARY  RESPONSIBILITY"  and "OTHER  OFFERINGS  BY THE  GENERAL  PARTNER    
AND                                                                             
AFFILIATES" and Table IV to the Registration Statement.                         

The success of the  Partnership  will largely depend upon the quality of
the                                                                             
Equipment  purchased,  the timing of such  purchases and the Purchase  Price    
and                                                                             
other lease and remarketing terms negotiated by the General Partner with        
respect                                                                         
thereto. Furthermore, in order to ensure that Equipment is suitable for         
re-lease                                                                        
or sale, the Partnership may be required to recondition the Equipment and may   
be                                                                              
required to borrow funds for that purpose. See "--Leveraged Investments"        
below.                                                                          

Acquisition Policies and Procedures                                             

Equipment.   The   Partnership   will  only   acquire   Equipment       
which  a                                                                        
non-Affiliated  Creditworthy  Lessee has committed to lease from the            
Partnership                                                                     
or which is subject to an existing  lease.  See  "--Leases  and Lessees" in     
this                                                                            
section.  The  Partnership  may purchase Used  Equipment  from the current      
users                                                                           
(which  may be the  proposed  Lessees  pursuant  to a  sale-leaseback  or       
other                                                                           
arrangement)  or from dealers in such Equipment at a price which will not       
exceed                                                                          
the  fair  market  value  of such  Equipment.  New  Equipment  purchased  by    
the                                                                             
Partnership  may be acquired  from  manufacturers,  dealers or proposed         
Lessees                                                                         
(through a sale-leaseback or other arrangement), either by contracting with     
such                                                                            
parties  directly or by purchasing  rights under  previously  existing          
purchase                                                                        
agreements.  Under certain circumstances,  Equipment may be purchased from      
other                                                                           
sources  on an ad hoc  basis to meet  the  needs  of a  particular              
Creditworthy                                                                    
Lessee.  Substantial  Equipment  purchases by the Partnership  will be made     
only                                                                            
subject to the General  Partner  obtaining  such  information  and reports,     
and                                                                             
undertaking  such  inspections  and  surveys,  as the  General  Partner may     
deem                                                                            
necessary or advisable to determine the probable economic life,  reliability    
and                                                                             
productivity of such Equipment, as well as the competitive position,            
suitability                                                                     
and  desirability  of  investing  in  such  Equipment  as  compared  with       
other                                                                           
investment  opportunities.  There can be no assurance  that  favorable          
purchase                                                                        
agreements can be negotiated with Equipment  manufacturers  or their            
authorized                                                                      
dealers or lease brokers at the time the Partnership  commences operations or   
at                                                                              
any time during the life of the Partnership.                                    

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The Partnership shall neither purchase,  lease or license  Investments  
from,                                                                           
nor sell, lease or license  Investments to, the General Partner or any          
Affiliate                                                                       
of the General Partner (including,  without limitation, any Program in which    
the                                                                             
General Partner or any such Affiliate has an interest);  provided, however,     
that                                                                            
the  Partnership  may  make  Affiliated  Investments  and  Investments  in      
Joint                                                                           
Ventures   after   satisfying   certain   conditions   and  subject  to         
certain                                                                         
restrictions.  See  "SUMMARY OF THE  PARTNERSHIP  AGREEMENT  --  Limitations    
on                                                                              
Exercise of Powers by the General  Partner."  After the Initial Closing Date,   
it                                                                              
is  anticipated  that  most of the  Partnership's  Equipment  will be           
purchased                                                                       
directly by the Partnership.                                                    

 The General  Partner  intends to evaluate the  Partnership's  Investments
at                                                                              
least  annually,  and more  frequently as  circumstances  require,  to          
determine                                                                       
whether all items of Equipment and Financing  Transactions  should remain in    
its                                                                             
portfolio or should be sold.  The General  Partner will make that decision      
based                                                                           
upon the  Partnership's  operating  results,  general economic  conditions,     
tax                                                                             
considerations,  the nature and condition of items of  Equipment,  the          
financial                                                                       
condition of the parties  obligated to make payments  under Leases and          
Financing                                                                       
Transactions,   alternate   investment   opportunities  then  available  to     
the                                                                             
Partnership and other factors that the General Partner deems appropriate to     
such                                                                            
evaluation.                                                                     

 Any Net  Offering  Proceeds  not used to make  Investments  or  committed
to                                                                              
Reserves to the extent  permitted to be treated as Investments  (see            
"Reserves")                                                                     
within 24 months  after the  Effective  Date (or, if later,  within 12 months   
of                                                                              
receipt of Offering  Proceeds) will be returned pro rata to the Limited         
Partners                                                                        
based  upon their  respective  number of Units,  without  interest  and         
without                                                                         
deduction for Front-End Fees. See "--Return of Uninvested Net Proceeds."        

Credit Review Procedures                                                        

 All  investment  decisions  with respect to the  acquisition  and leasing
of                                                                              
Equipment and the entering into of Financing  Transactions  shall be made by    
the                                                                             
executive officers of the General Partner, subject to the approval of the       
Credit                                                                          
Committee of the General Partner and to the investment policies described       
herein                                                                          
and the  undertakings  set forth under  "CONFLICTS OF  INTEREST."  All          
potential                                                                       
Leases and  Financing  Transactions  shall be  evaluated on the basis of (i)    
the                                                                             
extent to which such transaction appears to satisfy the Partnership's           
investment                                                                      
objectives,  including particularly the economic return to the Partnership,     
(ii)                                                                            
the financial  condition of the prospective  Lessee or User and the character   
of                                                                              
its  business,  (iii) the  availability  of  additional  collateral  and        
credit                                                                          
enhancements to ensure  performance by the potential Lessee or User and (iv)    
the                                                                             
type of equipment  to be  purchased  for lease or which will secure the         
proposed                                                                        
Financing Transaction.                                                          

The General Partner has established a Credit  Committee,  which has set,
and                                                                             
may from time to time  revise,  standards  and  procedures  for the  review     
and                                                                             
approval of potential Leases and Financing Transactions by the credit           
department                                                                      
of the General Partner (including, without limitation, the determination        
whether                                                                         
any Person  qualifies as a  Creditworthy  Lessee or a  Creditworthy  User).     
The                                                                             
Credit  Committee will be responsible for supervising the day-to-day work of    
the                                                                             
credit department and approving significant individual transactions or          
portfolio                                                                       
purchases as well as  transactions  which vary from standard credit criteria    
and                                                                             
policies.  The Credit  Committee  will,  at all times,  consist of four         
persons                                                                         
designated  by the General  Partner.  It is  anticipated  that all four         
persons                                                                         
comprising  the Credit  Committee  will be and will  continue to be officers    
and                                                                             
employees of the General Partner or an Affiliate of the General Partner.        
Action                                                                          
by the Credit  Committee  shall be  determined by a majority and a report of    
any                                                                             
action taken thereby shall promptly be delivered to the General  Partner.  As   
of                                                                              
the date of this Prospectus, the members of the Credit Committee are Messrs.    
Beekman, DeRussy and Duggan and Mrs. Schuette.                                  

The credit  department  is  responsible  for  following  the  credit    
review                                                                          
procedures  described below and determining  compliance  therewith.  The        
General                                                                         
Partner intends that the such procedures (or similar procedures that it         
believes                                                                        
to be equally  reliable) shall be observed in reviewing  either potential       
Leases                                                                          
or  Financing  Transactions  whether  originated  by the General  Partner or    
any                                                                             
Affiliate  of  the  General  Partner  or  acquired  by  the   Partnership       
from                                                                            
non-Affiliated third parties.  Such procedures currently in effect are          
generally                                                                       
as follows:                                                                     

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  (i)  receipt  of  a  Lease  or  financing  application  from  a  potential
Creditworthy Lessee or Creditworthy User;                               

(ii) receipt and analysis of such  potential  Lessee's or User's current
and                                                                             
recent years' financial  statements and, if deemed  appropriate,  income
tax                                                                             
 returns for the most  recently  completed  fiscal  year(s) of such Lessee
or                                                                              
User;                                                                   

  (iii) independent  verification of the potential Lessee's or User's credit
history, bank accounts and trade references;                            

(iv) credit  reports  concerning  the  potential  Lessee or User from   
credit                                                                          
agencies such as Dun & Bradstreet, TRW, etc.; and                       

(v) review and verification of underlying equipment or other collateral.

The General Partner's credit procedures become  progressively more      
stringent                                                                       
for  transactions  above  $25,000 and  $75,000,  respectively,  at each of      
which                                                                           
levels additional  procedures,  documentation  and/or credit enhancement will   
be                                                                              
required as specified in such credit procedures and/or as required by the       
Credit                                                                          
Committee. See "--Portfolio Acquisitions" in this section.                      

 After a thorough review of the above documents, a credit decision is made
by                                                                              
the credit  department of the General  Partner and the  transaction is          
submitted                                                                       
for the review and  approval  of the Credit  Committee.  If the  transaction    
is                                                                              
approved,  appropriate  documentation  (including any applicable  Lease or      
other                                                                           
financing  agreement)  is  forwarded  to the  proposed  Creditworthy  Lessee    
or                                                                              
Creditworthy  User, as the case may be. In addition,  the General  Partner      
will,                                                                           
where  it  deems  appropriate,  seek  and  obtain  the  personal  guarantees    
of                                                                              
principals  or  corporate  parents  of, or other  forms of  credit              
enhancements                                                                    
(including,  among other  things,  certificates  of deposit,  letters of        
credit,                                                                         
mortgages  on real estate or liens on  unrelated  equipment)  from              
Creditworthy                                                                    
Lessees  and   Creditworthy   Users  in  connection  with  the  funding  of     
the                                                                             
transaction.  Upon the General Partner's receipt, review and acceptance (and    
(if                                                                             
applicable) any lender's acceptance) of all appropriate documentation, signed   
by                                                                              
the  Creditworthy  Lessee  or the  Creditworthy  User,  as the case may be,     
the                                                                             
General  Partner will enter into the subject Lease or Financing  Transaction    
in                                                                              
accordance with the terms thereof.                                              

Leases and Lessees                                                              

General. The Partnership's Leases are anticipated to have terms ranging 
from                                                                            
two to five years.  Each Lease is expected to provide for aggregate             
contractual                                                                     
rents that return the Partnership's cost of its Investments (including          
Front-End                                                                       
Fees) along with investment  income.  After its initial term, each Lease will   
be                                                                              
expected  to produce  additional  investment  income  from the  re-lease        
and/or                                                                          
ultimate  sale  of the  Equipment  subject  thereto.  Nevertheless,  the        
actual                                                                          
economic  return to the  Partnership  under any Lease will depend  upon         
several                                                                         
factors, such as the amount of the rental and other payments required to be     
made                                                                            
by the Lessee under such Lease and the  re-lease or sale value of the           
Equipment                                                                       
at the expiration of the term thereof.                                          

 The General  Partner  anticipates  that each Lease entered into on behalf
of                                                                              
the  Partnership,  as well as each  existing  Lease  acquired  on  behalf of    
the                                                                             
Partnership,  will generally provide that the Creditworthy  Lessee will: (i)    
pay                                                                             
rent and other payments  without  deduction or offset of any kind; (ii) bear    
the                                                                             
risk of loss of the Equipment  subject thereto;  (iii) pay sales, use or        
similar                                                                         
taxes  relating to the lease or other use of the  Equipment;  (iv) indemnify    
the                                                                             
Partnership  against  any  liability  resulting  from any act or omission of    
the                                                                             
Creditworthy  Lessee or its agents;  (v) maintain the  Equipment in good        
working                                                                         
order and  condition  during  the term of such  Lease;  and (vi) not  permit    
the                                                                             
assignment  or  sublease  of the  Equipment  subject  thereto  without the      
prior                                                                           
written consent of the General  Partner.  The General  Partner also             
anticipates                                                                     
that none of such Leases will be cancelable during their initial terms;         
provided                                                                        
that the General Partner may agree to Lease provisions which permit             
cancellation                                                                    
of a Lease upon payment of an appropriate  penalty or upon securing a           
substitute                                                                      
Lessee  if such  provisions  are  deemed  by the  General  Partner  to be in    
the                                                                             
Partnership's best interest.                                                    

Tax Classification of Leases.  Although the Partnership intends to      
structure                                                                       
its Leases so that they are treated as leases rather than as  conditional       
sales                                                                           
or financing  transactions for tax purposes,  the Service may contend in a      
given                                                                           
case that a Lease should be characterized as a sale or financing transaction,   
in                                                                              
which case a portion (equivalent to an interest element) of Lease revenues      
would                                                                           
be treated as ordinary  income without offset or deduction for cost recovery    
and                                                                             
the balance of Lease  payments  would be treated as a return of  principal.     
See                                                                             
"RISK FACTORS--                                                                 

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Federal Income Tax Risks and ERISA Matters--Tax  Treatment of Leases as Sales   
or                                                                              
Financings and "FEDERAL INCOME TAX CONSEQUENCES -- Tax Treatment of the         
Leases."                                                                        

Re-Leasing of Equipment.  Following the expiration of any Lease entered 
into                                                                            
by the Partnership,  the Partnership will seek to remarket the Equipment        
subject                                                                         
thereto by either  (i)  extending  or  renewing  such  Lease  with the          
existing                                                                        
Creditworthy Lessee, (ii) leasing such Equipment to a new Creditworthy Lessee   
or                                                                              
(iii) selling such Equipment to the existing  Lessee or a third party;          
provided                                                                        
that, during the Disposition  Period,  subsequent Leases covering such          
Equipment                                                                       
shall  be upon  terms  consistent  with  the  liquidation  of the               
Partnership's                                                                   
Investments and other assets and the distribution of the proceeds thereof.      

Restrictions  To  Assure   Diversification.   It  is  an  objective  of 
the                                                                             
Partnership to maintain  adequate  diversification  of Creditworthy  Lessees    
and                                                                             
Creditworthy  Users.  To that end,  the General  Partner  intends not to        
acquire                                                                         
Equipment for lease to any one Lessee if, after such acquisition, such          
Equipment                                                                       
would have an  aggregate  Purchase  Price in excess of 25% of the               
Partnership's                                                                   
original cost for all Investments in its portfolio as of the Final Closing      
Date,                                                                           
unless such Lessee has a net worth in excess of $100,000,000.                   

Lease Provisions.  The specific  provisions of each Lease to be entered 
into                                                                            
or be  acquired  by the  Partnership  will  depend  upon a variety  of          
factors,                                                                        
including (i) the type and intended use of the Equipment  covered thereby,      
(ii)                                                                            
the business,  operations  and financial  condition of the  Creditworthy        
Lessee                                                                          
party thereto, (iii) regulatory considerations and (iv) the tax consequences    
and                                                                             
accounting treatment of certain provisions thereof.                             

The General Partner  anticipates that each such Lease will generally    
require                                                                         
that  Creditworthy  Lessees  maintain  both (i) casualty  insurance in an       
amount                                                                          
equal to the lesser of the market value of the  Equipment  subject  thereto     
or a                                                                            
specified amount set forth in such Lease and (2) liability insurance (naming    
the                                                                             
Partnership  as an  additional  insured) in an amount  consistent  with         
industry                                                                        
standards. In addition, each such Lease shall generally require the             
Creditworthy                                                                    
Lessee party  thereto to indemnify  the  Partnership  as lessor under such      
Lease                                                                           
against any loss or liability  incurred by or asserted against it arising out   
of                                                                              
such Lease, or any performance thereunder,  or which is related to the          
Equipment                                                                       
subject thereto and to insure the Equipment, the Partnership and any other      
party                                                                           
with an interest in the Equipment  from the normal risks of owning and          
operating                                                                       
the Equipment.  In the opinion of the General Partner, each such Lease will     
also                                                                            
otherwise  generally  afford the Partnership  overall  protection               
substantially                                                                   
equivalent to that provided in leases then being negotiated by leasing          
companies                                                                       
and financial institutions.                                                     

Each such Lease will prescribe certain events of default, including,    
without                                                                         
limitation,  (i) a default, subject to applicable grace periods (if any), in    
the                                                                             
payment of rent, (ii) a failure,  subject to applicable  grace periods (if      
any),                                                                           
to observe or perform  covenants or terms of such Lease and (iii) certain       
events                                                                          
with respect to the  bankruptcy or insolvency of the  Creditworthy  Lessee      
party                                                                           
thereto. Enforcement of remedies is subject to applicable bankruptcy and        
similar                                                                         
laws.  If, and to the extent that, the  Partnership  borrows funds in           
connection                                                                      
with any Lease,  it will  generally  be  required  to assign  some or all of    
its                                                                             
rights under such Lease as collateral for such borrowing.                       

At the end of each Lease term,  the Lessee will often have the option to
buy                                                                             
the  Equipment  subject  thereto  or to  terminate  the  Lease and  return      
such                                                                            
Equipment.  The  options  available  to the  Lessee  at the end of the Lease    
are                                                                             
significant  in that the nature and extent of such  options  may  determine     
the                                                                             
categorization of the Lease for tax, financial reporting and other purposes.    
See                                                                             
"FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of the Leases."                 

 While the General Partner  anticipates that all of the Equipment acquired
by                                                                              
the  Partnership  will be leased to  Creditworthy  Lessees whose  businesses    
are                                                                             
located within the United States,  the  Partnership  may (but does not          
presently                                                                       
anticipate  that it will) enter into Leases for  Equipment  located  outside    
the                                                                             
United States to an incidental  degree,  pursuant to which the  Partnership     
may                                                                             
have an  increased  risk of loss in the event of a default  by the              
Creditworthy                                                                    
Lessee party thereto.                                                           

Equipment                                                                       

"New/Unused",   "Seasoned"  and  "Used/Remarketed  Equipment".  The     
General                                                                         
Partner   anticipates  that  the  Partnership  will  acquire  both              
"new/unused"                                                                    
Equipment (that is,  Equipment  initially  delivered new by the  manufacturer   
or                                                                              
vendor to the current  Lessee less than two months  prior to its purchase by    
the                                                                             
Partnership) and "seasoned"  Equipment (that is, Equipment  initially           
delivered                                                                       
new by the  manufacturer or new equipment vendor to the current Lessee more     
than                                                                            
two months prior to the  Partnership's  purchase of such  Equipment and prior   
to                                                                              
the earlier of (i) the  expiration  of the first Lease thereof or (ii) the      
fifth                                                                           
anniversary  of such  initial  delivery  date).  The  Partnership  expects      
that                                                                            
approximately  25% of its  Equipment  will  consist of  "new/unused"            
Equipment,                                                                      
50-75% its Equipment will consist of "seasoned" Equipment and the balance of    
its                                                                             
Equipment will consist of "used/remarketed" (that is, Equipment which was       
leased                                                                          
previously  to  another  user)  Equipment.  The  Partnership  may also          
purchase                                                                        
"used/remarketed"  Equipment in lieu of  "new/unused"  Equipment  or            
"seasoned"                                                                      
Equipment and, at any time,  "used/remarketed" Equipment may comprise 25% of    
the                                                                             
aggregate  Purchase Price paid by the Partnership for all of its Equipment.     
Any                                                                             
item of Equipment  shall be purchased by the Partnership at a Purchase Price    
not                                                                             
greater than the then current fair market value thereof.                        

"Seasoned"  Equipment  would be  purchased  at  discounts  from the     
Seller's                                                                        
original cost, determined by the Credit Committee to be appropriate,  to        
reflect                                                                         
the  (i)  remaining  useful  life of  such  Equipment  and  (ii)  the           
remaining                                                                       
contractual  payments due under the related  Leases or  Financing               
Transactions.                                                                   
"Seasoned"  transactions  frequently are advantageous  because the              
Partnership's                                                                   
credit  department  will  have  the  opportunity  to  analyze  detailed         
payment                                                                         
histories for the Creditworthy Lessee and or Creditworthy User prior to         
entering                                                                        
into a purchase commitment.  In addition,  the Partnership frequently can       
reduce                                                                          
or eliminate the normal credit risk associated with any Lease by negotiating    
for                                                                             
the seller to  repurchase  those Leases,  the payments  under which are not     
kept                                                                            
current within a specified trial period following the Partnership's  purchase   
of                                                                              
such Equipment and related Leases. See "RISK FACTORS--Partnership and           
Investment                                                                      
Risks--Equipment   and  Lessees   Unspecified;   Investments  in                
'New/Unused,'                                                                   
'Seasoned'  and  'Used/Remarketed'   Equipment;   Investment  Delay;            
Investment                                                                      
Portfolio Composition."                                                         

 Equipment  Registration.  Aircraft  and  marine  vessels  may be  subject
to                                                                              
certain  registration  requirements  imposed  by  federal  law and              
regulations.                                                                    
Registration,  which may be required for operation of aircraft within the       
United                                                                          
States,  is  permitted  only if each  partner of a  partnership  which owns     
such                                                                            
aircraft is a United States  Citizen (as defined  below) or a Resident          
Alien. A                                                                        
trust of which a United  States  Citizen is the  trustee  may own United        
States                                                                          
registered  aircraft if the trustee is not subject to removal or certain        
control                                                                         
or influence by  beneficiaries  more than 25% of whom are neither  United       
States                                                                          
Citizens nor Resident Aliens.  As a consequence,  title to certain aircraft     
that                                                                            
the  Partnership  may  acquire  may be held by a trust  for the  benefit  of    
the                                                                             
Partnership. Similarly, certain types of marine vessels must be registered      
prior                                                                           
to operation in the waterways of the United States.  A partnership  may         
register                                                                        
its vessels with the federal government only if at least 75% of its partners    
are                                                                             
United States  Citizens.  If at any time a partnership  which owns United       
States                                                                          
registered  aircraft  and/or  vessels (or serves as the  beneficiary  of a      
trust                                                                           
which does so) fails to satisfy the  registration  requirements  (whether due   
to                                                                              
misrepresentation, change in citizenship status or transfer of units to a       
Person                                                                          
other  than  a  United  States  Citizen  or  Resident   Alien),   United        
States                                                                          
registration  may be  challenged  by an agency of the  federal  government.     
Any                                                                             
challenge, if successful,  could result in substantial penalties,  the          
premature                                                                       
sale of such Equipment, the loss of the benefits of the central recording       
system                                                                          
with respect to aircraft (thereby leaving the aircraft exposed to liens or      
other                                                                           
interests  not of  record)  and a breach  of lease  agreements  entered  into   
in                                                                              
connection with the acquisition and leasing of such Equipment. See "RISK        
FACTORS                                                                         
-- Partnership and Investment Risks -- Risk of Loss of Equipment                
Registration."                                                                  
Accordingly,  the General Partner will not admit a non-United  States Citizen   
as                                                                              
an Assignee or Substitute  Limited  Partner of the Partnership if such          
admission                                                                       
would result in the potential  invalidation  of the  registration of aircraft   
or                                                                              
vessels.  See  "INVESTOR   SUITABILITY  AND  MINIMUM  INVESTMENT                
REQUIREMENTS;                                                                   
SUBSCRIPTION  PROCEDURES -- Citizenship"  and "TRANSFER OF UNITS --             
Restrictions                                                                    
on the Transfer of Units.")                                                     

Types of Equipment.  The Partnership's Equipment is expected to include:

(i) office and management information systems equipment (including,  but
not                                                                             
limited to, small, mini- and microcomputer  management  information     
systems)                                                                        
communication and related peripheral  equipment,  such as, terminals,   
tape,                                                                           
magnetic  or optical,  disc  drives,  disc  controllers,  printers,     
optical                                                                         
character scanning devices, and communication  devices and modems),     
graphic                                                                         
processing equipment (such as typesetters,  printing presses, computer  
aided                                                                           
design/computer aided manufacturing  ("CAD/CAM") equipment) and         
photocopying                                                                    
equipment;                                                              

  (ii) printing  systems  (including,  but not limited to,  electronic laser
printers);                                                              

(iii)  materials  handling  equipment,   including,   but  not  limited 
to,                                                                             
 fork-lifts  and other more  specialized  equipment  for moving  materials
in                                                                              
warehouse or shipping or areas;                                         

(iv) machine tools and manufacturing  equipment,  including, but not    
limited                                                                         
 to, computer- and mechanically-controlled lathes, drill presses, vertical
or                                                                              
horizontal  milling  machines,   rotary  or  cylindrical   grinders,    
metal                                                                           
 fabrication or slitting equipment, and other metal forming equipment used
in                                                                              
the production of a broad range of machinery and equipment;             

(v) medical diagnostic and testing equipment, including, but not limited
to,                                                                             
(A) radiology equipment (such as CT Scanning, X-Ray,  Fluoroscopic,     
Nuclear                                                                         
Generators  and Gamma  Cameras),  (B)  sonographic  equipment,  (C)     
patient                                                                         
monitoring equipment and (D) miscellaneous medical equipment (such as   
"Crash                                                                          
Carts," lab test equipment, blood-gas analyzers, treatment room         
furniture);                                                                     

(vi)  aircraft  (including  air  frames,  engines  and/or  avionics,    
ground                                                                          
handling  equipment,   passenger  loading  ramps),  rail  and           
over-the-road                                                                   
transportation   equipment  (including  boxcars,  tank  cars,  hopper   
cars,                                                                           
flatcars,  locomotives  and various other equipment used by railroads in
the                                                                             
maintenance of their railroad track, tractors,  trailers,  heavy duty   
trucks                                                                          
and intermodal  (rail to  over-the-road)  containers and chassis) and   
marine                                                                          
vessels (including, but not limited to, towboats and barges); and       

(vii)  miscellaneous  equipment  of other types  satisfying  the        
investment                                                                      
objectives of the  Partnership and consistent with the remaining term of
the                                                                             
Partnership,  including, but not limited to, (A) furniture and fixtures,
(B)                                                                             
store fixtures,  display cases, freezers,  etc., (C) manufacturing      
equipment                                                                       
and (D) electronic test equipment.                                      

Length of  Ownership  of  Equipment.  The General  Partner  intends that
the                                                                             
Partnership  will hold and lease the  Equipment  it acquires  until such time   
as                                                                              
disposition  appears  advantageous  in  light  of the  Partnership's            
investment                                                                      
objectives.  In  deciding  whether  to  dispose  of an  item of  Equipment,     
the                                                                             
Partnership  will consider the type and condition of such  Equipment,           
potential                                                                       
re-lease opportunities relating thereto, economic conditions, interest rates    
and                                                                             
many  other  factors.  While the  General  Partner  presently  intends  that    
the                                                                             
Partnership  shall  own and  lease its  Equipment  for no more  than five       
years                                                                           
following  the Final  Closing Date,  the  Partnership  may be required to       
retain                                                                          
ownership  of Equipment  for a longer  period in the event that the Sale        
thereof                                                                         
appears  disadvantageous  in light of then  prevailing  economic  conditions    
or                                                                              
changes in applicable  laws  (including,  without  limitation,  federal or      
state                                                                           
income  tax  laws)  and,  accordingly,  the  Partnership  is  permitted  to     
hold                                                                            
Equipment for up to ten (10) years following the Final Closing Date.            

Financing Transactions                                                          

The Partnership may also enter into Financing Transactions with         
Creditworthy                                                                    
Users, including,  without limitation,  Financing Transactions pursuant to      
which                                                                           
the  Partnership  shall  provide  financing  to  manufacturers  and lessors     
with                                                                            
respect to equipment  leased  directly by such  manufacturers  ("vendor         
leasing                                                                         
programs").  Such  Financing  Transactions  shall  be  evidenced  by  a         
written                                                                         
promissory  note  of  the  Creditworthy   User  party  thereto   evidencing     
the                                                                             
irrevocable  obligation of such  Creditworthy User to repay the principal       
amount                                                                          
thereof,  together with interest thereon,  in accordance with the terms         
thereof,                                                                        
which repayment  obligation shall be sufficient to return the Partnership's     
full                                                                            
cost associated with such Financing  Transaction,  together with some           
investment                                                                      
income.  Furthermore,  such repayment  obligation would be  collateralized      
by a                                                                            
security interest in such tangible or intangible  personal property             
(including,                                                                     
without  limitation,  the Equipment financed thereby and any Lease to which     
such                                                                            
Equipment is subject,  as well as the  receivables  arising  thereunder) of     
such                                                                            
Creditworthy  User as the  Credit  Committee  may  deem to be  appropriate.     
The                                                                             
General  Partner will use its best efforts to perfect such security  interest   
so                                                                              
that such security  interest will  constitute a first  priority  secured lien   
on                                                                              
such  Equipment,  Lease  and  receivables  affording  certain  preferred        
rights                                                                          
(superior  to any rights of all others who might seek to assert  rights in or   
to                                                                              
such Equipment,  Lease or receivables) to the  Partnership,  upon a default     
by a                                                                            
User.  Financing  Transactions will not include  participation  features for    
the                                                                             
General Partner, its Affiliates or Users.                                       

The General  Partner  believes that the ability of the Partnership to   
engage                                                                          
in Financing  Transactions will enable the Partnership to transact business     
with                                                                            
certain additional desirable manufacturers,  lessors and other users and to     
take                                                                            
advantage of additional  investment  opportunities due to certain  provisions   
of                                                                              
certain  states' tax and other laws which make it more favorable under state    
and                                                                             
local tax and other laws to structure  transactions  in those  jurisdictions    
as                                                                              
Financing  Transactions  rather than Leases. By illustration,  certain states   
or                                                                              
localities  impose  sales  or use  taxes on the  revenues  from  leases  but    
not                                                                             
financing transactions. Certain other jurisdictions impose franchise taxes      
based                                                                           
on property  owned and leased within such states but not on the  collateral     
for                                                                             
financing transactions.  In addition, in Financing  Transactions,  the User     
will                                                                            
realize  additional  federal and state tax benefits  which will effect the      
total                                                                           
amount  which  a User  will be  willing  to pay to  finance  rather  than       
lease                                                                           
equipment which it needs. Financing Transactions with Creditworthy Users will   
be                                                                              
negotiated on a case-by-case basis,  subject to consideration of such factors   
as                                                                              
the General  Partner shall deem  appropriate  to the  investment  decision.     
See                                                                             
"--Acquisition Policies and Procedures" in this section.                        

The General Partner estimates that  approximately  one-third of Net     
Offering                                                                        
Proceeds will be invested in Financing  Transactions  as well as Leases or      
other                                                                           
transactions  which produce  portfolio  income  although the General Partner    
may                                                                             
determine to invest up to one-half of such Proceeds in such  Investments  if,   
in                                                                              
its sole discretion, it believes such Investments to be in the best interests   
of                                                                              
the Partnership.  Over the life of the Partnership,  the General Partner        
expects                                                                         
that approximately  one-third of its Investments,  by cost, will consist of     
such                                                                            
types of Investments.                                                           

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Other Investments                                                               

The Partnership  may also, from time to time,  invest in certain other  
types                                                                           
of property, both real and personal, tangible and intangible, including,        
without                                                                         
limitation, contract rights, lease rights, debt instruments and equity          
interests                                                                       
in corporations,  partnerships (both limited and general and including,         
subject                                                                         
to the provisions of this Agreement,  Affiliated  Entities),  joint ventures    
and                                                                             
other  entities  (including,  but not limited to,  common and  preferred        
stock,                                                                          
debentures,  bonds and other securities of every kind and nature); provided     
that                                                                            
the Partnership may make such  Investments only in furtherance of its           
investment                                                                      
objectives and in accordance with its investment  policies.  The General        
Partner                                                                         
does not expect that such Investments will comprise a substantial portion of    
the                                                                             
Partnership's Investments outstanding at any time.                              

Portfolio Acquisitions                                                          

The General Partner also intends that the  Partnership  acquire lease   
and/or                                                                          
financing  transaction  portfolios  (hereinafter  "Portfolios").  Such          
Portfolio                                                                       
acquisitions  and financings are each expected to be in the range of $250,000   
to                                                                              
$10,000,000,  but the  Partnership  is not  limited  as to the  size of any     
such                                                                            
acquisition  (so  long as such  Portfolio  otherwise  satisfies  the            
investment                                                                      
objectives and policies of the Partnership and, in making such  Investment,     
the                                                                             
General  Partner  complies with all  applicable  provisions  of the             
Partnership                                                                     
Agreement).                                                                     

The  acquisition  of any  Portfolio  shall be  conditioned  upon a      
thorough                                                                        
financial and documentary review by the legal and accounting  departments of    
the                                                                             
General Partner in accordance with the following  (which  generally             
supplements                                                                     
the credit review/documentation procedures set forth above):                    

(i)  substantially  all of the leases and financing  transactions (by   
dollar                                                                          
 volume)  contained in each Portfolio under  consideration for acquisition
is                                                                              
reviewed for completeness and accuracy of documentation;                

(ii) all  potential  Lessee and User  payment  histories  are  reviewed 
and                                                                             
verified,  without regard to any credit enhancements  obtained in       
connection                                                                      
with such acquisition;                                                  

  (iii)  underlying  Equipment  or other  collateral  is  evaluated  and the
values or purchase prices thereof evaluated or verified;                

(iv)  Dun  &  Bradstreet  and/or  TRW  credit  reports  are  obtained   
for a                                                                           
representative number of potential Lessees and Users;                   

(v) a complete  due  diligence  review is  performed  by internal  legal
and                                                                             
auditing staff of the General Partner in preparation for  documentation 
and                                                                             
funding of the acquisition;                                             

(vi)  Uniform  Commercial  Code lien  searches  are  performed  against 
all                                                                             
potential  Lessees and Users,  as well as against the current holder of 
such                                                                            
Portfolio; and                                                          

(vii) all liens  identified in connection  with the above review (other 
than                                                                            
with respect to  Partnership  Indebtedness  are removed prior to or upon
the                                                                             
acquisition by the  Partnership of such Portfolio (or the  Partnership  
will                                                                            
retain  a right of  post-acquisition  rejection  of  individual  Leases 
and                                                                             
Financing Transactions included in, or a right to performance support by
the                                                                             
current holder of, such Portfolio). An escrow or purchase price holdback
may                                                                             
also be employed for the same purposes.                                 

In connection with the acquisition of any Portfolio, the General Partner
may                                                                             
require that such  acquisition  be full  recourse to the current  holder of     
such                                                                            
Portfolio in the event of any underlying Lessee or User default.                

The General  Partner may, for its own account,  enter into agreements to
act                                                                             
as an independent  equipment manager with respect to Portfolios owned by        
certain                                                                         
non-Affiliated  limited  partners and other entities and the General  Partner   
is                                                                              
entitled to receive  compensation  for such services.  The Partnership may,     
from                                                                            
time to time,  acquire a Joint  Venture  interest  in all or a  portion  of     
such                                                                            
Portfolios  in  accordance  with the  terms of the  Partnership  Agreement.     
See                                                                             
"SUMMARY OF PARTNERSHIP  AGREEMENT --  Restrictions on the Exercise of Powers   
by                                                                              
the General Partner."                                                           

Reserves                                                                        

The General Partner shall initially establish for the Partnership, and  
shall                                                                           
use its best efforts to maintain,  Reserves for working  capital and            
contingent                                                                      
liabilities, including repairs, replacements,  contingencies,  accruals         
required                                                                        
by lenders for insurance,  compensating  balances  required by lenders and      
other                                                                           
appropriate  items,  in an amount  not less  than (i)  during  the              
Reinvestment                                                                    
Period,  1.0% of Gross Offering Proceeds and (ii) during the Disposition        
Period,                                                                         
the lesser of (A) 1% of the  Partnership's  aggregate  Adjusted Capital         
Accounts                                                                        
and (B) 1% of Gross Offering Proceeds, of which an amount not in excess of 3%   
of                                                                              
Gross  Offering  Proceeds may be treated as having been invested or committed   
to                                                                              
investment.  Reserves, once expended, need not be restored,  provided,          
however,                                                                        
that any such Reserves that are restored in the sole and absolute  discretion   
of                                                                              
the General Partner shall be restored from Cash From Operations.                

Use of Leverage                                                                 

Leveraged  Investments.  The  General  Partner  intends  to use         
Partnership                                                                     
indebtedness  (or  "leverage")  as an essential tool in acquiring and           
building a                                                                      
growing pool of  Partnership  Investments  and related  receivables.  It        
expects                                                                         
that, during the Partnership's  early operating period,  which shall commence   
on                                                                              
the Initial Closing Date, the Partnership will acquire a substantial            
proportion                                                                      
of its  Investments  entirely  for  cash  and  the  balance  of its             
Investments                                                                     
(particularly Leases with  investment-grade  Lessees) with a mixture of cash    
and                                                                             
existing or new (primarily "non-recourse")  indebtedness (as to which the       
lender                                                                          
will  generally  have no  recourse  to assets of the  Partnership  other than   
to                                                                              
foreclose on the Partnership's interest in such Lease and dispose of the        
related                                                                         
Equipment).  As the  Partnership  accumulates  Lease and  Financing             
Transaction                                                                     
receivables from its cash purchases which are  sufficiently  large in volume    
and                                                                             
diverse  as to  Lessee/User  industry  types,  equipment  types  and            
geographic                                                                      
locations as to be financed at commercially  attractive interest rates, then    
the                                                                             
General Partner will seek to borrow against the "pool" of such  receivables     
from                                                                            
banks and other interested,  unaffiliated lenders at interest rates which can   
be                                                                              
serviced  with  only  a  portion  of  such  receivables.  If  such  efforts     
are                                                                             
successful, substantial cash flows from such pool of Investment receivables     
will                                                                            
become  available  for  use  in  Partnership  operations,  for  Limited         
Partner                                                                         
distributions  and for  reinvestment  in additional  Investments and to build   
an                                                                              
ever larger base of Partnership Investments, revenues and residual values.      

 Such  "pooled"  collateral  loans may take the form of a  revolving  line
of                                                                              
credit or one of a series of  "securitizations"  for which the lender  will     
have                                                                            
recourse  to the entire  "pool" (but only that pool) of  receivables  to        
service                                                                         
such indebtedness.  In addition,  in  securitizations,  additional steps will   
be                                                                              
taken to  create  and  maintain  an  intermediate  trust,  partnership  or      
other                                                                           
"pass-through"  structure  which is intended to ensure that the  receivables    
are                                                                             
collectible by the lender under all circumstances.  As a result of such types   
of                                                                              
borrowings (if available to the  Partnership,  as the General  Partner          
believes                                                                        
will be the case), the General Partner expects that the Partnership will be     
able                                                                            
to achieve substantial  additional  earnings for the Partnership  represented   
by                                                                              
the  difference  between  the rate at which  earnings  accrue on its  Leases    
and                                                                             
Financing   Transactions   which  are  subject  to  such   financings   and     
the                                                                             
significantly  lower  interest  and  other  costs  to the  Partnership  of      
such                                                                            
borrowings.                                                                     

The General  Partner  believes  that the use of leverage may (i) enhance
the                                                                             
ability of the  Partnership to acquire  Investments of greater  aggregate       
cost,                                                                           
(ii) create the  opportunity  for the Partnership to obtain a greater return    
on,                                                                             
and  diversification  of, its  portfolio  of  Investments  and (iii)  reduce    
the                                                                             
relative cost of obtaining  Partnership capital and acquiring its Investments   
as                                                                              
a percentage  of its total  Partnership  Investments.  Nevertheless,  the use   
of                                                                              
borrowings  could create  additional  risks for the  Partnership  and           
ultimately                                                                      
reduce  distributions  to the  Partners.  See "RISK FACTORS --  Partnership     
and                                                                             
Investment Risks -- Leveraged Investment--Increased Risk of Loss."              

The Partnership  intends to use borrowings (i) to finance Investments to
the                                                                             
extent deemed  necessary or appropriate by the General  Partner,  (ii) to       
obtain                                                                          
Commission  Loans  and  (iii) to  invest  the  proceeds  thereof  in            
additional                                                                      
Investments and, to the extent permitted,  add to Reserves;  provided that,     
from                                                                            
and  after  the date  when all  Capital  Contributions  have  been  invested    
or                                                                              
committed to investment in  Investments  and Reserves (not exceeding 3% of      
Gross                                                                           
Offering  Proceeds),  used to pay  permitted  Front-End  Fees or returned to    
the                                                                             
Limited Partners in accordance with the Partnership  Agreement,  the            
Partnership                                                                     
shall  not  incur or  assume  additional  Indebtedness  in  connection  with    
the                                                                             
acquisition of any Investment to the extent that the sum of the principal       
amount                                                                          
of such  additional  Indebtedness  plus the  aggregate  principal  amount of    
all                                                                             
Indebtedness then outstanding  would exceed 80% of the aggregate  Purchase      
Price                                                                           
paid by the Partnership for Investments then held by the Partnership            
(inclusive                                                                      
of the Purchase  Price of any  Investment  after being  acquired).  Although    
the                                                                             
actual amount of Indebtedness  incurred by the Partnership and the terms        
thereof                                                                         
shall depend upon the availability of financing,  interest rates and other      
costs                                                                           
to the  Partnership,  and the General  Partner's  determination  that the       
amount                                                                          
borrowed is desirable in light of the  Partnership's  investment  objectives    
and                                                                             
policies,  the General  Partner  expects that,  on average,  at least 50% of    
the                                                                             
Partnership's  aggregate  cost of its  Investments  will have been  supplied    
by                                                                              
Partnership borrowings and existing Indebtedness.                               

In the  exercise of its  investment  discretion,  the General  Partner  
will                                                                            
attempt to utilize the optimum amounts of all-cash and leveraged  investments   
to                                                                              
maximize  the  overall  investment  return  to the  Limited  Partners  from     
the                                                                             
Partnership's portfolio of Investments.  In employing Indebtedness,  the        
General                                                                         
Partner  will  also  seek  to  balance  the  Gross  Revenues  after             
appropriate                                                                     
adjustments for  contingencies  against the needs of the Partnership (i) to     
meet                                                                            
current and  contingent  expenses and establish or replenish  Reserves,  (ii)   
to                                                                              
make  cash  distributions  to  Partners,  (iii)  to  pay  debt  service  on     
any                                                                             
Indebtedness incurred to acquire its current assets and (iv) to permit          
expansion                                                                       
of the  Partnership's  portfolio  of  Investments  to increase  future Cash     
From                                                                            
Operations  and  Cash  From  Sales.   Generally  speaking,   the  "mix"  of     
the                                                                             
Partnership's  Investments  will  include (x) fully  "leveraged"  Leases (all   
or                                                                              
substantially all of the rental revenues of which are expected to be assigned   
to                                                                              
a lender to pay debt  service),  (y)  partially  leveraged  Investments  and    
(z)                                                                             
"unleveraged" Investments, the gross revenues from which, along with excess     
cash                                                                            
flow  from  the  partially  leveraged  Investments,  would be  available  to    
the                                                                             
Partnership  to be applied to discharge  its  operational  and  investment      
cash                                                                            
needs.  Since the  Partnership's  "leveraged"  Leases are  expected to          
include a                                                                       
significant  proportion of non-recourse (fully assigned)  financings,  it is    
the                                                                             
General  Partner's  objective to ensure that the gross  revenues  from its      
other                                                                           
partially and fully "unleveraged"  Investments  together with Reserves and      
other                                                                           
uninvested  funds  are  sufficient  at all  times to meet the cash  needs of    
the                                                                             
Partnership including contingencies such as Lessee or User defaults.            

 If borrowings are utilized, the General Partner will use its best efforts
to                                                                              
obtain financing on the most favorable terms available to the  Partnership.     
All                                                                             
or a portion of such financing may provide for adjustable  interest rates       
which,                                                                          
in periods of rising  interest  rates,  could cause  borrowing costs to         
increase                                                                        
without the ability of the Partnership to pass along to the Lessees and Users   
of                                                                              
the related  Leases and  Financing  Transactions  all (or  perhaps  any) of     
such                                                                            
increased costs, thereby reducing Distributable Cash From Operations.           

Commission  Loans.  The  Partnership  intends to seek to obtain a       
Commission                                                                      
Loan as of each Closing Date in an amount equal to the Sales Commissions        
payable                                                                         
on such  Closing  Date for the purpose of  increasing  the total amount of      
Gross                                                                           
Offering  Proceeds  immediately  available  for  Investments.  As a result,     
the                                                                             
General Partner expects that by obtaining  Commission Loans the Partnership     
will                                                                            
(i)  increase  its  total  revenue-generating  Investments  over the life of    
the                                                                             
Partnership and the amount of Distributable  Cash From Sales upon liquidation   
of                                                                              
the  Partnership's  Investments and (ii) produce Cash From Operations           
available                                                                       
for  distribution to the Limited  Partners in excess of the sum of (A)          
principal                                                                       
and  interest  payments on the  Commission  Loans and (B) all related           
Front-End                                                                       
Fees. Generally speaking, the Partnership expects that, as of each Closing      
Date,                                                                           
it will be able to  obtain a  short-term  Commission  Loan at rates of          
interest                                                                        
approximating  the most favorable  short-term  business  borrowing rates (or    
the                                                                             
"prime rate") applicable to loans of such length on such Closing Date;          
provided,                                                                       
however,  that (x) no  Commission  Loan shall have a term in excess of two      
years                                                                           
from the date of such Commission  Loan and (y) the  Partnership  shall not      
incur                                                                           
any Commission Loan unless the Partnership  realizes excess Cash From           
Operations                                                                      
(as described in clause (ii) above) as a result thereof. Since the              
Partnership's                                                                   
total payments of principal of, and interest on, any such Commission Loans      
would                                                                           
exceed the corresponding  amounts of Commissions paid therewith by the amount   
of                                                                              
interest  paid on any  such  Loans,  the  General  Partner  expects  to         
utilize                                                                         
Commission Loans only when, it has determined that an opportunity  exists to    
use                                                                             
such borrowings to obtain  Investments which have contractual  payments at      
least                                                                           
equal to the total payments of principal of, and interest on, the               
corresponding                                                                   
Commission Loans.                                                               

 Usury Laws.  Equipment leases have on occasion been held by the courts to
be                                                                              
loan  transactions  subject to state usury laws.  In addition,  the             
Partnership                                                                     
expects  that all  Financing  Transactions  will be subject to state usury      
laws.                                                                           
Severe penalties,  including loss of interest and treble damages, may be        
imposed                                                                         
in connection with a violation of such usury laws. Although the Partnership     
will                                                                            
seek to structure its Leases and Financing  Transactions  in such a manner as   
to                                                                              
avoid application of the usury laws of any state or other  jurisdiction in      
which                                                                           
it conducts  its  operations,  a court could  construe a  transaction  which    
the                                                                             
Partnership believes to be exempt from, or in compliance with,  applicable      
usury                                                                           
laws to be a loan in  violation of such usury laws and there can be no          
assurance                                                                       
that some of the amounts which the  Partnership  receives on its Investments    
may                                                                             
not be characterized as interest charges and fees which are held to be          
usurious.                                                                       

Cash Distributions to Partners                                                  

Monthly Cash  Distributions.  Section  8.1(a) of the  Partnership       
Agreement                                                                       
provides  that  each  Limited  Partner  is  entitled  to  receive  monthly      
cash                                                                            
distributions computed as provided in this paragraph. Such distributions will   
be                                                                              
made for the period  which begins with his or her  admission to the             
Partnership                                                                     
and ending with the expiration or termination  of the  Reinvestment  Period     
(the                                                                            
period of active  investment and reinvestment by the Partnership  which will    
end                                                                             
five (5) years  after the  Partnership's  Final  Closing  Date (or no later     
than                                                                            
November 9, 2002)  unless the General  Partner  elects to extend such Period    
(in                                                                             
which case such  Period  will end no more than  eight (8) years  after the      
Final                                                                           
Closing Date or no later than November 9, 2005) to the extent that              
Distributable                                                                   
Cash From Operations and  Distributable  Cash From Sales are sufficient for     
such                                                                            
purpose. The annual amount of such distributions will be computed by            
multiplying                                                                     
10.75% by such Limited Partner's  original Capital  Contribution  reduced by    
any                                                                             
portion thereof which has been (A) returned to such Limited Partner  pursuant   
to                                                                              
Section 8.6, or (B) redeemed by the  Partnership  pursuant to Section  10.5,    
of                                                                              
this  Agreement.   A  ratable   portion  (i.e.,   one-twelfth)  of  such        
annual                                                                          
distribution amount shall be payable monthly. Such distributions,  if made,     
will                                                                            
reduce the  amount of money that may be  reinvested  by the  Partnership.       
Since                                                                           
Distributable  Cash  From  Operations  or From  Sales  represents  all cash     
from                                                                            
operations  or from sales,  as the case may be, less  Partnership  expenses     
(the                                                                            
timing and  amounts of which are  expected to be largely  non-disretionary)     
and                                                                             
moneys which the General  Partner  determines in its discretion to (i) set      
aside                                                                           
as  Reserves  (which  must be  maintained  at a minimum of 1% of Gross          
Offering                                                                        
Proceeds) and (ii) reinvest in additional Partnership Investments,  decisions   
by                                                                              
the General Partner to establish additional Reserves or to make Investments,    
or                                                                              
both, might effect the ability of the Partnership to make such distributions.   
As                                                                              
noted in this Section in the "--Reinvestment of Undistributed Cash in           
Additional                                                                      
Equipment,  Leases, and Financing  Transactions"  Subsection,  the              
Partnership's                                                                   
ability to make cash  distributions  to its Limited  Partners  may be subject   
to                                                                              
certain restrictions imposed upon the Partnership by its banks or other         
lenders.                                                                        

Such  cash   distributions   will  be   noncumulative;   meaning   that,
if                                                                              
Distributable  Cash  From  Operations  and  Distributable  Cash  From  Sales    
are                                                                             
insufficient in any calendar month to pay the full amount of such               
distributions,                                                                  
only the  actual  amount  thereof  is  required  to be  distributed.  Such      
cash                                                                            
distributions  will also computed on a  non-compounded  basis;  meaning that    
the                                                                             
principal  amount upon which such cash  distributions  is  computed  will not   
be                                                                              
increased as the result of the inability of the  Partnership  to distribute     
any                                                                             
monthly portion of such annual amounts,  or reduced by any of such              
distributions                                                                   
actually made, in any prior period. It is expected that a substantial portion   
of                                                                              
all of such cash  distributions  (e.g. the portion thereof which exceeds        
taxable                                                                         
income for GAAP  purposes)  will be  treated  as a return of  Limited           
Partners'                                                                       
originally  invested capital) and that the balance of such distributions will   
be                                                                              
treated as a return  thereon  (e.g.  the portion  thereof  which equals         
taxable                                                                         
income for GAAP purposes).                                                      

Section 8.1(a) of the Partnership Agreement also provides that each   
Limited                                                                         
Partner is entitled to receive monthly cash  distributions (if the              
distributions                                                                   
described  above are not  adequate)  in amounts  which would  permit the        
Limited                                                                         
Partners to pay federal, state and local income taxes resulting from            
Partnership                                                                     
Operations (assuming that all Limited Partners are subject to income taxation   
at                                                                              
a 31%  cumulative tax rate on taxable  distributions  for GAAP  purposes).      
Such                                                                            
distributions will be made to the extent that Distributable Cash From           
Operations                                                                      
and Distributable Cash From Sales are sufficient for such purpose.              

While  it is the  Partnership's  objective  to make all  such  monthly  
cash                                                                            
distributions,  no prediction can be made as to what level of  distributions    
or                                                                              
return on investment, if any, will be achieved.                                 

It is anticipated  that  distributions of Cash From Operations and Cash 
From                                                                            
Sales, if available,  will be made monthly  (approximately 15 days after the    
end                                                                             
of each month), commencing in the first full month following the Initial        
Closing                                                                         
Date. The monthly  distribution  of Cash From  Operations and Cash From Sales   
is                                                                              
subject to the availability of funds and, accordingly, there can be no          
assurance                                                                       
that any such anticipated monthly  distributions will be made or that any or    
all                                                                             
of the Capital  Contributions  of the Limited  Partners  will be returned out   
of                                                                              
Cash From Operations and/or Cash From Sales.                                    

First Cash  Distributions  to the Limited  Partners.  Section  6.4(g) of
the                                                                             
Partnership  Agreement (Exhibit A) provides that unless each Limited Partner    
has                                                                             
received  distributions  equal to 8.0% as a percentage of such Limited          
Partner's                                                                       
Capital  Contribution (as reduced by any amounts of uninvested  capital         
returned                                                                        
to such Limited Partner pursuant to Section 8.6 of the Partnership Agreement    
and                                                                             
by any  amount  paid to such  Limited  Partner  in  redemption  of such         
Limited                                                                         
Partner's Units) (the "First Cash Distributions"), the Management Fees          
otherwise                                                                       
payable on a monthly  basis to the  General  Partner in its  capacity as        
Manager                                                                         
shall be deferred and shall be paid without  interest  upon the earlier to      
occur                                                                           
of (i)  receipt by the  Limited  Partners  of all current and accrued but       
unpaid                                                                          
First Cash Distributions or (ii) expiration of the Reinvestment Period.         

In addition,  Section 8.1 of the  Partnership  Agreement  provides that 
upon                                                                            
Payout (see Section 17 of the  Partnership  Agreement  for a definition  of     
such                                                                            
term) of Limited Partners' Capital Contributions and an economic return         
thereon,                                                                        
the  General  Partner is  entitled  to an  increase  from 1% to 10% of Cash     
From                                                                            
Operations and Cash From Sales when cash  distributions  to the limited         
Partners                                                                        
upon Payout (i.e. the time when cash distributions in an amount equal to the    
sum                                                                             
of the Limited  Partners' (i) capital  contributions and (ii) an 8.0%           
cumulative                                                                      
annual return  thereon,  compounded  daily,  have been made),  distributions    
of                                                                              
Distributable  Cash From Sales shall be made 99% to the Limited  Partners and   
1%                                                                              
to the General Partner and that,  after Payout,  distributions  of              
Distributable                                                                   
Cash From Sales shall be tentatively  attributed 90% to the Limited Partners    
and                                                                             
10% to the General Partner.  Section 8.1 goes on to provide that,               
distributions                                                                   
shall  continue  to be made 99% to the  Limited  Partners  and 1% to the        
General                                                                         
Partner until the earlier of (i) the time when the total cash distributions     
made                                                                            
to each Limited Partner equal 150% of his or her original  Capital              
Contribution                                                                    
(reduced by any amounts paid to him or her (A) as a return of uninvested        
Capital                                                                         
Contributions  and  (B) in  redemption  of  Units  pursuant  to the             
Partnership                                                                     
Agreement) or (ii) upon liquidation of the  Partnership.  The increased share   
of                                                                              
Distributable Cash From Operations tentatively attributed to the General        
Partner                                                                         
but not  actually  distributed  to it  because of the  proviso in the           
preceding                                                                       
sentence shall accrue,  without interest, and be paid to the General Partner    
out                                                                             
of the first  Distributable  Cash From  Operations  available to the            
Partnership                                                                     
after the earlier of (i) the time when the total cash distributions made to     
each                                                                            
Limited Partner equal 150% of his or her original Capital Contribution          
(reduced                                                                        
by any  amounts  paid  to him or her  (A)  as a  return  of  uninvested         
Capital                                                                         
Contributions  and  (B) in  redemption  of  Units  pursuant  to the             
Partnership                                                                     
Agreement) or (ii) upon liquidation of the Partnership.                         

It is the objective of the Partnership to make the First Cash           
Distributions                                                                   
regardless  of the  number  of  Units  sold,  subject  only  to the             
limitations                                                                     
described in "--Monthly Cash Distributions." A portion of such distributions    
may                                                                             
represent  a  return  of  Capital   Contributions   recovered  in  the  form    
of                                                                              
depreciation  deductions on the Equipment and the balance of such               
distributions                                                                   
may represent  investment  income on such Capital  Contribution in the form     
of a                                                                            
Limited Partner's  proportionate  share of net taxable income of the            
Partnership                                                                     
for such taxable year.  Because  neither the Partnership nor the General        
Partner                                                                         
or any of its  Affiliates  had  acquired  any  Equipment,  Leases  or           
Financing                                                                       
Transactions  as of the date of this  Prospectus,  it is not possible to        
predict                                                                         
what proportion of such distributions may consist,  from  month-to-month        
during                                                                          
the Reinvestment  Period, of a return of, or investment income on, capital.     
See                                                                             
Tables III and IV of Exhibit B hereto for Prior  Performance of the Prior       
Public                                                                          
Programs  which  contain  past  performance  information  with  regard  to      
cash                                                                            
distributions  made for such  Programs  (which  information  is not             
necessarily                                                                     
indicative of either such Programs' or the Partnership's  future  performance   
as                                                                              
to the amount, if any, of such future  distributions or the relative            
composition                                                                     
thereof from year to year.)                                                     

 Each  cash  distribution  may  consist,  in  whole  or in  part,  of  (1)
an                                                                              
investor's  pro rata  share  of the  partnership's  net  income  generated      
from                                                                            
operations,  after  deduction  or  amortization  of non-cash  expenses  (such   
as                                                                              
depreciation  and initial  direct costs) and cash expenses  (such as interest   
on                                                                              
indebtedness),  (as determined under generally  accepted  accounting            
principles                                                                      
("gaap")) and/or (2) a return of investors'  original  capital  investment      
(on a                                                                           
GAAP basis).                                                                    

A material  portion of each cash  distribution may consist of a         
distribution                                                                    
of an investor's  original capital investment which, under GAAP, is deemed to   
be                                                                              
that portion of cash distributions which are not attributable to partnership    
net                                                                             
income  for  the  period  of the  distribution,  irrespective  of  whether      
such                                                                            
distributions  have in fact been paid from cash from current or past            
operations.                                                                     
Accordingly,  cash  distributions  received by a limited partner may not, in    
all                                                                             
instances,  be characterized  solely or primarily as investment income earned   
on                                                                              
such  limited   partner's   investment  in  the  partnership.   The             
partnership                                                                     
anticipates  that it will receive gross revenues  (e.g.,  rent or debt          
payments)                                                                       
from all of its financing  transactions  and the majority of its leases over    
the                                                                             
respective  terms of each such  investment  in an amount equal to the sum of    
(1)                                                                             
the purchase price of such financing  transactions and the equipment  subject   
to                                                                              
such leases plus (2) investment income earned on such investments.              
Additionally,                                                                   
the partnership  expects that the proceeds from sale or other disposition of    
the                                                                             
partnership's  equipment  (which  is  expected  to  occur  at the  end  of      
each                                                                            
respective  lease  of  such  equipment)  will be  significantly  less  than     
the                                                                             
partnership's  original  purchase  price of such equipment in large part        
because                                                                         
the  partnership's  equipment  is  expected to rapidly  decline in value        
(i.E.,                                                                          
Generally be fully  depreciated over a three to five year period).              
Accordingly,                                                                    
the  success  of the  partnership  in  realizing  both a return of  capital     
and                                                                             
investment  income on its  investments  in its equipment will depend heavily    
on:                                                                             
(1) its  ability  to (a)  generate  significant  operating  cash  flow  from    
its                                                                             
equipment  during the terms of the leases of such  equipment  and (b)           
reinvest a                                                                      
substantial portion of its net cash flows (after distributions to investors)    
and                                                                             
equipment sale proceeds in additional  equipment during the reinvestment        
period                                                                          
and (2) the residual value which it realizes from its entire equipment          
portfolio                                                                       
during and after the  reinvestment  period (which is expected to end within     
five                                                                            
to  eight  years  after  the  Partnership's   Final  Closing  Date).  See       
"RISK                                                                           
FACTORS--Partnership and Investment  Risks--Residual Value of Equipment" and    
the                                                                             
"General--Investment  Objectives"  and  "--Acquisition  Policies and            
Procedures"                                                                     
subsections  in this  Section.  There can be no assurance  that  investors      
will                                                                            
receive  the  return  of  their  entire  original  capital   investment  in     
the                                                                             
partnership or any investment income on such investment.                        

There can be no assurance that the partnership will be successful in    
meeting                                                                         
any of its objectives, or that such objectives will be attained at all.         

Distribution of Cash From Sales of the Partnership's Investments.  After
the                                                                             
Reinvestment  Period, it is an objective of the Partnership to sell or          
otherwise                                                                       
dispose  of its  Equipment  and  liquidate  all  its  investments  in           
Financing                                                                       
Transactions  and  to  distribute   substantially  all  the  proceeds           
therefrom                                                                       
("Distributable  Cash From Sales")  together  with  Reserves and other Cash     
From                                                                            
Operations and Cash From Sales not previously distributed to its Partners,      
less                                                                            
the  estimated  costs and  expenses  and  projected  disbursements  and         
reserves                                                                        
required for prompt and orderly  termination of the  Partnership and the        
payment                                                                         
of deferred  Management Fees and  Subordinated  Remarketing  Fees, which in     
each                                                                            
case have  accrued  but not been paid (if  any).  In the event the              
Reinvestment                                                                    
Period  ends  before  the fifth  anniversary  of the  Final  Closing  Date,     
the                                                                             
Partnership  expects to  distribute a greater  portion of Cash From Sales       
rather                                                                          
than reinvesting substantially all such funds in additional Investments.        
During                                                                          
the liquidation phase of the Partnership, it is expected that distributions     
will                                                                            
ultimately decrease relative to the annual cash distribution  objectives for    
the                                                                             
Reinvestment  Period,  because as Investments are liquidated  there will be     
less                                                                            
Equipment and Financing Transactions available to generate Cash From            
Operations.                                                                     
See  "RISK   FACTORS--Partnership   and  Investment   Risks--Residual  Value    
of                                                                              
Equipment."  Distributions  made after the Reinvestment  Period will depend     
upon                                                                            
results of operations, Cash From Sales of the Partnership's Investments, and    
the                                                                             
amount of Cash From Operations (if any) which the  Partnership  derives from    
the                                                                             
operation of its remaining Investments (if any) during such period.             

There can be no assurance that the Partnership will be successful in    
meeting                                                                         
its  objectives   with  regard  to  Monthly  Cash   Distributions,   First      
Cash                                                                            
Distributions  or  Distributions  of Cash From  Sales  within  the time         
periods                                                                         
contemplated,   or  that  such   objectives  will  be  met  at  all.  See       
"RISK                                                                           
FACTORS--Partnership  and Investment  Risks--Residual Value of Equipment."      
While                                                                           
it is the  Partnership's  objective  to  make  monthly  cash  distributions,    
no                                                                              
prediction  can  be  made  as to  what  level  of  distributions  or  return    
on                                                                              
investment, if any, will be achieved.                                           

 The  Partnership  expects  that  the  principal  investment  return  from
an                                                                              
investment  in Units will derive from such cash  distributions  rather than     
from                                                                            
tax benefits.  The  Partnership is not intended to be a "tax shelter."          
However,                                                                        
the  Partnership  will  register  as a "tax  shelter"  with the  Service for    
the                                                                             
reasons  discussed in "FEDERAL INCOME TAX  CONSEQUENCES--Registration,          
Interest                                                                        
and Penalties -- Tax Shelter Registration."                                     

Reinvestment  of  Undistributed  Cash in  Additional  Equipment,  Leases,  and  
Financing Transactions                                                          

During  the  Reinvestment   Period,  the  Partnership  intends  to      
reinvest                                                                        
substantially all undistributed (1) Cash From Operations and (2) Cash From      
Sales                                                                           
as well as (3) proceeds of non-recourse and recourse financing of the streams   
of                                                                              
rents  from its  Leases  which are not  needed  to pay  current  obligations    
in                                                                              
additional  Equipment,  Leases  and  Financing  Transactions.  To the extent    
the                                                                             
Partnership  reinvests Cash From  Operations or Cash From Sales in additional   
or                                                                              
replacement  Investments,  the  Partnership  intends  to  make  sufficient      
cash                                                                            
distributions to the Limited  Partners during the Reinvestment  Period to       
enable                                                                          
them to pay when due their  respective  federal  income  taxes on such Cash     
From                                                                            
Operations and Cash From Sales  (assuming each Limited Partner is in the        
highest                                                                         
marginal federal income tax bracket,  determined without regard to surtaxes,    
if                                                                              
any).  The  Partnership's  ability  to make cash  distributions  to its         
Limited                                                                         
Partners may be subject to certain  restrictions imposed upon the Partnership   
by                                                                              
its banks or other lenders.                                                     

The Cash  From  Sales  realized  by the  Partnership  from the sale or  
other                                                                           
disposition of an item of Equipment  (including indemnity and insurance         
payments                                                                        
arising from the loss or destruction of the Equipment), after the payment of,   
or                                                                              
provision  for, all related  Partnership  liabilities,  may be reinvested at    
the                                                                             
sole discretion of the General Partner, during the Reinvestment Period.         

 FEDERAL INCOME TAX CONSEQUENCES

Summary                                                                         

  THIS SECTION  ADDRESSES THE MATERIAL  FEDERAL INCOME TAX CONSEQUENCES OF
AN                                                                              
INVESTMENT IN THE PARTNERSHIP FOR AN INDIVIDUAL TAXPAYER.  PROSPECTIVE          
INVESTORS                                                                       
ARE URGED TO CONSULT THEIR TAX ADVISORS,  SINCE TAX CONSEQUENCES WILL NOT BE    
THE                                                                             
SAME  FOR  ALL  INVESTORS  AND  ONLY  BY A  CAREFUL  ANALYSIS  OF A             
PROSPECTIVE                                                                     
INVESTOR'S  PARTICULAR  TAX SITUATION CAN AN  INVESTMENT IN THE  PARTNERSHIP    
BE                                                                              
EVALUATED  PROPERLY.  IN PARTICULAR,  INVESTORS WHICH ARE TRUSTS,               
CORPORATIONS,                                                                   
TAX-EXEMPT  ORGANIZATIONS  (SUCH  AS  EMPLOYEE  BENEFIT  PLANS),  OR  ANY       
OTHER                                                                           
INVESTORS WHICH ARE NOT DOMESTIC INDIVIDUAL TAXPAYERS SHOULD UNDERSTAND THAT    
THE                                                                             
TAX  CONSEQUENCES  OF AN  INVESTMENT  IN THE  PARTNERSHIP  ARE LIKELY TO        
DIFFER,                                                                         
PERHAPS  MATERIALLY,  FROM  THE  PRINCIPAL  TAX  CONSEQUENCES  OUTLINED  IN     
THIS                                                                            
SECTION.  SEE "-- FOREIGN  INVESTORS,"  "-- TAX TREATMENT OF CERTAIN  TRUSTS    
AND                                                                             
ESTATES,"  "--  TAXATION  OF  EMPLOYEE   BENEFIT  PLANS  AND  OTHER             
TAX-EXEMPT                                                                      
ORGANIZATIONS"  AND "-- CORPORATE  INVESTORS."  STATE AND LOCAL TAX             
CONSEQUENCES                                                                    
MAY ALSO DIFFER FROM THE FEDERAL INCOME TAX  CONSEQUENCES  DESCRIBED  BELOW.    
SEE                                                                             
"-- STATE AND LOCAL TAXATION."                                                  

For  federal  income  tax  purposes,  a  partnership  is treated as a 
"pass                                                                           
through" entity as to which the partners,  and not the  partnership,  pay tax   
on                                                                              
partnership  income and deduct losses incurred by the  partnership.  The        
Limited                                                                         
Partners  will report on their  federal  income tax  returns  their share of    
the                                                                             
income,  gain, loss and deduction incurred by the Partnership and pay the tax   
on                                                                              
their share of any resulting  taxable income generated by the  Partnership.     
The                                                                             
most  substantial tax risk to the Limited  Partners is that the Partnership     
will                                                                            
not be  treated  as a  partnership  or will be  treated  as a  "publicly        
traded                                                                          
partnership."  In  either  event,  the  Partnership  would  have  to pay  tax   
on                                                                              
Partnership  income and the Limited  Partners may be subject to a further tax   
on                                                                              
distributions  from the  Partnership.  Tax Counsel  are of the opinion  that    
the                                                                             
Partnership  will be  treated  as a  partnership  and will not be  treated      
as a                                                                            
"publicly-traded partnership."                                                  

  The General  Partner expects that the items of income and loss generated
by                                                                              
the Partnership  will be treated as either  "passive" or "portfolio"  income    
and                                                                             
losses for federal income tax purposes. Limited Partners will not be able to    
use                                                                             
any "passive"  losses  produced by the  Partnership  to offset either           
"ordinary                                                                       
income" (such as salaries and fees) or  "portfolio"  income (such as dividend   
or                                                                              
interest income).                                                               

  The  overwhelming  majority of the  Partnership's  income is expected to
be                                                                              
generated from leasing activities.  The General Partner expects its leases to   
be                                                                              
treated as such for federal  income tax  purposes  and will  attempt to have    
its                                                                             
leasing  activities  comply  with any  requirements  necessary  to achieve      
such                                                                            
treatment. If the Service were successfully to challenge such tax treatment,    
the                                                                             
amount and  timing of  taxable  income or loss to the  Limited  Partners  may   
be                                                                              
adversely affected.                                                             

Opinion of Tax Counsel                                                          

The Partnership has obtained an opinion from Whitman Breed Abbott &   
Morgan,                                                                         
Tax Counsel to the General Partner, concerning the Partnership's                
classification                                                                  
as a partnership for federal income tax purposes.  See "--  Classification      
as a                                                                            
Partnership."  The opinion  states  further that the summaries of federal       
income                                                                          
tax  consequences  to  individual  holders  of Units and to  certain            
tax-exempt                                                                      
entities,  including  qualified  plans,  set forth in this Prospectus  under    
the                                                                             
headings  "RISK  FACTORS--Federal  Income  Tax Risks"  and  "FEDERAL  INCOME    
TAX                                                                             
CONSEQUENCES"  and  "INVESTMENT  BY QUALIFIED  PLANS" have been  reviewed by    
Tax                                                                             
Counsel and that, to the extent such summaries contain statements or            
conclusions                                                                     
of law, Tax Counsel are of the opinion that such  statements or conclusions     
are                                                                             
correct under the Internal Revenue Code, as presently in effect,  and           
applicable                                                                      
current and proposed  Treasury  Regulations,  current  published                
administrative                                                                  
positions of the Service contained in Revenue Rulings and Revenue Procedures    
and                                                                             
judicial decisions.                                                             

The opinion of Tax Counsel is based upon facts described in this      
Prospectus                                                                      
and upon facts that have been represented by the General Partner to Tax         
Counsel.                                                                        
Any  alteration  of such  facts  may  adversely  affect  the  opinion           
rendered.                                                                       
Furthermore,  as noted above,  the opinion of Tax Counsel is based upon         
existing                                                                        
law, which is subject to change, either prospectively or retroactively.         

 Each prospective investor should note that the tax opinion represents
only                                                                            
Tax Counsel's best legal  judgment and has no binding effect or official        
status                                                                          
of any kind.  There can be no assurance  that the Service will not challenge    
the                                                                             
conclusions set forth in Tax Counsel's opinion.                                 

As of the  date of the  opinion  of Tax  Counsel,  no  Equipment  has 
been                                                                            
acquired by the Partnership.  Therefore,  it is impossible at this time to      
opine                                                                           
on the  application of the tax law to the specific facts which will exist       
when a                                                                          
particular  item of Equipment is acquired and placed under lease.  The issues   
on                                                                              
which Tax Counsel have  declined to express an opinion,  and the likely         
adverse                                                                         
federal income tax consequences  resulting from an unfavorable resolution of    
any                                                                             
of those  issues,  are set  forth  below in the  following  subsections  of     
this                                                                            
Section:  "--  Allocations  of Profits and  Losses,"  "-- Tax  Treatment  of    
the                                                                             
Leases," "-- Cost Recovery," and "-- Limitations on Cost Recovery Deductions."  

Classification as a Partnership                                                 

The Partnership has not applied, and does not intend to apply, for a  
ruling                                                                          
from the Service that it will be  classified  as a  partnership  and will not   
be                                                                              
treated  as an  association  taxable as a  corporation  for  federal  income    
tax                                                                             
purposes.                                                                       

The Partnership has received an opinion of Tax Counsel that,  under   
current                                                                         
federal income tax laws, case law and  administrative  regulations and          
published                                                                       
rulings,  the  Partnership  will be classified  as a  partnership  and not as   
an                                                                              
association taxable as a corporation.  Unlike a tax ruling,  however, an        
opinion                                                                         
of Tax  Counsel has no binding  effect on the Service or official  status of    
any                                                                             
kind, and no assurance can be given that the conclusions  reached in the        
opinion                                                                         
would be sustained  by a court if contested by the Service.  In the absence     
of a                                                                            
tax ruling, there can be no assurance that the Service will not attempt to      
treat                                                                           
the Partnership as an association taxable as a corporation.                     

 The opinion of Tax Counsel is based,  in part,  on  representations  of
the                                                                             
General  Partner to the effect that: (1) the  Partnership has been organized    
and                                                                             
will be  operated in  substantial  compliance  with  applicable  state          
statutes                                                                        
concerning limited  partnerships,  (2) the General Partner has and will         
maintain                                                                        
throughout the life of the  Partnership a net worth (not including its          
interests                                                                       
in the Partnership or in other partnerships in which it is a general partner)   
at                                                                              
all times equal to at least $1,000,000, (3) the Partnership's activities will   
be                                                                              
conducted in accordance  with the provisions of the Partnership  Agreement;     
(4)                                                                             
the interest of the General Partner in each material item of Partnership        
income,                                                                         
gain,  loss,  deduction  or credit is equal to at least one percent of each     
such                                                                            
item, except for temporary allocations, if any, required under Section 704(b)   
or                                                                              
(c) of the Code; and (5) neither the General  Partner nor any person or group   
of                                                                              
persons who has a direct or indirect  interest in the General Partner (by       
reason                                                                          
of direct or indirect stock  ownership,  a  creditor-debtor  relationship  or   
an                                                                              
employer-employee relationship, or otherwise) will at any time own,             
individually                                                                    
or in the aggregate, more than one percent of the Units in the Partnership.     

For purposes of issuing  advance  rulings as to the tax status of a   
limited                                                                         
partnership that has a corporation as its sole general partner,  the Service    
has                                                                             
set forth certain guidelines,  including a net worth requirement for the        
general                                                                         
partner.  The General Partner currently does not satisfy the Service's net      
worth                                                                           
requirement for an advance ruling. Accordingly,  the Partnership would be       
unable                                                                          
to obtain an advance  ruling that it will be  classified  as a  partnership     
for                                                                             
federal  income  tax  purposes.  The  Partnership's  inability  to  satisfy     
the                                                                             
Service's  advance ruling guidelines does not affect Tax Counsel's opinion as   
to                                                                              
the  classification  of the  Partnership as a partnership for federal income    
tax                                                                             
purposes.                                                                       

If the  Partnership  is or at  any  time  hereafter  becomes  taxable 
as a                                                                            
corporation,  it would be  subject  to  federal  income tax at the tax rates    
and                                                                             
under the rules applicable to corporations generally.  The major consequences   
of                                                                              
being treated as a  corporation  would be that  Partnership  losses would not   
be                                                                              
passed  through to the  Partners,  and  Partnership  income  could be subject   
to                                                                              
double tax.  Corporations  are  required to pay  federal  income  taxes on      
their                                                                           
taxable income and corporate  distributions are taxable to investors at         
ordinary                                                                        
income tax rates to the extent of the corporation's earnings and profits and    
are                                                                             
not  deductible  by the  corporation  in computing  its taxable  income.  If    
the                                                                             
Partnership at any time is taxable as a  corporation,  and  particularly        
should                                                                          
that  occur  retroactively,  the  effects  of  corporate  taxation  could       
have a                                                                          
substantial  adverse  effect on the  after-tax  investment  return of           
investors.                                                                      
Furthermore, a change in the tax status of the Partnership from a partnership   
to                                                                              
an  association  taxable as a  corporation  would be  treated by the  Service   
as                                                                              
involving an exchange. Such an exchange may give rise to tax liabilities for    
the                                                                             
Limited Partners under certain  circumstances  (e.g., if the Partnership's      
debt                                                                            
exceeds the tax basis of the Partnership's  assets at the time of such          
exchange)                                                                       
even though they might not receive cash  distributions  from the  Partnership   
to                                                                              
cover such tax liabilities.                                                     

Publicly Traded Partnerships                                                    

Certain  limited   partnerships   may  be  classified  as  publicly   
traded                                                                          
partnerships  ("PTPs").  If a  partnership  is  classified  as a PTP  (either   
at                                                                              
inception or as a result of subsequent  events) and derives less than 90% of    
its                                                                             
gross income from qualified sources (such as interest and dividends,  rents     
from                                                                            
real  property  and gains from the sale of real  property) it will be taxed     
as a                                                                            
corporation.  A PTP is defined as any  partnership in which interests are       
traded                                                                          
on an  established  securities  market or are readily  tradeable  on a          
secondary                                                                       
market or the  substantial  equivalent of such market.  Units in the            
Partnership                                                                     
are not currently  traded on an established  securities  market (and the        
General                                                                         
Partner  does not intend to list the Units on any such  market).  Units are     
also                                                                            
not readily  tradeable on a secondary  market nor are they expected to be in    
the                                                                             
future.  Therefore,  the  Partnership  will be a PTP  only if the  Units        
become                                                                          
"readily tradeable on the substantial equivalent of a secondary market."        

Limited  partnership  interests  may be  "readily  tradeable"  if they
are                                                                             
regularly  quoted by  persons  who are  making a market in the  interests  or   
if                                                                              
prospective  buyers  and  sellers  of the  interests  have a readily            
available,                                                                      
regular and ongoing  opportunity to buy, sell or exchange  interests in a       
market                                                                          
that is publicly available,  in a time frame which would be provided by a       
market                                                                          
maker,  and in a manner  which is  comparable,  economically,  to  trading on   
an                                                                              
established  securities market.  Limited partnership  interests are not         
"readily                                                                        
tradeable"  merely because a general  partner  provides  information to         
partners                                                                        
regarding  partners'  desires  to buy or sell  interests  to each other or if   
it                                                                              
arranges occasional transfers between partners.                                 

The Service has provided  certain safe harbor tests  relating to PTP  
status                                                                          
in Internal  Revenue  Service  Notice  88-75.  If the trading of  interests     
in a                                                                            
partnership  falls into one of the safe  harbor  tests,  then  interests  in    
the                                                                             
partnership will not be considered to be traded on a substantial equivalent     
of a                                                                            
secondary  market and the partnership  will not be treated as a PTP. Safe       
harbor                                                                          
tests  include  the "5%  safe  harbor"  test and the "2% safe  harbor"          
test.  A                                                                        
partnership  satisfies  the "5% safe harbor" test if the  partnership           
interests                                                                       
that are sold or otherwise  disposed of during the taxable year do not exceed   
5%                                                                              
of the total  interests in  partnership  capital or profits.  Certain           
transfers                                                                       
("Excluded  Transfers")  are excluded from the 5% "safe harbor" test,           
including                                                                       
transfers at death, transfers between certain family members and block          
transfers                                                                       
(i.e.,  transfers  by a  single  partner  within a 30-day  period  of           
interests                                                                       
representing in the aggregate more than 5% of the total interests in            
partnership                                                                     
capital or profits).  In the case of the "2% safe harbor" test, annual          
transfers                                                                       
of interests may not exceed 2% of the total partnership  capital or profits.    
In                                                                              
addition  to  Excluded  Transfers,  for the "2%  safe  harbor"  test,           
transfers                                                                       
pursuant to a "matching  service" are not counted.  "Matching service"          
transfers                                                                       
include (1) a notice to  potential  buyers of the  availability  of             
partnership                                                                     
interests  if the sale of such  interest  is  delayed at least 15 days after    
the                                                                             
date the matching service is advised of such  availability (the "contact        
date");                                                                         
(2) closing of a sale does not occur  prior to 45 days after the  contact       
date;                                                                           
(3)  information  relating to  interests  for sale is removed  from the         
matching                                                                        
service within 120 days after the contact date; (4) once removed,  an           
investor's                                                                      
interest is not re-entered  into the matching  service for at least 60 days;    
and                                                                             
(5) the total  partnership  interests  sold or disposed of (other than          
Excluded                                                                        
Transfers)  during the taxable year do not exceed 10% of the total  interests   
in                                                                              
partnership  capital and profits. A failure to satisfy one of the specified     
safe                                                                            
harbor  tests does not give rise to a  presumption  that  interests  are        
readily                                                                         
tradeable on a secondary market or the substantial equivalent thereof.          

 On May 2, 1995, the Service  issued  proposed  regulations  relating to
the                                                                             
definition of a PTP which would (1) modify the safe harbor tests relating to    
PTP                                                                             
status which are  contained  in Internal  Revenue  Service  Notice 88-75 and    
(2)                                                                             
provide  other  guidance  on  the  circumstances  under  which  interests       
in  a                                                                           
partnership will be treated as publicly traded.  Until the proposed             
regulations                                                                     
are  finalized,  the safe harbor  rules,  as  contained  in Notice  88-75 and   
as                                                                              
discussed herein, will remain in effect.                                        

In lieu of the 5 percent and 2 percent  safe  harbors  contained  in  
Notice                                                                          
88-75, the proposed  regulations would provide a more limited de minimis        
trading                                                                         
exclusion.  The proposed regulations provide that interests in a partnership    
are                                                                             
not readily tradable on the substantial  equivalent of a secondary market if    
the                                                                             
sum of the percentage  interests in partnership  capital or profits             
transferred                                                                     
during  the  taxable  year of the  partnership  does not exceed 2 percent of    
the                                                                             
total interests in partnership capital or profits.  All transfers of            
partnership                                                                     
interests  are  taken  into  account  except  for (1)  private  transfers       
(e.g.                                                                           
transfers at death and transfers between family members), (2) transfers         
pursuant                                                                        
to qualifying redemption and purchase agreements and (3) transfers pursuant     
to a                                                                            
qualified matching service.  The qualified matching service exclusion           
contained                                                                       
in the  proposed  regulations  are  similar to the  matching  service           
exclusion                                                                       
described   above  (and  set  forth  in  Notice   88-75)  but  contain          
certain                                                                         
modifications designed to prevent a qualified matching service from operating   
as                                                                              
the substantial equivalent of a secondary market. Finally, the 2% rule          
contained                                                                       
in the proposed  regulations  differs from the percentage safe harbors in       
Notice                                                                          
88-75  because the 2% rule  applies  only for  purposes of  determining         
whether                                                                         
partnership  interests are readily  tradable on the substantial  equivalent     
of a                                                                            
secondary market and does not apply in determining whether interests are        
readily                                                                         
tradable on a secondary market. Thus, the 2% rule does not apply to             
partnerships                                                                    
with interests traded under a mechanism that provides for firm-quotes trading.  

In the opinion of Tax  Counsel,  the  Partnership  will not be treated
as a                                                                            
PTP. For the purpose of this opinion,  Tax Counsel has received a               
representation                                                                  
from the  General  Partner  that the Units  will not be  listed on a            
securities                                                                      
exchange or NASDAQ and that,  acting in accordance  with Section  10.2(c) of    
the                                                                             
Partnership Agreement,  the General Partner will refuse to permit any           
assignment                                                                      
of Units which violates the "safe harbor" tests described  above.  See          
"TRANSFER                                                                       
OF UNITS--Restrictions on the Transfer of Units."                               

If the Partnership were classified as a PTP it would be treated for   
federal                                                                         
income tax purposes as an  association  taxable as a  corporation  unless 90%   
or                                                                              
more of its income were to come from certain  "qualified  sources." The         
business                                                                        
of the  Partnership  will be the leasing and  financing  of personal  (not      
real)                                                                           
property.  Thus, its income would not be from such qualified sources.  The      
major                                                                           
consequences of being treated as a corporation would be that Partnership        
losses                                                                          
would not be passed  through to the Partners,  and  Partnership  income could   
be                                                                              
subject to double tax.  Corporations are required to pay federal income taxes   
on                                                                              
their  taxable  income and corporate  distributions  are taxable to investors   
at                                                                              
ordinary  income  tax rates to the  extent  of the  corporation's  earnings     
and                                                                             
profits and are not  deductible  by the  corporation  in  computing  its        
taxable                                                                         
income.  If the  Partnership  at any  time  is  taxable  as a  corporation,     
and                                                                             
particularly should that occur retroactively,  the effects of corporate         
taxation                                                                        
could have a substantial  adverse effect on the after-tax  investment  return   
of                                                                              
investors.  Furthermore,  a change in the tax status of the  Partnership        
from a                                                                          
partnership to an association  taxable as a corporation  would be treated by    
the                                                                             
Service  as  involving  an  exchange.  Such an  exchange  may  give  rise to    
tax                                                                             
liabilities for the Limited Partners under certain  circumstances  (e.g., if    
the                                                                             
Partnership's debt exceeds the tax basis of the Partnership's assets at the     
time                                                                            
of such exchange) even though they might not receive cash distributions from    
the                                                                             
Partnership  to  cover  such  tax  liabilities.  See  "--  Classification       
as  a                                                                           
Partnership" and "-- Sale or Other Disposition of Partnership  Interest" in     
this                                                                            
Section.                                                                        

Taxation of Distributions                                                       

 If the  Partnership  is classified as a partnership  for federal income
tax                                                                             
purposes,  it will not be subject to federal  income tax.  Each  Partner will   
be                                                                              
required  to report on his  federal  income tax return his share of the         
income,                                                                         
gains, losses, deductions and credits of the Partnership for each year.         

The Partnership  will report its operations on an accrual basis for   
federal                                                                         
income  tax  purposes  using a December  31 fiscal  year and will file an       
annual                                                                          
partnership  information  return with the Service.  Each Limited Partner will   
be                                                                              
furnished with all  information  with respect to the  Partnership  necessary    
for                                                                             
preparation  of his federal  income tax return  within 75 days after each       
fiscal                                                                          
year end.                                                                       

Cash  distributions to a Limited Partner in any year may be greater or
less                                                                            
than his share of the Partnership's taxable income for such year.               
Distributions                                                                   
in excess of income  will not be taxable to the  Limited  Partner but will      
first                                                                           
reduce the tax basis for his Units (as  increased  or  decreased by such        
Limited                                                                         
Partner's  allocable  share of Partnership  income or loss for the year in      
which                                                                           
such  distributions  occur) to the extent  thereof.  Any cash  distributions    
in                                                                              
excess of his basis will then be taxable to such Limited  Partner,  generally   
as                                                                              
capital gains, provided the Units are capital assets in the hands of the        
Limited                                                                         
Partner.                                                                        

To the extent that the principal amount of the  Partnership's         
indebtedness                                                                    
is  repaid  from  cash  derived  from  rentals  or  sales  of the               
Partnership's                                                                   
Equipment, the taxable income of a Limited Partner in the Partnership may       
exceed                                                                          
the  related  cash  distributions  for such  year.  Depreciation  or other      
cost                                                                            
recovery  with  respect to Equipment  may create a deferral of tax  liability   
in                                                                              
that larger cost recovery  deductions in the early years may reduce or          
eliminate                                                                       
the  Partnership's  taxable  income in those  early  years of the               
Partnership's                                                                   
operations.  However,  this  deferral  is offset in later years by smaller or   
no                                                                              
depreciation or cost recovery  deductions,  while an increasingly larger        
portion                                                                         
of the Partnership's  income must be applied to reduce debt principal           
(thereby,                                                                       
possibly  generating  taxable  income in excess of cash  distributions  in      
those                                                                           
years).                                                                         

Miscellaneous itemized deductions of an individual taxpayer,  which   
include                                                                         
investment  expenses (such as  organizational  expenses;  see "-- Deductions    
for                                                                             
Organizational and Offering Expenses;  Start-Up Costs"),  are deductible only   
to                                                                              
the extent they exceed 2% of the  taxpayer's  adjusted  gross income.           
Temporary                                                                       
Regulations  prohibit  the indirect  deduction  through  partnerships  and      
other                                                                           
pass-through  entities of an amount that would not be  deductible if paid by    
the                                                                             
individual.  Thus, these  limitations may apply to certain of the               
Partnership's                                                                   
expenses under certain circumstances.                                           

Partnership Income Versus Partnership Distributions                             

The income  reported each year by the  Partnership to the Limited     
Partners                                                                        
will not be equivalent to the cash  distributions made by the Partnership to    
the                                                                             
Limited  Partners.  The difference in the two amounts  primarily  arise from    
the                                                                             
fact  that   depreciation  and  other  cost  recovery   deductions   reduce     
the                                                                             
Partnership's  income but not its cash available for distribution,  and         
revenues                                                                        
reinvested by the  Partnership  or used to repay debt  principal  will          
generally                                                                       
constitute income even though not distributed to the Limited  Partners.  See    
"--                                                                             
Taxation of Distributions" and "-- Cost Recovery."                              

Allocations of Profits and Losses                                               

As a general rule, during the Reinvestment Period, 99% of the         
Partnership's                                                                   
Profits (including,  inter alia, taxable income and gains and items thereof,    
and                                                                             
items of revenue exempt from tax) will be allocated  among the Limited          
Partners                                                                        
in proportion to their  respective  numbers of Units and 1% will be allocated   
to                                                                              
the General Partner,  until the later of such time as (1) each Limited          
Partner's                                                                       
Adjusted Capital Contribution (i.e., such Limited Partner's Capital             
Contribution                                                                    
reduced by distributions from the Partnership that are in excess of such        
Limited                                                                         
Partner's 8% Cumulative  Return) is reduced to zero and (2) each Limited        
Partner                                                                         
has  been  allocated  Profits  equal to the sum of (i)  such  Limited           
Partner's                                                                       
aggregate  8%  Cumulative  Return plus (ii) any  Partnership  Losses            
previously                                                                      
allocated to such Limited Partner.  Thereafter the Partnership's Profits will   
be                                                                              
allocated after 90% among the Limited Partners in proportion to their           
respective                                                                      
numbers of Units and 10% to the General Partner.  During the Disposition        
Period,                                                                         
the Partnership's  Profits first will be allocated to all Partners in the       
amount                                                                          
necessary to eliminate any deficits in their capital accounts,  and,            
thereafter,                                                                     
will be allocated as described above.                                           

As a general rule, 99% of the Partnership's Losses (including,  inter 
alia,                                                                           
tax losses and deductions  and items thereof,  and items of expense that are    
not                                                                             
deductible for federal income tax purposes) will be allocated  among the        
Limited                                                                         
Partners  in  proportion  to their  respective  numbers  of Units and 1% will   
be                                                                              
allocated to the General Partner throughout the term of the Partnership .       

A partner's share of any item of income, gain, loss,  deduction,  or  
credit                                                                          
is determined by the  partnership  agreement,  unless the  allocation  set      
forth                                                                           
therein does not have "substantial  economic effect." If an allocation made     
by a                                                                            
partnership  does not have substantial  economic effect,  the partner's share   
of                                                                              
any such item will be determined in accordance  with the partner's  "interest   
in                                                                              
the Partnership," taking into account all the facts and circumstances.          

An allocation of  partnership  income,  gain,  loss,  deduction,  or  
credit                                                                          
provided for in a  partnership  agreement  will  generally be upheld if: (a)    
the                                                                             
allocation has "substantial economic effect," or (b) the partners can show      
that,                                                                           
taking  into  account  all  facts  and  circumstances,  the  allocation  is     
"in                                                                             
accordance with the partner's interest in the partnership" or (c) the           
allocation                                                                      
is "deemed" to be in accordance  with the partner's  interest in the            
partnership                                                                     
under special rules requiring that partners receiving  allocations of losses    
and                                                                             
deductions  which the  partnership  was able to generate  as a result of,       
inter                                                                           
alia,  purchasing  assets with borrowed money, be "charged back" income and     
gain                                                                            
to the  extent  that  such  income  and gain is  generated  by the  assets      
that                                                                            
generated such losses and deductions ("minimum gain charge-back").              

 The  determination of substantial  economic effect is to be made at the
end                                                                             
of each of the partnership's  taxable years. In general, the regulations        
provide                                                                         
that in order for an allocation to have  "economic  effect," among other        
things:                                                                         
(a) the allocation must be appropriately reflected by an increase or decrease   
in                                                                              
the dollar amount of the relevant  partner's  capital  account;  (b)            
liquidation                                                                     
proceeds must be distributed in accordance  with the partners'  capital         
account                                                                         
balances;  and (c) either (i) upon liquidation of the  partnership,  any        
partner                                                                         
with a deficit  balance in his capital  account  must be required to restore    
the                                                                             
deficit amount to the partnership,  which amount will be distributed to         
partners                                                                        
in accordance with their positive  capital account balances or paid to          
creditors                                                                       
or (ii) in the absence of an obligation to restore such deficit, the            
partnership                                                                     
agreement must contain a "qualified income offset" provision pursuant to        
which a                                                                         
partner who is allocated losses and deductions by the partnership which cause   
or                                                                              
increase a capital account deficit must be allocated income and gains as        
quickly                                                                         
as possible so as to eliminate any deficit balance in his capital  accounts     
that                                                                            
is greater than any amount that he is, in fact,  obligated to restore.  For     
this                                                                            
purpose, capital accounts are required to be kept in accordance with certain    
tax                                                                             
accounting principles described in the regulations.                             

The economic effect of an allocation is deemed to be "substantial" if 
there                                                                           
is a reasonable  possibility that the allocation will affect  substantially     
the                                                                             
amount to be received by the partners from the  partnership,  independent of    
tax                                                                             
consequences.  An economic effect is not considered  substantial if, at the     
time                                                                            
the  allocation  becomes  part of the  partnership  agreement,  (1) at least    
one                                                                             
partner's  after-tax  consequences  may,  in present  value  terms,  be         
enhanced                                                                        
compared  to such  consequences  if the  allocation  were not  contained  in    
the                                                                             
partnership  agreement and (2) there is a strong  likelihood  that the          
after-tax                                                                       
consequences  of no partner  will,  in present  value  terms,  be               
substantially                                                                   
diminished compared to such consequences if the allocation were not contained   
in                                                                              
the partnership agreement.  The regulations state that, in determining          
after-tax                                                                       
consequences, the partner's tax attributes that are unrelated to the            
partnership                                                                     
will also be taken into account.                                                

The  Partnership  Agreement  requires that (1) all allocations of     
revenues,                                                                       
income, gain, costs, expenses, losses, deductions and distributions be          
reflected                                                                       
by an increase or decrease in the relevant  Partners' capital accounts,  (2)    
all                                                                             
Partners who are allocated  losses and deductions  generated by assets          
acquired                                                                        
with borrowed  money be charged back income and gains  generated by such        
assets,                                                                         
and (3)  although  no Limited  Partner  having a deficit  balance in his        
Capital                                                                         
Account after the final liquidating distribution will be required to make a     
cash                                                                            
contribution  to capital in the amount  necessary to eliminate the deficit,     
the                                                                             
Partnership Agreement does contain a provision for a qualified income offset.   

  The tax benefits of investment in the Partnership are largely  dependent
on                                                                              
the  Service's  acceptance of the  allocations  provided  under the             
Partnership                                                                     
Agreement.  The  allocations in the  Partnership  Agreement are designed to     
have                                                                            
"substantial  economic  effect."  However,  because  the  substantiality  of    
an                                                                              
allocation  having  economic  effect depends in part on the  interaction of     
such                                                                            
allocation with the taxable income and losses of the Partners derived from      
other                                                                           
sources,  Tax  Counsel  can  render no opinion on  whether  the  allocations    
of                                                                              
Partnership income, gain, loss, deduction or credit (or items thereof) under    
the                                                                             
Partnership Agreement will be recognized, and no assurance can be given that    
the                                                                             
Service  will not  challenge  those  allocations  on the  ground  that they     
lack                                                                            
"substantial  economic  effect."  If, upon audit,  the Service took the         
position                                                                        
that any of those  allocations  should not be  recognized  and that position    
was                                                                             
sustained by the courts,  the Limited  Partners could be taxed upon a portion   
of                                                                              
the income  allocated to the General  Partner and all or part of the            
deductions                                                                      
allocated to the Limited Partners could be disallowed.                          

The  Partnership  will  determine its income or loss  annually,  based
on a                                                                            
fiscal year ending  December 31 and using the accrual basis of  accounting.     
For                                                                             
purposes  of  allocating  such  income  or loss (or  items  thereof)  among     
the                                                                             
Partners,  the Partnership  will treat its operations as occurring  ratably     
over                                                                            
each fiscal year. The  Partnership's  income and loss (or items thereof) for    
any                                                                             
fiscal year will be allocated among the Limited  Partners based on the number   
of                                                                              
Units  held by each  Limited  Partner  throughout  the fiscal  year,  or, if    
any                                                                             
Partners hold their Units for less than the entire  fiscal year,  the portion   
of                                                                              
the fiscal year during which each of such Partners held his Units.              

Deductibility of Losses: Passive Losses, Tax Basis and "At Risk" Limitation     

Passive Losses                                                        

The  "passive  activity"  rules allow  taxpayers  to deduct  their    
passive                                                                         
activity losses only against their passive  activity  income.  Passive          
activity                                                                        
income does not include  "portfolio  income"  such as  interest,  dividends     
and                                                                             
royalties,  and  ordinary  income  such as  salary  and other  compensation     
for                                                                             
personal services. Therefore,  taxpayers will generally be required to          
segregate                                                                       
income and loss as follows:  "active" trade or business income or loss;         
"passive                                                                        
activity"  income or loss; or "portfolio"  income or loss. The passive          
activity                                                                        
rules apply to individuals,  estates,  trusts, personal service corporations    
and                                                                             
certain closely-held corporations (including S corporations).                   

  A  "passive  activity"  is one  that  involves  the  conduct  of a trade
or                                                                              
business  in which the  taxpayer  does not  materially  participate.  All       
rental                                                                          
activities generally are considered passive activities.  Furthermore, the       
status                                                                          
of  limited  partners  is  generally   considered  passive  with  respect       
to  a                                                                           
partnership's activities.                                                       

Accordingly,  a Limited Partner's  distributive share of Partnership  
income                                                                          
or losses is expected to be  characterized  as passive  activity  income or     
loss                                                                            
(except to the extent attributable to portfolio income or loss, such as         
interest                                                                        
earned  on  Partnership  funds  pending  their  investment  or  reinvestment    
in                                                                              
Equipment).  Any loss suspended under the passive  activity rules may be        
carried                                                                         
forward  indefinitely  to offset passive  activity  income,  if any,  derived   
in                                                                              
future  years,  including  income  generated  from the  activity  producing     
the                                                                             
suspended  loss.   Additionally,   suspended  losses  may  be  deducted         
against                                                                         
non-passive  income  when a  taxpayer  recognizes  gain or loss  upon a         
taxable                                                                         
disposition of his entire  interest in the passive  activity.  Finally,         
passive                                                                         
income from the  Partnership  can be used to absorb  losses  from other         
passive                                                                         
activities, subject to the rules regarding publicly-traded partnerships.        

Losses from a "publicly traded partnership" are treated as passive    
activity                                                                        
losses which may not be used to offset income from any other activity other     
than                                                                            
income subsequently  generated by the same "publicly traded partnership."       
Income                                                                          
from a "publicly  traded  partnership"  (to the extent not used to offset       
losses                                                                          
from the same  partnership)  is  generally  treated  as  portfolio  income.     
The                                                                             
Partnership has been  structured so as to avoid treatment as a "publicly        
traded                                                                          
partnership." However,  income or losses from the Partnership may not be used   
to                                                                              
offset  losses  or  income  from a  Limited  Partner's  interest  in  any       
other                                                                           
partnerships which are treated as "publicly traded partnerships."               

Tax Basis                                                             

  A Limited Partner's  initial tax basis in his Partnership  interest will
be                                                                              
his capital  contribution  to the Partnership  (i.e.,  the price he paid for    
his                                                                             
Units).  His tax basis will then be  increased  (or  decreased)  by his share   
of                                                                              
income (or loss) and by his share of any increase (or  decrease) of             
Partnership                                                                     
indebtedness  as to which no Partner is  personally  liable,  and reduced by    
the                                                                             
amount  of any  cash  distributions.  A  Limited  Partner  may only  deduct     
his                                                                             
allocable share of Partnership losses, if any, to the extent of his basis in    
his                                                                             
Units.                                                                          

"At Risk" Limitation                                                  

 Generally,  taxpayers (including certain closely-held corporations) may
not                                                                             
deduct losses incurred in most  activities,  including the leasing of           
equipment,                                                                      
in an amount  exceeding  the  aggregate  amount the taxpayer is "at risk" in    
the                                                                             
activity at the close of the  Partnership's tax year.  Generally,  a taxpayer   
is                                                                              
considered  "at risk" with respect to an activity to the extent of money and    
the                                                                             
adjusted basis of other property contributed to the activity.                   

A Limited Partner generally will not be "at risk", and will not be    
entitled                                                                        
to increase the tax basis of his Units, with respect to recourse liabilities,   
if                                                                              
any, of the Partnership  (such as trade payables),  and he will not be "at      
risk"                                                                           
with respect to nonrecourse  liabilities  incurred by the  Partnership  (such   
as                                                                              
amounts  borrowed  to  finance   purchases  of  Equipment),   even  though      
such                                                                            
nonrecourse liabilities may increase the tax basis of the Units. Thus, a        
Limited                                                                         
Partner's initial amount "at risk" effectively will be the amount of his        
capital                                                                         
contribution  to the  Partnership.  Such amount will be reduced  subsequently   
by                                                                              
cash  distributions  and loss  allocations,  and  increased  by  allocations    
of                                                                              
Partnership income.                                                             

  The effect of the "at risk" rules generally is to limit the availability
of                                                                              
the Partnership's losses to offset a Limited Partner's income from other        
sources                                                                         
to an amount equal to his capital  contribution  to the  Partnership,  less     
cash                                                                            
distributions   received  and  allocations  of  Partnership   losses,  plus     
any                                                                             
Partnership  income  allocated to him.  Therefore,  although the Partnership    
may                                                                             
generate tax losses for a taxable year, the Limited  Partners who are subject   
to                                                                              
the "at risk"  rules will be unable to use such losses to the extent they       
exceed                                                                          
such Limited  Partner's  "at risk" amount in  computing  taxable  income for    
the                                                                             
year. Any unused losses may be carried forward  indefinitely  until such        
Limited                                                                         
Partners have sufficient "at risk" amounts in the Partnership to use the        
losses.                                                                         

Deductions for Organizational and Offering Expenses; Start-Up Costs             

The costs of organizing and syndicating the Partnership, as well as   
certain                                                                         
"start-up" costs, may not be deducted currently and must be capitalized.        

Section 709 of the Code provides that no current  deduction is allowed
to a                                                                            
partnership for organizational expenses. "Organizational expenses" include      
legal                                                                           
fees  incident  to the  organization  of the  partnership,  accounting  fees    
for                                                                             
establishing a partnership  accounting  system and necessary  filing fees.      
Such                                                                            
expenses may be written off ratably over a 60-month period.                     

  Under  Section  709, no deduction is allowed at all for any amounts paid
or                                                                              
incurred  to  promote  or  effect  the  sale  of an  interest  in a             
partnership                                                                     
("syndication expenses").  Syndication expenses may be deducted, if at all,     
only                                                                            
upon  liquidation of the  Partnership,  and then perhaps only as a capital      
loss.                                                                           
"Syndication expenses" include brokerage fees (such as the Underwriting Fees    
and                                                                             
Sales Commissions),  registration fees, legal fees of underwriters and          
placement                                                                       
agents  and the  issuer  (the  Partnership)  for  securities  advice  and       
advice                                                                          
concerning the adequacy of tax disclosures in the offering documents,           
accounting                                                                      
fees  for  the  preparation  of  information  to be  included  in  the          
offering                                                                        
materials,  printing and  reproduction  costs and other  selling or             
promotional                                                                     
expenses.                                                                       

 The General Partner will endeavor to treat the organizational, start-up
and                                                                             
syndication  costs of the  Partnership in accordance  with the foregoing        
rules.                                                                          
However,  because there is uncertainty  about the  distinction  between trade   
or                                                                              
business expenses that may be currently  deducted and  organizational,          
start-up                                                                        
and syndication costs that must be capitalized and either amortized or          
deferred,                                                                       
there can be no  assurance  that the  Service  will not  challenge  the         
current                                                                         
deduction  of certain  expenses  of the  Partnership  on the  grounds  that     
such                                                                            
expenses are not currently deductible.                                          

Tax Treatment of the Leases                                                     

The  availability  to Limited  Partners of  depreciation  or cost     
recovery                                                                        
deductions with respect to a particular item of Equipment depends, in part,     
upon                                                                            
the  classification  of the particular lease of that Equipment as a "true       
lease"                                                                          
of property  under which the  Partnership  is the owner,  rather than as a      
sale,                                                                           
financing or refinancing arrangement for federal income tax purposes.           

Whether the  Partnership is the owner of any  particular  item of     
Equipment                                                                       
and whether any of its Leases is a "true lease" for federal  income tax         
purposes                                                                        
depends upon questions of fact and law. The Service has published guidelines    
for                                                                             
purposes of issuing advance rulings on the tax treatment of "leveraged"         
leases.                                                                         
These  guidelines  do not  purport  to be  substantive  rules of law and are    
not                                                                             
supposed to be applied in audit contexts  (although they have been so applied   
in                                                                              
a number of instances).                                                         

The Partnership will not request, and probably would not be able to   
obtain,                                                                         
a ruling from the Service  that each of its Leases will  qualify as such for    
tax                                                                             
purposes,  nor is it expected that the General Partner will obtain the advice   
of                                                                              
Tax Counsel with respect to any particular Lease.  Moreover, the General        
Partner                                                                         
may determine  that the  Partnership  should enter into specific  Leases on     
such                                                                            
terms that the tax treatment of the Leases would be questionable. Should a      
Lease                                                                           
be recharacterized as a sale, financing,  or refinancing  transaction for       
income                                                                          
tax purposes, a portion of the "rental" income of the Partnership  equivalent   
to                                                                              
interest on the amount  "financed" under such Lease would be treated as         
interest                                                                        
income, without offset for deductions for depreciation or cost recovery, and    
the                                                                             
balance of such "rental" income would be a tax-free  recovery of principal.     
The                                                                             
general result would be increased amounts of taxable income in the initial      
years                                                                           
of the Lease followed by decreased amounts of income in later years.            

Whether  each  Partnership  Lease will meet the relevant  requirements
and                                                                             
whether  the  Partnership  otherwise  will be treated,  for  federal  income    
tax                                                                             
purposes,  as the owner of each item of Equipment  acquired by the              
Partnership,                                                                    
will depend on the specific facts in each case, which are undeterminable        
because                                                                         
they will occur in the future. Accordingly, Tax Counsel can render no opinion   
on                                                                              
this issue.                                                                     

Cost Recovery                                                                   

  In general,  equipment of the sort anticipated to be acquired and leased
by                                                                              
the Partnership is classified as either "3-year  property," "5-year property"   
or                                                                              
"7-year  property,"  and may be written  off for  federal  income  tax          
purposes                                                                        
(through  "cost  recovery" or  "depreciation"  deductions)  over its            
respective                                                                      
recovery  period using the 200 percent  declining-balance  depreciation         
method,                                                                         
with  a  switch  to  the  straight-line  method  at a time  that  maximizes     
the                                                                             
deduction. A taxpayer may elect to use a straight-line method of                
depreciation. A                                                                 
"half-year convention" (under which a half-year's depreciation is allowed in    
the                                                                             
year that the property is placed in service) will  generally  apply in          
computing                                                                       
the first year's depreciation.  However, if more than 40% of the aggregate      
basis                                                                           
of depreciable property is placed in service in the last three months of the    
tax                                                                             
year, a "mid-quarter  convention" must be used whereunder all property placed   
in                                                                              
service  during any quarter of a tax year is treated as placed in service at    
the                                                                             
midpoint of such quarter.                                                       

The General Partner expects that the  Partnership's  Equipment will   
consist                                                                         
primarily of 5-year property. The General Partner intends to claim cost         
recovery                                                                        
deductions  with  respect to the  Partnership's  Equipment  under the           
method(s)                                                                       
deemed by the General  Partner to be in the best  interests of the              
Partnership,                                                                    
which generally will be a straight-line method.  Whether the Partnership will   
be                                                                              
entitled to claim cost recovery  deductions  with respect to any particular     
item                                                                            
of Equipment and the  applicable  method and  convention to be used depends     
on a                                                                            
number of factors,  including  whether the Leases are treated as true leases    
for                                                                             
federal  income  tax  purposes.  See "-- Tax  Treatment  of the  Leases" in     
this                                                                            
Section.                                                                        

  The  Partnership  will allocate all or part of the  Acquisition  Fees to
be                                                                              
paid to the  General  Partner  to the cost  basis  of  Equipment  on which      
cost                                                                            
recovery is computed. No assurance can be given that the Service will agree     
that                                                                            
the  amount  of such fee  which is so  allocated  is  properly  attributable    
to                                                                              
purchased  Equipment such that cost recovery deductions based on such           
additional                                                                      
basis are properly allowable. The Service might assert that the Acquisition     
Fees                                                                            
are  attributable  to items other than the  Equipment or are not subject to     
cost                                                                            
recovery at all. If the Service were  successful,  the cost recovery            
deductions                                                                      
available  to  the  Partnership  would  be  reduced  accordingly.   Because     
the                                                                             
determination  of this issue will depend on the  magnitude  and type of         
services                                                                        
performed  in   consideration   for  these  fees,   which  facts  are           
presently                                                                       
undeterminable  and may vary in connection with each piece of Equipment         
acquired                                                                        
by the Partnership, Tax Counsel is unable to render an opinion thereon.         

 Under  certain  circumstances,  a taxpayer  will be required to recover
the                                                                             
cost of an asset over a period  longer  than the period  described  above.      
Such                                                                            
circumstances  include  the use of  equipment  predominantly  outside the       
United                                                                          
States and the use of equipment by a "tax-exempt entity." See "-- Limitations   
on                                                                              
Cost Recovery Deductions."                                                      

Limitations on Cost Recovery Deductions                                         

Property Used Predominantly Outside the United States.                

The Partnership  may own and lease  Equipment  which is used          
predominantly                                                                   
outside the United  States.  The cost of such  Equipment must be written off    
for                                                                             
federal income tax purposes using the straight line method of depreciation      
over                                                                            
a period  corresponding  to the Equipment's "ADR Class Life" (which generally   
is                                                                              
longer than the 3-year,  5-year or 7-year periods  permitted for other          
property)                                                                       
and the applicable  half-year or mid-quarter  convention.  If the Equipment     
does                                                                            
not  have an ADR  Class  Life,  a  12-year  period  must be  used.  See "--     
Cost                                                                            
Recovery."                                                                      

 However, certain types of property which are used predominantly outside
the                                                                             
United States  nevertheless  qualify for the normal rules  discussed in "--     
Cost                                                                            
Recovery"  (that is, a  shorter  depreciable  life  should  be  allowable).     
The                                                                             
exceptions include the following:  (1) aircraft  registered in the United       
States                                                                          
which are operated to and from the United States;  (2) certain  railroad        
rolling                                                                         
stock which is used within and without the United States; (3) vessels           
documented                                                                      
under  the laws of the  United  States  which are  operated  in the  foreign    
or                                                                              
domestic  commerce of the United  States;  and (4) containers of a United       
States                                                                          
person which are used in the  transportation  of property to and from the       
United                                                                          
States. It is not presently  determinable whether any Equipment owned and       
leased                                                                          
by the Partnership will be in any of these categories.                          

Tax-Exempt Leasing.                                                   

The  Partnership  may  lease  Equipment  to  certain  tax-exempt      
entities.                                                                       
Property  leased to tax-exempt  entities  ("tax-exempt  use  property")  must   
be                                                                              
written off for federal income tax purposes  using the  applicable  half-year   
or                                                                              
mid-quarter  convention  and applying the straight  line method of              
depreciation                                                                    
over a period  corresponding  to the  longer of (i) the  Equipment's  "ADR      
Class                                                                           
Life"  (which  generally  is longer  than the 3-year,  5-year or 7-year         
periods                                                                         
permitted  for other  property)  and (ii) or 125% of the term of the lease.     
The                                                                             
term of a lease will include all options to renew as well as certain            
successive                                                                      
leases, determined under all of the facts and circumstances. The use of         
property                                                                        
by a  tax-exempt  entity  at  any  point  in a  chain  of  use  results  in     
its                                                                             
characterization   as   tax-exempt   use  property   (e.g.,   a  sublease       
by  a                                                                           
non-tax-exempt lessee to a tax-exempt sublessee).                               

 The definition of a "tax-exempt  entity" includes  governmental  bodies
and                                                                             
tax-exempt governmental  instrumentalities,  tax-exempt  organizations,         
certain                                                                         
foreign persons and entities, and certain international organizations.  The     
term                                                                            
also generally includes certain  organizations which were tax-exempt at any     
time                                                                            
during the five-year period ending on the date such organization  first uses    
the                                                                             
property  involved.  Foreign  persons or  entities  are  treated  as            
tax-exempt                                                                      
entities with respect to property if 50% or less of the income  derived from    
the                                                                             
leased property is subject to U.S. income tax.                                  

   The term  "tax-exempt  use property" does not include:  (1) any portion
of                                                                              
property  which is used  predominantly  by a  tax-exempt  entity  (directly,    
or                                                                              
through  a  partnership  in which the  tax-exempt  entity  is a  partner)  in   
an                                                                              
unrelated  trade or  business  if the  income  from such  trade or  business    
is                                                                              
included in the  computation of income subject to the tax on unrelated          
business                                                                        
taxable income;  (2) property leased to a tax-exempt  entity under a            
"short-term                                                                     
lease"  (that is, a lease  which has a term of less than the greater of one     
year                                                                            
or 30% of the property's ADR Class Life, but in any case less than three        
years);                                                                         
and (3) certain high-technology equipment.                                      

  If any property which is not otherwise  tax-exempt use property is owned
by                                                                              
a  partnership  which has both a  tax-exempt  entity  and a person  who is      
not a                                                                           
tax-exempt entity as partners,  such tax-exempt entity's  proportionate share   
of                                                                              
such  property is treated as tax-exempt  use property  unless  certain          
specific                                                                        
requirements relating to the allocation of profits and losses among the         
partners                                                                        
are met. These requirements will not be met by the Partnership. However,        
taxable                                                                         
income  from the  Partnership  will  probably be treated as  unrelated          
business                                                                        
taxable  income  in the hands of  employee  benefit  plans and other            
tax-exempt                                                                      
investors.  See "--  Taxation of  Employee  Benefit  Plans and Other            
Tax-Exempt                                                                      
Organizations."  Additionally,  all or  substantially  all of the               
Partnership's                                                                   
taxable  income will be treated as United States source  business  income in    
the                                                                             
hands of foreign Limited  Partners for which no exemption is available.  See    
"--                                                                             
Foreign  Investors."  Therefore,  it is not  anticipated  that the              
depreciation                                                                    
limitations  applicable  to  tax-exempt  use  property  will be material as     
they                                                                            
relate to  Equipment  owned by the  Partnership  and not  leased to or used     
by a                                                                            
tax-exempt entity.                                                              

Deferred Payment Leases                                                         

 Both the lessor and lessee under certain  rental  agreements  ("Section
467                                                                             
rental  agreements")  are required to accrue  annually the rent allocable to    
the                                                                             
taxable  year,  as well as interest on deferred  rental  payments,  where       
actual                                                                          
payment of the rent is  deferred.  A Section 467 rental  agreement is defined   
as                                                                              
any rental  agreement  for the use of tangible  property  which  involves       
total                                                                           
payments  in excess of  $250,000  and  either (i)  provides  for  increasing    
or                                                                              
decreasing rental payments or (ii) provides for rentals payable beyond the      
close                                                                           
of the calendar year following the year in which the associated use occurred.   
In                                                                              
general, the rent allocable to a taxable year will be determined by reference   
to                                                                              
the terms of the lease.  However, if a Section 467 rental agreement is silent   
as                                                                              
to the allocation of rents, or, if (1) a Section 467 rental  agreement          
provides                                                                        
for increasing or decreasing  rents,  (2) a principal  purpose for providing    
for                                                                             
increasing  or  decreasing  rents is the avoidance of taxes and (3) the lease   
is                                                                              
part of a  leaseback  transaction  or is for a term in excess of 75% of         
certain                                                                         
prescribed  asset  write-off  periods,  then rents will be deemed to accrue     
on a                                                                            
level basis in amounts  having a present  value (as  determined  by             
utilizing a                                                                     
discount rate equal to 110% of the  "applicable  federal rate," which is        
roughly                                                                         
equivalent to the rate on certain U.S.  government  securities  with            
comparable                                                                      
maturities)  equal to the  present  value (as so  determined)  of the           
aggregate                                                                       
rentals actually payable under the agreement.  The differences  between the     
rent                                                                            
actually paid and the recomputed  rents are treated as loans bearing interest   
at                                                                              
the applicable federal rate.                                                    

The Partnership may enter into transactions  which will subject it to 
these                                                                           
provisions.  The application of such provisions could result in the             
acceleration                                                                    
of income  recognition by the Partnership prior to receipt of corresponding     
cash                                                                            
flow.                                                                           

Sale or Other Disposition of Partnership Property                               

 An individual's  capital gains are taxed at 28% under current law while
the                                                                             
maximum tax rate for ordinary  income is 39.6%.  For  corporations,  the        
highest                                                                         
maximum tax rate for both capital gains and ordinary income is 35%.             

 Because  of the  different  individual  tax  rates  for  capital  gains
and                                                                             
ordinary income, the Internal Revenue Code provides various rules concerning    
the                                                                             
characterization of income as ordinary or capital and for distinguishing        
between                                                                         
long-term and short-term  gains and losses.  The  distinction  between          
ordinary                                                                        
income and capital  gains  continues to be relevant for other  purposes as      
well.                                                                           
For example, the amount of capital losses which an individual may offset        
against                                                                         
ordinary income is limited to $3,000 ($1,500 in the case of a married           
individual                                                                      
filing separately).                                                             

Upon a sale  or  other  disposition  of the  Equipment  of the        
Partnership                                                                     
(including  a sale  or  other  disposition  resulting  from  destruction  of    
the                                                                             
Equipment or from foreclosure or other enforcement of a security interest in    
the                                                                             
Equipment),  the  Partnership  will realize gain or loss equal to the           
difference                                                                      
between the basis of the  Equipment at the time of sale or  disposition  and    
the                                                                             
amount realized upon sale or  disposition.  The amount realized on a            
foreclosure                                                                     
would  include the face amount of the debt being  discharged  in a              
foreclosure,                                                                    
even though the Partnership  receives no cash.  Since the Equipment             
constitutes                                                                     
tangible personal  property,  upon a sale or other disposition of the           
Equipment,                                                                      
all of the recovery deductions  ("depreciation")  taken by the Partnership      
will,                                                                           
to the extent of any realized  gain, be subject to recapture  (i.e.,  treated   
by                                                                              
the  Partners as ordinary  income).  Recapture  cannot be avoided by holding    
the                                                                             
Equipment for any  specified  period of time.  If the  Partnership  were to     
sell                                                                            
property  on  an  installment  basis,  all  depreciation   recapture  income    
is                                                                              
recognized  at the time of sale,  even though the payments are received in      
later                                                                           
taxable years.                                                                  

Any gain in excess of the amount of recapture will  constitute gain or
loss                                                                            
described in Section 1231 of the Code if the property sold or otherwise         
disposed                                                                        
of either was used in the Partnership's trade or business and held for more     
than                                                                            
one year or was a  capital  asset  which was held for more one year and not     
held                                                                            
primarily for sale to  customers.  Under Section 1231 of the Code, if the sum   
of                                                                              
the  gains  on  sale or  exchange  of  certain  assets  (generally,             
depreciable                                                                     
property,  other than  inventory  and  literary  properties)  used in a trade   
or                                                                              
business and held for more than one year and the gains from  certain            
compulsory                                                                      
or  involuntary  conversions  exceed the  losses on such  sales,  exchanges     
and                                                                             
conversions,  such excess gains will be treated as capital  gains  (subject     
to a                                                                            
special Section 1231 recapture rule described below). If such losses exceed     
such                                                                            
gains, however, such excess losses will be treated as ordinary losses.          

  There is a special rule under Section 1231 for casualty and theft losses
on                                                                              
depreciable  business  property and capital  assets which are held for more     
than                                                                            
one year and are held in  connection  with a trade or business or a             
transaction                                                                     
entered  into for  profit.  Such gains and  losses  must be  separately         
grouped                                                                         
together and if casualty gains equal or exceed casualty  losses,  then the      
gains                                                                           
and losses are further grouped with other Section 1231 transactions to          
determine                                                                       
whether there is an overall  Section 1231 gain or loss. If the casualty or      
theft                                                                           
losses  exceed gains,  the resulting net loss is not further  grouped with      
other                                                                           
Section  1231  transactions,  but is,  instead,  excluded  from Section 1231    
and                                                                             
treated as an ordinary loss.                                                    

Under a special  "Section 1231 recapture"  rule, net Section 1231 gain
will                                                                            
be treated as ordinary  income to the extent of the taxpayer's                  
"non-recaptured"                                                                
net Section  1231 losses.  "Non-recaptured"  net Section 1231 losses are any    
net                                                                             
Section  1231 losses from the five  preceding  taxable  years which have not    
yet                                                                             
been offset against net Section 1231 gains in those years.                      

If, at the time of sale, the sold  Equipment is a capital asset (i.e.,
was                                                                             
not used in the  Partnership's  trade  or  business)  and had  been  held by    
the                                                                             
Partnership  for one  year or  less,  or if the  Partnership  is a  "dealer"    
in                                                                              
Equipment  of the type  sold,  any gain or loss will be  treated  as            
short-term                                                                      
capital gain or loss or ordinary income or loss, respectively.                  

Sale or Other Disposition of Partnership Interest                               

  Gain or loss recognized by a Limited Partner on the sale of his interest
in                                                                              
the  Partnership  (which  would  include  both the  cash or other               
consideration                                                                   
received by such  Limited  Partner  from the  purchaser  as well as such        
Limited                                                                         
Partner's share of any Partnership  nonrecourse  indebtedness)  will,  except   
as                                                                              
noted  below,  be taxable as a long-term  or  short-term  capital  gain or      
loss,                                                                           
depending  on his  holding  period  for his  Units and  assuming  that his      
Units                                                                           
qualify as capital assets in his hands. That portion of a selling Partner's     
gain                                                                            
allocable to the Partnership's  unrealized receivables  (including              
depreciation                                                                    
recapture) and inventory  (the  "ordinary  income  assets"),  however,  would   
be                                                                              
treated as ordinary  income.  The term  "ordinary  income  assets" would        
include                                                                         
assets  subject to recapture of recovery  deductions  determined as if a        
selling                                                                         
Partner's  proportionate share of the Partnership's  properties had been sold   
at                                                                              
that time. Thus, a substantial portion of a Limited Partner's gain upon the     
sale                                                                            
of his  Units  may be  treated  as  ordinary  income.  For a  discussion  of    
the                                                                             
relevance of the distinction  between  ordinary income and capital gain, see    
"--                                                                             
Sale or Other Disposition of Partnership Property" in this Section.             

In  connection  with the sale or exchange of a  Partnership  interest,
the                                                                             
transferor must promptly  notify the  Partnership of the sale or exchange,      
and,                                                                            
once the Partnership is notified,  it is required to inform the Service (and    
the                                                                             
seller  and the  buyer of the  Partnership  interest)  on or before  January    
31                                                                              
following  the calendar  year of sale) of the fair market value of the          
allocable                                                                       
share of unrealized  receivables and appreciated  inventory  attributable to    
the                                                                             
Partnership  interest sold or exchanged.  Penalty for failure to file is $50    
for                                                                             
each failure, with a limit of $100,000.  In addition,  failure of the           
transferor                                                                      
of a Partnership interest to notify the Partnership will result in a $50        
penalty                                                                         
per failure.                                                                    

Treatment of Cash Distributions Upon Redemption                                 

The  redemption  by  the  Partnership  of  all or a  portion  of a    
Limited                                                                         
Partner's Units (see "SUMMARY OF THE PARTNERSHIP  AGREEMENT") will be treated   
as                                                                              
a sale or exchange of such Units by the Limited Partner and may generate        
taxable                                                                         
income to him. The "amount  realized" by such Limited Partner on such           
redemption                                                                      
will  equal  the sum of the cash  received  by such  Limited  Partner,  plus    
the                                                                             
Limited Partner's share of the Partnership's liabilities.                       

Under Section 751(b) of the Code, in the event the Partnership        
distributes                                                                     
cash to a Partner and,  simultaneously,  the Limited  Partner's  interest in    
the                                                                             
Partnership's  "ordinary income assets" is reduced,  the Limited Partner will   
be                                                                              
deemed to receive the cash, or a portion thereof,  in exchange for the          
"ordinary                                                                       
income assets." The Limited Partner will recognize ordinary income to the       
extent                                                                          
the portion of the  distribution  that is attributable  to the "ordinary        
income                                                                          
assets" exceeds such Limited Partner's  undivided  interest in the              
Partnership's                                                                   
adjusted  basis in such  assets  prior to the  exchange.  The  remainder  of    
the                                                                             
distribution,  if any,  will be  treated  in the same  manner  as a             
partnership                                                                     
distribution (i.e., the Limited Partner will recognize income only to the       
extent                                                                          
the cash  distributions  exceed such  Limited  Partner's  adjusted  basis in    
his                                                                             
Units). See "-- Taxation of Distributions."                                     

The  Partnership  anticipates  that any  redemption of a Limited      
Partner's                                                                       
Units  will be  payable  out of Cash From  Operations  and Cash From  Sales     
that                                                                            
otherwise  would be available for  distribution  to all Limited  Partners or    
for                                                                             
reinvestment in additional Equipment. Accordingly, while any redemption of      
Units                                                                           
by the Partnership  would decrease the aggregate number of Units outstanding    
and                                                                             
thereby  proportionally  increase each remaining Limited Partner's              
distributive                                                                    
share of Partnership income, gain, loss and deductions and items thereof, it    
may                                                                             
also  reduce  the total  amount of cash which is  available  for  investment    
or                                                                              
reinvestment.                                                                   

Gifts of Units                                                                  

Generally,  no gain  or  loss is  recognized  upon  the  gift of      
property.                                                                       
However,  a gift of Units (including a charitable  contribution)  may be        
treated                                                                         
partially  as a sale to the  extent  of the  transferor's  share of             
Partnership                                                                     
nonrecourse  liabilities,  if any.  Gain may be required to be  recognized in   
an                                                                              
amount  equal to the  difference  between such  nonrecourse  debt share and     
that                                                                            
portion of the basis in the Units allocable to the sale transaction.            
Charitable                                                                      
contribution  deductions  for the fair market value of the Units will be        
reduced                                                                         
by the amounts  involved in such partial sale and, in any event,  may be        
subject                                                                         
to  reduction  in certain  cases by the  amount of gain which  would be taxed   
as                                                                              
ordinary income to the transferor on a sale of his Units.                       

Consequence of No Section 754 Election                                          

Because of the complexities of the tax accounting required, the       
Partnership                                                                     
does not  presently  intend to file  elections  under Section 754 of the Code   
to                                                                              
adjust  the  basis  of  property  in  the  case  of  transfers  of  Units.      
As a                                                                            
consequence,  a transferee  of Units may be subject to tax upon a portion of    
the                                                                             
proceeds of sales of the Partnership's  property which represents,  as to       
him, a                                                                          
return of capital. This may affect adversely the price that potential           
purchasers                                                                      
would be willing to pay for Units.                                              

Tax Treatment of Termination of the  Partnership  Pursuant to the  Partnership  
Agreement                                                                       

In the event of termination of the Partnership  pursuant to the       
Partnership                                                                     
Agreement   (see   "SUMMARY  OF  THE   PARTNERSHIP   AGREEMENT  --  Duration    
of                                                                              
Partnership")  the  General  Partner  is  required  to  sell or  dispose  of    
the                                                                             
Partnership assets,  apply the proceeds and other Partnership funds to          
repayment                                                                       
of the  liabilities of the Partnership and distribute any remaining funds to    
the                                                                             
Partners in accordance with their positive Capital Accounts balances.  Sales    
and                                                                             
other  dispositions of the Partnership's  assets would have the tax             
consequences                                                                    
described  in "-- Sale or Other  Disposition  of  Partnership  Property" in     
this                                                                            
Section.  Liquidating cash  distributions in excess of a Partner's tax basis    
for                                                                             
his Partnership  interest generally would be taxable (generally as capital      
gain,                                                                           
provided the Partnership interests constitute capital assets in the hands of    
the                                                                             
Partners);  cash  distributions  in amounts less than such basis may result     
in a                                                                            
loss (generally a capital loss which would be subject to the general            
limitations                                                                     
on deductibility of losses). The tax basis for the Units of a Limited Partner   
is                                                                              
increased (or  decreased) by his share of the  Partnership's  taxable income    
(or                                                                             
loss) resulting from the sale or other  disposition of Equipment.  Hence, if    
the                                                                             
Partnership's  Equipment  has  been  sold or  disposed  of  under               
circumstances                                                                   
resulting in a loss,  distribution of the sale proceeds upon  liquidation of    
the                                                                             
Partnership may result in taxable gain to the Partners.                         

Audit by the Service                                                            

No tax rulings have been sought by the Partnership from the Service.  
While                                                                           
the Partnership  (and any joint ventures in which the Partnership               
participates)                                                                   
intends to claim only such  deductions  and assert only such tax  positions     
for                                                                             
which  there is a  substantial  basis,  the Service may audit the returns of    
the                                                                             
Partnership  or any such joint  venture and it may not agree with some or all   
of                                                                              
the positions taken by the Partnership (or such joint venture).                 

An audit of the Partnership's  information return may result in an    
increase                                                                        
in  the  Partnership's   income,   the  disallowance  of  deductions,   and     
the                                                                             
reallocation of income and deductions among the Partners.  In addition, an      
audit                                                                           
of the  Partnership's  information  return  may lead to an audit of  income     
tax                                                                             
returns of Limited  Partners which could lead to adjustments of items           
unrelated                                                                       
to the Partnership.                                                             

Partners must report  Partnership  items on their  individual  returns
in a                                                                            
manner  consistent  with the  partnership  return  unless  the  Partner         
files a                                                                         
statement with the Service  identifying the  inconsistency or unless the        
Partner                                                                         
can  prove  his  return  is in  accordance  with  information  provided  by     
the                                                                             
Partnership. Failure to comply with this requirement is subject to penalties    
and                                                                             
may  result  in an  extended  statute  of  limitations.  In  addition,  in      
most                                                                            
circumstances  the federal tax  treatment  of items of a  partnership's         
income,                                                                         
gain, loss,  deduction and credit will be determined at the partnership level   
in                                                                              
a unified  partnership  proceeding rather than in separate  proceedings with    
its                                                                             
partners.                                                                       

 Any  audit of the  Partnership  will be at the  Partnership  level  and
the                                                                             
Service will deal with the Partnership's  "Tax Matters Partner" (the "TMP")     
with                                                                            
respect  to  its  tax  matters.   The  General  Partner  is  designated  as     
the                                                                             
Partnership's  TMP in the  Partnership  Agreement.  Only those Limited          
Partners                                                                        
having at least a 1% interest in the Partnership (the "Notice Partners") will   
be                                                                              
entitled  to  receive  separate  notice  from the  Service  of the  audit of    
the                                                                             
Partnership's  return and of the results thereof,  and Limited Partners who     
have                                                                            
an  interest  of less than 1%  ("Non-notice  Partners")  will not be entitled   
to                                                                              
notice from the Service. However, groups of Non-notice Partners who together    
own                                                                             
a 5% or  greater  interest  in  the  Partnership  (a  "Notice  Group")  may,    
by                                                                              
notification  to the  Service,  designate  a member  of their  group to         
receive                                                                         
Service  notices.  All Partners in the Partnership have the right to            
participate                                                                     
in any audit of the  Partnership.  The  General  Partner is required to keep    
all                                                                             
Limited  Partners  informed  of  any  administrative  and  judicial             
proceedings                                                                     
involving the tax matters of the  Partnership.  Also,  the General  Partner     
will                                                                            
keep Non-notice  Partners advised of any significant audit activities in        
respect                                                                         
of the Partnership.                                                             

The TMP is authorized to enter into settlement  agreements with the   
Service                                                                         
that are binding upon Non-notice  Partners,  except Non-notice  Partners who    
are                                                                             
members of a Notice  Group or who have filed a statement  with the Service      
that                                                                            
the TMP does not have  authority to enter into  settlement  agreements  that    
are                                                                             
binding  upon  them.  Any  Partner  will  have the  right to have any           
favorable                                                                       
settlement  agreement  reached  between the Service and any other  Partners     
with                                                                            
respect to an item of his Partnership applied to him.                           

The General Partner is empowered by the  Partnership  Agreement to    
conduct,                                                                        
on behalf of the  Partnership  and Limited  Partners,  all  examinations  by    
tax                                                                             
authorities relating to the Partnership, at the expense of the Partnership.     
See                                                                             
"SUMMARY  OF THE  PARTNERSHIP  AGREEMENT."  A tax  controversy  could  result   
in                                                                              
substantial  legal and  accounting  expense  being  charged  to the             
Partnership                                                                     
subject to the controversy, irrespective of the outcome.                        

Alternative Minimum Tax                                                         

  An alternative minimum tax ("AMT") is payable by taxpayers to the extent
it                                                                              
exceeds the  taxpayer's  regular  federal income tax liability for the year.    
For                                                                             
noncorporate  taxpayers,  the AMT is imposed  on  "alternative  minimum         
taxable                                                                         
income"  ("AMTI")  in excess of an  exemption  amount.  The AMTI is based on    
the                                                                             
taxpayer's taxable income, as recomputed with certain  adjustments and          
increased                                                                       
by  certain  "tax  preference"   items.  A  two-tiered  AMT  rate  schedule     
for                                                                             
noncorporate  taxpayers  exists  consisting of a 26% rate (which  applies to    
the                                                                             
first  $175,000  ($87,500  for  married  individuals  filing  separately)       
of  a                                                                           
taxpayer's AMTI in excess of the exemption amount) and a 28% rate (which        
applies                                                                         
to the amount in excess of  $175,000  ($87,500  for married  individuals        
filing                                                                          
separately)  over the exemption  amount).  The  exemption  amount is $45,000    
for                                                                             
married individuals filing jointly,  $33,750 for single persons, and $22,500    
for                                                                             
estates, trusts, and married individuals filing separately.                     

The  principal   adjustments   include  the  following:   (1)         
depreciation                                                                    
deductions  cannot exceed those computed under the 150% declining balance       
method                                                                          
and an extended  recovery period,  (2) mining  exploration and development      
costs                                                                           
are capitalized and amortized  ratably over ten years, (3) magazine             
circulation                                                                     
expenditures  are  amortized  over three years,  (4)  research and              
experimental                                                                    
expenditures are amortized over ten years, (5) miscellaneous itemized           
deductions                                                                      
are not allowed,  (6) medical  expenses are  deductible  only to the extent     
they                                                                            
exceed 10% of adjusted  gross  income,  (7) state and local  property and       
income                                                                          
taxes are not  deductible,  (8)  interest  deductions  are  subject  to         
further                                                                         
restrictions,  (9)  the  standard  deduction  and  personal  exemptions  are    
not                                                                             
allowed,  (10) only  "alternative  tax net operating  losses" are deductible    
and                                                                             
(11) the excess of the fair market value of stock received on the exercise of   
an                                                                              
incentive stock option over the exercise price must be included as income.      

The principal "tax preference"  items which must be added to taxable  
income                                                                          
for AMT purposes  include the  following:  (1) the excess of depletion  over    
the                                                                             
adjusted  basis  of the  property  at the end of the  year,  (2) the  excess    
of                                                                              
intangible  drilling costs over 65% of net oil and gas income, (3) the excess   
of                                                                              
the  reserve for bad debt  deductions  over the  deduction  that would have     
been                                                                            
allowable based on actual experience, (4) private activity bond interest and    
(5)                                                                             
untaxed appreciation on charitable contributions.                               

The  General  Partner  does  not  anticipate  that  any  significant  
"tax                                                                            
preference"   items  will  be  generated  by  the  Partnership.   The           
principal                                                                       
Partnership  items which may have an impact on a particular  Partner's  AMTI    
are                                                                             
interest and depreciation. It is anticipated that the Partnership will          
generally                                                                       
depreciate  its  Equipment  using  the  straight  line  method.  Therefore,     
the                                                                             
Partnership's  activities  should not give rise to any significant              
depreciation                                                                    
adjustments  for  purposes  of  computing  the  AMTI  of the  Limited           
Partners.                                                                       
Prospective  investors should be aware,  however, that for purposes of          
computing                                                                       
AMTI,  interest  incurred  to acquire or  maintain  an  ownership  interest     
in a                                                                            
passive activity (such as the Partnership) is deductible only to the extent     
that                                                                            
such interest, when added to the passive activity income or loss of the         
taxpayer                                                                        
(computed  with the  appropriate  alternative  minimum tax  adjustments  and    
tax                                                                             
preferences),  does not  result in a  passive  activity  loss (as so            
computed).                                                                      
Accordingly,  Limited  Partners who borrow money and incur  interest  expense   
in                                                                              
connection with their purchase of Units may only be allowed a limited           
deduction                                                                       
for such interest in computing their AMTI.                                      

The rules  relating to the  alternative  minimum tax for  corporations
are                                                                             
different than those just described.  Corporations contemplating purchase of    
the                                                                             
Units should consult their tax advisors as to the possible  alternative         
minimum                                                                         
tax consequences of an investment in the Partnership.                           

Interest Expense                                                                

In  general,  interest  expense  incurred  in  connection  with       
investment                                                                      
activities  is  deductible  only against  investment  income.  Interest         
expense                                                                         
incurred in connection  with  investments in "passive"  activities  (such as    
the                                                                             
Partnership and other limited  partnerships)  may only be deducted in           
accordance                                                                      
with the rules  applicable to losses  derived from passive  activities.  See    
"--                                                                             
Deductibility of Losses: Passive Losses, Tax Basis and 'At Risk' Limitation."   

  Interest  expense  incurred by the Partnership  probably will be treated
as                                                                              
"passive"  activity  interest,  as would interest  expense incurred by a        
Limited                                                                         
Partner on money he borrows to purchase or carry his interest in the            
Partnership                                                                     
but may be deductible against related income of the Partnership allocable to    
the                                                                             
Units purchased with such borrowed money.                                       

  The  Partnership  may enter into  transactions  involving the prepayment
of                                                                              
interest or the payment of "points,"  commitment  fees and loan  origination    
or                                                                              
brokerage fees. In general, prepaid interest, "points" and similar costs may    
not                                                                             
be deductible currently and, instead, may have to be capitalized and written    
off                                                                             
over the life of the related loan. The General  Partner will treat such costs   
in                                                                              
accordance with the applicable requirements.                                    

Self-Employment Income and Tax                                                  

 A Limited Partner's net earnings from  self-employment  for purposes of
the                                                                             
Social Security Act and the Code will not include his distributive  share of    
any                                                                             
item of income or loss from the Partnership,  other than any guaranteed         
payments                                                                        
made to such  Limited  Partner  for  services  rendered  to or on  behalf of    
the                                                                             
partnership.                                                                    

Maximum Individual Tax Rates                                                    

 The federal  income tax on  individuals  applies at a 15%, 28%, 31% and
36%                                                                             
rate. In addition,  the Code imposes a 10% surtax on taxable income in excess   
of                                                                              
$250,000 ($125,000 for married individuals filing separately),  which raises    
the                                                                             
tax rate for taxpayers in this bracket to 39.6%. The personal  exemption,       
which                                                                           
is $2,500 for 1995,  is reduced by 2% for each  $2,500 by which an              
individual's                                                                    
adjusted gross income exceeds $150,000 for joint returns,  $125,000 for heads   
of                                                                              
household, $100,000 for single taxpayers, and $75,000 for married persons       
filing                                                                          
separately  (as  these  amounts  are  adjusted  for  post-1991  inflation).     
An                                                                              
individual  is  required  to reduce  the  amount  of  certain  of his           
otherwise                                                                       
allowable  itemized  deductions by 3% of the excess of his adjusted gross       
income                                                                          
over $100,000 or $50,000 in the case of married  taxpayers filing separately    
(as                                                                             
these amounts are adjusted for post-1991 inflation).                            

Section 183                                                                     

 Section 183 of the Code limits  deductions  attributable to "activities
not                                                                             
engaged in for profit."  Section 183 contains a presumption  that an activity   
is                                                                              
engaged  in for  profit  if the  gross  income  from the  activity  exceeds     
the                                                                             
deductions from the activity in at least three out of the five consecutive      
years                                                                           
ending with taxable year at issue.  The General  Partner  intends to operate    
the                                                                             
Partnership for the purpose of providing an economic profit and anticipates     
that                                                                            
the Partnership  will have sufficient  gross income to entitle it to the        
benefit                                                                         
of the  presumption  referred to above.  If the  Partnership's  activities      
were                                                                            
treated as not being engaged in for profit, any deductions of the Partnership   
in                                                                              
excess of its gross income might be permanently disallowed.                     

Registration, Interest, and Penalties                                           

Tax Shelter Registration                                              

"Tax  shelters"  are  required to be  registered  with the  Service.  
Under                                                                           
Temporary Treasury  Regulations,  an investment  constitutes a "tax shelter"    
for                                                                             
this purpose if a potential investor could reasonably infer from                
representations                                                                 
made in connection with the sale of the investment that the aggregate  amount   
of                                                                              
deductions  and other tax  benefits  potentially  allowable  with respect to    
the                                                                             
investment for any of the first five years will be greater than twice the       
amount                                                                          
to be invested. The Partnership is a "tax shelter" under this definition        
because                                                                         
the term "amount of deductions" means gross deductions and gross income         
expected                                                                        
to be  realized  by the  Partnership  is not  counted.  The  Temporary          
Treasury                                                                        
Regulations  also provide  that a tax shelter is not  required to be            
registered                                                                      
initially  if  it  is  a  "projected  income  investment."  A  projected        
income                                                                          
investment is any tax shelter that is not expected to reduce the  cumulative    
tax                                                                             
liability  of any investor as of the close of any of the first five years of    
the                                                                             
investment.  The  General  Partner  expects,  based  on  economic  and          
business                                                                        
assumptions which the General Partner believes to be reasonable, that no        
Limited                                                                         
Partner's  cumulative tax liability will be reduced during any of the first     
five                                                                            
years after the effective date of this  Prospectus by reason of an investment   
in                                                                              
the Partnership. There can be no assurance, however, that unexpected economic   
or                                                                              
business  developments  will not cause Limited Partners to incur tax losses     
from                                                                            
the Partnership,  with the result that their cumulative tax liability during    
the                                                                             
first five years might be reduced. Therefore, the General Partner has           
registered                                                                      
the Partnership as a "tax shelter" with the Service. A Tax Shelter              
Registration                                                                    
Number  is  expected  to be  received  shortly.  However,  for  so  long  as    
the                                                                             
Partnership  is a projected  income  investment,  the Limited  Partners  are    
not                                                                             
required to include the Partnership's registration number on their tax          
returns.                                                                        

Even though the  Partnership  may be a  projected  income  investment,
the                                                                             
Partnership  will  nonetheless be required to maintain a list  identifying      
each                                                                            
person  who has been  sold a Unit  and  containing  such  other  information    
as                                                                              
required by the  regulations.  This list must be made  available  to the        
Service                                                                         
upon request.                                                                   

In the event the Partnership  ceases to be a projected  income        
investment,                                                                     
the  Partnership  and the Limited  Partners will become subject to all          
remaining                                                                       
requirements  applicable to tax shelters.  This means, among other things,      
that                                                                            
the Limited Partners will be required to include the Partnership's              
registration                                                                    
number on their tax returns.                                                    

  Pursuant to the  Temporary  Treasury  Regulations,  the General  Partner
is                                                                              
required  to notify the Limited  Partners  that the  Partnership  is no         
longer a                                                                        
projected  income  investment  and to inform each  Limited  Partner that he     
must                                                                            
report the Partnership's  registration number on any return on which he         
claims a                                                                        
deduction, credit or other tax benefit from the Partnership.                    

   The General Partner is required by the Temporary Treasury  Regulations to
include the following legend herein:  "ISSUANCE OF A REGISTRATION  NUMBER DOES  
NOT INDICATE THAT THIS INVESTMENT                                               

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OR THE CLAIMED TAX BENEFITS  HAVE BEEN  REVIEWED,  EXAMINED OR APPROVED BY THE  
INTERNAL REVENUE SERVICE."                                                      

Interest on Underpayments                                             

  The interest that taxpayers must pay for  underpayment  of federal taxes
is                                                                              
the Federal short-term rate plus three percentage points,  compounded daily.    
The                                                                             
Federal  short-term  rate is set quarterly by the Treasury based on the yield   
of                                                                              
U.S. obligations with maturities of three years or less.                        

Penalty for Substantial Understatements                               

The Code also contains a penalty for substantial  understatement of   
federal                                                                         
income  tax  liability  equal to 20% of the  amount  of the  understatement.    
An                                                                              
understatement  occurs if the correct  tax for the year (as  finally            
determined                                                                      
after all  administrative  and judicial  proceedings)  exceeds the tax          
liability                                                                       
actually shown on the taxpayer's  returns for the year. An  understatement on   
an                                                                              
individual's  return will be considered  substantial for purposes of the        
penalty                                                                         
if it exceeds both (a) 10% of the correct tax, and (b) $5,000. The imposition   
of                                                                              
this  penalty  may be  avoided  however  if, in the case of any item that is    
not                                                                             
attributable  to a "tax  shelter," (a) there was  substantial  authority for    
the                                                                             
taxpayer's treatment of the item, or (b) the relevant facts affecting the       
item's                                                                          
tax treatment were adequately  disclosed in the taxpayer's  return provided     
that                                                                            
the taxpayer had a "reasonable basis" for the tax treatment of such item. In    
the                                                                             
case of an item that is  attributable  to a "tax  shelter,"  the  penalty may   
be                                                                              
avoided if (a) there was substantial  authority for the taxpayer's  treatment   
of                                                                              
the item,  and (b) the taxpayer  reasonably  believed  that his treatment of    
the                                                                             
item on the return was more likely than not the proper treatment.               

For  purposes  of the  understatement  penalty,  "tax  shelter"       
includes a                                                                      
partnership  whose  principal  purpose is "the  avoidance  or evasion of        
Federal                                                                         
income tax." The Partnership should not be treated as a "tax shelter" within    
the                                                                             
meaning of this provision  primarily  because (1) the  Partnership's            
objectives                                                                      
include  the  provision  of  cash  distributions  (real  economic  gain)  to    
the                                                                             
investors throughout the operating life of the Partnership, and (2) claiming    
the                                                                             
tax benefits associated with the ownership of equipment would be consistent     
with                                                                            
Congressional purpose in providing those benefits.                              

State and Local Taxation                                                        

In  addition  to the  federal  income  tax  consequences  described   
above,                                                                          
prospective investors should consider potential state and local tax             
consequences                                                                    
of an investment in the  Partnership.  A Limited  Partner's share of the        
taxable                                                                         
income or loss of the  Partnership  generally will be required to be included   
in                                                                              
determining   reportable   income  for  state  or  local  tax  purposes  in     
the                                                                             
jurisdiction  in which the Limited  Partner is a resident.  In  addition,       
other                                                                           
states in which the  Partnership  owns  Equipment  or does  business may        
require                                                                         
nonresident  Limited  Partners  to file state  income tax returns and may       
impose                                                                          
taxes  determined  with  reference to their pro rata share of the               
Partnership's                                                                   
income derived from such state. Any tax losses generated through the            
Partnership                                                                     
from  operations in such states may not be available to offset income from      
other                                                                           
sources in other states.  To the extent that a nonresident  Limited Partner     
pays                                                                            
tax to a state by virtue of the operations of the Partnership within that       
state,                                                                          
he may be  entitled to a  deduction  or credit  against tax owed to his state   
of                                                                              
residence with respect to the same income. Payment of state and local taxes     
will                                                                            
constitute  a  deduction  for federal  income tax  purposes,  assuming  that    
the                                                                             
Limited Partner itemizes deductions. Each investor is advised to consult his    
own                                                                             
tax adviser to determine the effect of state and local taxes, including gift    
and                                                                             
death taxes as well as income taxes,  which may be payable in connection with   
an                                                                              
investment in the Partnership.                                                  

Foreign Investors                                                               

Foreign  investors in the  Partnership  should be aware that,  for the
most                                                                            
part,  the income of the  Partnership  will consist of trade or business        
income                                                                          
which is attributable to or effectively connected with a fixed place of         
business                                                                        
("permanent  establishment") maintained by the Partnership in the United        
States.                                                                         
As such,  Partnership  income  will be subject to U.S.  taxation in the hands   
of                                                                              
foreign  investors and it is unlikely that any exemption will be available      
under                                                                           
any applicable tax treaty. Such foreign investors may be required to file a     
U.S.                                                                            
federal  income tax return to report their  distributive  shares of             
Partnership                                                                     
income, gains, losses and deductions.  Additionally, the Partnership is         
required                                                                        
to withhold tax on each such  foreign  investor's  distributive  share of       
income                                                                          
from the  Partnership  (whether  or not any cash  distributions  are made);     
any                                                                             
amount  required to be withheld  will be deducted from  distributions           
otherwise                                                                       
payable to such foreign  investor and such  foreign  investor  will be liable   
to                                                                              
repay the Partnership for any  withholdings  in excess of the  distributions    
to                                                                              
which he is otherwise  entitled.  Foreign  investors must consult with their    
tax                                                                             
advisors as to the  applicability to them of these rules and as to the other    
tax                                                                             
consequences described herein.                                                  

Tax Treatment of Certain Trusts and Estates                                     

 The tax  treatment of trusts and estates can differ  somewhat  from the
tax                                                                             
treatment of individuals.  Investors which are trusts and estates should        
consult                                                                         
with  their  tax  advisors  as to the  applicability  to them  of the tax       
rules                                                                           
discussed herein.                                                               

 Trusts  that  purchase  Units in the  Partnership  should be aware that
the                                                                             
Treasury  Regulations provide that in certain  circumstances trusts which       
engage                                                                          
in a trade or business may be taxed as  corporations.  In this  connection,     
the                                                                             
courts have held that limited partners  (whether trusts or otherwise) are       
deemed                                                                          
to be  engaged  in the  trade or  business  in which the  partnership  itself   
is                                                                              
engaged.  The  Partnership  probably  will be treated as  engaging in a trade   
or                                                                              
business.  Accordingly,  a Limited  Partner  which is a trust may be  subject   
to                                                                              
trust level tax at corporate tax rates, whether or not the income is            
distributed                                                                     
to the beneficiaries.  This is a question of fact as to each such trust, and    
Tax                                                                             
Counsel are not able to express an opinion thereon.                             

Taxation of Employee Benefit Plans and Other Tax-Exempt Organizations           

Employee benefit plans, such as qualified pension and profit sharing  
plans,                                                                          
Keogh plans,  and IRAs,  generally are exempt from federal income tax, except   
to                                                                              
the extent their  "unrelated  business  taxable  income"  exceeds  $1,000 in    
any                                                                             
taxable year. The excess  "unrelated  business  taxable income" is subject to   
an                                                                              
unrelated business income tax. Other charitable and tax-exempt organizations    
are                                                                             
likewise subject to the unrelated business income tax.  Tax-exempt  investors   
in                                                                              
the  Partnership  may be deemed to be engaged in the business  carried on by    
the                                                                             
Partnership and,  therefore,  subject to the unrelated business income tax.     
Such                                                                            
investors must consult with tax advisors as to the tax  consequences  to them   
of                                                                              
investing in the Partnership.                                                   

Corporate Investors                                                             

The federal income tax  consequences  to investors  which are         
corporations                                                                    
(other  than  certain  closely-held  corporations,  which are subject to the    
"at                                                                             
risk" and "passive loss"  limitations  discussed  herein) may differ            
materially                                                                      
from the tax consequences  discussed herein,  particularly as they relate to    
the                                                                             
alternative minimum tax. Such investors must consult with tax advisors as to    
the                                                                             
tax consequences to them of investing in the Partnership.                       

 INVESTMENT BY QUALIFIED PLANS

Fiduciaries under ERISA                                                         

A fiduciary of a Qualified  Plan is subject to certain  requirements  
under                                                                           
ERISA,  including  the duty to  discharge  its  responsibilities  solely  in    
the                                                                             
interest  of, and for the  benefit of, the  Qualified  Plan's  participants     
and                                                                             
beneficiaries. A fiduciary is required to (a) perform its duties with the       
skill,                                                                          
prudence and diligence of a prudent man acting in like  capacity,  (b)          
diversify                                                                       
investments so as to minimize the risk of large losses and (c) act in           
accordance                                                                      
with the Qualified Plan's governing documents.                                  

Fiduciaries  with respect to a Qualified  Plan  include,  for example,
any                                                                             
persons who  exercise any  authority or control  respecting  the  management    
or                                                                              
disposition of the funds or other  property of the Qualified  Plan. For         
example,                                                                        
any person who is responsible for choosing a Qualified  Plan's  investments,    
or                                                                              
who is a member of a  committee  that is  responsible  for  choosing a          
Qualified                                                                       
Plan's  investments,  is a fiduciary of the Qualified Plan.  Also, an           
investment                                                                      
professional who renders,  or who has the authority or responsibility to        
render,                                                                         
investment  advice  with  respect to the funds or other  property of a          
Qualified                                                                       
Plan may be a fiduciary  of the  Qualified  Plan,  as may any other  person     
with                                                                            
special  knowledge or influence with respect to a Qualified Plan's investment   
or                                                                              
administrative activities.                                                      

 IRAs  generally  are not  subject  to  ERISA's  fiduciary  duty  rules.
In                                                                              
addition,  where a participant in a Qualified  Plan exercises  control over     
such                                                                            
participant's  individual  account  in the  Qualified  Plan in a                
"self-directed                                                                  
investment"  arrangement that meets the requirements of Section 404(c) of       
ERISA,                                                                          
such  Participant  (rather than the person who would otherwise be a fiduciary   
of                                                                              
such Qualified Plan) will generally be held  responsible for the consequences   
of                                                                              
his investment decisions under interpretations of applicable  regulations of    
the                                                                             
Department  of  Labor.   Certain   Qualified  Plans  of  sole                   
proprietorships,                                                                
partnerships  and  closely-held  corporations of which the owners of 100% of    
the                                                                             
equity of such business and their respective  spouses are the sole              
participants                                                                    
in such plans at all times are generally not subject to ERISA's  fiduciary      
duty                                                                            
rules,  although they are subject to the Code's  prohibited  transaction        
rules,                                                                          
explained below.                                                                

A person  subject to ERISA's  fiduciary  rules with  respect to a     
Qualified                                                                       
Plan (or, where  applicable,  IRA) should consider those rules in the context   
of                                                                              
the particular  circumstances of the Qualified Plan (or IRA) before             
authorizing                                                                     
an investment of a portion of the Qualified Plan's (or IRA's) assets in Units.  

Prohibited Transactions Under ERISA and the Code                                

Section 4975 of the Code (which  applies to all  Qualified  Plans and 
IRAs)                                                                           
and  Section  406  of  ERISA  (which  does  not  apply  to  IRAs  or to         
certain                                                                         
transactions  with respect to Qualified Plans that,  under the rules            
summarized                                                                      
above, are not subject to ERISA's fiduciary rules) prohibit  Qualified Plans    
and                                                                             
IRAs from engaging in certain transactions  involving "plan assets" with        
parties                                                                         
that are  "disqualified  persons" under the Code or "parties in interest"       
under                                                                           
ERISA ("disqualified persons" and "parties in interest" are hereinafter         
referred                                                                        
to as  "Disqualified  Persons").  Disqualified  Persons  include,  for          
example,                                                                        
fiduciaries  of the  Qualified  Plan or IRA,  officers,  directors  and         
certain                                                                         
shareholders  and other owners of the company  sponsoring the Qualified Plan    
and                                                                             
natural  persons  and  legal  entities   sharing  certain  family  or           
ownership                                                                       
relationships  with other  Disqualified  Persons.  In addition,  the            
beneficiary                                                                     
"owner"  or  "account  holder"  - of an  IRA  is  generally  considered  to     
be a                                                                            
Disqualified Person for purposes of the prohibited transaction rules.           

"Prohibited  transactions"  include,  for  example,  any direct or    
indirect                                                                        
transfer  to,  or use by or for the  benefit  of,  a  Disqualified  Person      
of a                                                                            
Qualified  Plan's or IRA's assets,  any act by a fiduciary that involves the    
use                                                                             
of a Qualified Plan's or IRA's assets in the fiduciary's  individual interest   
or                                                                              
for the fiduciary's own account, and any receipt by a fiduciary of              
consideration                                                                   
for his or her own personal account from any party dealing with a Qualified     
Plan                                                                            
or IRA in connection  with a  transaction  involving the assets of the          
Qualified                                                                       
Plan or the IRA. Under ERISA, a Disqualified Person that engages in a           
prohibited                                                                      
transaction will be required to disgorge any profits made in connection with    
the                                                                             
transaction  and will be required to compensate  any  Qualified  Plan that      
was a                                                                           
party to the prohibited  transaction  for any losses  sustained by the          
Qualified                                                                       
Plan. In addition, ERISA authorizes additional penalties and further relief     
from                                                                            
such  transaction.   Section  4975  of  the  Code  imposes  excise  taxes       
on  a                                                                           
Disqualified  Person that engages in a prohibited  transaction  with a          
Qualified                                                                       
Plan or IRA. Prohibited  transactions  subject to these sanctions will          
generally                                                                       
be required to be "unwound" to avoid incurring additional penalties.            

In order to avoid the occurrence of a prohibited  transaction under   
Section                                                                         
4975 of the Code and/or  Section 406 of ERISA,  Units may not be  purchased     
by a                                                                            
Qualified Plan or IRA from assets as to which the General  Partner or any of    
its                                                                             
Affiliates are  fiduciaries.  Additionally,  fiduciaries of Qualified  Plans    
and                                                                             
IRAs  should  be alert to the  potential  for a  prohibited  transaction  in    
the                                                                             
context of a particular Qualified Plan's or IRA's decision to purchase Units    
if,                                                                             
for example, such purchase were to constitute a use of plan assets by or for    
the                                                                             
benefit of, or a purchase of Units from, a Disqualified Person.                 

Plan Assets                                                                     

  If the  Partnership's  assets were determined under ERISA or the Code to
be                                                                              
"plan assets" of Qualified Plans and/or IRAs holding Units,  fiduciaries of     
such                                                                            
Qualified  Plans and IRAs  might  under  certain  circumstances  be  subject    
to                                                                              
liability  for  actions  taken by the  General  Partner  or its  Affiliates.    
In                                                                              
addition,  certain of the transactions described in this Prospectus in which    
the                                                                             
Partnership might engage, including certain transactions with Affiliates,       
might                                                                           
constitute prohibited transactions under the Code and ERISA with respect to     
such                                                                            
Qualified Plans and IRAs, even if their  acquisition of Units did not           
originally                                                                      
constitute a prohibited transaction. Moreover, fiduciaries with                 
responsibilities                                                                
to Qualified Plans and/or IRAs subject to ERISA's  fiduciary duty rules might   
be                                                                              
deemed to have  improperly  delegated their  fiduciary  responsibilities  to    
the                                                                             
General Partner in violation of ERISA.                                          

  Although under certain  circumstances ERISA and the Code, as interpreted
by                                                                              
the Department of Labor ("DOL") in currently  effective  regulations,           
generally                                                                       
apply a  "look-through"  rule  under  which  the  assets of an entity in        
which a                                                                         
Qualified  Plan or IRA has  made  an  equity  investment  may  constitute       
"plan                                                                           
assets,"   the   applicable    regulations   exempt   investments   in          
certain                                                                         
publicly-registered  securities and in certain operating  companies,  as well   
as                                                                              
investments in entities not having significant  equity  participation by        
benefit                                                                         
plan investors, from the application of the "look-through" principle.  Under    
the                                                                             
DOL's current  regulations  governing the  determination of what constitutes    
the                                                                             
assets of a Qualified Plan or IRA in the context of investment  securities      
such                                                                            
as the Units,  an undivided  interest in the  underlying  assets of a           
collective                                                                      
investment  entity such as the Partnership  will not be treated as "plan        
assets"                                                                         
of Qualified Plan or IRA investors if (i) the securities are "publicly          
offered,"                                                                       
(ii) less than 25% by value of each class of equity  securities of the entity   
is                                                                              
owned by Qualified  Plans,  IRAs,  and certain other  employee  benefit plans   
or                                                                              
(iii) the entity is an "operating company."                                     

 In order to qualify for the publicly-offered exception described above,
the                                                                             
securities  in  question  must be  freely  transferable,  owned by at least     
100                                                                             
investors independent of the issuer and of one another, and either (a) part     
of a                                                                            
class of securities  registered  under Section 12(b) or 12(g) of the            
Securities                                                                      
Exchange  Act of 1934 or (b) sold as part of a public  offering  pursuant  to   
an                                                                              
effective registration statement under the Securities Act of 1933 and           
registered                                                                      
under the Securities Exchange Act of 1934 within 120 days (or such later time   
as                                                                              
may be allowed by the Securities and Exchange  Commission)  after the end of    
the                                                                             
issuer's fiscal year during which the offering  occurred.  Units will be sold   
as                                                                              
part of an offering  registered under the Securities Act of 1933.  Further,     
the                                                                             
General Partner has represented (a) that it intends to register the Units in    
the                                                                             
Partnership  under the  Securities  Exchange Act of 1934 in compliance  with    
the                                                                             
DOL's requirements and (b) that it is highly likely that substantially more     
than                                                                            
100  independent  investors  will  purchase  and hold Units in the              
partnership.                                                                    
Accordingly,  the  determination  of  whether  the Units  will  qualify  for    
the                                                                             
publicly-offered  exception will depend on whether they are freely              
transferable                                                                    
within the meaning of the DOL regulations. Although whether a security is       
freely                                                                          
transferable  is a factual  determination,  the limitations on the assignment   
of                                                                              
Units and substitution of Limited Partners  contained in Sections 10.2, 10.3    
and                                                                             
10.4 of the  Partnership  Agreement  appear to fall  within the scope of        
certain                                                                         
restrictions  enumerated in the DOL's current  regulations  that ordinarily     
will                                                                            
not affect a  determination  that  securities are freely  transferable  when    
the                                                                             
minimum  investment,  as in the case of the Units, is $10,000 or less.          
Because,                                                                        
however,  the  effect of the  restrictions  on  transferability  of Units on    
the                                                                             
ultimate  determination of whether Units are "freely  transferable" for         
purposes                                                                        
of  the  DOL's  regulations  (as  well  as  the  determination  of  whether     
the                                                                             
Partnership  will be an "operating  company" under the alternative DOL          
exemption                                                                       
set forth above) is not certain,  the General Partner has decided to rely on    
the                                                                             
25%  ownership  exemption  described  above  for these  purposes.               
Consequently,                                                                   
pending favorable clarification of such matters from the DOL, in order to       
ensure                                                                          
that  the  assets  of the  Partnership  will not  constitute  "plan  assets"    
of                                                                              
Qualified Plan and IRA Unitholders,  the General Partner will take such steps   
as                                                                              
are necessary to ensure that  ownership of Units by Qualified  Plans,  IRAs,    
and                                                                             
certain other  employee  benefit plan investors is at all times less than 25%   
of                                                                              
the total value of outstanding  Units.  In calculating  this limit,  the        
General                                                                         
Partner will, as provided in the DOL's  regulations,  disregard the value of    
any                                                                             
Units held by a person  (other than a  Qualified  Plan,  IRA,  or certain       
other                                                                           
employee benefit plans) who has discretionary  authority or control with        
respect                                                                         
to the assets of the Partnership,  or any person who provides  investment       
advice                                                                          
for a fee (direct or indirect) with respect to the assets of the Partnership,   
or                                                                              
any  affiliate of any such a person.  (See  "Investor  Suitability              
Standards.")                                                                    
Whether the assets of the Partnership will constitute "plan assets" is a        
factual                                                                         
issue which may depend in large part on the General Partner's ability           
throughout                                                                      
the life of the Partnership to satisfy the 25% ownership exemption.             
Accordingly,                                                                    
tax counsel are unable to express an opinion on this issue.                     

Other ERISA Considerations                                                      

In addition to the above considerations in connection with the "plan  
asset"                                                                          
question,  a  fiduciary's  decision to cause a Qualified  Plan or IRA to        
acquire                                                                         
Units should involve,  among other factors,  considerations that include        
whether                                                                         
(a) the investment is in accordance with the documents and instruments          
governing                                                                       
the  Qualified  Plan or  IRA,  (b) the  purchase  is  prudent  in  light  of    
the                                                                             
diversification   of  assets   requirement  for  such  Plan  and  the           
potential                                                                       
difficulties  that may  exist in  liquidating  Units,  (c) the  investment      
will                                                                            
provide  sufficient cash  distributions  in light of the Qualified Plan's       
likely                                                                          
required benefit  payments and other needs for liquidity,  (d) the investment   
is                                                                              
made solely in the  interests of plan  participants,  (e) the  evaluation of    
the                                                                             
investment  has properly  taken into account the potential  costs of            
determining                                                                     
and paying  any  amounts  of  federal  income tax that may be owed on           
unrelated                                                                       
business  taxable income derived from the  Partnership,  and (f) the fair       
market                                                                          
value  of  Units  will  be  sufficiently  ascertainable,   and  with            
sufficient                                                                      
frequency, to enable the Qualified Plan or IRA to value its assets in           
accordance                                                                      
with the rules and policies applicable to the Qualified Plan or IRA.            

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CAPITALIZATION  

 The capitalization of the Partnership as of the date of this Prospectus
and                                                                             
as adjusted to reflect the sale of the Minimum and Maximum  Offering of Units   
is                                                                              
as follows:                                                                     

                      As of             Minimum              Maximum
                      the date           Offering             Offering
                    hereof (1)     (12,000 Units)       (1,000,000
Units)                                                                          
                ----------       ------------          ---------------

General Partner's                                                               
Capital Contribution (1)  $ 1,000       $     1,000                  $1,000     

Limited Partner's                                                               
Capital Contribution (2)   1,000(1)       1,200,000             100,000,000     
                       -----        ---------              -----------

Total Capitalization $     2,000      $  1,201,000             $100,001,000     

Less Estimated                                                                  
Organizational and                                                              
Offering Expenses (3)     -               (162,000)             (13,500,000)    
                -----------        ----------         --------------

Net Capitalization   $    2,000       $  1,039,000(2)        $   86,501,000(2)  
                   ==========     ================            ============

(1) The Partnership was originally  capitalized by the contribution of $1,000   
by                                                                              
the General Partner and $1,000 by the Original Limited Partner.         

(2) The Original  Limited Partner will withdraw from the Partnership and        
receive                                                                         
a return of his original  Capital  Contribution  on the Initial Closing 
Date                                                                            
upon the admission of the Initial Limited Partners to the Partnership.  

(3) The amounts shown reflect the Gross Offering  Proceeds from sale of Units   
at                                                                              
$100.00 per Unit before  deduction of (a) Sales  Commissions in amount  
equal                                                                           
to 8.0% of Gross Offering  Proceeds (or $8 per Unit sold, which will be 
paid                                                                            
except  in the case of  Units  sold to  Affiliated  Limited  Partners), 
(b)                                                                             
Underwriting  Fees equal in amount to 2.0% of Gross  Offering  Proceeds 
(or                                                                             
 $2.00 per Unit sold) and (c) the O & O Expense Allowance  (without regard
to                                                                              
such actual expenses) of 3.5% of Gross Offering  Proceeds (or $3.50 per 
Unit                                                                            
sold) for a total of all such items of 13.5% of Gross Offering  Proceeds
(or                                                                             
 $13.50 per Unit) for all Units sold to Limited  Partners  who are members
of                                                                              
 the general  public.  (No fees or  compensation  were payable with regard
to                                                                              
either  the  General  Partner's  or  Original  Limited  Partner's       
original                                                                        
subscription payment).                                                  

The  maximum  dollar  amount of such  items of  compensation  payable to
the                                                                             
General  Partner,  its Affiliates and  non-affiliated  Selling  Dealers 
will                                                                            
equal $162,000 for the Minimum  Offering of 12,000 Units and $13,500,000
for                                                                             
the Maximum  Offering of 1,000,000  Units,  in each case  computed as if
all                                                                             
Units are sold to the general public  without Volume  Discounts or      
purchases                                                                       
by Affiliated  Limited  Partners.  Affiliated  Limited  Partners may    
acquire                                                                         
Units (for investment purposes only) on a net of Sales Commissions basis
for                                                                             
a price of $92.00  per Unit  (and a  proportionate  Net Unit  Price for 
each                                                                            
 fractional  Unit  purchased).  In addition,  investors who purchase 2,500
or                                                                              
more Units are  entitled to volume  discounts.  To the extent that Units
are                                                                             
purchased by such Affiliated  Limited Partners or in quantities that    
entitle                                                                         
 the purchaser to a volume discount,  both the total Capital Contributions
of                                                                              
the  Limited  Partners  and  the  Partnership's   obligation  to  pay   
Sales                                                                           
Commissions will be reduced  accordingly.  See "SOURCES AND USES OF     
OFFERING                                                                        
PROCEEDS AND RELATED INDEBTEDNESS."                                     

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    MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION

Liquidity and Capital Resources                                                 

As reflected above under  "CAPITALIZATION,"  the  Partnership  currently
has                                                                             
limited funds, due to the fact that none of the capital anticipated to be       
raised                                                                          
by the Partnership through the public offering of Units is available on the     
date                                                                            
of this Prospectus. The Partnership plans to raise funds from investors by      
means                                                                           
of this Offering,  and then to use  approximately 75% of Gross Offering         
Proceeds                                                                        
(inclusive of 1% of such  proceeds to  established  as a Reserve)  together     
with                                                                            
indebtedness  in at least an equal amount to invest in Equipment  and           
Financing                                                                       
Transactions.  That is, the  Partnership's  total Purchase  Price  (exclusive   
of                                                                              
Acquisition Fees) of Equipment and Financing Transactions is expected to        
average                                                                         
approximately  150.0% of Gross Offering Proceeds  (although as much as 415.0%   
of                                                                              
Gross Offering Proceeds could be invested using the maximum  permitted          
leverage                                                                        
of 80%). (See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED                
INDEBTEDNESS").                                                                 

Pending investment in Equipment and Financing Transactions, the Net     
Offering                                                                        
Proceeds of this Offering will be held in short-term,  liquid  investments.     
The                                                                             
Partnership  intends to establish a working  capital  reserve (the "Reserve")   
of                                                                              
approximately  1% of the Gross  Offering  Proceeds,  which  amount  the         
General                                                                         
Partner  believes  should be  sufficient  to satisfy the  Partnership's         
general                                                                         
liquidity  requirements.  However,  liquidity  could be  adversely  affected    
by                                                                              
unanticipated  operating  costs or  losses.  To the extent  that the  Reserve   
is                                                                              
insufficient to satisfy future cash requirements of the Partnership, the        
General                                                                         
Partner  expects  that  additional  funds  would be  obtained  from bank        
loans,                                                                          
short-term loans from the General Partner,  and Cash from Sales of Equipment    
and                                                                             
Financing Transactions.                                                         

Following  completion  of the Minimum  Offering of 12,000 Units and upon
the                                                                             
Initial Closing,  the proceeds of Units sold to Limited Partners admitted at    
the                                                                             
Initial Closing will be released to the Partnership from the Escrow Account     
(and                                                                            
at subsequent Closings from the Partnership's subscription account), and        
applied                                                                         
to the payment or reimbursement of Underwriting  Fees, Sales Commissions and    
the                                                                             
O & O Expense  Allowance,  leaving estimated Net Offering Proceeds available    
for                                                                             
investment in Equipment and Financing Transactions,  payment of Acquisition     
Fees                                                                            
of approximately  86.5% of the Gross Offering Proceeds (unless  Commission      
Loans                                                                           
equal to 8.0% of Gross  Offering  Proceeds are obtained at such  Closing(s),    
in                                                                              
which  case  Net  Offering   Proceeds  and  Commission  Loan  proceeds          
totaling                                                                        
approximately  94.5% of Gross  Offering  Proceeds  would be  available  for     
such                                                                            
purposes).  The  Partnership's  funds  available for Investments and to meet    
its                                                                             
capital  needs are  expected to undergo  major  fluctuations  during the        
initial                                                                         
period of  operations  of up to  twenty-four  (24) months while this Offering   
is                                                                              
proceeding and during the period (expected to be completed no later than six    
(6)                                                                             
months  thereafter)  during which the Partnership's  funds are being invested   
in                                                                              
Equipment  and  Financing  Transactions.  During the  balance  of its           
operating                                                                       
period,  except for  infusions of Cash From  Operations  and Cash From Sales    
and                                                                             
reinvestment of such funds in additional  Equipment and Financing               
Transactions,                                                                   
the capital needs and resources of the Partnership are expected to be           
relatively                                                                      
stable. For information concerning the anticipated use of proceeds from the     
sale                                                                            
of Units, see "SOURCES AND USES OF OFFERING  PROCEEDS AND RELATED               
INDEBTEDNESS"                                                                   
and "INVESTMENT OBJECTIVES AND POLICIES."                                       

Operations                                                                      

The  Partnership  is newly formed and has had no operations  to date.   
Until                                                                           
receipt and  acceptance of  subscriptions  for 12,000 Units and the admission   
of                                                                              
the  subscribers  therefor as Limited  Partners on the Initial Closing Date,    
the                                                                             
Partnership will not commence active  operations.  During the period            
commencing                                                                      
with the Initial Closing Date and continuing throughout the Reinvestment        
Period,                                                                         
the Partnership will be in active  operation.  The operations of the            
Partnership                                                                     
will consist  primarily of the  ownership  and leasing of the Equipment and     
to a                                                                            
lesser degree, making and managing the Financing  Transactions.  See            
"INVESTMENT                                                                     
OBJECTIVES AND POLICIES."                                                       

The  Partnership  will  acquire  Equipment  with Net  Offering  Proceeds
and                                                                             
indebtedness,  (which is expected  to average at least 50% of the               
Partnership's                                                                   
aggregate  Purchase  Price  for all of its  Equipment,  determined  when the    
Net                                                                             
Offering  Proceeds of this Offering are fully invested).  However,  in the      
event                                                                           
the Partnership  requires additional cash or the General Partner determines     
that                                                                            
it is in the best  interests of the  Partnership to obtain  additional  funds   
to                                                                              
increase cash available for  Investment in Equipment and Financing              
Transactions                                                                    
(e.g. to fund Commission Loans of up to 8.0% of Gross Offering  Proceeds) or    
for                                                                             
any other proper business need of the  Partnership,  the Partnership may        
borrow,                                                                         
on a secured or unsecured  basis,  amounts up to 80% of the  aggregate          
Purchase                                                                        
Price of all Investments acquired by the Partnership at any given time          
following                                                                       
full investment of the Net Offering Proceeds.  The Partnership  currently has   
no                                                                              
arrangements  with,  or  commitments  from,  any Lender with respect to any     
such                                                                            
borrowings.  The General Partner  anticipates that any acquisition  financing   
or                                                                              
other   borrowings   (including   Commission   Loans)  will  be  obtained       
from                                                                            
institutional  lenders. See "INVESTMENT  OBJECTIVES AND                         
POLICIES"--"Acquisition                                                         
Policies and Procedures".                                                       

SUMMARY OF THE PARTNERSHIP AGREEMENT  

 The following is a brief  summary of certain  provisions of the Agreement
of                                                                              
Limited  Partnership (the "Partnership  Agreement"),  which sets forth the      
terms                                                                           
and conditions upon which the Partnership  will conduct its business and        
affairs                                                                         
and certain of the rights and obligations of the Limited Partners.  Such        
summary                                                                         
does not purport to be complete  and is subject to the detailed  provisions     
of,                                                                             
and  qualified  in  its  entirety  by  express  reference  to,  the             
Partnership                                                                     
Agreement,  a copy  of  which  is  included  as  Exhibit  A to the              
Registration                                                                    
Statement of which this Prospectus  forms a part.  Prospective  investors in    
the                                                                             
Partnership should study the Partnership  Agreement  carefully before making    
any                                                                             
investment.                                                                     

Establishment and Nature of the Partnership                                     

The  Partnership  was organized  under the Delaware  Revised Uniform    
Limited                                                                         
Partnership  Act (the  "Delaware  Act") with ICON Capital  Corp.,  a            
Connecticut                                                                     
corporation,  as its General  Partner.  A limited  partnership  is a            
partnership                                                                     
having one or more general partners and one or more limited partners.  A        
limited                                                                         
partner  ordinarily  does  not play a role in the  management  or  control      
of a                                                                            
partnership's affairs and his liability for partnership obligations is          
generally                                                                       
limited to his investment,  while a general  partner is, in general,            
personally                                                                      
liable for all partnership obligations.                                         

Name and Address                                                                

The  Partnership  will be conducted  under the name "ICON Cash Flow     
Partners                                                                        
L.P.  Seven" and will have its  principal  office and place of  business  at    
600                                                                             
Mamaroneck Avenue,  Harrison, New York 10528 (unless such offices are changed   
by                                                                              
the General Partner with written notice to the Limited Partners).               

Purposes and Powers                                                             

 The Partnership has been organized,  without limitation, for the purposes
of                                                                              
(a)  acquiring,   investing  in,   owning,   leasing,   re-leasing,             
financing,                                                                      
refinancing,  transferring  or  otherwise  disposing  of,  and in  all          
respects                                                                        
otherwise dealing in or with,  Equipment of all kinds, (b) lending and          
providing                                                                       
financing to other Persons for their acquisition of items of equipment and      
other                                                                           
tangible and intangible  personal  property of all kinds,  pursuant to          
financing                                                                       
arrangements or transactions secured by various items of equipment (or          
interests                                                                       
therein and leases and licenses thereof) and other such personal  property,     
and                                                                             
(c) establishing,  acquiring,  conducting and carrying on any business          
suitable,                                                                       
necessary,  useful or convenient in connection  therewith,  in order to         
generate                                                                        
monthly  cash  distributions  to the  Limited  Partners  during  the term of    
the                                                                             
Partnership.  In conducting such business, the Partnership is not limited to    
any                                                                             
part of the world  (including,  without  limitation,  all land, waters and      
space                                                                           
under, on or above such part of the world).                                     

Duration of Partnership                                                         

 The term of the Partnership  commenced upon the filing of the Certificate
of                                                                              
Limited  Partnership with the Secretary of State of the State of Delaware on    
May                                                                             
23, 1995 and will terminate at midnight on December 31, 2015, subject,          
however,                                                                        
to earlier termination upon the occurrence of any Dissolution Event,            
including,                                                                      
without  limitation,  (i) the  withdrawal,  removal  or  dissolution  of, or    
the                                                                             
occurrence  of certain  bankruptcy  events with respect to, the General         
Partner                                                                         
(unless  a  Substitute   General   Partner  will  be  timely   admitted  to     
the                                                                             
Partnership),  (ii) the Sale of all or  substantially  all of the               
Partnership's                                                                   
assets and (iii) the voluntary dissolution of the Partnership.                  

Capital Contributions                                                           

  General Partner.  The General Partner has contributed  $1,000, in cash, as
its Capital  Contribution  to the  Partnership  in exchange  for a one percent  
(1%) Partnership Interest.                                                      

Original  Limited  Partner.  The Original Limited Partner has made a    
capital                                                                         
contribution  of $1,000 to the  Partnership  in exchange for ten (10) Units     
then                                                                            
representing  a 99%  Partnership  Interest.  On the Initial  Closing  Date,     
the                                                                             
Original  Limited  Partner  will  withdraw  from the  Partnership,  his         
capital                                                                         
contribution  of  $1,000  will  be  returned  to him in full  and  his          
original                                                                        
Partnership  Interest of ten (10) Units will be retired  upon the  admission    
of                                                                              
additional Limited Partners.                                                    

Limited  Partners.  Each Limited  Partner  (other than the Original     
Limited                                                                         
Partner,  Affiliated  Limited Partners and Limited  Partners  entitled to       
Volume                                                                          
Discounts) will make a Capital Contribution,  in cash, in an amount equal to    
the                                                                             
Gross Unit Price to the  capital of the  Partnership  for each Unit or          
fraction                                                                        
thereof  purchased in exchange for such Unit.  Each  Affiliated  Limited        
Partner                                                                         
will make a Capital  Contribution,  in cash,  in an amount equal to the Net     
Unit                                                                            
Price for each Unit or fraction  thereof  purchased  in exchange  for such      
Unit.                                                                           
Each  Limited  Partner  entitled  to a  Volume  Discount  will  make  a         
Capital                                                                         
Contribution,  in cash, to the capital of the  Partnership in an amount equal   
to                                                                              
the Gross Unit Price for each Unit or fraction thereof purchased less the       
amount                                                                          
of the Volume Discount.                                                         

Powers of the Partners                                                          

General  Partner.   Except  as  otherwise   specifically   provided  in 
the                                                                             
Partnership  Agreement,  the General  Partner will have  complete and           
exclusive                                                                       
discretion  in the  management  and control of the  affairs and  business of    
the                                                                             
Partnership  and will be authorized to employ all powers  necessary or          
advisable                                                                       
to carry out the  purposes  and  investment  policies,  conduct the business    
and                                                                             
affairs  and  exercise  the  powers of the  Partnership.  Without  limiting     
the                                                                             
generality  of the  foregoing,  the General  Partner will have the right to     
make                                                                            
Investments for and on behalf of the Partnership and to manage such             
Investments                                                                     
and all other  assets  of the  Partnership.  The  Limited  Partners  will not   
be                                                                              
permitted to  participate in the  management of the  Partnership.  Except to    
the                                                                             
extent  limited by the Delaware Act or the  Partnership  Agreement,  the        
General                                                                         
Partner may delegate all or any of its duties under the Partnership Agreement   
to                                                                              
any  Person  (including,  without  limitation,  any  Affiliate  of  the         
General                                                                         
Partner).                                                                       

 The General Partner will have the sole and absolute  discretion to accept
or                                                                              
refuse to accept the  admission of any  subscriber  as a Limited  Partner to    
the                                                                             
Partnership;  provided that no such  admission  will be accepted  unless (i)    
the                                                                             
Minimum  Offering will have been  achieved,  (ii) such  admission  will not     
have                                                                            
certain tax  consequences and (iii) the Person seeking such admission will      
agree                                                                           
in writing to be bound by the provisions of the Partnership Agreement, will     
make                                                                            
a written  representation as to whether such Person is or is not a United       
States                                                                          
Person and will satisfy all applicable  suitability  requirements (see          
"INVESTOR                                                                       
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES").     

The General Partner is designated as the  Partnership's  Tax Matters    
Partner                                                                         
and is  authorized  and directed by the  Partnership  Agreement to represent    
the                                                                             
Partnership and its Limited  Partners in connection with all examinations of    
the                                                                             
Partnership's  affairs by tax  authorities and any resulting  administrative    
or                                                                              
judicial proceedings, and to expend the Partnership's funds in doing so.        

Limited  Partners.  No  Limited  Partner  shall  participate  in or have
any                                                                             
control  over the  Partnership's  business or have any right or authority to    
act                                                                             
for, or to bind or otherwise  obligate,  the Partnership (except one who is     
also                                                                            
the General Partner, and then only in its capacity as the General Partner).     

Limitations on Exercise of Powers by the General Partner                        

The General Partner will have no power to take any action  prohibited by
the                                                                             
Partnership Agreement or the Delaware Act.  Furthermore,  the General Partner   
is                                                                              
subject to certain  provisions in its administration of the business and        
affairs                                                                         
of the Partnership, as outlined below.                                          

 From and after the date when all Capital Contributions have been invested
or                                                                              
committed to investment in  Investments  and Reserves (not exceeding 3% of      
Gross                                                                           
Offering  Proceeds),  used to pay  permitted  Front-End  Fees or returned to    
the                                                                             
Limited Partners in accordance with the Partnership  Agreement,  the            
Partnership                                                                     
will  not  incur  or  assume  additional  Indebtedness  in  connection  with    
the                                                                             
acquisition of any Investment to the extent that the sum of the principal       
amount                                                                          
of  such  additional   Indebtedness  plus  the  aggregate  principal  amount    
of                                                                              
Indebtedness  of  the  Partnership  then  outstanding  would  exceed  80% of    
the                                                                             
aggregate  Purchase Price paid by the Partnership  for Investments  then held   
by                                                                              
the  Partnership  (inclusive of the Purchase Price of any Investment  then      
being                                                                           
acquired).                                                                      

The Partnership will neither  purchase,  lease or license  Investments  
from,                                                                           
nor sell, lease or license  Investments to, the General Partner or any          
Affiliate                                                                       
of the General Partner (including,  without limitation, any Program in which    
the                                                                             
General  Partner or any such  Affiliate  has an  interest)  except only upon    
the                                                                             
satisfaction  of  certain  conditions,   including,  but  not  limited  to,     
the                                                                             
following:                                                                      

  (i) the General Partner has determined that such Affiliated  Investment is
in the best interests of the Partnership;                               

(ii)  such  Affiliated  Investment  is made by the  Partnership  upon   
terms                                                                           
(including  price) no less favorable to the Partnership  than the terms 
upon                                                                            
which the General  Partner or such  Affiliate  entered into such        
Affiliated                                                                      
Investment;                                                             

(iii) neither the General  Partner nor any such  Affiliate  will realize
any                                                                             
gain or other benefit,  other than permitted reasonable  compensation,  
as a                                                                            
result of such Affiliated Investment; and                               

(iv) such Affiliated Investment was held only on an interim basis       
(generally                                                                      
not longer than six months) by the General  Partner or any  Affiliate of
the                                                                             
General  Partner  for  purposes  of  facilitating  the  acquisition  of 
such                                                                            
Investment by the  Partnership,  borrowing money or obtaining  financing
for                                                                             
the  Partnership  or for  other  purposes  related  to the  business  of
the                                                                             
Partnership.                                                            

No  loans  may be made by the  Partnership  to the  General  Partner  or
any                                                                             
Affiliate of the General Partner. The General Partner or any such       
Affiliate,                                                                      
however,  may make Partnership Loans to the Partnership,  provided the  
terms                                                                           
 of such Partnership Loan will include, without limitation, the following:

(i) interest will be payable with respect to such Partnership Loan at a 
rate                                                                            
 not in excess of the lesser of (A) the rate at which the General  Partner
or                                                                              
such  Affiliate  itself  borrowed  funds  for the  purpose  of  making  
such                                                                            
Partnership Loan, (B) if no such borrowing was incurred, the rate       
obtainable                                                                      
by the  Partnership in an arms-length  borrowing with similar terms     
(without                                                                        
reference to the General Partner's or such Affiliate's  financial       
abilities                                                                       
or  guarantees)  or (C) the rate  from time to time  announced  by The  
Chase                                                                           
 Manhattan Bank (National  Association)  at its principal  lending offices
in                                                                              
New York, New York as its prime lending rate plus 3% per annum;         

(ii) such  Partnership  Loan will be fully repaid within twelve months  
after                                                                           
the date on which it was made; and                                      

(iii)  neither  the  General  Partner  nor any such  Affiliate  may     
receive                                                                         
financial  charges or fees in connection with such  Partnership Loan    
(except                                                                         
that the General  Partner or such  Affiliate may be  reimbursed,  dollar
for                                                                             
dollar, for actual reasonable out-of-pocket expenses).                  

The  Partnership  will not acquire any Investments in exchange for      
Interests                                                                       
in the Partnership.                                                             

The Partnership may make Investments in Joint Ventures provided that:   

(i) at the time any such  Investment in a Joint Venture is made, the    
maximum                                                                         
amount of Gross Offering  Proceeds which the Partnership may so invest  
shall                                                                           
equal an amount  equal to the  smallest of 25% of (A) the Maximum       
Offering,                                                                       
(B) the sum of (1) the cumulative  Gross Offering  Proceeds raised as of
the                                                                             
Closing  Date next  preceding  such  investment  and (2) the Gross      
Offering                                                                        
 Proceeds which the General Partner  reasonably  estimates the Partnership
to                                                                              
raise from such Closing Date to the Termination  Date) or (C) the       
cumulative                                                                      
Gross Offering Proceeds actually raised as of the Termination Date;     

(ii) the General  Partner has determined that such Investment is in the 
best                                                                            
interests of the  Partnership  and will not result in duplicate  fees to
the                                                                             
General Partner or any Affiliate of the General Partner;                

(iii) such  Investment  will (if made with certain  participants        
affiliated                                                                      
with  the  Sponsor)  be  made  by  the  Partnership   upon  terms  that 
are                                                                             
substantially  identical  to the terms  upon which  such  participants  
have                                                                            
invested  in such Joint  Venture,  except that the  Partnership  will   
have a                                                                          
 right of first  refusal  with  respect to the  purchase of any  equipment
or                                                                              
other  tangible or intangible  personal  property or financing          
transactions                                                                    
held by such Joint Venture only for limited purposes; and               

(iv) such  Investment  will (if made  with  non-affiliated  Persons)    
give a                                                                          
controlling interest in such Joint Venture to the Partnership and such  
Joint                                                                           
Venture will own and lease specific  Equipment  and/or invest in one or 
more                                                                            
specific Financing Transactions.                                        

During the  Reinvestment  Period,  the General  Partner may not dissolve
the                                                                             
Partnership  or sell or  otherwise  dispose of all or  substantially  all of    
the                                                                             
assets of the Partnership without the Consent of the Majority Interest.         

Indemnification of the General Partner                                          

Pursuant to the Partnership Agreement, except to the limited extent     
provided                                                                        
therein, the General Partner and any Affiliate of the General Partner engaged   
in                                                                              
the  performance  of services for the  Partnership  will be  indemnified  by    
the                                                                             
Partnership from assets of the Partnership (and not by the Limited Partners)    
for                                                                             
any  liability,  loss,  cost and expense of  litigation  suffered by such       
party,                                                                          
which arises out of certain  actions (for example,  legal costs  associated     
with                                                                            
enforcing  the  Partnership's  rights  against  Lessees,  Users and  others)    
or                                                                              
omissions  to act (for  example,  the cost of a tax bond  while  contesting     
the                                                                             
magnitude of, or liability for, state or local taxes) by the General  Partner   
or                                                                              
such Affiliate. See "FIDUCIARY  RESPONSIBILITY -- Indemnification of the        
General                                                                         
Partner, Dealer-Manager and Selling Dealers."                                   

Liability of Partners                                                           

Liability of the General Partner. The General Partner will be liable for
all                                                                             
general   obligations  of  the  Partnership  to  the  extent  not  paid  by     
the                                                                             
Partnership;  provided that neither the General Partner nor any Affiliate of    
the                                                                             
General  Partner  will  have  any  personal  liability  for  obligations  of    
the                                                                             
Partnership that are specifically non-recourse to the General Partner or for    
the                                                                             
repayment of the Capital Contribution of any Limited Partner. All decisions     
made                                                                            
for or on behalf of the  Partnership by the General Partner will be binding     
upon                                                                            
the Partnership. See "FIDUCIARY RESPONSIBILITY -- General."                     

Limited Liability of the Limited Partners.  No Limited Partner will have
any                                                                             
personal  liability on account of any obligations and liabilities of,           
including                                                                       
any amounts payable by, the Partnership and will only be liable, in its         
capacity                                                                        
as  a  Limited  Partner,  to  the  extent  of  such  Limited  Partner's         
Capital                                                                         
Contribution and pro rata share of any undistributed Profits and other assets   
of                                                                              
the Partnership.  Notwithstanding any of the foregoing,  any Limited Partner    
who                                                                             
participates  in the management or control of the  Partnership's  affairs may   
be                                                                              
deemed to be acting as a General Partner and may lose any entitlement to        
limited                                                                         
liability as against third parties who reasonably  believe,  in connection      
with                                                                            
the transaction of business with the Partnership, that such Limited Partner     
is a                                                                            
General  Partner.  See also "RISK FACTORS -- Partnership and Investment Risks   
--                                                                              
Liability  of  Limited  Partners  for  Certain  Distributions"  and " --        
Limited                                                                         
Liability Not Clearly Established."                                             

 The Delaware Act provides that, for a period of three years from the date
on                                                                              
which any distribution is made to any Limited Partner,  such Limited Partner    
may                                                                             
be liable to the Partnership for such distribution if (i) after giving effect   
to                                                                              
such distribution, all liabilities of the Partnership (other than liabilities   
to                                                                              
Partners on account of their Partnership Interests and liabilities for which    
the                                                                             
recourse of  creditors  is limited to  specified  property of the               
Partnership),                                                                   
exceed  the fair value of the assets of the  Partnership  (except  that the     
fair                                                                            
value of any property that is subject to such a limited recourse  liability     
will                                                                            
be  included in the assets of the  Partnership  only to the extent that the     
fair                                                                            
value of such property  exceeds such  liability)  and (ii) such Limited         
Partner                                                                         
knew  at the  time of such  distribution  that  such  distribution  was  made   
in                                                                              
violation of the Delaware Act.                                                  

Non-assessability of Units                                                      

 The Units are  nonassessable.  Except as may otherwise be required by law
or                                                                              
by the Partnership  Agreement,  after the payment of all Subscription Monies    
for                                                                             
the Units  purchased by such Limited  Partner,  no Limited Partner will have    
any                                                                             
further obligations to the Partnership,  be subject to any additional           
assessment                                                                      
or be required to contribute any additional capital to, or to loan any funds    
to,                                                                             
the  Partnership,  but may, under certain  circumstances,  be required to       
return                                                                          
distributions  made to such Limited  Partner in violation of the Delaware Act   
as                                                                              
described in the immediately preceding paragraph.                               

Distribution  of  Distributable  Cash From Operations and  Distributable  Cash  
From Sales                                                              

Distributable  Cash  from  Operations  and  Distributable  Cash  From   
Sales                                                                           
(Available  Cash from such  sources)  that is not  reinvested  in Equipment     
and                                                                             
Financing  Transactions  will be  distributed  99% to the Limited  Partners     
as a                                                                            
group and 1% to the General  Partner  until Payout (which is defined as the     
time                                                                            
when the aggregate  amount of cash  distributions  (from whatever  sources)     
to a                                                                            
Limited Partner equals the amount of such Limited Partner's Capital             
Contribution                                                                    
plus an amount equal to an eight (8%) percent annual  cumulative  return on     
such                                                                            
Capital  Contribution,  compounded daily from a date not later than the last    
day                                                                             
of the calendar  quarter in which such Capital  Contribution is made            
(determined                                                                     
by  treating  distributions  actually  made to a Limited  Partner as first      
being                                                                           
applied to satisfy such 8% return on capital  which has accrued and has not     
been                                                                            
paid and applying any excess distributions as a return of such Limited          
Partner's                                                                       
Capital Contribution. Income earned on escrowed funds and distributed to        
Limited                                                                         
Partners may be used to satisfy such cumulative return requirement.             
Thereafter,                                                                     
such distributions will be tentatively distributable 90% to the Limited         
Partners                                                                        
as a group and 10% to the General Partner; provided, however, that the          
increased                                                                       
amount so  tentatively  distributable  to the General  Partner  will be         
deferred                                                                        
until  aggregate  distributions  to the Limited  Partners equal at least 150%   
of                                                                              
their  respective  Capital  Contributions  (reduced,  but  not  below  zero,    
by                                                                              
distributions  (if any) made to each of them pursuant to Sections 8.6 (return   
of                                                                              
uninvested  capital) or 10.5  (redemptions)).  Any such deferred amounts will   
be                                                                              
paid to the General Partner,  without interest,  out of the first cash          
available                                                                       
to the Partnership  upon the earlier of (i) the time when  distributions  to    
the                                                                             
Limited  Partners equal 150% of their aggregate  Capital  Contributions  or     
(ii)                                                                            
upon liquidation of the Partnership.                                            

During  the  Reinvestment  Period  (the  period  of  active  investment 
and                                                                             
reinvestment   by  the   Partnership   which  ends  five  (5)  years  after     
the                                                                             
Partnership's  Final  Closing Date (or no later than May 9, 2005)),  the        
General                                                                         
Partner will have the sole  discretion to determine the amount of               
Distributable                                                                   
Cash From Operations and Distributable Cash From Sales that are to be           
reinvested                                                                      
in new  Investments  and  the  amounts  that  are to be  distributed;           
provided,                                                                       
however, each Limited Partner is entitled to receive, and shall receive,        
monthly                                                                         
cash  distributions  computed as provided in this paragraph.  Such              
distributions                                                                   
will  be  made  to the  extent  that  Distributable  Cash  From  Operations     
and                                                                             
Distributable Cash From Sales are sufficient for such purpose. The annual       
amount                                                                          
of such  distributions  will be computed by  multiplying  10.75% by such        
Limited                                                                         
Partner's original Capital Contribution reduced by any portion thereof which    
has                                                                             
been (A)  returned  to such  Limited  Partner  pursuant  to Section  8.6, or    
(B)                                                                             
redeemed by the  Partnership  pursuant to Section  10.5,  of this               
Agreement.  A                                                                   
ratable portion (i.e.,  one-twelfth) of such annual distribution amount shall   
be                                                                              
payable monthly.  Such  distributions,  if made, will reduce the amount of      
money                                                                           
that  may  be  reinvested  by  the  Partnership.  As  discussed  in             
"INVESTMENT                                                                     
OBJECTIVES  AND  POLICIES--Cash  Distributions  to  Partners",  decisions by    
the                                                                             
General Partner as to the amounts of Reserves which the Partnership             
establishes                                                                     
and the amounts of  Partnership  funds which will be  reinvested  may effect    
the                                                                             
ability of the Partnership to make such cash distributions.                     

Such  cash   distributions   will  be   noncumulative;   meaning   that,
if                                                                              
Distributable  Cash  From  Operations  and  Distributable  Cash  From  Sales    
are                                                                             
insufficient in any calendar month to pay the full amount of such               
distributions,                                                                  
only the  actual  amount  thereof  is  required  to be  distributed.  Such      
cash                                                                            
distributions  will also computed on a  non-compounded  basis;  meaning that    
the                                                                             
principal  amount upon which such cash  distributions  is  computed  will not   
be                                                                              
increased as the result of the inability of the  Partnership  to distribute     
any                                                                             
monthly portion of such annual amounts,  or reduced by any of such              
distributions                                                                   
actually made, in any prior period. It is expected that a substantial portion   
of                                                                              
all of such cash  distributions  (e.g. the portion thereof which exceeds        
taxable                                                                         
income for GAAP  purposes)  will be  treated  as a return of  Limited           
Partners'                                                                       
originally  invested capital) and that the balance of such distributions will   
be                                                                              
treated as a return  thereon  (e.g.  the portion  thereof  which equals         
taxable                                                                         
income for GAAP purposes).                                                      

Section 8.1(a) of the Partnership Agreement also provides that each   
Limited                                                                         
Partner is entitled to receive monthly cash  distributions (if the              
distributions                                                                   
described  above are not  adequate)  in amounts  which would  permit the        
Limited                                                                         
Partners to pay federal, state and local income taxes resulting from            
Partnership                                                                     
Operations (assuming that all Limited Partners are subject to income taxation   
at                                                                              
a 31%  cumulative tax rate on taxable  distributions  for GAAP  purposes).      
Such                                                                            
distributions will be made to the extent that Distributable Cash From           
Operations                                                                      
and Distributable Cash From Sales are sufficient for such purpose.              

During  the  Disposition   Period,  the  Partnership   intends  to      
promptly                                                                        
distribute   substantially   all   Distributable   Cash  From   Operations      
and                                                                             
Distributable Cash From Sales.                                                  

Section  6.4(g)  of the  Partnership  Agreement  provides  that the     
General                                                                         
Partner  will be paid  its  monthly  Management  Fee for any  month  during     
the                                                                             
Reinvestment  Period only after  payment in full of any accrued and unpaid      
First                                                                           
Cash  Distributions  for such month and any previous  month.  To the extent     
such                                                                            
Management Fee is not paid  currently,  it will be paid without  interest out   
of                                                                              
the first funds available therefore. (See the "SUMMARY OF COMPENSATION.")       

Allocation of Profits and Losses                                                

As a general rule, during the Reinvestment Period, the Partnership's    
Profits                                                                         
(including, inter alia, taxable income and gains and items thereof, and items   
of                                                                              
revenue exempt from tax) will be allocated,  first,  99% to the Limited         
Partners                                                                        
in  proportion  to  their  respective  numbers  of Units  and 1% to the         
General                                                                         
Partner,  until each Limited  Partner has been  allocated  Profits  equal to    
the                                                                             
excess, if any, of (1) such Limited Partner's Unpaid Target  Distribution       
(i.e.                                                                           
the sum of such Limited  Partner's (a) Adjusted  Capital  Contribution  plus    
(b)                                                                             
Unpaid  Cumulative  Return  thereon)  over (2) such  Limited  Partner's         
Capital                                                                         
Account  balance;  next,  in a manner  which in a manner that will cause (a)    
the                                                                             
excess of the Limited  Partners'  aggregate  Capital  Account  balances over    
the                                                                             
amount  of their  aggregate  Unpaid  Target  Distributions  and (b) the         
General                                                                         
Partner's  Capital  Account  balance,  to be in the  ratio  of 90% to  10%;     
and                                                                             
thereafter,  90% to the  Limited  Partners  in  proportion  to their            
respective                                                                      
numbers of Units and 10% to the General Partner.  During the Disposition        
Period,                                                                         
the Partnership's  Profits first will be allocated to all Partners in the       
amount                                                                          
necessary to eliminate any deficits in their capital accounts,  and,            
thereafter,                                                                     
will be allocated as described above.                                           

As a general rule, 99% of the Partnership's  Losses (including,  inter  
alia,                                                                           
tax losses and deductions  and items thereof,  and items of expense that are    
not                                                                             
deductible for federal income tax purposes) will be allocated  among the        
Limited                                                                         
Partners  in  proportion  to their  respective  numbers  of Units and 1% will   
be                                                                              
allocated to the General Partner throughout the term of the Partnership .       

In addition to the general provisions  regarding  allocations of Profits
and                                                                             
Losses, the Partnership  Agreement contains a number of special allocations     
that                                                                            
are intended to meet certain "safe harbor" provisions  contained in the         
Treasury                                                                        
Regulations  relating to  partnership  allocations  (for  example,  a           
"qualified                                                                      
income  offset"  provision  requires  that  Profits be  allocated to any        
Limited                                                                         
Partners  developing deficits in their Capital Account in an amount necessary   
to                                                                              
eliminate such deficits;  and "minimum gain chargeback"  provisions require     
that                                                                            
depreciation  recapture and other  similar items of income be allocated  back   
to                                                                              
the Partners who were initially  allocated the depreciation  deductions or      
other                                                                           
related items of  deduction);  and certain other  special  allocations  that    
are                                                                             
designed to reflect the business deal among the Partners (for example, the      
Sales                                                                           
Commissions with respect to any Unit are allocated to the owner of that Unit)   
or                                                                              
to protect the Limited  Partners in the event the Partnership is subjected to   
an                                                                              
unexpected  tax liability  because of a particular  Partner (for example,       
local                                                                           
taxes that are imposed on the  Partnership  because of a Partner's  residence   
in                                                                              
that locality will be charged to that Partner).                                 

The Partnership  Agreement  provides that Limited Partners who own Units
for                                                                             
less than an entire fiscal year will be allocated  Profits or Losses (which     
will                                                                            
be treated  as if they  occurred  ratably  over the  fiscal  year)  based on    
the                                                                             
proportionate part of the fiscal year that they owned their Units.              

Withdrawal of the General Partner                                               

Voluntary  Withdrawal The General Partner may not voluntarily  withdraw 
as a                                                                            
General Partner from the Partnership without (i) 60 days' advance written       
notice                                                                          
to the Limited Partners, (b) an opinion of Tax Counsel that such withdrawal     
will                                                                            
not cause the termination of the Partnership or materially  adversely affect    
the                                                                             
federal tax status of the  Partnership and (c) a selection of, and acceptance   
of                                                                              
its  appointment  as such by, a Substitute  General  Partner (i) acceptable     
to a                                                                            
Majority  Interest of the  Limited  Partners  with an adequate  net worth in    
the                                                                             
opinion of Tax Counsel.                                                         

Involuntary  Withdrawal The General Partner may be removed by Consent of
the                                                                             
Majority  Interest or upon the occurrence of any other event that constitutes   
an                                                                              
event of  withdrawal  under the  Delaware  Act as then in  effect.  Neither     
the                                                                             
General  Partner nor any of its  Affiliates  may  participate in any vote by    
the                                                                             
Limited Partners to (i) involuntarily  remove the General Partner or (ii)       
cancel                                                                          
any  management  or  service  contract  with  the  General  Partner  or any     
such                                                                            
Affiliate.                                                                      

Liability of  Withdrawn  General  Partner  Generally  speaking,  the    
General                                                                         
Partner shall remain liable for all obligations  and liabilities  incurred by   
it                                                                              
or by the Partnership while it was acting in the capacity of General Partner    
and                                                                             
for which it was liable as General Partner,  but shall be free of any           
obligation                                                                      
or  liability  incurred  on  account of or arising  from the  activities  of    
the                                                                             
Partnership from and after the time such withdrawal shall have become           
effective.                                                                      
Transfer of Units                                                               

Withdrawal  of a Limited  Partner A Limited  Partner may  withdraw  from
the                                                                             
Partnership  only by Assigning or having all Units owned by such Limited        
Partner                                                                         
redeemed in accordance  with the  Partnership  Agreement.  A Limited Partner    
may                                                                             
generally  assign  all of his Units and may assign a portion of his or her      
Units                                                                           
except  certain  impermissible  types of  assignees or  assignments  which      
would                                                                           
adversely effect the Partnership (See Exhibit A--Section 10.2).                 

Limited      Right     of      Presentment      for      Redemption   
of                                                                              
-------------------------------------------------   Units  Commencing  with     
the                                                                             
----- second full calendar  quarter  following the Final Closing Date and at    
any                                                                             
time and from time to time thereafter until termination of the Partnership,     
any                                                                             
Limited Partner (other than an Affiliated  Limited Partner) may request that    
the                                                                             
Partnership  redeem  all or any  portion  of his or her  Units.  Subject  to    
the                                                                             
availability  of  funds  and the  other  provisions  of this  Section  10 of    
the                                                                             
Partnership  Agreement  (see  "TRANSFER  OF  UNITS"  Section  "Limited  Right   
of                                                                              
Presentment for Redemption of Units", below). Dissolution and Winding-up        

Events  Causing  Dissolution  The  Partnership  shall be dissolved  upon
the                                                                             
happening of any of the following  events (each a  "Dissolution  Event") (i)    
the                                                                             
withdrawal of the General Partner (unless a Substitute  General Partner has     
been                                                                            
duly  admitted  to the  Partnership);  (ii)  the  voluntary  dissolution  of    
the                                                                             
Partnership (A) by the General Partner with the Consent of the Majority         
Interest                                                                        
or (B) subject to Section 13 of the Partnership Agreement, by the Consent of    
the                                                                             
Majority  Interest without action by the General Partner;  (iii) the Sale of    
all                                                                             
or substantially  all of the assets of the  Partnership;  (iv) expiration of    
the                                                                             
Partnership term specified in the Partnership  Agreement;  (v) the Operations   
of                                                                              
the Partnership  shall cease to constitute  legal  activities under the         
Delaware                                                                        
Act or any other  applicable  law;  or (vi) any other  event  which  causes     
the                                                                             
dissolution or winding-up of the Partnership under the Delaware Act.            

Liquidation of Partnership  Upon the occurrence of a Dissolution  Event,
the                                                                             
Investments  and other  assets of the  Partnership  will be  liquidated  and    
the                                                                             
proceeds   thereof  will  be  distributed  to  the  Partners  after  payment    
of                                                                              
liquidation expenses and the debts of the Partnership and otherwise in the      
order                                                                           
of priority  set forth in the  Partnership  Agreement  and the  existence of    
the                                                                             
Partnership will be terminated.  No Limited Partner is guaranteed the return    
of,                                                                             
or a return on, such Limited Partner's Capital Contribution.                    

Access to Books and Records                                                     

The General  Partner will maintain the books and records of the         
Partnership                                                                     
at the Partnership's  principal office. Each Limited Partner will have the      
right                                                                           
to have a copy of the Participant List (including, among other things, the      
names                                                                           
and addresses of, and number of Units held by, each Limited  Partner)  mailed   
to                                                                              
it for a nominal  fee;  provided  such  Limited  Partner  will certify as to    
the                                                                             
non-commercial   use  thereof.   In  addition,   each  Limited  Partner  or     
his                                                                             
representative will have the right, upon written request,  subject to           
reasonable                                                                      
Notice and at such  Limited  Partner's  expense,  to inspect and copy such      
other                                                                           
books and  records  of the  Partnership  as will be  maintained  by the         
General                                                                         
Partner.                                                                        

Meetings and Voting Rights of Limited Partners                                  

Meetings A meeting of the  Limited  Partners to act upon any matter on  
which                                                                           
the Limited  Partners may vote may be called by the General  Partner at any     
time                                                                            
on its own  initiative and will be called by the General  Partner  following    
its                                                                             
receipt of written request(s) for a meeting from Limited Partners holding 10%   
or                                                                              
more of the then outstanding Units. In addition,  in lieu of a meeting, any     
such                                                                            
matter may be submitted for action by Consent of the Limited Partners.          

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Voting  Rights of  Limited  Partners  The  Limited  Partners,  acting by
the                                                                             
Consent of the Majority Interest  constituting a numerical  majority (i.e.,     
more                                                                            
than 50%) of  Units,  may take  action  on the  following  matters  without     
the                                                                             
concurrence of the General Partner:                                             

 (i) amendment of the Agreement;  provided that such amendment (A) may not
in                                                                              
any  manner  allow  the  Limited  Partners  to take part in the  control
or                                                                              
management  of the  Partnership's  business,  and (B) may not,  without 
the                                                                             
specific Consent of the General Partner, alter the rights, powers and   
duties                                                                          
of the General Partner as set forth in the Partnership Agreement;       

(ii) dissolution of the Partnership;                                    

 (iii) Sale or series of Sales of all or  substantially  all of the assets
of                                                                              
the  Partnership  (except  any such Sale or series of Sales in the      
ordinary                                                                        
course of liquidating the Partnership's  Investments  during the        
Disposition                                                                     
Period (see  "Dissolution and  Winding-up--Liquidation  of Partnership",
in                                                                              
this Section); and                                                      

  (iv)  removal  of  the  General  Partner  and  election  of  one  or  more
Substitute General Partners.                                            

Limited Partners who dissent from any vote approved by the Majority Interest    
are                                                                             
bound  by such  vote  and do not  have a right to  appraisal  of,  or           
automatic                                                                       
repurchase of, their Units as a result thereof.                                 

Amendments                                                                      

Amendment by Limited  Partners  without  Concurrence of the General     
Partner.                                                                        
The Limited Partners, acting by the Consent of the Majority Interest without    
the                                                                             
concurrence  of the General  Partner,  may amend the  Partnership  Agreement    
to                                                                              
effect  any  change  therein,  except  (i) in any  manner to allow  the         
Limited                                                                         
Partners  to  take  part  in the  control  or  management  of the               
Partnership's                                                                   
business, and (ii) without the specific Consent of the General Partner, to      
alter                                                                           
the  rights,  powers  and  duties  of the  General  Partner  as set forth in    
the                                                                             
Partnership Agreement.  Notwithstanding the foregoing,  (x) any amendment of    
the                                                                             
provisions  of  the  Partnership   Agreement   relating  to  amendments  of     
the                                                                             
Partnership  Agreement will require the Consent of each Limited  Partner and    
(y)                                                                             
any  amendment  that will  increase  the  liability  of any Partner or          
adversely                                                                       
affect any Partner's share of distributions of cash or allocations of Profits   
or                                                                              
Losses  for  Tax  Purposes  or of  any  investment  tax  credit  amounts  of    
the                                                                             
Partnership will require the Consent of each Partner affected thereby.          

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Amendment by General  Partner  without the Consent of the Limited       
Partners.                                                                       
The General Partner may, without the Consent of the Majority Interest, amend    
the                                                                             
Partnership Agreement to effect any change therein for the benefit or           
protection                                                                      
of the Limited Partners, including, without limitation:                         

  (i) to add to the  representations,  duties or  obligations of the General
  Partner or to surrender any right or power granted to the General Partner;

  (ii) to cure any ambiguity in, or to correct or supplement,  any provision
thereof;                                                                

(iii) to preserve the status of the  Partnership as a "limited          
partnership"                                                                    
for federal  income tax  purposes  (or under the  Delaware  Act or any  
other                                                                           
applicable law);                                                        

 (iv) to delete or add any  provision  thereof or thereto  required  to be
so                                                                              
deleted or added by the Commission, by any other federal or state       
regulatory                                                                      
body  or  other  agency  (including,  without  limitation,  any  "blue  
sky"                                                                            
commission) or by any Administrator or similar official;                

 (v) to permit the Units to fall within any exemption  from the definition
of                                                                              
 "plan  assets"  contained in Section  2510.3-101  of Title 29 of the Code
of                                                                              
Federal Regulations;                                                    

(vi)  under  certain  circumstances,  to  amend  the  allocation        
provisions                                                                      
 thereof,  in accordance  with the advice of Tax Counsel,  the Accountants
or                                                                              
the IRS, to the minimum extent necessary; and                           

  (vii)  to  change  the  name of the  Partnership  or the  location  of its
principal office.                                                       

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TRANSFER OF UNITS   

Withdrawal                                                                      

A Limited Partner may withdraw from the Partnership only by Assigning   
having                                                                          
redeemed all Units owned by such Limited Partner in accordance with the terms   
of                                                                              
the Partnership Agreement.                                                      

Restrictions on the Transfer of Units                                           

 There is no public or secondary market for the Units and none is expected
to                                                                              
develop.  Moreover,  a Limited  Partner may Assign  Units owned by such         
Limited                                                                         
Partner to an Assignee  only upon the  satisfaction  of certain  conditions     
and                                                                             
subject  to  certain  restrictions.  Finally,  an  Assignee  of any             
Partnership                                                                     
Interest will become a Substitute  Limited  Partner only if the General         
Partner                                                                         
has  reasonably  determined  that all  conditions  to an  Assignment  have      
been                                                                            
satisfied and that no adverse effect to the Partnership  does or may result     
from                                                                            
the admission of such  Substitute  Limited  Partner to the  Partnership and     
such                                                                            
Assignee will have executed a transfer agreement and such other forms,          
including                                                                       
executing  a power of  attorney  to the  effect  set  forth  in the             
Partnership                                                                     
Agreement, as the General Partner reasonably may require. Consequently,         
holders                                                                         
of  Units  may  not be able to  liquidate  their  investments  in the  event    
of                                                                              
emergencies  or for any other  reasons or to obtain  financing  from lenders    
who                                                                             
will readily accept Units as collateral.                                        

A Limited  Partner may Assign Units held by it to any Person (an        
"Assignee")                                                                     
only upon the satisfaction of certain conditions,  including, but not limited   
to                                                                              
the following:                                                                  

(i) such  Limited  Partner  and such  Assignee  will each  execute a    
written                                                                         
Assignment  instrument,  in form and substance  satisfactory  to the    
General                                                                         
Partner, which will, among other things, state the intention of such    
Limited                                                                         
Partner  that  such  Assignee  will  become a  Substitute  Limited      
Partner,                                                                        
evidence the  acceptance by the Assignee of all of the terms and        
provisions                                                                      
of the  Partnership  Agreement  and  include a  representation  by both 
such                                                                            
Limited  Partner  and  such  Assignee  that  such  Assignment  was  made
in                                                                              
accordance  with all applicable  laws and  regulations  (including,     
without                                                                         
 limitation, such minimum investment and investor suitability requirements
as                                                                              
may then be applicable under state securities laws); and                

(ii)  such for  Assignee  will pay to the  Partnership  a fee not       
exceeding                                                                       
 $150.00 to the  Partnership  for costs and expenses  reasonably  incurred
in                                                                              
connection with such Assignment.                                        

Furthermore,  unless the General Partner will specifically Consent, no  
Units                                                                           
may be Assigned:                                                                

  (i)     to a  minor  or  incompetent  (unless  a  guardian,  custodian  or
conservator has been appointed to handle the affairs of such Person);   

(ii) to any Person if, in the Opinion of Tax Counsel,  such Assignment  
would                                                                           
 result in the termination of the Partnership's taxable year or its status
as                                                                              
a partnership for federal income tax purposes, provided that the        
Partnership                                                                     
may permit such  Assignment to become  effective if and when, in the    
opinion                                                                         
 of Tax Counsel, such Assignment would no longer result in the termination
of                                                                              
the  Partnership's  taxable year or its status as a partnership  for    
federal                                                                         
income tax purposes;                                                    

(iii) to any  Person  if such  Assignment  would  affect  the           
Partnership's                                                                   
existence or qualification as a limited  partnership  under the Delaware
Act                                                                             
 or the applicable laws of any other jurisdiction in which the Partnership
is                                                                              
then conducting business;                                               

(iv) to any Person not  permitted to be an Assignee  under  applicable  
law,                                                                            
including, without limitation, applicable federal and state securities  
laws;                                                                           

(v) if  such  Assignment  would  result  in the  transfer  of a         
Partnership                                                                     
 Interest representing less than twenty-five (25) Units, or ten (10) Units
in                                                                              
the case of an IRA or  Qualified  Plan  (unless  such  Assignment  is of
the                                                                             
entire Partnership Interest owned by such Limited Partner);             

(vi) if such  Assignment  would  result  in the  retention  by such     
Limited                                                                         
Partner of a portion of its Partnership Interest  representing less than
the                                                                             
 greater of (A)  twenty-five  (25) Units, or ten (10) Units in the case of
an                                                                              
 IRA or Qualified  Plan,  and (B) the minimum  number of Units required to
be                                                                              
purchased  under  minimum  investment  standards  applicable  to an     
initial                                                                         
purchase of Units by such Limited Partner;                              

  (vii)  if,  in  the  reasonable  belief  of  the  General  Partner,   such
Assignment might violate applicable law;                                

  (viii) if the  effect  of such  Assignment  would be to cause the  "equity
  participation"  in the  Partnership  by  "benefit  plan  investors"  (both
 within the meaning of DOL Reg. ss. 2510.3-101(f)) to equal or exceed 25%;
or                                                                              

 (ix) if such Assignment would cause an impermissible  percentage of Units
to                                                                              
be owned by non-United States Citizens.                                 

Any attempt to make any  Assignment  of Units in violation of the  provisions   
of                                                                              
the Partnership  Agreement or applicable law will be null and void ab initio    
and                                                                             
will not bind the Partnership.                                                  

The Partnership Agreement provides further that so long as there are    
adverse                                                                         
federal  income tax  consequences  from  being  treated  as a  "publicly        
traded                                                                          
partnership"  for federal  income tax  purposes,  the General  Partner  will    
not                                                                             
permit any  interest in a Unit to be Assigned on a Secondary  Market and, if    
the                                                                             
General Partner  determines in its sole discretion,  that a proposed            
assignment                                                                      
was effected on a Secondary Market, the Partnership and the General Partner     
have                                                                            
the right to refuse to recognize  any such proposed  Assignment  and to take    
any                                                                             
action  deemed  necessary or  appropriate  in the General  Partner's            
reasonable                                                                      
discretion  so that such  proposed  Assignment  is not in fact  recognized.     
Any                                                                             
Assignment  which results in a failure to meet the "safe  harbor"  provisions   
of                                                                              
Notice 88-75 (July 5, 1988) issued by the Service, or any substitute            
safe-harbor                                                                     
provisions  subsequently   established  by  Treasury  Regulations  or           
published                                                                       
notices, will be treated as causing the Units to be publicly traded. Pursuant   
to                                                                              
the  Partnership  Agreement,  the  Limited  Partners  will agree to provide     
all                                                                             
information respecting Assignments, which the General Partner deems necessary   
in                                                                              
order to determine whether a proposed transfer occurred on a Secondary Market.  

Assignments  of Units will be recognized by the  Partnership as of the  
first                                                                           
day of the  Segment  following  the  date  upon  which  all  conditions  to     
such                                                                            
Assignment will have been satisfied.                                            

Limited Right of Presentment for Redemption of Units                            

The Partnership will at no time be under any obligation to redeem Units 
of a                                                                            
Limited  Partner and will do so only in the sole and absolute  discretion of    
the                                                                             
General Partner.  Commencing with the second full calendar quarter following    
the                                                                             
Final  Closing  Date  and at any time and  from  time to time  thereafter       
until                                                                           
termination  of the  Partnership,  any  Limited  Partner  may  request  that    
the                                                                             
Partnership  redeem, and, subject to the availability of funds and provided     
that                                                                            
the Partnership will not in any calendar year redeem Partnership Interests      
that,                                                                           
in the aggregate, exceed 2% of the total Partnership Interests outstanding as   
of                                                                              
the last day of such  calendar  year,  with the  prior  Consent  of the         
General                                                                         
Partner,  the Partnership  will redeem,  for cash, up to 100% of the            
Partnership                                                                     
Interest of such  Limited  Partner,  at the  Applicable  Redemption  Price.     
The                                                                             
Applicable  Redemption  Price,  with  respect  to any  Unit,  will be an        
amount                                                                          
(determined as of the date of redemption of such Unit), as follows:             

(a) during the  Reinvestment  Period,  equal to 85% of the original     
Capital                                                                         
Contribution  of such  Limited  Partner less the sum of (i) 100% of     
previous                                                                        
distributions to such Limited Partner of uninvested  Capital            
Contributions,                                                                  
(ii) 100% of previous distributions of Distributable Cash, (iii) 100% of
any                                                                             
previous  allocations  to such  Limited  Partner  of  investment  tax   
credit                                                                          
amounts and (iv) the aggregate amount,  not exceeding  $150.00,  of     
expenses                                                                        
reasonably  incurred by the  Partnership  in connection  with the       
redemption                                                                      
such Unit; and                                                          

(b)  during  the  Disposition  Period,  equal to 100% of the  balance of
the                                                                             
Capital  Account  of such  Limited  Partner  as of the end of the month 
next                                                                            
preceding such date of redemption less the sum of (i) such Limited      
Partner's                                                                       
pro rata share  (without  giving effect to such  redemption)  of Profits
and                                                                             
Losses of the Partnership (as reasonably  estimated by the General      
Partner)                                                                        
for the period  commencing  on the first  calendar day of the month in  
which                                                                           
such redemption date will occur and (ii) the aggregate amount, not      
exceeding                                                                       
$150.00,  of expenses  reasonably  incurred by the Partnership in       
connection                                                                      
with the redemption such Unit;                                          

provided,  however,  that in no event will the applicable  redemption   
price                                                                           
computed  under  either  clause  (a) or (b)  exceed an amount  equal to 
such                                                                            
Limited  Partner's  Capital  Account  balance as of the end of the      
calendar                                                                        
quarter preceding such redemption minus cash  distributions  which have 
been                                                                            
made or are due to be made for the calendar  quarter in which the       
redemption                                                                      
occurs (for a redemption of all Units owned by such Limited  Partner or 
that                                                                            
portion of such amount  which is  proportionate  to the  percentage  of 
such                                                                            
Limited   Partner's  Units  which  are  redeemed  in  the  case  of     
partial                                                                         
redemptions).                                                           

There can be no assurance that the Applicable  Redemption  Price will in
any                                                                             
way reflect the fair market value of the Units at the time of redemption.       

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 The  availability of funds for the redemption of any Unit will be subject
to                                                                              
the availability of sufficient Distributable Cash. In this connection, it       
should                                                                          
be noted that the General Partner  intends to reinvest a substantial  portion   
of                                                                              
the  Partnership's  Cash From Operations and  substantially  all Cash From      
Sales                                                                           
during the Reinvestment Period. Furthermore,  Units may be redeemed only if     
such                                                                            
redemption would not impair the capital or the Operations of the Partnership    
and                                                                             
would not result in the termination under the Code of the Partnership's         
taxable                                                                         
year or of its federal income tax status as a  partnership.  Any amounts used   
to                                                                              
redeem Units will reduce  Partnership  funds  available to make  Investments    
and                                                                             
distributions  to the  remaining  Partners.  In the event  that the             
Partnership                                                                     
receives  requests  to redeem  more  Units than  there are funds  sufficient    
to                                                                              
redeem, the General Partner will honor redemption requests in the order in      
which                                                                           
duly  executed  and  supported  redemption  requests are  received.  The        
General                                                                         
Partner will use its  reasonable  efforts to honor  requests for  redemptions   
of                                                                              
Units with the same request date first as to Hardship Redemptions,  second so   
as                                                                              
to provide liquidity for IRAs or Qualified Plans to meet required               
distributions                                                                   
and finally as to all other redemption  requests.  A Limited Partner desiring   
to                                                                              
have a portion or all or his Units redeemed will submit a written request to    
the                                                                             
General  Partner on a form  approved by the General  Partner  duly signed by    
all                                                                             
owners  of such  Units on the  books  of the  Partnership.  Redemption          
requests                                                                        
hereunder  will be  deemed  given  on the  earlier  of the  date the same is    
(i)                                                                             
personally  delivered  with  receipt  acknowledged,  or (ii) mailed by          
certified                                                                       
mail, return receipt requested, postage prepaid, at the General Partners        
address                                                                         
set forth herein.  Requests arising from death, major medical expense and       
family                                                                          
emergency   related  to  disability  or  a  material  loss  of  family          
income,                                                                         
collectively "Hardship  Redemptions") will be treated as having been received   
at                                                                              
12:01 A.M. EST and all other requests will be deemed  received with the start   
of                                                                              
the business day during which  received).  Within the times specified above,    
the                                                                             
General Partner will accept or deny each redemption request. The General        
Partner                                                                         
will,  in its  sole  discretion,  decide  whether  a  redemption  is in the     
best                                                                            
interest of the Partnership.                                                    

Certain Consequences of Transfer                                                

Any Units tendered to, and accepted by, the  Partnership for redemption 
will                                                                            
be canceled when redeemed and, as of the date of such redemption, will no       
longer                                                                          
represent a  Partnership  Interest.  In the event that any Limited  Partner     
will                                                                            
Assign all Units owned by such Limited Partner,  or have all such Units         
accepted                                                                        
for redemption by the Partnership,  such Limited Partner will thereupon cease   
to                                                                              
be a Limited  Partner and will no longer have any of the rights or privileges   
of                                                                              
a Limited  Partner in the  Partnership.  Whether or not any  Assignee           
becomes a                                                                       
Substitute Limited Partner, however, the Assignment by a Limited Partner of     
such                                                                            
Limited  Partner's  entire  Partnership  Interest  will not release such        
Limited                                                                         
Partner from  liability to the  Partnership to the extent of any portion of     
such                                                                            
Limited  Partner's  Capital  Contribution not yet paid and of any               
distributions                                                                   
(including any return of or on such Limited Partner's Capital Contribution)     
made                                                                            
to such Limited  Partner in  violation  of the Delaware Act or other            
applicable                                                                      
law.                                                                            

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 The sale of Units by a Limited Partner may result in the recapture of all
of                                                                              
the depreciation  deductions  previously  allocated to such Limited Partner.    
See                                                                             
the "FEDERAL INCOME TAX  CONSEQUENCES--Sale  or Other Disposition of            
Partnership                                                                     
Interest."                                                                      

Neither the General  Partner nor any of its Affiliates  (i.e.,  no      
Affiliate                                                                       
Limited Partner) may redeem their Partnership Units, if any.                    

Gain or loss realized on the  redemption of a Unit by a Limited  Partner
who                                                                             
holds his Units as a capital  asset and who has held such Unit for more than    
one                                                                             
year,  will be capital  gain or loss,  as the case may be,  except that any     
gain                                                                            
realized will be treated as ordinary  income to the extent  attributable  to    
the                                                                             
Limited  Partner's  share of potential  depreciation  recapture  on             
Partnership                                                                     
Equipment, substantially appreciated inventory items and unrealized             
receivables.                                                                    
See  "FEDERAL  INCOME TAX  CONSEQUENCES--Treatment  of Cash  Distributions      
Upon                                                                            
Redemption."                                                                    

 REPORTS TO LIMITED PARTNERS

Annual Reports                                                                  

By March 15 of each Fiscal  Year,  the General  Partner will deliver to 
each                                                                            
Limited Partner a statement of such Partner's share of the Partnership's        
income,                                                                         
gains,  losses,  deductions,  and items  thereof,  and credits,  if any, for    
the                                                                             
Fiscal Year most  recently  completed to enable such Limited  Partner to        
prepare                                                                         
his federal income tax return.                                                  

Within 120 days after the end of the Partnership's  fiscal year, the    
General                                                                         
Partner  will send to each  Person who was a Limited  Partner at any time       
during                                                                          
such Fiscal Year an annual report including, among other things:                

(i) financial statements for the Partnership for such Fiscal Year,      
including                                                                       
 a balance sheet as of the end of such Fiscal Year and related  statements
of                                                                              
 operations,  cash  flows and  changes  in  Partners'  equity,  which will
be                                                                              
 prepared as required by the  Partnership  Agreement  and  accompanied  by
an                                                                              
auditor's report containing an opinion of the Accountants;              

  (ii) a  breakdown  (by  source) of  distributions  made during such Fiscal
Year to the General Partner and the Limited Partners;                   

(iii) a status  report  with  respect  to each  item of  Equipment  and 
each                                                                            
Financing  Transaction  which  individually  represents  at least 10% of
the                                                                             
aggregate Purchase Price of the Partnership's Investments at the end of 
such                                                                            
Fiscal Year,  including  (among other  things)  information  relevant to
the                                                                             
condition and utilization of such Equipment or the collateral  securing 
such                                                                            
Financing Transaction;                                                  

(iv) a breakdown of the compensation paid to, and any amounts reimbursed
to,                                                                             
the  Sponsor,  including  among other  things) a statement  of the      
services                                                                        
performed or expenses incurred in consideration  therefor,  a summary of
the                                                                             
 terms and conditions of any contract with the Sponsor which was not filed
as                                                                              
an exhibit to the  Registration  Statement of which this Prospectus     
forms a                                                                         
part  and a  statement  of the  total  amount  of  all  costs  and      
expenses                                                                        
reimbursed to the Sponsor by the  Partnership  and any other Programs of
the                                                                             
Sponsor  demonstrating  the allocation  thereof  between the Partnership
and                                                                             
such other Programs;                                                    

(v) until all  Capital  Contributions  have been  invested or  committed
to                                                                              
investment in  Investments  and Reserves (not exceeding 3% of Gross     
Offering                                                                        
Proceeds),  used to pay permitted  Front-End Fees or returned to the    
Limited                                                                         
Partners in accordance with the Partnership  Agreement,  certain        
information                                                                     
regarding Investments made by the Partnership during such Fiscal Year.  

Quarterly Reports                                                               

 Within 60 days after the end of each of the first three  Fiscal  Quarters
in                                                                              
any Fiscal Year, the General Partner will send, to each Person who was a        
Limited                                                                         
Partner at any time  during  such  Fiscal  Quarter,  an interim  report for     
such                                                                            
Fiscal Quarter including, among other things:                                   

(i)  unaudited  financial  statements  for the  Partnership  at and for 
such                                                                            
Fiscal  Quarter,  including  a  balance  sheet  and  related  statements
of                                                                              
operations, cash flows and changes in Partners' equity;                 

(ii) a  tabular  summary  of the  compensation  paid  to,  and  any     
amounts                                                                         
 reimbursed  to, the Sponsor,  including  (among other things) a statement
of                                                                              
the services performed or expenses incurred in consideration  therefor  
and a                                                                           
summary of the terms and  conditions  of any contract with the Sponsor  
which                                                                           
was not filed as an  exhibit  to the  Registration  Statement  of which 
this                                                                            
Prospectus forms a part; and                                            

(iv) until all Capital  Contributions  have been  invested or  committed
to                                                                              
investment in  Investments  and Reserves (not exceeding 3% of Gross     
Offering                                                                        
Proceeds),  used to pay permitted  Front-End Fees or returned to the    
Limited                                                                         
Partners in accordance with the Partnership  Agreement,  certain        
information                                                                     
 regarding Investments made by the Partnership during such Fiscal Quarter.

PLAN OF DISTRIBUTION  

Subject to the  conditions  set forth in this  Prospectus  and in       
accordance                                                                      
with the terms and  conditions  of the  Partnership  Agreement,  pursuant to    
the                                                                             
Dealer-Manager  Agreement  between the Partnership and the  Dealer-Manager,     
the                                                                             
Partnership  will offer through the  Dealer-Manager,  on a best efforts         
basis, a                                                                        
Maximum  Offering of 1,000,000  Units,  all of which are priced at $100 per     
Unit                                                                            
(except  for certain  Units which may be  purchased  by (i)  Affiliated         
Limited                                                                         
Partners for the Net Unit Price of $92.00 per Unit and (ii) a single            
subscriber                                                                      
which are eligible  for Volume  Discounts as described on footnote (1) on       
Page 2                                                                          
of this Prospectus). The minimum subscription is 25 Units (10 Units for IRAs    
and                                                                             
Qualified Plans,  including Keogh plans except in certain states as set forth   
in                                                                              
the "INVESTOR  SUITABILITY  AND MINIMUM  INVESTMENT  REQUIREMENTS;              
SUBSCRIPTION                                                                    
PROCEDURES"  Section).   See  "INVESTOR  SUITABILITY   STANDARDS--Minimum       
Unit                                                                            
Purchase."                                                                      

Units will be sold through  primarily  through the Selling  Dealers and 
to a                                                                            
limited extent by the  Dealer-Manager.  The Partnership  will pay to the        
Selling                                                                         
Dealer or the  Dealer-Manager,  as the case may be, a Sales  Commission equal   
to                                                                              
8.0% of the Gross  Offering  Proceeds  from the sale of such Units  (except     
for                                                                             
Units sold to Affiliated  Limited  Partners,  as to which no Sales Commission   
is                                                                              
payable,  or to  subscribers  entitled to a volume  discount,  in which case    
the                                                                             
Sales  Commission is reduced by the amount of such volume  discount)  from      
Gross                                                                           
Offering  Proceeds of such sales or from the  proceeds of any  Commission       
Loans                                                                           
which  may  be  obtained  by  the  Partnership  in  connection  therewith.      
The                                                                             
Partnership may obtain a loan as of each Closing Date in the principal amount   
of                                                                              
the Sales  Commissions  (collectively  "Commission  Loans")  to pay             
Commissions                                                                     
otherwise  payable by the  Partnership  on such Closing Date from Gross         
Offering                                                                        
Proceed  for the  purpose  of  increasing  the total  amount  of Gross          
Offering                                                                        
Proceeds immediately available for Investments. The Partnership's total         
payments                                                                        
of principal  of, and interest  on, any such  Commission  Loans would exceed    
the                                                                             
corresponding amounts of Commissions paid with the proceeds of such loans by    
the                                                                             
interest  paid thereon.  Consequently,  the General  Partner  expects to        
utilize                                                                         
Commission Loans only when, it has determined that an opportunity  exists to    
use                                                                             
such  borrowings to obtain  Investments  which have  contractual  payments      
which                                                                           
exceed the total  payments of principal  of, and interest on, the               
corresponding                                                                   
Commission Loans.                                                               

Generally,  Units are purchased by all subscribers at a price of $100.00
per                                                                             
Units except for:                                                               

(a)  officers,  employees  and  securities  representatives  of the     
General                                                                         
Partner,  its Affiliates and Selling Dealers ("Affiliated Limited       
Partners")                                                                      
who may purchase Units for  investment  purposes only for the Net Unit  
Price                                                                           
of $92.00 per Unit.  The  Partnership  will incur no  obligation  to pay
any                                                                             
Sales Commissions with respect to such purchases.  The General Partner's
and                                                                             
its  Affiliates'  purchases  of Units are limited to a maximum of 10% of
the                                                                             
total Units purchased.                                                  

  (b)  Investors  buying in volume  are  entitled  to  volume  discounts  as
follows:                                                                

     Number of Units             Discount           Net Purchase Price

2,499 or less                  None            $100.00      
2,500  to  4,999              $2.50            $ 97.50      
5,000  to  9,999              $3.50            $ 96.50      
10,000 to 19,999              $4.50            $ 95.50      
20,000 or  more               $6.50            $ 93.50      

Volume  Discounts  reduce  the Sales  Commissions  that would  otherwise
be                                                                              
payable in  connection  with the  purchase of Units.  An investor  entitled     
to a                                                                            
volume discount will receive such discount  through a reduction of the          
aggregate                                                                       
cash purchase price required to purchase Units.                                 

The  proceeds  to the  Partnership,  net of  Sales  Commissions  and    
volume                                                                          
discounts,  if any,  will be the  same for all  such  sales as for  sales to    
the                                                                             
general public.                                                                 

The total marketing  compensation to be paid to the  Dealer-Manager  and
all                                                                             
participating  Selling  Dealers in connection  with the offering of Units in    
the                                                                             
partnership,  including Sales Commissions and Underwriting Fees, will not       
exceed                                                                          
a maximum  of 10.0% of the Gross  Offering  Proceeds  (except  that the         
General                                                                         
Partner  may pay bona  fide due  diligence  fees and  expenses  incurred  by    
the                                                                             
Dealer-Manager and prospective  Selling Dealers from its O & O Expense          
Allowance                                                                       
up to the lesser of (i) an additional 1/2 of 1% of such Gross Offering          
Proceeds                                                                        
or (ii) the maximum amount allowable under the NASD Rules of Fair Practice).    
Any                                                                             
payments made in connection with due diligence activities will only be paid     
on a                                                                            
fully accountable basis and only for bona fide due diligence activities.        
Amounts                                                                         
paid or advanced for Sales  Commissions and due diligence fees and expenses     
will                                                                            
be made only for bona fide sales or due  diligence  activities  as  evidenced   
by                                                                              
receipt of duly  executed  subscription  documents (in the case of sales) and   
an                                                                              
invoice and other evidence  satisfactory to the General  Partner  confirming    
the                                                                             
nature  and  cost  of due  diligence  activity  performed  (in  the  case of    
due                                                                             
diligence  activities).  The sums which may be expended in  connection  with    
due                                                                             
diligence  activities  are included in the O & O Expense  Allowance  paid by    
the                                                                             
partnership to the General Partner. See "SUMMARY OF COMPENSATION."              

The  Dealer-Manager  Agreement  and the Selling  Dealer  Agreements     
contain                                                                         
provisions  for the  indemnification  of the  Dealer-Manager  and               
participating                                                                   
Selling  Dealers  by  the  Partnership  with  respect  to  certain              
liabilities,                                                                    
including  liabilities  arising under the Securities Act. The Dealer-Manager    
may                                                                             
be  deemed  to be an  "underwriter"  for  purposes  of  the  Securities  Act    
in                                                                              
connection with this offering.                                                  

Segregation of Subscription Payments                                            

Commencing on the effective date of this Prospectus and until           
subscriptions                                                                   
for 12,000 Units (or 50,000 Units in the case of residents of Pennsylvania)     
have                                                                            
been accepted by the General Partner and such  subscribers have been admitted   
as                                                                              
Limited  Partners on the Initial  Closing Date (or a subsequent  Closing Date   
in                                                                              
the case of Pennsylvania  residents),  all funds received by the                
Dealer-Manager                                                                  
from  subscriptions  for  Units  will be placed  in an  escrow  account,  at    
the                                                                             
Partnership's  expense,  with  The  Bank of New  York  (NJ) or  another         
banking                                                                         
institution  designated by the General  Partner,  as escrow  agent.             
Thereafter,                                                                     
funds received  through the Termination  Date will be deposited in the          
Qualified                                                                       
Subscription Account maintained by the Partnership.                             

The General Partner will promptly accept or reject  subscriptions  for  
Units                                                                           
after  its  receipt  of a  prospective  investor's  Subscription  Documents     
and                                                                             
subscription  funds.  The Initial  Closing  Date will be as soon as             
practicable                                                                     
after the receipt and acceptance by the Partnership of subscriptions  for       
12,000                                                                          
Units (excluding for such purpose subscriptions from residents of               
Pennsylvania).                                                                  
Subsequent to the Initial Closing Date, it is anticipated  that Closings will   
be                                                                              
held not less  frequently  than twice  monthly (on the fifteenth and last day   
of                                                                              
each  month)  and as  frequently  as once a week  (provided  the number of      
Units                                                                           
subscribed  for is  sufficient  to justify the burden and expense of a          
Closing).                                                                       
Once  subscriptions  for a total of 50,000 Units (including  subscriptions      
from                                                                            
residents of Pennsylvania),  all subscription  payments then remaining in       
escrow                                                                          
would be released  from  escrow and the escrow  agreement  would be             
terminated.                                                                     
Thereafter subscription payments would continue to be deposited with the Bank   
of                                                                              
New York (NJ) in a special, segregated,  subscription account of the            
Partnership                                                                     
which  will be  maintained  during  the  Offering  Period  for the  receipt     
and                                                                             
investment of subscription payments. At each Closing, the Partnership will      
admit                                                                           
as  Limited  Partners,  effective  as of the next  day,  all  subscribers       
whose                                                                           
subscriptions  have been  received and accepted by the  Partnership  and who    
are                                                                             
then eligible to be admitted to the Partnership (e.g.,  Pennsylvania            
subscribers                                                                     
are not  eligible  to be  admitted  to the  Partnership  prior to sale of       
50,000                                                                          
Units) for the funds  representing such  subscriptions will be released from    
the                                                                             
escrow account or from the Partnership's segregated subscription account (as    
the                                                                             
case may be) to the Partnership.                                                

Interest  earned,  if any,  on  subscription  funds of  subscribers  who
are                                                                             
accepted and admitted to the Partnership  will be remitted to the subscribers   
by                                                                              
the Escrow  Agent or the  General  Partner as soon as  practicable  after       
their                                                                           
admission.  If  12,000  Units  have not been  subscribed  for on or  before     
the                                                                             
anniversary  of the date on the Cover of this  Prospectus  (which is dated as   
of                                                                              
the Effective Date) (or, in the case of each subscriber  from  Pennsylvania,    
if                                                                              
50,000 Units have not be sold within 120 days of the Escrow  Agent's  receipt   
of                                                                              
such  subscription,  and such  subscriber  has been  offered  and has elected   
to                                                                              
rescind his or her  subscription),  then the Partnership  will direct the       
Escrow                                                                          
Agent to release the  applicable  subscription  payments  from escrow and       
return                                                                          
them  promptly to the relate  subscribers,  together  with all  interest        
earned                                                                          
thereon,  in which  case  the  Partnership  will be  terminated.  The           
procedure                                                                       
described  in the  preceding  sentence  will be applied  to return              
subscription                                                                    
payments  (if any) which are held in the Escrow  Account for twelve  months     
from                                                                            
the date of this  Prospectus.  In addition,  any Net  Proceeds  from the sale   
of                                                                              
Units  in the  Partnership  which  have  not  been  invested  or  committed     
for                                                                             
investment  within two years after the  Effective  Date  (except for Reserve    
and                                                                             
necessary operating capital) will be returned,  without interest, to the        
Limited                                                                         
Partners in  proportion  to their  respective  Capital  Contributions.  Any     
such                                                                            
returned proceeds will include, in addition, a return of the proportionate      
share                                                                           
of the O & O Expense Allowance, Underwriting Fees and any Sales Commissions     
paid                                                                            
to the General Partner or any of its Affiliates.  See "INVESTMENT OBJECTIVES    
AND                                                                             
POLICIES - Return of Uninvested Net Proceeds."                                  

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INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;   
 SUBSCRIPTION PROCEDURES

General Suitability Considerations                                              

Among the  reasons  for  establishing  investor  suitability  standards 
and                                                                             
minimum  dollar  amounts of investment is that there is no public market for    
the                                                                             
Units,  which are not freely  transferable,  and none is  expected  to          
develop.                                                                        
Accordingly,  only  Persons  able to make a  long-term  investment  and who     
have                                                                            
adequate  financial  means  and no need  for  liquidity  with  regard  to       
their                                                                           
investment  should  purchase  Units.  Investors  subscribing  for  Units        
should                                                                          
carefully consider the risk factors and other special considerations            
(including                                                                      
the  lack of a  market  for  Units  and the  resulting  long-term  nature  of   
an                                                                              
investment in Units) described under "RISK  FACTORS--Partnership  and           
Investment                                                                      
Risks--  Restricted  Transferability  and  Illiquidity  of Units,"  "TRANSFER   
OF                                                                              
UNITS--Restrictions   on  the  Transfer  of  Units"  and  "--Limited   Right    
of                                                                              
Presentment".  An investment in Units is not  appropriate for investors who     
must                                                                            
rely on cash distributions  with respect to their Units as their primary,  or   
as                                                                              
an essential, source of income to meet their necessary living expenses.         

State  Requirements  Concerning  Minimum  Investment and Minimum  Investor Net  
Worth/Income                                                                    

Minimum  Investment.  All Investors other than Qualified Plans and IRAs:
The                                                                             
minimum  number  of Units an  investor  may  purchase  is 25 Units  (other      
than                                                                            
residents of Nebraska,  for whom the minimum investment is 50 Units).           
Qualified                                                                       
Plans and IRAs:  The minimum  number of Units which a Qualified  Plan and an    
IRA                                                                             
may purchase is 10 Units (except for  Qualified  Plans and IRAs  established    
by                                                                              
residents of the following states: Arizona, Iowa, Indiana, Maine,               
Massachusetts,                                                                  
Michigan,  Minnesota,   Mississippi,   Missouri,  New  Mexico,  North           
Carolina,                                                                       
Oklahoma,  Pennsylvania,  South  Dakota,  Tennessee,  and Texas  (for  which    
the                                                                             
minimum  investment  is 20 Units) and Iowa (for which the  minimum  IRA         
account                                                                         
investment is 25 Units)).                                                       

Minimum Net  Worth/Income.  Except with respect to Qualified  Plans and 
IRAs                                                                            
and except  for  residents  of states  with  higher  suitability  standards     
(as                                                                             
described below), Units will be sold during the Offering only to an investor    
who                                                                             
represents, in writing:                                                         

(i) that such  investor has either (A) both a net worth of at least     
$30,000                                                                         
in excess of Capital  Contributions  required to be made in respect of  
Units                                                                           
subscribed  for by such  investor  and an  annual  gross  income of at  
least                                                                           
$30,000, or (B) irrespective of annual gross income, a net worth of at  
least                                                                           
$75,000 or that such investor is  purchasing  in a fiduciary  capacity  
for a                                                                           
Person who meets either such condition, or                              

 (ii) that such investor  satisfies the suitability  standards  applicable
in                                                                              
such investor's  state of residence or domicile,  if such standards are 
more                                                                            
 stringent (as listed in "--Certain State Requirements" paragraph below or
in                                                                              
the current Supplement to this Prospectus).                             

All computations of net worth for purposes of all suitability standards         
(whether                                                                        
described  above or below)  exclude  the  value of such  investor's  home,      
home                                                                            
furnishings and personal automobiles and, in connection  therewith,  all of     
such                                                                            
investor's assets must be valued at their fair market value.                    

If an investor is a Qualified  Plan or an IRA, such investor must       
represent                                                                       
(i) that the IRA owner or the  participant in the  self-directed  Qualified     
Plan                                                                            
satisfies  the  foregoing  standards,  or (ii)  if  other  than a               
self-directed                                                                   
Qualified  Plan,  that the Qualified  Plan  satisfies the foregoing             
suitability                                                                     
standards.                                                                      

 Each investor must execute a copy of the Subscription Agreement, the form
of                                                                              
which is  included  as an exhibit to the  Registration  Statement  of which     
this                                                                            
Prospectus  forms a part,  or an  Assignment  instrument  or other  writing,    
to                                                                              
evidence such investor's  compliance with such standards and the requirements   
of                                                                              
applicable laws.                                                                

Certain  State   Requirements.   Suitability.   The  following  States  
have                                                                            
established more stringent investor suitability standards than those            
established                                                                     
by the Partnership:  Alabama, Arizona,  Arkansas,  Indiana, Iowa, Kansas,       
Maine,                                                                          
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New        
Jersey,                                                                         
New  Mexico,  North  Carolina,  Ohio,  Oklahoma,  Oregon,  Pennsylvania,        
South                                                                           
Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,  Washington,           
Wisconsin                                                                       
and Wyoming. Units will only be sold to residents of such jurisdictions who     
meet                                                                            
such  more  stringent  standards.  Any  proposed  transferee  of a Unit who     
is a                                                                            
resident of such States must also meet such suitability standards.              

Residents  of the States of Alabama,  Arizona,  Arkansas,  Indiana,     
Kansas,                                                                         
Maine,  Massachusetts,  Minnesota,  Mississippi,  Nebraska,  New  Mexico,       
Ohio,                                                                           
Oklahoma, Oregon, Pennsylvania,  South Carolina, South Dakota, Tennessee,       
Texas,                                                                          
Utah, Vermont,  Washington,  Wisconsin and Wyoming must (i) both (A) a net      
worth                                                                           
of not less than $45,000  (determined  exclusive of the net fair market value   
of                                                                              
(a) his or her home, (b) home furnishings and (c) personal  automobiles) and    
(B)                                                                             
$45,000  of  annual  gross  income;  or (ii) a net  worth of at  least          
$150,000                                                                        
(determined as above) and a subscriber  (or fiduciary  acting on his, her or    
its                                                                             
behalf).                                                                        

Residents of the States of Iowa,  Michigan,  Missouri,  New Jersey and  
North                                                                           
Carolina must have either (a) annual gross income of $60,000 plus a net worth   
of                                                                              
$60,000 or (b) a net worth of at least $225,000.                                

Each investor  residing in Michigan or  Pennsylvania,  must have a net  
worth                                                                           
(exclusive of home, home  furnishings and  automobiles)  equal to the greater   
of                                                                              
(a) the net worth  requirements  described under "Minimum Net  Worth/Income,"   
or                                                                              
(b) ten times the amount to be invested by such investor  (e.g.,  a $200,000    
net                                                                             
worth in order to invest $20,000).                                              

Legending  of Unit  certificates  issued to  residents  of  California. 
The                                                                             
California  Corporations  Commissioner  requires  that  certificates            
evidencing                                                                      
ownership of Units for all Units issued, or subsequently transferred, to        
Persons                                                                         
who are  residents of, or who are either  domiciled or actually  present in,    
the                                                                             
State of California, must bear the following legend restricting transfer:       

"IT IS UNLAWFUL TO  CONSUMMATE  A SALE OR TRANSFER OF A LIMITED         
PARTNERSHIP                                                                     
INTEREST,   OR  ANY  INTEREST  THEREIN,  OR  TO  RECEIVE  ANY           
CONSIDERATION                                                                   
THEREFOR,WITHOUT   THE  PRIOR  WRITTEN   CONSENT  OF  THE   COMMISSIONER
OF                                                                              
CORPORATIONS  OF  THE  STATE  OF  CALIFORNIA,  EXCEPT  AS  PERMITTED  IN
THE                                                                             
COMMISSIONER'S RULES."                                                  

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Fiduciary and  Qualified  Plan  Subscriptions.  When Units are purchased
for                                                                             
fiduciary  accounts,   such  as  trusts  and  retirement  plans,  the           
foregoing                                                                       
conditions  must be met  either by the  fiduciary  account  or by the Person    
who                                                                             
directly or indirectly supplies the funds for the purchase of Units. In the     
case                                                                            
of gifts to minors by a donor, the foregoing conditions must be met by the      
donor                                                                           
who directly or indirectly  supplies the funds for such  purchase.  A           
transferee                                                                      
will be required to comply with all of the foregoing requirements as a          
condition                                                                       
to admission as a Substitute Limited Partner.                                   

In addition,  it should be noted that an investment in the Partnership  
will                                                                            
not, in and of itself,  create an IRA or  Qualified  Plan and that,  in order   
to                                                                              
create an IRA or  Qualified  Plan,  an  investor  must  itself  comply  with    
all                                                                             
applicable  provisions of the Code and ERISA. IRAs or Qualified Plans, and      
other                                                                           
tax-exempt organizations, when making a decision concerning an investment in    
the                                                                             
Partnership, should consider the following:                                     

(i) any income or gain realized by such entity will be  "unrelated      
business                                                                        
taxable income" and subject to the unrelated business tax;              

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(ii)  investments in the  Partnership  made by Qualified  Plans and IRAs
may                                                                             
 cause a pro rata portion of the Partnership's  assets to be considered to
be                                                                              
"plan  assets" with  respect to such  entities for purposes of ERISA and
the                                                                             
excise taxes imposed by Section 4975 of the Code; and                   

(iii) such  entities,  since they are exempt from federal  income       
taxation,                                                                       
will be unable to take full advantage of the tax benefits, if any,      
generated                                                                       
by the Partnership.                                                     

See "RISK  FACTORS--Federal  Income  Tax Risks and ERISA  Matters  --           
Unrelated                                                                       
Business  Income,"  "FEDERAL  INCOME TAX  CONSEQUENCES  --  Taxation of         
Employee                                                                        
Benefit Plans and Other Tax-Exempt  Organizations"  and "INVESTMENT BY          
QUALIFIED                                                                       
PLANS."                                                                         

A  Fiduciary  or  Investment  Manager (as such terms are defined in     
Sections                                                                        
3(21)  and  3(38)  of  ERISA,  respectively)  of a  Qualified  Plan  or IRA     
or a                                                                            
fiduciary  of another  tax-exempt  organization  should  consider  all risks    
and                                                                             
investment  concerns,  including  those  unrelated  to  tax  considerations,    
in                                                                              
deciding   whether  an  investment  in  the   Partnership  is  appropriate      
and                                                                             
economically advantageous for a Qualified Plan or other tax-exempt              
organization.                                                                   
See "RISK FACTORS,"  "INVESTMENT  OBJECTIVES AND POLICIES,"  "FEDERAL INCOME    
TAX                                                                             
CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS."                              

Although the General  Partner  believes  that Units may  represent      
suitable                                                                        
investments for individuals,  Qualified Plans,  IRAs and many different types   
of                                                                              
entities,  Units may not be suitable  investments  for such  entities due to    
tax                                                                             
rules of particular application to certain types of entities.  (For example,    
the                                                                             
General Partner believes that Units will generally not be a suitable            
investment                                                                      
for charitable remainder trusts.) Furthermore, the foregoing standards          
represent                                                                       
minimum  requirements,  and a Person's satisfaction of such standards alone     
does                                                                            
not mean  that an  investment  in the  Partnership  would be  suitable  for     
such                                                                            
Person.  A prospective  investor  should  consult his personal tax and          
financial                                                                       
advisors  to  determine  whether  an  investment  in the  Partnership  would    
be                                                                              
advantageous in light of his particular situation.                              

 Transfer.  Units are subject to substantial transfer restrictions and may
be                                                                              
transferred only under certain  circumstances and subject to certain            
conditions                                                                      
(see "TRANSFER OF UNITS -- Restrictions of Transfer of Units"), including,      
among                                                                           
others,  that  Units may be sold only to an  Assignee  who meets all            
applicable                                                                      
suitability  standards and any Limited Partner making an Assignment of Units    
may                                                                             
also become subject to the securities laws of the state or other jurisdiction   
in                                                                              
which the transfers are deemed to take place. Furthermore,  following a         
transfer                                                                        
of less than all of the Units owned by any Limited Partner, each Limited        
Partner                                                                         
must  generally  retain a  sufficient  number of Units to  satisfy  the         
minimum                                                                         
investment  standards  applicable to such Limited  Partner's initial purchase   
of                                                                              
Units.  In the  case of a  transfer  in  which  a  member  firm of the          
National                                                                        
Association of Securities Dealers, Inc. ("NASD") is involved,  such firm must   
be                                                                              
satisfied  that  a  proposed   Assignee  of  Units   satisfies  the             
suitability                                                                     
requirements as to financial position and net worth specified in Section 3(b)   
of                                                                              
Appendix F to the NASD's  Rules of Fair  Practice  and must inform the          
proposed                                                                        
Assignee of all pertinent facts relating to the liquidity and  marketability    
of                                                                              
the Units during the term of any investment therein.                            

Subscriber Representations                                                      

By  signing  and  initialling  the  blocks  provided  in  Section  5 of 
the                                                                             
Subscription   Agreement  and  paying  for  Units,   each  investor   makes     
the                                                                             
representations  contained  such  Section 5 (except as provided to the          
contrary                                                                        
therein) and will be bound by all the terms thereof. In addition,  each         
investor                                                                        
acknowledges in his  Subscription  Agreement that his subscription is subject   
to                                                                              
acceptance by the General Partner,  in its sole discretion,  and may be         
rejected                                                                        
in whole or in part for any reason.                                             

The  representations  made by each  subscriber  (except  for  certain of
the                                                                             
representations  which may not be made by the  residents  of  certain  states   
as                                                                              
noted  on  such  Page  C-4)  are set  forth  on page  C-3 of  Exhibit  C to     
this                                                                            
Prospectus and confirm that each subscriber signing the Subscription            
Agreement:                                                                      
(i)  has  received  a  copy  of the  Prospectus;  (ii)  has  read  the          
"General                                                                        
Instructions"  (on  Page  C-2)  of the  Subscription  Agreement;  (iii)  that   
an                                                                              
investment  in Units is not liquid;  and (iv) that the General  Partner may     
rely                                                                            
upon the  accuracy of the  factual  data  concerning  such  subscriber  which   
is                                                                              
contained in the Subscription Agreement (including, without limitation, that    
(A)                                                                             
if such investor is an IRA, Qualified Plan or other Benefit Plan, has           
accurately                                                                      
identified  itself as such;  (B) has accurately  identified  himself as         
either a                                                                        
U.S.  Citizen or non-U.S.  Citizen (i.e., as determined in the manner           
described                                                                       
under "Citizenship"  below) and (C) has accurately reported his federal         
taxpayer                                                                        
identification number and is not subject to backup withholding of federal       
income                                                                          
taxes).  Specifically,  by  representing  whether he is a United States         
Citizen,                                                                        
Resident Alien or resident of another country, each subscriber will be deemed   
to                                                                              
have  made a  representation  as to  whether  he is or is not a  "United        
States                                                                          
Person" as  defined  in  Section  7710(a)(30)  of the Code.  In  addition,      
each                                                                            
subscriber appoints the General Partner as his true and lawful                  
attorney-in-fact                                                                
to execute  such  documents  (including  the  Partnership  Agreement)  as may   
be                                                                              
required for the such subscriber's admission as a Limited Partner.              

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The  Partnership  will  require  such  representations  to be  made  by 
each                                                                            
subscriber in order to assist NASD-registered  securities sales                 
representatives,                                                                
Selling  Dealers and the  Dealer-Manager  to determine  whether an investment   
in                                                                              
Units is suitable for such  subscriber.  The General  Partner will rely upon    
the                                                                             
accuracy and completeness of the subscriber's  representations in complying     
with                                                                            
its  obligations  under  applicable  state and federal  securities  laws and    
may                                                                             
assert such  representations  as a defense against the subscribers or           
securities                                                                      
regulatory agencies.                                                            

Each subscriber is also instructed on Page C-2 of the Subscription      
Agreement                                                                       
that:  (a) no offer to sell Units may be made except by means of the            
Prospectus                                                                      
and,  consequently,  (b) SUBSCRIBERS SHOULD NOT RELY UPON ANY ORAL STATEMENTS   
BY                                                                              
ANY PERSON, OR UPON ANY WRITTEN INFORMATION OTHER THAN AS SPECIFICALLY SET      
FORTH                                                                           
IN THE PROSPECTUS AND SUPPLEMENTS  THERETO OR IN PROMOTIONAL  BROCHURES         
CLEARLY                                                                         
MARKED AS BEING  PREPARED AND  AUTHORIZED BY THE GENERAL  PARTNER,  ICON        
CAPITAL                                                                         
CORP., OR BY THE  DEALER-MANAGER,  ICON SECURITIES  CORP., FOR USE IN           
CONNECTION                                                                      
WITH OFFERING OF UNITS TO THE GENERAL  PUBLIC BY MEANS OF THE  PROSPECTUS.      
Each                                                                            
subscriber  is  hereby  further  advised  that an  investment  in  Units  of    
the                                                                             
Partnership  involves certain risks including,  without limitation,  the        
matters                                                                         
set forth in this Prospectus  under the captions "Risk  Factors",  "Conflicts   
of                                                                              
Interest",  "Management"  and "Income Tax  Considerations."  Each  subscriber   
is                                                                              
hereby  advised that the  representations  set forth herein do not              
constitute a                                                                    
waiver of any of such subscriber's rights under the Delaware Limited            
Partnership                                                                     
Act and applicable  federal and state securities laws. Each subscriber is       
hereby                                                                          
instructed  that:  (a) the Units are  subject  to  substantial  restrictions    
on                                                                              
transferability;  (b) there will be no public  market for the Units;  and (c)   
it                                                                              
may not be possible for  subscriber to readily  liquidate his  investment in    
the                                                                             
Partnership, if at all, even in the event of an emergency. Any transfer of      
Units                                                                           
is subject to the General  Partner's  approval and must comply with the terms   
of                                                                              
Section  10 of the  Partnership  Agreement.  In  particular,  any  purchaser    
or                                                                              
transferee  must  satisfy  the  minimum  investment  and  investor              
suitability                                                                     
standards  for his  domiciliary  state.  See "INVESTOR  SUITABILITY  AND        
MINIMUM                                                                         
INVESTMENT  REQUIREMENTS;  SUBSCRIPTION  PROCEDURES".  Various  states  may     
also                                                                            
impose more  stringent  standards than the general  requirements.  See          
"INVESTOR                                                                       
SUITABILITY AND MINIMUM INVESTMENT  REQUIREMENTS;  SUBSCRIPTION  PROCEDURES."   
In                                                                              
addition,  the State of  California  has  additional  transfer  requirements    
as                                                                              
summarized in the following legend:                                             

"IT IS  UNLAWFUL TO  CONSUMMATE  A SALE OR  TRANSFER  OF THIS  SECURITY,  OR    
ANY                                                                             
INTEREST THEREIN,  OR TO RECEIVE ANY CONSIDERATION  THEREFOR,  WITHOUT THE      
PRIOR                                                                           
WRITTEN CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF            
CALIFORNIA,                                                                     
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."                               

Each subscriber's  acknowledgement  that he has received this Prospectus
and                                                                             
the instruction that he should rely on no information  other than that          
contained                                                                       
in this  Prospectus,  are required in order that the General Partner may make   
an                                                                              
informed  judgment  as to whether it should  accept such  subscriber's  offer   
to                                                                              
subscribe for Units. The General Partner recognizes that in the sales process   
of                                                                              
this Offering a potential  subscriber will usually discuss the Partnership      
with                                                                            
his   registered   representative.   It  is  possible  that  a  subscriber      
may                                                                             
misunderstand what he is told or that someone might tell him something          
different                                                                       
from,   or  contrary  to,  the   information   contained  in  this              
Prospectus.                                                                     
Additionally,  a subscriber  might be relying on something he read or heard     
from                                                                            
sources  for which the  neither the  Dealer-Manager  nor the General  Partner   
is                                                                              
responsible,  over which they have no control and which contradicts the data    
and                                                                             
information  contained in this  Prospectus.  If a  subscriber  becomes a        
Limited                                                                         
Partner  and later makes  claims  against the  Partnership,  the Dealer         
Manager                                                                         
and/or the General  Partner  alleging  that he did not receive a Prospectus     
for                                                                             
this  Offering  or that  although he did  receive a  Prospectus,  he relied     
upon                                                                            
information that is contradictory to that disclosed in this Prospectus, then    
the                                                                             
Partnership,  the Dealer Manager and the General  Partner  anticipate  that     
they                                                                            
will  rely upon the  acknowledgement  and  receipt  of this  Prospectus  and    
the                                                                             
instruction  concerning  non-reliance  on any offering  material other than     
this                                                                            
Prospectus as evidence that such subscriber  did, in fact,  receive a           
Prospectus                                                                      
and that such subscriber was properly  notified that he should not rely upon    
any                                                                             
information other than the information disclosed in this Prospectus.            

The General Instructions on Page C-2 also ask a potential investor to   
review                                                                          
the disclosure in this Prospectus concerning certain conflicts of interest      
faced                                                                           
by the  Partnership's  management and certain risks involved in an investment   
in                                                                              
the  Partnership and that any federal income tax benefits which may be          
available                                                                       
as a result of such  purchase  may be  adversely  affected  as set forth in     
this                                                                            
Prospectus   under  the  captions  "Risk  Factors,"   "Conflicts  of            
Interest,"                                                                      
"Management" and "Income Tax Considerations". Such instruction has been         
included                                                                        
because,  since the investment involves inherent conflicts of interest and      
risks                                                                           
as disclosed in this Prospectus,  the General Partner does not intend to        
admit a                                                                         
subscriber  as a Limited  Partner  unless  it has  reason  to  believe  that    
the                                                                             
investor is aware of the risks  involved with an investment in the              
Partnership.                                                                    
If a subscriber  becomes a Limited  Partner and later makes  claims  against    
the                                                                             
Partnership, the Dealer Manager and/or the General Partner to the effect that   
he                                                                              
was not aware that an investment in the Partnership  involved the inherent      
risks                                                                           
described  in this  Prospectus,  the  Partnership,  the Dealer  Manager  and    
the                                                                             
General Partner anticipate that they will rely upon this instruction as         
evidence                                                                        
that  such  subscriber  had been  aware of the  degree of risks  involved  in   
an                                                                              
investment in the Partnership for the reasons set forth in this Prospectus      
under                                                                           
"Risk Factors."                                                                 

Each  Selling  Dealer  must  countersign  each  Subscription  Agreement 
for                                                                             
subscribers  solicited by such firm.  By such  signature,  each  Selling        
Dealer                                                                          
selling Units to a subscriber  certifies that it has obtained  information      
from                                                                            
the  subscriber  sufficient to enable it to determine  that the  subscriber     
has                                                                             
satisfied the suitability  standards named thereon.  Since the Partnership,     
the                                                                             
Dealer  Manager and the General  Partner  will not have had the  opportunity    
to                                                                              
obtain such information  directly from the subscriber,  the General Partner     
will                                                                            
rely on such  representation so as to determine whether to admit a subscriber   
to                                                                              
the Partnership as a Limited Partner.  If a subscriber becomes a Limited        
Partner                                                                         
and later makes claims  against the  Partnership,  the Dealer Manager and/or    
the                                                                             
General  Partner  alleging  that  the  Units  sold to him  were  not a          
suitable                                                                        
investment for him because he did not meet the financial  requirements          
contained                                                                       
in the investor suitability standards,  the Partnership,  the Dealer Manager    
and                                                                             
the General Partner  anticipate that they will rely upon such  representation   
as                                                                              
evidence that such subscriber met such financial requirements.                  

The  representation  that a  subscriber  has  agreed  to all the  terms 
and                                                                             
conditions of the Partnership Agreement is necessary because the General        
Partner                                                                         
and each Limited Partner are bound by all of the terms and conditions  there    
of,                                                                             
notwithstanding  that the Limited  Partners do not actually sign the            
Partnership                                                                     
Agreement.  Since  the  Partnership  Agreement  is not  actually  signed by     
each                                                                            
subscriber  but  pursuant  to powers of  attorney  granted  in the              
Subscription                                                                    
Agreement,  the General Partner thereby obligates each subscriber to each of    
the                                                                             
terms and conditions of the  Partnership  Agreement.  If a subscriber           
becomes a                                                                       
Limited  Partner and later makes  claims  against  the  Partnership,  the       
Dealer                                                                          
Manager  and/or the General  Partner that he did not agree to be bound by all   
of                                                                              
the  terms  of  the  Partnership  Agreement  and  the  Deposit  Agreement,      
the                                                                             
Partnership,  the Dealer Manager and the General  Partner  anticipate  that     
they                                                                            
will rely upon such  representation and the power of attorney as evidence of    
the                                                                             
subscriber's agreement to be bound by all the terms of such agreement.          

Citizenship                                                                     

Federal law restricts the extent to which  aircraft and marine vessels  
which                                                                           
are to be  registered in the United States may be owned or controlled by        
Persons                                                                         
who are not United States Citizens. For these purposes, "United States          
Citizens"                                                                       
is defined to include (i)  individuals  who are citizens of the United States   
or                                                                              
one of its possessions, (ii) partnerships in which each partner is an           
individual                                                                      
who is a citizen of the United States,  in the case of aircraft,  or in which   
at                                                                              
least 75% of the  equity in the  partnership  is held by  citizen  of the       
United                                                                          
States,  in the case of vessels,  (iii) certain trusts the trustees of which    
are                                                                             
citizens of the United States  (provided that, in the case of aircraft,         
persons                                                                         
who are not citizens of the United States or resident aliens do not possess     
more                                                                            
than 35% of the aggregate power to direct or remove the trustee, and in the     
case                                                                            
of vessels,  each of the  beneficiaries  of the trust is a citizen of the       
United                                                                          
States), and (iv) domestic corporations of which the president (and the         
chairman                                                                        
of the board of directors, in the case of vessels) and two-thirds or more of    
the                                                                             
members of the board of directors  and other  managing  officers are citizens   
of                                                                              
the United  States and in which at least 75% of the voting  interest (or, in    
the                                                                             
case of certain  vessels,  a majority voting interest) is owned or controlled   
by                                                                              
Persons who are citizens of the United States.                                  

As a consequence of those rules,  the Partnership may cause title to    
certain                                                                         
aircraft and vessels to be held by a trust of which the  Partnership is the     
sole                                                                            
beneficiary or by a limited  partnership  beneficially owned by the             
Partnership.                                                                    
See "RISK FACTORS -- Business  Risks - Risk of Loss of Equipment                
Registration."                                                                  
In addition,  each investor will be required to represent and warrant whether   
or                                                                              
not the investor is a United States Citizen,  and subscriptions will be         
accepted                                                                        
from only a limited  number of Persons who are not United States  Citizens.     
See                                                                             
"PLAN OF  DISTRIBUTION -- Offering of Units." The General Partner will not      
admit                                                                           
a non-United  States Citizen as if such admission  would result in the          
potential                                                                       
invalidation of Equipment registration.  See "RISK FACTORS -- General --        
Limited                                                                         
Transferability of Units."                                                      

Special Limit on Ownership of Units by Benefit Plans                            

To  avoid  classification  of  a  pro  rata  portion  of  the           
Partnership's                                                                   
underlying  assets  as  "plan  assets"  of  investors  which  are  benefit      
plan                                                                            
investors, the Partnership intends to restrict the ownership of Units by        
benefit                                                                         
plan investors to less than 25% of the total value of  outstanding  Units at    
all                                                                             
times. (See "INVESTMENT BY QUALIFIED PLANS -- Plan Assets.")                    

Minimum Investment and Suitability Standards                                    

Each Selling Dealer Agreement and the Dealer-Manager Agreement each     
requires                                                                        
that the  broker-dealer  selling Units in the Partnership make diligent         
inquiry,                                                                        
as required by law, of each prospective investor to determine whether a         
purchase                                                                        
of Units is suitable  for such Person in light of his  circumstances  and, if   
so                                                                              
and upon  receipt of a  subscription  for Units,  to  promptly  transmit  to    
the                                                                             
General  Partner  all  Subscription   Monies  and  duly  executed               
Subscription                                                                    
Agreements and related documents received by them.                              

To demonstrate that its registered representative has complied with     
Sections                                                                        
3(b) and 4(d) of Appendix F of Article III, Section 34 of the NASD Rules of     
Fair                                                                            
Practice in connection  with the offering of Units to an investor,  each        
Selling                                                                         
Dealer is required to countersign each Subscription  Agreement  solicited by    
its                                                                             
registered  representative  to confirm that such Selling  Dealer had            
reasonable                                                                      
grounds to believe (based on information  requested from the investor           
concerning                                                                      
investment objectives, other investments, financial situation and needs, as     
well                                                                            
as any other information known to such registered  representative)  that (i)    
the                                                                             
proposed investment in the Partnership is suitable for such investor,  (ii)     
such                                                                            
Selling  Dealer  or  registered  representative  had  delivered  a copy  of     
this                                                                            
Prospectus  to the  investor  at the  time of or prior  to  solicitation  of    
the                                                                             
subscription,  (iii)  such  Selling  Dealer  or  registered  representative     
has                                                                             
informed  the  investor  of the  lack  of  liquidity  and  marketability  of    
the                                                                             
investment  and  (4)  such  Selling  Dealer  or  registered  representative     
has                                                                             
confirmed  that the  investor's  signature or the  signature  of the            
authorized                                                                      
Person appears on the subscribing document where required.                      

How to Subscribe                                                                

An  investor  who  meets  the  suitability  standards  set  forth  above
may                                                                             
subscribe to acquire Units. Subscribers must personally execute the             
Subscription                                                                    
Agreement  and  deliver to a  securities  sales  representative  a check for    
all                                                                             
Subscription  Monies payable in connection with such subscription,  made        
payable                                                                         
as provided in the next paragraph,  in order to subscribe for Units. In the     
case                                                                            
of IRA, SEP and Keogh plan owners,  both such owners and the plan  fiduciary    
(if                                                                             
any) must sign the Subscription  Agreement. In the case of donor trusts or      
other                                                                           
trusts  in  which  the  donor  is  the  fiduciary,  such  donor  must  sign     
the                                                                             
subscription  agreement.  In the case of other  fiduciary  accounts in which    
the                                                                             
donor neither  exercises  control over,  nor is a fiduciary,  the plan          
fiduciary                                                                       
alone may sign the Subscription Agreement.                                      

Until subscriptions for 50,000 Units are received by the Partnership,   
checks                                                                          
for the payment of  Subscription  Monies  should be made payable to "The Bank   
of                                                                              
New York (NJ) -- ICON L.P.  Seven  Escrow  Account" for deposit into such       
Escrow                                                                          
Account.  After the Initial Closing Date, checks for the payment of             
Subscription                                                                    
Monies  should  be  made  payable  to  "ICON  Cash  Flow  Partners  L.P.        
Seven                                                                           
Subscription Account" for deposit into a Qualified Subscription Account.        

The General Partner will promptly review,  and accept or reject (in its 
sole                                                                            
and absolute discretion),  each subscription.  Investors whose subscriptions    
are                                                                             
accepted by the General Partner will receive prompt written confirmation of     
such                                                                            
acceptance from the General Partner or its agents.                              

The General Partner and any Affiliate of the General Partner and the    
Selling                                                                         
Dealers (and their  respective  officers and employees) will have the right,    
but                                                                             
not the  obligation,  to subscribe for and purchase  Units for their own        
account                                                                         
for investment  purposes,  subject to the terms and conditions contained        
herein,                                                                         
including  purchases of Units on or before the Initial Closing Date,  which     
will                                                                            
count,  to the  extent of 600  Units,  toward  the  achievement  of the         
Minimum                                                                         
Offering.  All Units  purchased by such  parties  will be  purchased  solely    
for                                                                             
investment  purposes and not with a present view towards resale or              
distribution.                                                                   
The General  Partner  and its  Affiliates  (and their  respective  officers     
and                                                                             
employees) may not purchase more than ten (10%) percent of all Units            
subscribed                                                                      
for by all non-Affiliated Persons.                                              

The  NASD's  Rules of Fair  Practice  require  that any member of, or   
Person                                                                          
associated with, the  Dealer-Manager  or a Selling Dealer who sells or offers   
to                                                                              
sell Units  must make  every  reasonable  effort to assure  that such           
potential                                                                       
subscriber is a suitable investor for a Partnership  investment in light of     
such                                                                            
subscriber's age, education level, knowledge of investments, need for           
liquidity,                                                                      
net worth and other pertinent  factors and further  requires each selling       
broker                                                                          
and each  subscriber to make such  determination  of  suitability.  The State   
of                                                                              
Maine requires us to inform you that the  Dealer-Manager and each Person        
selling                                                                         
Units cannot rely upon  representations  made by a subscriber in a              
Subscription                                                                    
Agreement alone in making a  determination  of the suitability of the           
investment                                                                      
for such subscriber.                                                            

Admission of Partners; Closings                                                 

Subscribers  will be admitted to the  Partnership as Limited  Partners, 
and                                                                             
will for all  purposes  of this  Agreement  become  and be  treated  as         
Limited                                                                         
Partners,  as of the first day immediately following the Initial Closing Date   
or                                                                              
the  Final  Closing  Date  or as of the  first  day of the  Segment             
immediately                                                                     
following any subsequent  Closing Date (other than the Final Closing  Date),    
as                                                                              
the case may be, next  following the  acceptance of their  subscriptions  by    
the                                                                             
General  Partner  and the  receipt by the  General  Partner of all              
Subscription                                                                    
Monies payable in connection  therewith.  Upon the  determination by the        
General                                                                         
Partner that the Minimum  Offering has been achieved,  the General  Partner     
will                                                                            
set the Initial Closing Date.  Following the Initial Closing Date, a Closing    
may                                                                             
be held on the last day of any Segment  (or, if such day is not a business      
day,                                                                            
on the next preceding  business day),  provided that no Closing will be         
required                                                                        
to be held on such last day of any Segment (or the next preceding  business     
day)                                                                            
if the number of Units  subscribed for but as to which the subscribers  have    
not                                                                             
been  admitted  to the  Partnership  as  Limited  Partners  as of  such  date   
is                                                                              
insufficient,  in the sole and absolute  discretion of the General  Partner,    
to                                                                              
justify  the  administrative  burden  and  expense  of  holding a  Closing,     
and                                                                             
provided,  further,  that the Final  Closing  Date may, in the sole and         
absolute                                                                        
discretion of the General Partner, be held on a day other than the last day     
of a                                                                            
Segment, as promptly as practicable after the Termination Date.                 

SALES MATERIAL  

In addition to and apart from this Prospectus,  the Partnership will    
utilize                                                                         
certain sales material in connection  with the offering of Units.  This         
material                                                                        
may include reports  describing the General Partner and its Affiliates,         
summary                                                                         
descriptions  of  Investments  (including,   without  limitation,   pictures    
of                                                                              
Equipment or facilities of Lessees), materials discussing the Prior Programs    
and                                                                             
a  brochure  and  audio-visual  materials  or taped  presentations              
highlighting                                                                    
various  features of this Offering.  The General  Partner and its Affiliates    
may                                                                             
also  respond  to  specific  questions  from  Selling  Dealers  and             
prospective                                                                     
investors.  Business reply cards,  introductory letters or similar materials    
may                                                                             
be sent to Selling Dealers for customer use, and other  information  relating   
to                                                                              
this Offering may be made  available to Selling  Dealers for their internal     
use.                                                                            
However,  this  Offering  is made  only by means of this  Prospectus.  Except   
as                                                                              
described  herein or in Supplements  hereto,  the Partnership has not           
authorized                                                                      
the use of other sales materials in connection with this Offering.  Although    
the                                                                             
information  contained  in such  material  does  not  conflict  with  any of    
the                                                                             
information  contained in this Prospectus,  such material does not purport to   
be                                                                              
complete  and  should  not be  considered  as a part of this  Prospectus  or    
the                                                                             
Registration Statement of which this Prospectus is a part, or as incorporated   
in                                                                              
this  Prospectus  or the  Registration  Statement by reference or as forming    
the                                                                             
basis of this Offering of the Units described herein.                           

No  dealer,  salesman  or  other  Person  has  been  authorized  to give
any                                                                             
information or to make any  representations  other than those  contained in     
this                                                                            
Prospectus or in Supplements  hereto or in supplemental  sales literature       
issued                                                                          
by the Partnership  and described in this  Prospectus or in Supplements         
hereto,                                                                         
and, if given or made, such  information or  representations  must not be       
relied                                                                          
upon. This Prospectus does not constitute an offer to sell, or a solicitation   
of                                                                              
an offer to buy, any securities  other than the Units to which it relates or    
any                                                                             
of such Units to any Person in any  jurisdiction  in which such  solicitation   
is                                                                              
unlawful.  The delivery of this  Prospectus  at any time does not imply that    
the                                                                             
information contained herein is correct as of any time subsequent to its date.  

 LEGAL MATTERS

The legality of the securities  offered hereby and the tax matters set  
forth                                                                           
under "Federal Income Tax Consequences"  will be passed upon for the            
Partnership                                                                     
by Whitman Breed Abbott & Morgan, New York, New York.                           

 EXPERTS

The audited  balance sheet of ICON Cash Flow Partners L.P.  Seven as of 
June                                                                            
28, 1995 and the audited consolidated financial statements of ICON Capital      
Corp.                                                                           
and  subsidiaries  as of March 31,  1995 and 1994 and for each of the years     
then                                                                            
ended,  have been  included  herein in  reliance  upon the  reports of KPMG     
Peat                                                                            
Marwick LLP,  independent  certified  public  accountants,  appearing           
elsewhere                                                                       
herein, upon the authority of said firm as experts in accounting and auditing.  

ADDITIONAL INFORMATION  

A  Registration  Statement  under the Securities Act has been filed with
the                                                                             
Securities  and  Exchange  Commission,  Washington,  D.C.,  with  respect to    
the                                                                             
securities  offered  hereby.  This  Prospectus,   which  forms  a  part  of     
the                                                                             
Registration  Statement  filed  with the  Securities  and  Exchange             
Commission,                                                                     
contains  information  concerning  the  Partnership  and  includes a copy of    
the                                                                             
Limited  Partnership  Agreement to be utilized by the Partnership,  but does    
not                                                                             
contain all the information set forth in the Registration Statement and         
exhibits                                                                        
thereto.  The information omitted may be examined at the principal office of    
the                                                                             
Commission located at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549,        
without                                                                         
charge,  and copies thereof may be obtained from such office upon payment of    
the                                                                             
fee prescribed by the Rules and Regulations of the Commission.                  

TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS  

Exhibit B contains  prior  performance  and investment  information  for
the                                                                             
General Partner's previous publicly-offered  income-oriented programs, ICON     
Cash                                                                            
Flow Partners,  L.P.,  Series A, ICON Cash Flow Partners,  L.P.,  Series B,     
ICON                                                                            
Cash Flow Partners,  L.P.,  Series C, ICON Cash Flow Partners,  L.P.,  Series   
D,                                                                              
ICON Cash Flow  Partners,  L.P.,  Series E and ICON Cash Flow  Partners L.P.    
Six                                                                             
(the "Prior Public Programs").  Table I through V of Exhibit B contain          
unaudited                                                                       
information  relating to such Prior  Public  Programs  and their  experience    
in                                                                              
raising and investing funds and to the compensation  paid to the General        
Partner                                                                         
and its Affiliates by, the operating  results of, and sales or  dispositions    
of                                                                              
investments by, such Prior Public  Programs.  PURCHASERS OF THE UNITS OFFERED   
BY                                                                              
THIS  PROSPECTUS  WILL NOT ACQUIRE ANY OWNERSHIP IN INTEREST IN ANY OF THE      
PRIOR                                                                           
PUBLIC  PROGRAMS  AND  SHOULD NOT  ASSUME  THAT THE  RESULTS OF ANY OF THE      
PRIOR                                                                           
PUBLIC  PROGRAMS WILL BE INDICATIVE  OF THE FUTURE  RESULTS OF THE              
PARTNERSHIP.                                                                    
MOREOVER,  THE  OPERATING  RESULTS FOR THE PRIOR PUBLIC  PROGRAMS  SHOULD NOT   
BE                                                                              
CONSIDERED  INDICATIVE  OF FUTURE  RESULTS OF THE PRIOR  PUBLIC  PROGRAMS NOR   
OF                                                                              
WHETHER THE PRIOR PUBLIC PROGRAMS WILL ACHIEVE THEIR INVESTMENT OBJECTIVES      
WHICH                                                                           
WILL IN LARGE PART DEPEND ON FACTS WHICH CANNOT NOW BE DETERMINED, INCLUDING    
THE                                                                             
RESIDUAL VALUE OF EQUIPMENT HELD BY SUCH PRIOR PUBLIC PROGRAMS.                 

FINANCIAL STATEMENTS  

The audited  balance sheet of ICON Cash Flow Partners L.P.  Seven as of 
June                                                                            
28, 1995, the audited  consolidated  financial  statements of ICON Capital      
Corp.                                                                           
and  subsidiaries  as of March 31,  1995 and 1994 and for each of the years     
then                                                                            
ended and the unaudited  consolidated  balance  sheet of ICON Capital Corp.     
and                                                                             
subsidiaries  as of June  30,  1995 are  included  herein.  Notwithstanding     
the                                                                             
inclusion of the General Partner's consolidated financial statements,           
purchasers                                                                      
of the Units offered hereby should be aware that they are not thereby           
purchasing                                                                      
an interest in ICON Capital Corp. and  subsidiaries  or in any of its           
Affiliates                                                                      
or in any Prior Public Program.                                                 

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 Index to Financial Statements

ICON Cash Flow Partners L.P. Seven                                          Page
----------------------------------                                          ----

Financial Statements - March 31, 1998 (unaudited)                               
and December 31, 1997                                                 

Balance Sheets at March 31, 1998 and December 31, 1997        
         Statements of Operations  for the Three Months Ended March 31, 1998 and
1997                                                          
Statements of Changes in Partners' Equity for the Three Months
           Ended March 31, 1998,  the Years Ended December 31, 1997 and 1996 and
      the Period May 23, 1995 (date of inception) to December 31, 1995
    Statements of Cash Flows for the Three Months Ended March 31, 1998
and 1997                                                  
Notes to Financial Statements                                 

General Partner's Discussion and Analysis of Financial                          
Condition and Results of Operations                                   

Financial Statements - December 31, 1997 and 1996                               

Independent Auditors' Report                                  
Balance Sheets at December 31, 1997 and 1996                  
Statements of Operations for the Years Ended                  
           December  31,  1997 and 1996 and the  Period  May 23,  1995  (date of
inception) to December 31, 1995                           
         Statements of Changes in Partners'  Equity for the Years Ended December
           31, 1997 and 1996 and the Period May 23, 1995 (date of  inception) to
December 31, 1995                                         
         Statements of Cash Flow for the Years Ended  December 31, 1997 and 1996
          and the Period May 23, 1995 (date of inception) to December 31, 1995
Notes to Financial Statements                                 

General Partner's Discussion and Analysis of Financial                          
Condition and Results of Operations                                   

ICON Capital Corp.                                                              
------------------                                                              

Financial Statements - March 31, 1998 and 1997                                  

Independent  Auditors' Report                                 
Balance Sheets at March 31, 1998 and 1997                     
Statements of Income for the Years Ended March 31, 1998       
and 1997                                                  
Statements of Changes in Stockholders' Equity for the Years   
Ended March 31, 1998 and 1997                             
Statements of Cash Flows for the Years Ended March 31, 1998   
and 1997                                                  
Notes to Financial Statements                                 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Financial Statements

March 31, 1998

 (unaudited)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets

 (unaudited)

                                                                [Download Table]

                                                        March 31,   December 31, 
                                                          1998         1997      
                                                          ----         ----      
                                                                                 
Assets                                                                           
------                                                                           

Cash                                                  $  6,488,653  $  4,516,385 
                                                      ------------  ------------ 

Investment in finance leases                                                     
   Minimum rents receivable                            113,621,677    89,824,617 
   Estimated unguaranteed residual values               66,288,713    33,168,213 
   Initial direct costs                                  4,144,131     2,851,751 
   Unearned income                                     (38,921,741)  (23,581,783)
   Allowance for doubtful accounts                        (300,000)     (155,000)
                                                      ------------  ------------ 

                                                       144,832,780   102,107,798 
                                                       -----------   ----------- 

Investment in estimated unguaranteed residual values    26,531,664    26,531,664 
                                                      ------------  ------------ 

Net investment in leveraged leases                      11,496,061    11,146,488 
                                                      ------------  ------------ 

Equity investment in joint ventures                      1,872,396     1,828,453 
                                                      ------------  ------------ 

Investment in financings                                                         
   Receivables due in installments                         894,646       906,283 
   Initial direct costs                                     16,155        16,480 
   Unearned income                                        (194,991)     (197,918)
   Allowance for doubtful accounts                         (27,222)      (22,222)
                                                      ------------  ------------ 

                                                           688,588       702,623 
                                                      ------------  ------------ 

Other assets                                               756,146     1,046,031 
                                                      ------------  ------------ 

Total assets                                          $192,666,288  $147,879,442 
                                                      ============  ============ 

                                                         (continued on next page)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets (Continued)

 (unaudited)

                                                                [Download Table]

                                                         March 31,    December 31, 
                                                           1998          1997      
                                                           ----          ----      

                                                                                   
       Liabilities and Partners' Equity                                            
       --------------------------------                                            

Notes payable - non-recourse                            $121,512,203  $ 90,575,890 
Note payable - recourse                                   10,075,000    10,075,000 
Accounts payable-equipment                                 1,685,320     1,011,196 
Accounts payable - General Partner and affiliates, net            --        28,150 
Accounts payable - other                                     470,820       238,586 
Security deposits and deferred credits                        97,114        29,162 
Minority interest in joint venture                            21,452        20,335 
                                                        ------------  ------------ 
                                                         133,861,909   101,978,319 
                                                        ------------  ------------ 

Commitments and Contingencies                                                      

Partners' equity (deficiency)                                                      
   General Partner                                           (36,885)      (23,323)
   Limited partners (727,819.86 and 559,842.19  units                              
     outstanding, $100 per unit original                                           
     issue price in 1998 and 1997, respectively)          58,841,264    45,924,446 
                                                        ------------  ------------ 

     Total partners' equity                               58,804,379    45,901,123 
                                                        ------------  ------------ 

Total liabilities and partners' equity                  $192,666,288  $147,879,442 
                                                        ============  ============ 

See accompanying notes to financial statements.                                 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Statements of Operations
For the Three Months Ended March 31,

 (unaudited)

                                                                [Download Table]

                                                     1998        1997    
                                                     ----        ----    

                                                                         
Revenues                                                                 

   Finance income                                  $2,564,902  $1,099,525
   Income from leveraged leases, net                  344,909     380,630
   Income from equity investment in joint venture      93,533      20,808
   Interest income and other                           92,819      24,165
   Net gain on sales or remarketing of equipment           --      32,891
                                                   ----------  ----------

   Total revenues                                   3,096,163   1,558,019
                                                   ----------  ----------

Expenses                                                                 

   Interest                                         1,531,238     574,541
   Management fees - General Partner                  478,301     357,477
   Amortization of initial direct costs               423,326     310,609
   Administrative expense                                                
     reimbursements - General Partner                 207,548     151,194
   Provision for bad debts                            150,000          --
   General and administrative                          57,235      37,561
   Minority interest in joint venture                   1,116       1,094
                                                   ----------  ----------

   Total expenses                                   2,848,764   1,432,476
                                                   ----------  ----------

Net income                                         $  247,399  $  125,543
                                                   ==========  ==========

Net income allocable to:                                                 
   Limited partners                                $  244,925  $  124,288
   General Partner                                      2,474       1,255
                                                   ----------  ----------

                                                   $  247,399  $  125,543
                                                   ==========  ==========

Weighted average number of limited                                       
   partnership units outstanding                      680,272     314,146
                                                   ==========  ==========

Net income per weighted average                                          
   limited partnership unit                        $      .36  $      .40
                                                   ==========  ==========

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity

 For the Three Months Ended March 31, 1998, the Year Ended
 December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995

 (unaudited)

                                                        [Enlarge/Download Table]

                              Limited Partner Distributions                                        
                              -----------------------------                                        

                                 Return of    Investment       Limited      General                
                                  Capital       Income        Partners      Partner       Total    
                                  -------       ------        --------      -------       -----    
                                (Per weighted average unit)                                        

                                                                                                   
Initial partners'                                                                                  
   capital contribution                                                                            
   - May 23, 1995                                            $      1,000  $    1,000  $     2,000 
                                                             ------------  ----------  ----------- 

Balance at                                                                                         
   December 31, 1995                                                1,000       1,000        2,000 

Refund of initial                                                                                  
   limited partners'                                                                               
   capital contribution                                            (1,000)         --       (1,000)

Proceeds from issuance                                                                             
   of limited partnership                                                                          
   units (275,540.47 units)                                    27,554,047          --   27,554,047 

Sales and                                                                                          
   offering expenses                                           (3,719,796)         --   (3,719,796)
Cash distributions                                                                                 
   to partners                   $  8.18       $  2.57         (1,361,099)    (13,749)  (1,374,848)

Net income                                                        401,396       4,055      405,451 
                                                             ------------  ----------  ----------- 

Balance at                                                                                         
   December 31, 1996                                           22,874,548      (8,694)  22,865,854 

Proceeds from issuance                                                                             
   of limited partnership                                                                          
   units (285,927.35 units)                                    28,592,735          --   28,592,735 

Sales and                                                                                          
   offering expenses                                           (3,862,277)         --   (3,862,277)

Limited partnership units                                                                          
   redeemed (1,625.63 units)                                     (155,815)         --     (155,815)

                                                                           (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity (Continued)

 For the Three Months Ended March 31, 1998, the Year Ended
 December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995

 (unaudited)

                                                        [Enlarge/Download Table]

                                Limited Partner Distributions                                     
                                -----------------------------                                     

                                   Return of    Investment      Limited      General              
                                    Capital       Income        Partners     Partner     Total    
                                    -------       ------        --------     -------     -----    
                                 (Per weighted average unit)                                      

                                                                                                  
Cash distributions                                                                                
   to partners                     $  4.41       $  6.34        (4,147,829)  (41,125)  (4,188,954)

Net income                                                       2,623,084    26,496    2,649,580 
                                                               -----------  --------  ----------- 

Balance at                                                                                        
   December 31, 1997                                            45,924,446   (23,323)  45,901,123 

Proceeds from issuance                                                                            
   of limited partnership                                                                         
   units (167,977.67 units)                                     16,797,767        --   16,797,767 

Sales and offering expenses                                     (2,267,698)       --   (2,267,698)

Cash distributions to partners     $  2.34       $   .35        (1,858,176)  (16,036)  (1,874,212)

Net income                                                         244,925     2,474      247,399 
                                                               -----------  --------  ----------- 

Balance at March 31, 1998                                      $58,841,264  $(36,885) $58,804,379 
                                                               ===========  ========  =========== 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows

For the Three Months Ended March 31,

 (unaudited)

                                                        [Enlarge/Download Table]

                                                                     1998          1997     
                                                                     ----          ----     
Cash flows from operating activities:                                                       
                                                                                            
   Net income                                                    $    247,399   $   125,543 
                                                                 ------------   ----------- 
   Adjustments to reconcile net income to                                                   
    net cash provided by (used in) operating activities:                                    
      Finance income portion of receivables paid directly                                   
        to lenders by lessees                                      (2,457,589)     (958,529)
      Interest expense on non-recourse financing paid                                       
        directly by lessees                                         1,531,238       552,215 
      Amortization of initial direct costs                            423,326       310,609 
      Income from leveraged leases, net                              (344,909)     (380,630)
      Allowance for doubtful accounts                                 150,000            -- 
      Distribution from equity investment in joint venture            113,243            -- 
      Income from equity investment in joint venture                  (93,533)      (20,808)
      Collection of principal  - non-financed receivables              55,479       634,268 
      Gain on sale of equipment                                            --       (32,891)
      Change in operating assets and liabilities:                                           
         Other assets                                                 245,642      (720,659)
         Accounts payable - other                                     232,234       (32,438)
         Security deposits and deferred credits                        67,952        20,195 
         Accounts payable - General Partner and affiliates, net       (28,150)      299,514 
         Minority interest in joint venture                             1,117         1,094 
         Other, net                                                   (50,241)      (41,937)
                                                                 ------------   ----------- 

           Total adjustments                                         (154,191)     (369,997)
                                                                 ------------   ----------- 

        Net cash provided by (used in) operating activities            93,208      (244,454)
                                                                 ------------   ----------- 

Cash flows from investing activities:                                                       
   Equipment and receivables purchased                             (9,131,425)   (3,395,281)
   Initial direct costs                                            (1,581,719)   (1,164,222)
   Equity investment in joint ventures                                (63,653)           -- 
   Proceeds from sale of equipment                                         --     1,793,586 
                                                                 ------------   ----------- 

         Net cash used in investing activities                    (10,776,797)   (2,765,917)
                                                                 ------------   ----------- 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (Continued)

For the Three Months Ended March 31,

 (unaudited)

                                                        [Enlarge/Download Table]

                                                                       1998           1997    
                                                                       ----           ----    

                                                                                              
Cash flows from financing activities:                                                         
   Issuance of limited partnership units, net of offering expenses   14,530,069     4,833,663 
   Proceeds from note payable affiliate                                      --     4,250,000 
   Principal payments on recourse debt                                       --    (2,150,000)
   Cash distributions to partners                                    (1,874,212)     (775,320)
                                                                    -----------   ----------- 

         Net cash provided by financing activities                   12,655,857     6,158,343 
                                                                    -----------   ----------- 

Net increase in cash                                                  1,972,268     3,147,972 

Cash at beginning of period                                           4,516,385       698,301 
                                                                    -----------   ----------- 

Cash at end of period                                               $ 6,488,653   $ 3,846,273 
                                                                    ===========   =========== 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information                                

   For the three months ended March 31, 1998 and 1997, non-cash activities
included the following:                                                         

                                                        [Enlarge/Download Table]

                                                             1998           1997      
                                                             ----           ----      

                                                                                      
Fair value of equipment and receivables                                               
   purchased for debt and payables                        $(38,313,411)  $(38,220,051)
Non-recourse notes payable assumed in                                                 
   purchase price                                           36,628,091     37,741,972 
Accounts payable - equipment                                 1,685,320        478,079 

Principal and interest on direct                                                      
   finance receivables paid directly                                                  
   to lenders by lessees                                     7,223,016      3,682,924 
Principal and interest on non-recourse                                                
   financing paid directly to lenders                                                 
   by lessees                                               (7,223,016)    (3,682,924)

Decrease in investments in finance leases and financings                              
   due to contributions to joint venture                            --      5,190,238 
Increase in equity investment in joint venture                      --     (5,190,238)
                                                          ------------   ------------ 

                                                          $         --   $         -- 
                                                          ============   ============ 

  Interest expense of $1,531,238 and $574,541 for the three months ended
March 31, 1998 and 1997 consisted of interest expense on non-recourse financing 
paid or accrued directly to lenders by lessees of $1,531,238 and $552,216,      
respectively, and other interest of $0 and $22,325, respectively.               

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements

March 31, 1998

 (unaudited)
1.    Basis of Presentation                                                     

The financial statements of ICON Cash Flow Partners L.P. Seven (the 
"Partnership") have been prepared pursuant to the rules and regulations of the  
Securities and Exchange Commission (the "SEC") and, in the opinion of           
management, include all adjustments (consisting only of normal recurring        
accruals) necessary for a fair statement of income for each period shown.       
Certain information and footnote disclosures normally included in consolidated  
financial statements prepared in accordance with generally accepted accounting  
principles have been condensed or omitted pursuant to such SEC rules and        
regulations. Management believes that the disclosures made are adequate to make 
the information represented not misleading. The results for the interim period  
are not necessarily indicative of the results for the full year. These          
consolidated financial statements should be read in conjunction with the        
consolidated financial statements and notes included in the Partnership's 1997  
Annual Report on Form 10-K.                                                     

2.    Net Investment in Leveraged Leases                                        

      On August 20, 1996 the partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft. The aircraft is a McDonnell Douglas       
DC-10-30F currently on lease to Federal Express. The purchase price was         
$40,973,585, consisting of $6,000,000 in cash and the assumption of non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.          

 On December 31, 1996 the Partnership acquired, subject to a leveraged
lease, the residual interest in an aircraft. The aircraft is a 1976 McDonnell   
Douglas DC-10-30 currently on lease to Continental Airlines. The purchase price 
was $11,320,923, consisting of $2,104,262 in cash and the assumption of         
non-recourse senior debt of $9,216,661.                                         

The net investment in leveraged leases as of March 31, 1998 consisted of the    
following:                                                                      

                                                                [Download Table]

                                                              
Non-cancelable minimum rents receivable (net of               
  principal and interest on non-recourse debt)   $         -- 
Estimated unguaranteed residual values             24,818,001 
Initial direct costs                                1,165,970 
Unearned income                                   (14,487,910)
                                                 ------------ 
                                                 $ 11,496,061 
                                                 ============ 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

3.    Related Party Transactions                                                

     Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 1998 and 1997    
were as follows:                                                                

                                                                [Download Table]

                                1998         1997                       
                                ----         ----                       

                                                                        
Underwriting commissions   $  335,955  $  111,761  Charged to Equity    
Organization and offering     587,922     195,582  Charged to Equity    
Acquisition fees            1,423,345   1,320,281  Capitalized          
Management fees               478,301     357,477  Charged to operations
Administrative expense                                                  
 reimbursements               207,548     151,194  Charged to operations
                           ----------  ----------                       

Total                      $3,033,071  $2,136,295                       
                           ==========  ==========                       

      The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 4 for additional information
relating to the joint ventures.)                                                

4.    Investment in Joint Venture                                               

The Partnership Agreement allows the Partnership to invest in joint 
ventures with other limited partnerships sponsored by the General Partner       
provided that the investment objectives of the joint ventures are consistent    
with that of the Partnership.                                                   

ICON Cash Flow L.L.C. III                                                       
-------------------------                                                       

  On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III 
("ICON LLC III"), for the purpose of acquiring and managing an aircraft         
currently on lease to Continental Airlines, Inc. The Partnership and Series E   
contributed 99% and 1% of the cash received for such acquisitions, respectively,
to ICON Cash Flow LLC III.                                                      

ICON Receivables 1997-A L.L.C.                                                  
------------------------------                                                  

In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON          
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the     
purpose of originating new leases, managing existing contributed assets and,    
eventually, securitizing its portfolio.                                         

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

    On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned additional equipment lease and finance receivables and residuals to
1997-A. The Partnership, Series D, Series E and L.P. Six (collectively the      
"1997-A Members") received a 19.97%, 17.81% 31.19% and 31.03% interest,         
respectively, in 1997-A based on the present value of their related             
contributions.                                                                  

Information as to the financial position and results of operations of 1997-A at 
March 31, 1998 is summarized below:                                             

                                                                [Download Table]

                                                March 31, 1998  
                                                --------------  
                                                                
Assets                                           $48,132,853    
                                                 ===========    

Liabilities                                      $42,562,421    
                                                 ===========    

Equity                                           $ 5,570,432    
                                                 ===========    

                                              Three Months Ended
                                                March 31, 1998  
                                                --------------  
Net income                                       $   370,203    
                                                 ===========    

ICON Receivables 1997-B L.L.C.                                                  
------------------------------                                                  

    In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio.                                                                      

Information as to the financial position and results of operations of 1997-B at 
March 31, 1998 is summarized below:                                             

                                                                [Download Table]

                                                March 31, 1998  
                                                --------------  
                                                                
Assets                                           $25,474,993    
                                                 ===========    

Liabilities                                      $21,776,767    
                                                 ===========    

Equity                                           $ 3,698,226    
                                                 ===========    

                                              Three Months Ended
                                                March 31, 1998  
                                                --------------  
Net income                                       $   115,207    
                                                 ===========    

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Management's Discussion and Analysis of
 Financial Condition and Results of Operations

March 31, 1998

  ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business  
operations on its initial closing date, January 19, 1996, with the admission of 
26,367.95 limited partnership units at $100 per unit representing $2,636,795.17 
of capital contributions. Between January 19, 1996 and December 31, 1996,       
249,172.52 additional units were admitted representing $24,917,252 of capital   
contributions. In 1997, 285,927.35 additional units were admitted representing  
$28,592,735 of capital contributions and 1,625.63 units were redeemed. From     
January 1, 1998 to March 31, 1998, 167,977.67 additional units were admitted,   
bringing the total units and capital subscriptions to 727,819.86 and            
$72,781,986, respectively.                                                      

The Partnership's portfolio consisted of a net investment in finance  
leases, leveraged leases, equity investment in joint ventures, investment in    
estimated unguaranteed residual values and financings representing 77%, 7%, 1%, 
14% and less than 1% of total investments at March 31, 1998, respectively and   
78%, 14%, 7%, 0% and 1% at March 31, 1997, respectively.                        

   For the three months ended March 31, 1998 and 1997 the Partnership leased
or financed equipment with an initial cost of $47,444,836 and $44,009,376,      
respectively to 6 and 15 lessees or equipment users respectively. The weighted  
average initial transaction term for each quarter was 59 and 44 months          
respectively.                                                                   

Results of Operations for the Three Months Ended March 31, 1998 and 1997        

Revenues for the three months ended March 31, 1998 were $3,096,163,   
representing an increase of $1,538,144 from 1997. The increase in revenues      
resulted primarily from an increase in finance income of $1,465,377, an increase
in interest income and other of $68,654 and an increase in income from equity   
investment in joint ventures of $72,725. These increases were partially offset  
by a decrease in income from leveraged leases of $35,721 and a decrease in net  
gain on sales or remarketing of equipment of $32,891. The increase in finance   
income resulted from the increase in the average size of the portfolio from 1997
to 1998. Income from equity investment in joint ventures increased due to the   
Partnership's March 1997 investment in ICON Receivables 1997-A LLC, the timing  
of which afforded only a partial month's income in the first quarter of 1997 as 
compared to a full three months for the period ended March 31, 1997. Interest   
income and other increased primarily as a result of the increase in the average 
cash balance from 1997 to 1998. Net gain on sales or remarketing of equipment   
decreased due to a decrease in the number of leases maturing, and the underlying
equipment being sold or remarketed, for which the proceeds received were in     
excess of the remaining carrying value of the equipment.                        

Expenses for the three months ended March 31, 1998 were $2,848,764,   
representing an increase of $1,416,288 from 1997. The increase in expenses was  
due to an increase in interest expense of $956,697, an increase in management   
fees of $120,824, an increase in amortization of initial direct costs of        
$112,717, an increase in administrative expense reimbursements of $56,354, an   
increase in general and administrative expense of $19,674, an increase in       
provision for bad debts of $150,000 and an increase in minority interest in     
joint venture of $22. Interest expense increased due to an increase in the      
average debt outstanding from 1997 to 1998. Management fees, amortization of    
initial direct costs, administrative expense reimbursement and general and      
administrative expense increased due to an increase in the                      

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

March 31, 1998

average size of the portfolio from 1997 to 1998. A provision for bad debt was   
made during the first quarter of 1998 as a result of an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.       

    Net income for the three months ended March 31, 1998 and 1997 was $247,399
and $125,543, respectively. The net income per weighted average limited         
partnership unit was $.36 and $.40, respectively.                               

Liquidity and Capital Resources                                                 

     The Partnership's primary sources of funds for the three months ended March
31, 1998 and 1997 were capital contributions, net of offering expenses, of      
$14,530,069 and $4,833,663, from limited partners, respectively, net cash       
provided by operations of $93,208 and $(244,454), respectively, proceeds from   
sale of equipment of $0 and $1,793,586, respectively and proceeds from affiliate
note of $0 and $4,250,000, respectively. These funds were used to make payments 
on borrowings, fund cash distributions and to purchase equipment. The           
Partnership intends to purchase additional equipment and fund cash distributions
utilizing capital contributions, cash provided by operations, proceeds from     
sales of equipment and borrowings.                                              

     Cash distributions to limited partners for the three months ended March 31,
1998 and 1997, which were paid monthly, totaled $1,858,176 and $767,568,        
respectively, of which $244,925 and $124,288 was investment income and          
$1,613,251 and $643,280 was a return of capital, respectively. The monthly      
annualized cash distributions rate to limited partners was 10.75% of which 1.42%
and 1.6% was investment income and 9.33% and 9.15% was a return of capital,     
respectively. The limited partner distribution per weighted average unit        
outstanding for the three months ended March 31, 1998 and 1997 was $2.69, of    
which $.35 and $.40 was investment income and $2.34 and $2.29 was a return of   
capital, respectively.                                                          

In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON          
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the     
purpose of originating new leases, managing existing contributed assets and,    
eventually, securitizing its portfolio. On September 19, 1997 the Partnership,  
Series E and L.P. Six contributed and assigned additional equipment lease and   
finance receivables and residuals to 1997-A. The Partnership, Series D, Series E
and L.P. Six (collectively the "1997-A Members") received a 19.97%, 17.81%      
31.19% and 31.03% interest, respectively, in 1997-A based on the present value  
of their related contributions.                                                 

    In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio.                                                                      

    As of March 31, 1998, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any      
material effect on liquidity. As cash is realized from operations, sales of     
equipment and borrowings, the Partnership will invest in equipment leases and   
financings where it deems it to be prudent while retaining sufficient cash to   
meet its reserve requirements and recurring obligations as they become due.     

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Financial Statements

 December 31, 1997

 (With Independent Auditors' Report Thereon)

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INDEPENDENT AUDITORS' REPORT
----------------------------

The Partners                                                                    
ICON Cash Flow Partners L.P. Seven:                                             

We have audited the accompanying balance sheets of ICON Cash Flow Partners L.P. 
Seven (a Delaware limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, changes in partners' equity, and cash flows   
for the years ended December 31, 1997 and 1996 and for the period May 23, 1995  
(date of inception) to December 31, 1995. These financial statements are the    
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of ICON Cash Flow Partners L.P.   
Seven as of December 31, 1997 and 1996, and the results of its operations and   
its cash flows for the years ended December 31, 1997 and 1996 and for the period
May 23, 1995 (date of inception) to December 31, 1995, in conformity with       
generally accepted accounting principles.                                       

                                       /s/ KPMG Peat Marwick LLP
                                               ---------------------------------
                               KPMG Peat Marwick

March 27, 1998                                                                  
New York, New York                                                              

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets

December 31,

                                                                [Download Table]

                                                           1997            1996     
                                                           ----            ----     
Assets                                                                              
------                                                                              

                                                                                    
Cash                                                  $    4,516,385   $    698,301 
                                                      --------------   ------------ 

Investment in finance leases                                                        
   Minimum rents receivable                               89,824,617     15,894,245 
   Estimated unguaranteed residual values                 33,168,213      6,667,481 
   Initial direct costs                                    2,851,751        869,559 
   Unearned income                                       (23,581,783)    (3,515,258)
   Allowance for doubtful accounts                          (155,000)       (65,000)
                                                      --------------   ------------ 

                                                         102,107,798     19,851,027 
                                                      --------------   ------------ 

Investment in estimated unguaranteed residual values      26,531,664     12,325,000 
                                                      --------------   ------------ 

Net investment in leveraged leases                        11,146,488      9,980,633 
                                                      --------------   ------------ 

Equity investment in joint ventures                        2,022,052             -- 
                                                      --------------   ------------ 

Investment in financings                                                            
   Receivables due in installments                           906,283      6,619,755 
   Initial direct costs                                       16,480        143,565 
   Unearned income                                          (197,918)    (1,271,152)
   Allowance for doubtful accounts                           (22,222)       (10,000)
                                                      --------------   ------------ 

                                                             702,623      5,482,168 
                                                      --------------   ------------ 

Other assets                                                 852,432        148,941 
                                                      --------------   ------------ 

Total assets                                          $  147,879,442   $ 48,486,070 
                                                      ==============   ============ 

                                                        (continued on next page)

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Balance Sheets (Continued)

December 31,

                                                        [Enlarge/Download Table]

                                                           1997              1996     
                                                           ----              ----     

       Liabilities and Partners' Equity                                               
       --------------------------------                                               

                                                                                      
Notes payable - non-recourse                          $   90,575,890   $   11,089,945 
Note payable - recourse                                   10,075,000       12,225,000 
Accounts payable-equipment                                 1,011,196        1,790,717 
Accounts payable - General Partner and affiliate              28,150          438,297 
Accounts payable - other                                     238,586           54,114 
Security deposits and deferred credits                        29,162            6,188 
Minority interest in joint venture                            20,335           15,955 
                                                      --------------   -------------- 
                                                         101,978,319       25,620,216 
                                                      --------------   -------------- 

Commitments and Contingencies                                                         

Partners' equity (deficiency)                                                         
   General Partner                                           (23,323)          (8,694)
   Limited partners (559,842.19 and 275,540.47 units                                  
     outstanding, $100 per unit original                                              
     issue price in 1997 and 1996, respectively)          45,924,446       22,874,548 
                                                      --------------   -------------- 

     Total partners' equity                               45,901,123       22,865,854 
                                                      --------------   -------------- 

Total liabilities and partners' equity                $  147,879,442   $   48,486,070 
                                                      ==============   ============== 

See accompanying notes to financial statements.                                 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

Statements of Operations

For the Years Ended December 31, 1997 and 1996 and for the
  Period May 23, 1995 (date of inception) to December 31, 1995

                                                        [Enlarge/Download Table]

                                                        1997           1996        1995 
                                                        ----           ----        ---- 

Revenues                                                                                

                                                                                        
   Finance income                                   $   6,155,775  $   939,924  $     --
   Net gain on sales or remarketing of equipment        1,748,790         --          --
   Income from leveraged leases, net                    1,291,331      366,790        --
   Income from equity investment in joint ventures        436,216         --          --
   Interest income and other                              117,132      257,355        --
                                                    -------------  -----------  --------

   Total revenues                                       9,749,244    1,564,069        --
                                                    -------------  -----------  --------

Expenses                                                                                

   Interest                                             3,652,517      398,200        --
   Management fees - General Partner                    1,522,045      264,784        --
   Amortization of initial direct costs                   932,123      230,785        --
   Administrative expense                                                               
     reimbursements - General Partner                     652,319      117,809        --
   General and administrative                             186,280       72,040        --
   Provision for bad debts                                150,000       75,000        --
   Minority interest in joint ventures                      4,380         --          --
                                                    -------------  -----------  --------

   Total expenses                                       7,099,664    1,158,618        --
                                                    -------------  -----------  --------

Net income                                          $   2,649,580  $   405,451  $     --
                                                    =============  ===========  ========

Net income allocable to:                                                                
   Limited partners                                 $   2,623,084  $   401,396  $     --
   General Partner                                         26,496        4,055        --
                                                    -------------  -----------  --------

                                                    $   2,649,580  $   405,451  $     --
                                                    =============  ===========  ========

Weighted average number of limited                                                      
   partnership units outstanding                          413,677      156,222        --
                                                    =============  ===========  ========

Net income per weighted average                                                         
   limited partnership unit                         $        6.34  $      2.57  $     --
                                                    =============  ===========  ========

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity

For the Years Ended December 31, 1997 and 1996
 and for the Period May 23, 1995 (date of inception)
to December 31, 1995

 Limited Partner Distributions
 -----------------------------

                                                        [Enlarge/Download Table]

                                Return of    Investment       Limited      General                  
                                 Capital       Income        Partners      Partner         Total    
                                 -------       ------        --------      -------         -----    
                              (Per weighted average unit)                                           

                                                                                                    
Initial partners'                                                                                   
   capital contribution                                                                             
   - May 23, 1995                                          $       1,000   $   1,000   $      2,000 
                                                           -------------   ---------   ------------ 

Balance at                                                                                          
   December 31, 1995                                               1,000       1,000          2,000 

Refund of initial                                                                                   
   limited partners'                                                                                
   capital contribution                                           (1,000)         --         (1,000)

Proceeds from issuance                                                                              
   of limited partnership                                                                           
   units (275,540.47 units)                                   27,554,047          --     27,554,047 

Sales and                                                                                           
   offering expenses                                          (3,719,796)         --     (3,719,796)

Cash distributions                                                                                  
   to partners                  $  8.18       $  2.57         (1,361,099)    (13,749)    (1,374,848)

Net income                                                       401,396       4,055        405,451 
                                                           -------------   ---------   ------------ 

Balance at                                                                                          
   December 31, 1996                                          22,874,548      (8,694)    22,865,854 

Proceeds from issuance                                                                              
   of limited partnership                                                                           
   units (285,927.35 units)                                   28,592,735          --     28,592,735 

Sales and                                                                                           
   offering expenses                                          (3,862,277)         --     (3,862,277)

Limited partnership units                                                                           
   redeemed (1,625.63 units)                                    (155,815)         --       (155,815)


                                                        (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Statements of Changes in Partners' Equity (continued)

For the Years Ended December 31, 1997 and 1996
 and for the Period May 23, 1995 (date of inception)
to December 31, 1995

 Limited Partner Distributions
 -----------------------------

                                                        [Enlarge/Download Table]


                        Return of    Investment       Limited        General                   
                         Capital       Income        Partners        Partner          Total    
                         -------       ------        --------        -------          -----    
                      (Per weighted average unit)                                              

                                                                                               
Cash distributions                                                                             
   to partners          $  4.41       $  6.34         (4,147,829)      (41,125)     (4,188,954)

Net income                                             2,623,084        26,496       2,649,580 
                                                   -------------   -----------   ------------- 

Balance at                                                                                     
   December 31, 1997                               $  45,924,446   $   (23,323)  $  45,901,123 
                                                   =============   ===========   ============= 

See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows

 For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
 December 31, 1995

                                                        [Enlarge/Download Table]

                                                                     1997            1996             1995  
                                                                     ----            ----             ----  
                                                                                                            
Cash flows from operating activities:                                                                       
   Net income                                                  $     2,649,580  $      405,451     $   --   
                                                               ---------------  --------------     ---------
   Adjustments to reconcile net income to                                                                   
    net cash provided by operating activities:                                                              
     Gain on sale of equipment                                      (1,748,790)             --         --   
     Allowance for doubtful accounts                                   102,222          75,000         --   
     Finance income portion of                                                                              
     receivables paid directly                                                                              
       to lenders by lessees                                        (5,912,799)       (608,965)        --   
     Amortization of initial direct costs                              932,123         230,785         --   
     Interest expense on non-recourse                                                                       
       financings paid directly by lessees                           3,463,617         395,645         --   
     Collection of principal                                                                                
       - non-financed receivables                                      516,966         498,027         --   
     Income from leveraged leases, net                              (1,291,331)       (366,790)        --   
     Income from equity investment in joint ventures                  (436,216)             --         --   
     Distribution from equity investment in joint ventures           5,258,223              --         --   
     Change in operating assets and liabilities:                                                            
       Other assets                                                   (703,491)       (148,941)        --   
       Account payable to General Partner and affiliates, net         (410,147)        438,297         --   
       Accounts payable - other                                        184,472          54,114         --   
       Minority interest in joint ventures                               4,380          15,955         --   
       Security deposits and deferred credits                           22,974           6,189         --   
       Other, net                                                      223,547         (20,868)        --   
                                                               ---------------  --------------  ---------   

         Total adjustments                                             205,750         568,448         --   
                                                               ---------------  --------------  ---------   

       Net cash provided by operating activities                     2,855,330         973,899         --   
                                                               ---------------  --------------  ---------   

Cash flows from investing activities:                                                                       
   Equipment and receivables purchased                             (20,121,149)    (19,898,183)        --   
   Proceeds from sale of equipment                                   7,315,408            -            --   
   Initial direct costs                                             (3,363,765)     (2,737,818)        --   
   Equity investment in joint ventures                              (1,259,244)       (100,000)        --   
                                                               ---------------  --------------  ---------   

       Net cash used in investing activities                       (17,428,750)    (22,736,001)        --   
                                                               ---------------  --------------  ---------   


                                                        (continued on next page)

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

 For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
 December 31, 1995

                                                        [Enlarge/Download Table]

                                                                    1997            1996            1995     
                                                                    ----            ----            ----     

                                                                                                             
Cash flows from financing activities:                                                                        
   Issuance of limited partnership units,                                                                    
     net of offering expenses                                      24,730,458      23,834,251              --
   Proceeds from affiliate loan                                     4,250,000              --              --
   Principal payment on loans from affiliate                       (4,250,000)             --              --
   Principal payment on notes payable recourse                     (2,150,000)             --              --
   Cash distributions to partners                                  (4,188,954)     (1,374,848)             --
   Initial limited and General Partner capital contributions               --              --           2,000
   Refund of initial limited partners'                                                                       
     capital contribution                                                  --          (1,000)             --
                                                              ---------------   -------------   -------------

       Net cash provided by financing activities                   18,391,504      22,458,403           2,000
                                                              ---------------   -------------   -------------

Net increase in cash                                                3,818,084         696,301           2,000

Cash at beginning of year                                             698,301           2,000              --
                                                              ---------------   -------------   -------------

Cash at end of year                                           $     4,516,385   $     698,301   $       2,000
                                                              ===============   =============   =============


See accompanying notes to financial statements.                                 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information                                
------------------------------------------------                                

  Interest expense of $3,652,517 and $398,200 for the years ended December
31, 1997 and 1996 consisted of: interest expense on non-recourse financings paid
or accrued to lenders by lessees of $3,463,617 and $395,645, respectively, and  
other interest of $188,900 and $2,555, respectively.                            

For the years ended December 31, 1997 and 1996, non-cash activities   
included the following:                                                         

                                                                [Download Table]

                                                        1997              1996      
                                                        ----              ----      
                                                                                    
Fair value of equipment and receivables                                             
   purchased for debt and payables                   $(100,824,655)  $  (59,189,952)
Non-recourse and recourse notes payable                                             
   assumed in purchase price                            99,813,459       57,399,235 
Accounts payable - equipment                             1,011,196        1,790,717 

Decrease in investment in finance leases due                                        
   to terminations                                       6,025,115               -- 
Decrease in notes payable non-recourse                                              
   due to terminations                                  (6,025,115)              -- 

Decrease in investments in finance leases and                                       
   financings due to contribution to joint ventures      5,391,216               -- 
Increase in equity investment in joint ventures         (5,391,216)              -- 

Principal and interest on direct                                                    
   finance receivables paid directly                                                
   to lenders by lessees                                17,766,016        3,625,762 
Principal and interest on non-recourse                                              
   financings paid directly to lenders                                              
   by lessees                                          (17,766,016)      (3,625,762)
                                                     -------------   -------------- 
                                                     $          --   $           -- 
                                                     =============   ============== 

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements

 December 31, 1997

1. Organization                                                                 

  ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of    
$2,000. It was formed to acquire various types of equipment, to lease such      
equipment to third parties and, to a lesser degree, to enter into secured       
financing transactions. The Partnership's maximum offering is $100,000,000. The 
Partnership commenced business operations on its initial closing date, January  
19, 1996, with the admission of 26,367.95 limited partnership units at $100 per 
unit representing $2,636,795 of capital contributions. As of December 31, 1997, 
535,099.87 additional units had been admitted into the Partnership with         
aggregate gross proceeds of $53,509,987 bringing the total admission to         
561,467.82 units totaling $56,146,782 in capital contributions. During 1997,    
1,625.63 units were redeemed, leaving 559,842.19 partnership units outstanding  
at December 31, 1997.                                                           

 In the third quarter of 1997 the Partnership received approval from the
Securities and Exchange Commission to extend the Partnership's offering period  
by twelve months. The Partnership's offering period will end no later than      
November 9, 1998.                                                               

    The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will manage and       
control the business affairs of the Partnership's equipment, leases and         
financing transactions under a management agreement with the Partnership.       

     ICON Securities Corp., an affiliate of the General Partner, will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership, including underwriting 
commissions, sales commissions, incentive fees, public offering expense         
reimbursements and due diligence activities will be limited to 13 1/2% of the   
gross proceeds received from the sale of the units. Such offering expenses      
aggregated $7,579,816 (including $3,088,993 paid to the General Partner or its  
affiliates (See Note 10) and were charged directly to limited partners' equity. 

Profits, losses, cash distributions and disposition proceeds will be  
allocated 99% to the limited partners and 1% to the General Partner until each  
limited partner has received cash distributions and disposition proceeds        
sufficient to reduce its adjusted capital contribution account to zero and      
receive, in addition, other distributions and allocations which would provide a 
10% per annum cumulative return, compounded daily, on its outstanding adjusted  
capital contribution account. After such time, the distributions will be        
allocated 90% to the limited partners and 10% to the General Partner.           

2. Significant Accounting Policies                                              

Basis of Accounting and Presentation - The Partnership's records are  
maintained on the accrual basis. The preparation of financial statements in     
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts of assets and   
liabilities and disclosure of contingent assets and liabilities at the date of  
the financial statements and the reported amounts of revenues and expenses      
during the reporting period. Actual results could differ from those estimates.  

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Leases - The Partnership accounts for owned equipment leased to third 
parties as finance leases or leveraged leases. For finance leases, the          
Partnership records, at the inception of the lease, the total minimum lease     
payments receivable, the estimated unguaranteed residual values, the initial    
direct costs related to the leases and the related unearned income. Unearned    
income represents the difference between the sum of the minimum lease payments  
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. The Partnership's net investment in   
leveraged leases consists of minimum lease payments receivable, the estimated   
unguaranteed residual values and the initial direct costs related to the leases,
net of the unearned income and principal and interest on the related            
non-recourse debt. Unearned income is recognized as income from leveraged leases
over the life of the lease at a constant rate of return on the positive net     
investment. Initial direct costs of finance leases and leverage leases are      
capitalized and are amortized over the terms of the related leases using the    
interest method. The Partnership's leases have terms ranging from two to five   
years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investments along  
with investment income.                                                         

 Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs   
related thereto less the related unearned income. The unearned income is        
recognized as finance income, and the initial direct costs are amortized, over  
the terms of the receivables using the interest method. Financing transactions  
are supported by a written promissory note evidencing the obligation of the user
to repay the principal, together with interest, which will be sufficient to     
return the Partnership's full cost associated with such financing transaction,  
together with some investment income. Furthermore, the repayment obligation is  
collateralized by a security interest in the tangible or intangible personal    
property.                                                                       

Investment in Estimated Unguaranteed Residual Value - The Partnership 
purchased a 50% interest of an option to acquire equipment during 1996. The     
Partnership purchased a 100% interest of an option to acquire equipment during  
1997. The assets will be carried at cost until sale or release of the equipment,
at which time a gain or loss will be recognized on the transactions. No income  
will be recognized until the underlying equipment is sold or released. (See Note
3 for discussion of investment in estimated unguaranteed residual value).       

Disclosures About Fair Value of Financial Instruments - Statement of  
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value  
of Financial Instruments" requires disclosures about the fair value of financial
instruments, except for lease related instruments. At December 31, 1997, the    
carrying value of the Partnership's financial assets other than lease related   
investments and liabilities approximates fair value.                            

   Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency, an assessment of  
overall risk and a review of historical loss experience. The Partnership's      
write-off policy is based on an analysis of the aging of the Partnership's      
portfolio, a review of the non-performing receivables and leases, and prior     
collection experience. An account is fully reserved for or written off when the 
analysis indicates that the probability of collection of the account is remote. 

  Impairment of Estimated Residual Values - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for       
Long-Lived Assets to be Disposed Of," which was effective beginning in 1996.    

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

   The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals  
on an individual asset basis to determine whether events or changes in          
circumstances indicate that the carrying value of an asset may not be           
recoverable and, therefore, an impairment loss should be recognized. The events 
or changes in circumstances which generally indicate that the residual value of 
an asset has been impaired are (i) the estimated fair value of the underlying   
equipment is less than the Partnership's carrying value or (ii) the lessee is   
experiencing financial difficulties and it does not appear likely that the      
estimated proceeds from disposition of the asset will be sufficient to satisfy  
the remaining obligation to the non-recourse lender and the Partnership's       
residual position. Generally in the latter situation, the residual position     
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership  
does not recover its residual until the non-recourse note obligation is repaid  
in full.                                                                        

 The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be      
received by the Partnership from release or resale of the equipment. Generally, 
quoted market prices are used as the basis for measuring whether an impairment  
loss should be recognized.                                                      

As a result, the Partnership's policy with respect to measurement and 
recognition of an impairment loss associated with estimated residual values is  
consistent with the requirements of SFAS No. 121 and, therefore, the            
Partnership's adoption of this Statement in the first quarter of 1996 had no    
material effect on the financial statements.                                    

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.     

New Accounting Pronouncements - In June 1996 the Financial Accounting 
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 
125, "Accounting for Transfers and Servicing of Financial Assets and            
Extinguishments of Liabilities." SFAS No. 125 establishes, among other things,  
criteria for determining whether a transfer of financial assets is a sale or a  
secured borrowing effective for all transfers occurring after December 31, 1997.
The adoption of SFAS No. 125 is not expected to have a material impact on the   
Partnership's net income, partners' equity or total assets.                     

3. Gain on Disposal of Residual Interest                                        

In December 1997 the Partnership disposed of its residual interest in two       
offshore supply vessels owned by Energy Land Corp. The disposal of the residual 
interest occurred in connection with the sale of the vessels to Hvide Marine,   
Inc. The vessels had previously been chartered by Occidental Equipment and      
Services, Inc. The Partnership's interest was acquired on April 9, 1997 for     
$3,430,000 cash. The Partnership paid $278,500 in initial direct costs related  
to the transaction. The residual interest was disposed of for total cash        
proceeds of $5,864,138. The Partnership earned $446,028 on the transaction from 
April 1997 through December 1997. The Partnership recognized a $1,709,610 gain  
upon disposal of its interest.                                                  

4. Residual Investment                                                          

     On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire a 100% interest in a drilling rig. The purchase price of the 50%        
investment was $12,325,000.                                                     

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

 On July 31, 1997, the Partnership purchased an option to acquire a 100%
interest on three Boeing 737-300 aircraft, currently on lease with Continental  
Airlines. The purchase price was $14,206,664 and consisted of $1,237,500 in cash
and $12,969,164 in non-recourse notes.                                          

5. Net Investment in Leveraged Leases                                           

     On August 20, 1996, the Partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft on lease with Federal Express. The aircraft
is a 1986 McDonnell Douglas DC-10-30F, and has a remaining term of seven years. 
The purchase price was $40,973,585, consisting of $6,000,000 in cash and the    
assumption of non-recourse senior debt of $26,217,294 and non-recourse junior   
debt of $8,756,291.                                                             

On December 31, 1996, the Partnership acquired, subject to a leveraged
lease, an aircraft on lease with Continental Airlines, Inc. The aircraft is a   
1976 McDonnell Douglas DC-10-30 and has a remaining term of five years. The     
purchase price was $11,320,923 consisting of $2,104,262 in cash and the         
assumption of non-recourse senior debt of $9,216,661.                           

The net investment in the leveraged leases as of December 31, 1997 consisted of 
the following:                                                                  

                                                                [Download Table]

                                                                  
Non-cancelable minimum rents receivable (net of                   
  principal and interest on non-recourse debt)     $    1,071,000 
Estimated unguaranteed residual values                 24,818,001 
Initial direct costs                                    1,231,377 
Unearned income                                       (15,973,890)
                                                   -------------- 
                                                   $   11,146,488 
                                                   ============== 

  Unearned income is recognized from leveraged leases over the life of the
lease at a constant rate of return on the positive net investment.              

     Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1997 are $51,610,515 and are due as follows:                       

                                                                [Download Table]

                                  
1998                   $ 7,742,360
1999                     7,742,360
2000                     8,022,359
2001                     8,022,359
2002                     8,022,360
Thereafter              12,058,717
                       -----------
                       $51,610,515
                       ===========

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

    Principal and interest on non-recourse debt assumed in the purchase of the
leveraged leases is $50,539,515 at December 31, 1997 and matures as follows:    

                                                                [Download Table]

                                   
1998                    $ 7,742,360
1999                      7,742,360
2000                      7,742,359
2001                      7,742,359
2002                      7,742,359
Thereafter               11,827,718
                        -----------
                        $50,539,515
                        ===========

    Prior to the acquisition of the Federal Express transaction, the free cash
flow, the rent in excess of the senior debt payments, was financed by an        
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e., the     
junior debt). On January 29, 1997, the Partnership refinanced a portion of the  
junior debt with a third party.                                                 

6.   Receivables Due in Installments                                            

    Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:                                                                 

                                                                [Download Table]


                        Finance                                  
Year                     Leases       Financings         Total   
----                     ------       ----------         -----   

                                                                 
1998                   $23,412,651   $   293,446    $  23,706,097
1999                    20,291,755       190,239       20,481,994
2000                    16,181,430       183,345       16,364,775
2001                     9,857,704       149,805       10,007,509
2002                     8,022,360        89,448        8,111,808
Thereafter              12,058,717            --       12,058,717
                       -----------   -----------    -------------
                       $89,824,617   $   906,283    $  90,730,900
                       ===========   ===========    =============

7.   Allowance for Doubtful Accounts                                            

   The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following:                               

                                                                [Download Table]

                                Finance                             
                                 Leases    Financings      Total    
                                 ------    ----------      -----    
                                                                    
Balance at December 31, 1995  $        --  $        --      $    -- 
Charged to operations              65,000       10,000       75,000 
                              -----------  -----------   ---------- 
Balance at December 31, 1996       65,000       10,000       75,000 

Charged to operations              90,000       60,000      150,000 
Accounts written-off                   --      (47,778)     (47,778)
                              -----------  -----------   ---------- 
Balance at December 31, 1997  $   155,000  $    22,222   $  177,222 
                              ===========  ===========   ========== 

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

8.   Notes Payable                                                              

    Notes payable consists of notes payable non-recourse, which are being paid
directly to the lenders by the lessees, and notes payable recourse, which       
relates to the Partnership's acquisition of a residual investment (See Note 4). 
The notes bear interest at rates ranging from 6.5% to 9.4%. These notes mature  
as follows:                                                                     

                                                                [Download Table]

                    Notes Payable        Note Payable                   
Year                Non-Recourse           Recourse             Total   
----                ------------           --------             -----   
                                                                        
1998              $     25,575,394      $    2,250,000      $ 27,825,394
1999                    21,998,436           2,250,000        24,248,436
2000                    16,574,146           5,575,000        22,149,146
2001                     7,447,607                  --         7,447,607
2002                     4,872,512                  --         4,872,512
Thereafter              14,107,795                  --        14,107,795
                  ----------------      --------------      ------------
                  $     90,575,890      $   10,075,000      $100,650,890
                  ================      ==============      ============

9.   Investment in Joint Ventures                                               

The Partnership Agreement allows the Partnership to invest in joint   
ventures with other limited partnerships sponsored by the General Partner       
provided that the investment objectives of the joint ventures are consistent    
with that of the Partnership.                                                   

ICON Cash Flow L.L.C. III                                                       
-------------------------                                                       

                On December 31, 1996, the Partnership and an affiliate, ICON
Cash Flow Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners  
L.L.C. III ("ICON LLC III"), for the purpose of acquiring and managing an       
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $10,905,228. The lease is a leveraged lease 
and the lease term expires in March 2003. Profits, losses, excess cash and      
disposition proceeds are allocated 99% to the Partnership and 1% to Series E.   
The Partnership's financial statements include 100% of the assets and           
liabilities of ICON LLC III. Series E's investment in ICON LLC III has been     
reflected as "Minority interest in joint venture."                              

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

ICON Receivables 1997-A L.L.C.                                                  
------------------------------                                                  

In March 1997 the Partnership, Series D and L.P. Six contributed and  
assigned equipment lease and finance receivables and residuals with a net book  
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000   
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special 
purpose entity created for the purpose of originating new leases, managing      
existing contributed assets and, eventually, securitizing its portfolio. In     
order to fund the acquisition of new leases, 1997-A obtained a warehouse        
borrowing facility from Prudential Securities Credit Corporation (the "1997-A   
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest  
equal to Libor plus 1.5%.                                                       

  On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned equipment lease and finance receivables and residuals with a net   
book value of $0, $15,547,305 and $5,225,794 and cash of $484,244, $740,000 and 
$300,000, respectively to 1997-A. The Partnership, Series D, Series E and L.P.  
Six (collectively the "1997-A Members") received a 19.97%, 17.81% 31.19% and    
31.03% interest, respectively, in 1997-A based on the present value of their    
related contributions.                                                          

On September 19, 1997, 1997-A securitized substantially all of its    
equipment leases and finance receivables and residuals. The net proceeds from   
the securitization totaled $47,140,183, of which $16,658,877 was used to pay    
down the 1997-A Facility, and the remaining proceeds, after establishing        
reserves for expenses, were distributed to the 1997-A Members based on their    
respective interests. The Partnership's share of the net proceeds from the      
securitization totaled $4,889,804. 1997-A became the beneficial owner of a      
trust. The trustee for the trust is Texas Commerce Bank ("TCB"). In conjunction 
with this securitization, the portfolio as well as the General Partner's        
servicing capabilities were rated "AA" by Duff & Phelps and Fitch, both         
nationally recognized rating agencies. The General Partner, as servicer, is     
responsible for managing, servicing, reporting on and administering the         
portfolio. 1997-A remits all monies received from the portfolio to TCB. TCB is  
responsible for disbursing to the noteholders their respective principal and    
interest and to 1997-A the excess of cash collected over debt service from the  
portfolio. The 1997-A Members received their pro rata share of any excess cash  
on a monthly basis from 1997-A. The Partnership used these proceeds to payoff   
the $4,250,000 note payable to 1997-A.The Partnership accounts for its          
investment in 1997-A under the equity method of accounting. The 1997-A Members  
may receive, in accordance with their membership interests, additional proceeds 
if 1997-A generates excess cash (cash after payment of debt and expenses).      

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Information as to the financial position and results of operations of 1997-A as 
of and for the year ended December 31, 1997 is summarized below:                

                                                                [Download Table]


                                             December 31, 1997
                                             -----------------

                                                              
Assets                                         $ 50,911,005   
                                               ============   

Liabilities                                    $ 45,143,569   
                                               ============   

Equity                                         $  5,767,436   
                                               ============   

                                                Year Ended    
                                             December 31, 1997
                                             -----------------

Net income                                     $  1,298,430   
                                               ============   

ICON Receivables 1997-B L.L.C.                                                  
------------------------------                                                  

  In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the     
purpose of originating lease transactions and ultimately securitizing its       
portfolio. The 1997-B Members contributed $500,000 (16.67% interest), $250,000  
(8.33% interest) and $2,250,000 (75.00% interest), respectively to 1997-B. In   
order to fund the acquisition of additional leases, 1997-B obtained a warehouse 
borrowing facility from Prudential Securities Credit Corporation (the "1997-B   
Facility"). Borrowings under the 1997-B Facility are based on the present value 
of the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Facility bear interest 
equal to Libor plus 1.5%. Collections of receivables from leases are used to pay
down the 1997-B Facility, however, in the event of a default, all of 1997-B's   
assets are available to cure such default. The net proceeds from the expected   
securitization of these assets will be used to pay-off the remaining 1997-B     
Facility balance and the remaining proceeds will be distributed to the 1997-B   
Members in accordance with their membership interests. The Partnership accounts 
for its investment in 1997-B under the equity method of accounting. The 1997-B  
Members may receive, in accordance with their membership interests, additional  
proceeds if 1997-B generates excess cash (cash after payment of debt and        
expenses).                                                                      

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

Information as to the financial position and results of operations of 1997-B as 
of and for the year ended December 31, 1997 is summarized below:                

                                                                [Download Table]


                              December 31, 1997
                              -----------------

                                               
Assets                        $  18,209,360    
                              =============    

Liabilities                   $  15,008,185    
                              =============    

Equity                        $   3,201,175    
                              =============    

                                 Year Ended    
                              December 31, 1997
                              -----------------

Net income                    $     201,175    
                              =============    

10.  Related Party Transactions                                                 

   Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the year ended December 31, 1997 and 1996 were as 
follows:                                                                        

                                                        [Enlarge/Download Table]

                                        1997          1996                            
                                        ----          ----                            

                                                                                      
Underwriting commissions            $   1,123,270  $    551,081  Charged to Equity    
Organization and offering expenses      1,965,723       964,391  Charged to Equity    
Acquisition fees                        2,934,301     2,737,818  Capitalized          
Management fees                         1,522,045       264,784  Charged to operations
Administrative expense                                                                
 reimbursements                           652,319       117,809  Charged to operations
                                    -------------  ------------                       

Total $                                 8,197,658   $ 4,635,883                       
                                    =============  ============                       

    The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 9 for additional information
relating to the joint ventures.)                                                

On March 11, 1997, the Partnership borrowed $4,250,000 from 1997-A, an
affiliate of the Partnership (See Note 8). The note was a short term note, bore 
interest at Libor plus 1.5% and was paid from the Partnership's share of        
securitization proceeds in September 1997.                                      

11.   Commitments and Contingencies                                             

     The Partnership, from time to time, has and will enter into remarketing and
residual sharing agreements with third parties. In connection therewith,        
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas. As of December 31, 
1997 the Partnership has not made any payments pursuant to such agreements.     

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 Notes to Financial Statements - Continued

12.   Tax Information (Unaudited)                                               

    The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the year ended December 31, 1997: 

                                                                [Download Table]

                                                       1997           1996  
                                                       ----           ----  

                                                                            
Net income per financial statements           $    2,649,580    $   405,451 

Differences due to:                                                         
  Direct finance leases                            9,376,627       (258,725)
  Depreciation                                   (11,358,603)            -- 
  Provision for losses                               102,222             -- 
  Loss on sale of equipment                          759,191             -- 
  Other                                              806,922             -- 
                                              --------------    ----------- 
Partnership income for                                                      
 federal income tax purposes                  $    2,335,939    $   146,726 
                                              ==============    =========== 

 As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $45,901,123 compared to the partners' capital      
accounts for federal income tax purposes of $53,066,747 (unaudited). The        
difference arises primarily from commissions reported as a reduction in the     
partners' capital accounts for financial reporting purposes but not for federal 
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.                                          

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

General Partner's Discussion and Analysis of
 Financial Condition and Results of Operations

   ICON Cash Flow Partners L.P. Seven (the "Partnership"), was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business  
operations on its initial closing date, January 19, 1996 with the admission of  
26,367.95 limited partnership units at $100 per unit representing $2,636,795 of 
capital contributions. Between January 19, 1996 and December 31, 1996,          
249,172.52 additional units were admitted representing $24,917,252 of capital   
contributions. In 1997, 285,927.35 additional units were admitted representing  
$28,592,735 of capital contributions. In 1997, 1,625.63 units were redeemed,    
leaving 559,842.19 partnership units outstanding at December 31, 1997.          

     The Partnership's portfolio consisted of net investments in finance leases,
investment in estimated unguaranteed residual value, leveraged leases, equity   
investment in joint ventures and financings representing 72%, 18%, 8%, 1% and 1%
of total investments at December 31, 1997, respectively, and 42%, 0%, 21%, 26%  
and 11% of total investments at December 31, 1996, respectively.                

Results of Operations for the Years Ended December 31, 1997 and 1996            

   For the years ended December 31, 1997 and 1996, the Partnership purchased
and leased or financed equipment with an initial cost of $119,155,086 and       
$91,413,135, respectively, to 13 and 198 lessees or equipment users.            

    Revenues for the year ended December 31, 1997 were $9,749,244 representing
an increase of $8,185,175 from 1996. The increase in revenues was attributable  
to an increase in finance income of $5,215,851, an increase in net gain on sales
or remarketing of equipment of $1,748,790 or 100%, an increase in income from   
leverage leases of $924,541 and an increase in income from equity investment in 
joint ventures of $436,216. These increases were partially offset by a decrease 
in interest income and other of $140,223 or 54%. Finance income increased due to
the increase in the average size of the portfolio from 1996 to 1997. The net    
gain on sales or remarketing of equipment increased due to the December 1997    
termination of the Partnership's residual interests in two offshore supply      
vessels resulting in a gain on termination of $1,709,610. Income from leverage  
leases increased due to the increase in the average size of the leverage lease  
portfolio from 1996 to 1997. Income from equity investment in joint ventures    
increased as a direct result of the Partnership's 1997 contribution to ICON     
Receivables 1997-A L.L.C. ("1997-A") and ICON Receivables 1997-B L.L.C.         
("1997-B"). These contributions consisted of equipment lease and finance        
receivables, residuals and cash totaling $6,650,460. Interest income and other  
decreased due to a decrease in the average cash balance from 1996 to 1997.      

     Expenses for the year ended December 31, 1997 were $7,099,664, representing
an increase of $5,941,046 from 1996. The increase in expenses was attributable  
to an increase in interest expense of $3,254,317, an increase in management fees
of $1,257,261, an increase in amortization of initial direct cost of $701,338,  
an increase in administrative expense reimbursement of $534,510, an increase in 
general and administrative expenses of $114,240, an increase in provision for   
bad debts of $75,000 and an increase in minority interest in joint ventures of  
$4,380. Interest expense increased due to the increase in the average debt      
outstanding from 1996 to 1997. Management fees, amortization of initial direct  
cost, administrative expense reimbursement and general and administrative       
expenses increased due to the average size of the portfolio from 1996 to 1997. A
provision for bad debts was made in 1997 as a result of an analysis of          
delinquency, an assessment of overall risk and a review of historical loss      
experience. The increase in minority interest in joint ventures resulted from   
the Partnership's 1997 investment in joint ventures.                            

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ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

Since the Partnership commenced operations on January 19, 1996, a     
comparison of results of operations to prior periods is not presented.          

     Net income for the year ended December 31, 1997 and 1996 was $2,649,580 and
$405,451, respectively. The net income per weighted average limited partnership 
unit was $6.34 and $2.57, respectively, weighted from the date each unit was    
admitted to the Partnership.                                                    

Liquidity and Capital Resources                                                 

  The Partnership's primary sources of funds in 1997 and 1996 were capital
contributions, net of offering expenses, of $24,730,458 and $23,834,251,        
respectively, proceeds from sale of equipment of $7,315,408 in 1997 and cash    
provided by operations of $2,855,330 and $973,899, respectively. These funds    
were used to fund cash distributions and to purchase equipment. The Partnership 
intends to continue to purchase equipment and to fund cash distributions        
utilizing funds from capital contributions and cash provided by operations.     

The Partnership's notes payable at December 31, 1997 and 1996 totaled 
$100,650,890 and $23,314,945, respectively. These amounts consisted of          
$90,575,890 and $11,089,945 in non-recourse notes, respectively, which are being
paid directly to the lenders by the lessees, and recourse notes payable of      
$10,075,000 and $12,225,000, respectively, which are secured by the             
Partnership's investment in unguaranteed residual values.                       

     Cash distributions to the limited partners for the years ended December 31,
1997 and 1996, which were paid monthly totaled $4,147,829 and $1,361,099,       
respectively of which $2,623,084 and $401,396 was investment income and         
$1,524,745 and $958,703 was a return of capital, respectively. The monthly      
annualized cash distribution rate to limited partners for the years ended       
December 31, 1997 and 1996 was 10.75%, of which 6.34% and 2.57% was investment  
income and 4.41% and 8.18% was a return of capital respectively, calculated as a
percentage of each partners' initial capital contribution. The limited partner  
distribution per weighted average unit outstanding for the years ended December 
31, 1997 and 1996 was $10.75, of which $6.34 and $2.57 was investment income and
$4.41 and $8.18 was a return of capital, respectively.                          

In March 1997 the Partnership, ICON Cash Flow Partners, L.P., Series D
("Series D") and ICON Cash Flow Partners L.P. Six ("L.P. Six") contributed and  
assigned equipment lease and finance receivables and residuals with a net book  
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000   
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special 
purpose entity created for the purpose of originating new leases, managing      
existing contributed assets and, eventually, securitizing its portfolio. In     
order to fund the acquisition of new leases, 1997-A obtained a warehouse        
borrowing facility from Prudential Securities Credit Corporation (the "1997-A   
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest  
equal to Libor plus 1.5%.                                                       

On September 19, 1997 the Partnership, ICON Cash Flow Partners, L.P., Series E  
("Series E") and L.P. Six contributed and assigned equipment lease and finance  
receivables and residuals with a net book value of $0, $15,547,305 and          
$5,225,794 and cash of $484,244, $740,000 and $300,000, respectively to 1997-A. 
The Partnership, Series D, Series E and L.P. Six (collectively the "1997-A      
Members") received a 19.97%, 17.81% 31.19% and 31.03% interest, respectively, in
1997-A based on the present value of their related contributions.               

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 ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)

 December 31, 1997

On September 19, 1997, 1997-A securitized substantially all of its    
equipment leases and finance receivables and residuals. The net proceeds from   
the securitization totaled $47,140,183, of which $16,658,877 was used to pay    
down the 1997-A Facility, and the remaining proceeds, after establishing        
reserves for expenses, were distributed to the 1997-A Members based on their    
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the trust is Texas Commerce Bank ("TCB"). In conjunction with this          
securitization, the portfolio as well as the General Partner's servicing        
capabilities were rated "AA" by Duff & Phelps and Fitch, both nationally        
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the noteholders their respective principal and interest and to 1997-A the    
excess of cash collected over debt service from the portfolio. The 1997-A       
Members received their pro rata share of any excess cash on a monthly basis from
1997-A. The Partnership's share of the net proceeds from the securitization     
totaled $4,889,804. The Partnership used these proceeds to payoff the $4,250,000
note payable to 1997-A. The Partnership accounts for its investment in 1997-A   
under the equity method of accounting. The 1997-A Members may receive, in       
accordance with their membership interests, additional proceeds if 1997-A       
generates excess cash (cash after payment of debt and expenses).                

  In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("1997-B"), for the purpose
of originating lease transactions and ultimately securitizing its portfolio. The
1997-B Members contributed $500,000 (16.67% interest), $250,000 (8.33% interest)
and $2,250,000 (75.00% interest), respectively to 1997-B. In order to fund the  
acquisition of additional leases, 1997-B obtained a warehouse borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
Borrowings under the 1997-B Warehouse Facility are based on the present value of
the new leases, provided that in the aggregate, the amount outstanding cannot   
exceed $40,000,000. Outstanding amounts under the 1997-B Warehouse Facility bear
interest equal to Libor plus 1.5%. Collections of receivables from leases are   
used to pay down the 1997-B Warehouse Facility, however, in the event of a      
default, all of 1997-B's assets are available to cure such default. The net     
proceeds from the expected securitization of these assets will be used to       
pay-off the remaining 1997-B Warehouse Facility balance and the remaining       
proceeds will be distributed to the 1997-B Members in accordance with their     
membership interests. The Partnership accounts for its investment in 1997-B     
under the equity method of accounting. The 1997-B Members may receive, in       
accordance with their membership interests, additional proceeds if 1997-B       
generates excess cash (cash after payment of debt and expenses).                

     As of December 31, 1997 there were no known trends or demands, commitments,
events or uncertainties which are likely to have any material effect on         
liquidity. As cash is realized from operations, sales of equipment and          
borrowings, the Partnership will invest in equipment leases and financings where
it deems it to be prudent while retaining sufficient cash to meet its reserve   
requirements and recurring obligations as they become due.                      

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ICON CAPITAL CORP.

Financial Statements

 March 31, 1998 and 1997

 (With Independent Auditors' Report Thereon)

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INDEPENDENT AUDITORS' REPORT
----------------------------

The Board of Directors                                                          
ICON Capital Corp.:                                                             

We have audited the accompanying balance sheets of ICON Capital Corp. as of     
March 31, 1998 and 1997, and the related statements of income, changes in       
stockholder's equity, and cash flows for the years then ended. These financial  
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of ICON Capital Corp. as of March 
31, 1998 and 1997, and the results of its operations and its cash flows for the 
years then ended, in conformity with generally accepted accounting principles.  

                                         KPMG Peat Marwick LLP

June 12, 1998                                                                   
New York, New York                                                              

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ICON CAPITAL CORP.

BALANCE SHEETS

 March 31,

                                                                [Download Table]

                                                           1998        1997      
                                                           ----        ----      

          ASSETS                                                                 

                                                                                 
Cash                                                     $  179,403   $  292,524 
Receivables from affiliates                               3,580,727      181,039 
Receivables from related parties - managed partnerships     572,990    1,323,502 
Prepaid and other assets                                    226,855      187,687 
Deferred charges                                            524,270      379,717 
Fixed assets and leasehold improvements, at cost, less                           
  accumulated depreciation and amortization of                                   
  $1,865,232 and $1,533,265                                 758,680      752,472 
                                                         ----------   ---------- 

Total assets                                             $5,842,925   $3,116,941 
                                                         ==========   ========== 

          LIABILITIES AND STOCKHOLDER'S EQUITY                                   

Accounts payable and accrued expenses                    $1,819,003   $1,225,726 
Notes payable - line of credit                            2,000,000           -- 
Notes payable - capital lease obligations                   246,386      196,105 
Deferred management fees - managed partnerships             232,000      758,452 
Deferred income taxes, net                                  583,436      255,176 
                                                         ----------   ---------- 

Total liabilities                                         4,880,825    2,435,459 
                                                         ----------   ---------- 

Commitments and contingencies                                                    

Stockholder's equity:                                                            
  Common stock:  no par value; $10 stated                                        
    value; authorized 3,000 shares;                                              
    issued and outstanding 1,500 shares                      15,000       15,000 
  Additional paid-in capital                                716,200      716,200 
  Retained earnings                                       1,330,900    1,050,282 
                                                         ----------   ---------- 
                                                          2,062,100    1,781,482 

Note receivable from stockholder                         (1,100,000)   1,100,000)
                                                         ----------   ---------- 

                                                            962,100      681,482 
                                                         ----------   ---------- 

Total liabilities and stockholder's equity               $5,842,925   $3,116,941 
                                                         ==========   ========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

STATEMENTS OF INCOME

 For the Years Ended March 31,

                                                                [Download Table]

                                                          1998         1997    
                                                          ----         ----    

Revenues:                                                                      

                                                                               
     Fees - managed partnerships                       $12,048,906  $11,517,396
     Management fees - affiliate                           716,444      261,003
     Lease consulting fees and other                        61,025      112,245
     Rental income from investment in operating lease           --    1,541,647
                                                       -----------  -----------

          Total revenues                                12,826,375   13,432,291
                                                       -----------  -----------

Expenses:                                                                      

     Selling, general and administrative                 9,404,987    7,174,496
     Amortization of deferred charges                      844,636      484,579
     Depreciation and amortization                         331,967      319,000
     Interest expense - notes payable                       80,885        6,818
     Depreciation - equipment under operating lease             --    1,293,775
     Interest expense - non-recourse financings                 --      247,872
                                                       -----------  -----------

          Total expenses                                10,662,475    9,526,540
                                                       -----------  -----------

     Income before provision for income taxes            2,163,900    3,905,751

Provision for income taxes                                 554,842      112,010
                                                       -----------  -----------

     Net income                                        $ 1,609,058  $ 3,793,741
                                                       ===========  ===========

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

 For the Years Ended March 31, 1998 and 1997

                                                        [Enlarge/Download Table]

                             Common Stock                                            Note        Total    
                         ------------------------   Additional                    Receivable      Stock-  
                           Shares       Stated       Paid-in        Retained         from        holder's 
                         Outstanding     Value       Capital        Earnings     Stockholder     Equity   
                         -----------    ---------  -------------  ------------   ------------  ---------- 
                                                                                                          
March 31, 1996                 1,500    $  15,000  $     716,200  $    889,957   $        --   $1,621,157 

Issuance of                                                                                               
  note from stockholder           --           --             --            --    (1,100,000)  (1,100,000)

Net income                        --           --             --     3,793,741            --    3,793,741 

Distributions to Parent           --           --             --    (3,633,416)           --   (3,633,416)
                         -----------    ---------  -------------  ------------   -----------   ---------- 

March 31, 1997                 1,500       15,000        716,200     1,050,282    (1,100,000)     681,482 

Net income                        --           --             --     1,609,058                  1,609,058 

Distributions to Parent           --           --             --    (1,328,440)           --   (1,328,440)
                         -----------    ---------  -------------  ------------   -----------   ---------- 

March 31, 1998                 1,500    $  15,000  $     716,200  $  1,330,900   $(1,100,000)  $  962,100 
                         ===========    =========  =============  ============   ===========   ========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

STATEMENTS OF CASH FLOWS

 For the Years Ended March 31,

                                                        [Enlarge/Download Table]

                                                                         1998           1997     
                                                                         ----           ----     
                                                                                                 
Cash flows from operating activities:                                                            
   Net income                                                          $ 1,609,058   $ 3,793,741 
                                                                       -----------   ----------- 
   Adjustments to reconcile net income                                                           
     to net cash provided by operating activities:                                               
      Depreciation and amortization                                        331,967     1,612,775 
      Amortization of deferred charges                                     844,636       484,579 
      Deferred income taxes                                                328,260      (228,768)
      Rental income paid directly to lender by lessee                           --    (1,541,647)
      Interest expense paid directly to lenders by lessees                      --       247,872 
      Changes in operating assets and liabilities:                                               
         Receivables from managed partnerships, net of                                           
           deferred management fees                                        224,060       790,506 
         Receivables from affiliates                                    (3,399,688)      155,767 
         Deferred charges                                                 (989,189)     (561,410)
         Prepaid and other assets                                          (39,168)      (54,099)
         Accounts payable and accrued expenses                             593,277       353,956 
         Other                                                                  --         4,158 
                                                                       -----------   ----------- 
           Total adjustments                                            (2,105,845)    1,263,689 
                                                                       -----------   ----------- 
   Net cash provided by (used in) operating activities                    (496,787)    5,057,430 
                                                                       -----------   ----------- 

Cash flows from investing activities:                                                            
   Purchases of fixed assets and leasehold improvements                   (234,336)      (97,279)
                                                                       -----------   ----------- 

   Net cash used in investing activities                                  (234,336)      (97,279)
                                                                       -----------   ----------- 

Cash flows from financing activities:                                                            
   Proceeds from notes payable-line of credit                            2,000,000            -- 
   Distributions to Parent                                              (1,328,440)   (3,633,416)
   Principal payments on notes payable-capital lease obligations, net      (53,558)      (49,061)
   Loan to stockholder                                                          --    (1,100,000)
                                                                       -----------   ----------- 

   Net cash provided by (used in) financing activities                     618,002    (4,782,477)
                                                                       -----------   ----------- 

Net (decrease) increase in cash                                           (113,121)      177,674 

Cash, beginning of year                                                    292,524       114,850 
                                                                       -----------   ----------- 

Cash, end of year                                                      $   179,403   $   292,524 
                                                                       ===========   =========== 

See accompanying notes to financial statements.                                 

Note:  A purchase of units is not acquiring an interest in this corporation.    

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ICON CAPITAL CORP.

 Notes to Financial Statements

March 31, 1998

(1)  Organization                                                               
------------                                                          

   ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
   20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the  
   outstanding stock of the Company, as well as all of the outstanding stock
     of ICON Securities Corp. ("Securities"), an affiliated company. Holdings is
fifty percent owned by Summit Asset Holding L.L.C., a subsidiary of a 
diversified financial and business services group based in the United 
Kingdom, and fifty percent owned by Warrenton Capital Partners L.L.C. 
("Warrenton"). The primary activity of the Company is the development,
   marketing and management of publicly registered equipment leasing limited
partnerships. The Company will, on occasion, also provide consulting  
services to unrelated parties in connection with the acquisition and  
administration of lease transactions.                                 

    The Company is the general partner and manager of ICON Cash Flow Partners,
     L.P. Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
   ("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
 Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
  ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
   Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
   which are publicly registered equipment leasing limited partnerships. The
     Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the     
    Partnerships which totaled $7,000, are carried at cost and are included in
prepaid and other assets.                                             

 The Company earns fees from the Partnerships on the sale of Partnership
     units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven was
   formed on May 23, 1995 with an initial capital contribution of $1,000 and
 began offering its units to suitable investors on November 9, 1995. The
     offering period for ICON Cash Flow Seven will end 36 months after ICON Cash
Flow Seven began offering such units, November 9, 1998.               

The following table identifies pertinent offering information by the  
Partnerships:                                                                   

                                                                [Download Table]

                      Date Operations       Date Ceased      Gross Proceeds  
                            Began         Offering Units          Raised     
                      ------------------  -----------------  ----------------
                                                                             
ICON Cash Flow A      May 6, 1988         February 1, 1989   $      2,504,500
ICON Cash Flow B      September 22, 1989  November 15, 1990        20,000,000
ICON Cash Flow C      January 3, 1991     June 20, 1991            20,000,000
ICON Cash Flow D      September 13, 1991  June 5, 1992             40,000,000
ICON Cash Flow E      June 5, 1992        July 31, 1993            61,041,151
ICON Cash Flow Six    March 31, 1994      November 8, 1995         38,385,712
ICON Cash Flow Seven  January 19, 1996          (1)                81,574,845
                                                             ----------------

                                                             $    263,506,208
                                                             ================

(1) Gross proceeds raised through May 31, 1998.               

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                                    ICON CAPITAL CORP.

                                     Notes to Financial Statements - Continued

(2)  Significant Accounting Policies                                            
-------------------------------                                       

(a) Basis of Accounting and Presentation                              
------------------------------------                          

         The Company's financial statements have been prepared on the historical
      cost basis of accounting using the accrual basis. The preparation of
       financial statements in conformity with generally accepted accounting
       principles requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

(b) Disclosures About Fair Value of Financial Instruments             
-----------------------------------------------------         

    The Statement of Financial Accounting Standards No. 107 ("SFAS No.
         107"), "Disclosures about Fair Value of Financial Instruments" requires
disclosures about the fair value of financial instruments. The
       Company's financial instruments (cash, receivables and notes payable)
        are either payable on demand or have short-term maturities and present
      relatively low credit and interest rate risk, and as a result, their
fair value approximates carrying value at March 31, 1998.     

(c) Revenue and Cost Recognition                                      
----------------------------                                  

Income Fund Fees:                                             
-----------------                                             

       The Company earns fees from the Partnerships for the organization and
      offering of each Partnership and for the acquisition, management and
     administration of their lease portfolios. Organization and offering
      fees are earned based on investment units sold and are recognized at
       each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for managing the
    Partnership's equipment and financing transactions. Management and
     administrative fees are earned upon receipt of rental payments from
lease and financing transactions.                             

      Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and
 ICON Cash Flow C decreased monthly distributions to the limited
        partners from the cash distribution rates stated in their prospectuses
      to an annual rate of 9%. As a result, all management fees payable to
   the Company related to these entities had been deferred until the
      limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
    Flow C received their stated cash distribution rate of return on a
      cumulative basis. Due to the approval of amendments to the ICON Cash
        Flow B and ICON Cash Flow C Partnership Agreements, effective November
         15, 1995 and June 19, 1996, The Company eliminated ICON Cash Flow B and
ICON Cash Flow C's obligation to pay $220,000 and $529,125,   
       respectively of the original management fees deferred. As of December
     31, 1997, ICON Cash Flow A investors had received the stated annual
 rate of return, and as a result the Company reversed $38,081 in
         deferred management fees and recognized such fees as income. Management
      fees in the amount of $232,000 are deferred and outstanding at March
       31, 1998, of which $127,000 is due from ICON Cash Flow B and $105,000
        is due from ICON Cash Flow C. Such amounts are included in receivables
         due from managed partnerships as well as in deferred management fees on
the March 31, 1998 balance sheet.                             

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(d) Deferred Charges                                                  
----------------                                              

 Under the terms of the Partnerships' agreements, the Company is
        entitled to be reimbursed for the costs of organizing and offering the
      units of the Partnerships from the gross proceeds raised, subject to
        certain limitations, based on the number of investment units sold. The
       unamortized balance of these costs are included on the balance sheets
       as deferred charges and are being amortized over the offering period.

(e) Fixed Assets and Leasehold Improvements                           
---------------------------------------                       

       Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
      depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
       amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.

(f) Income Taxes                                                      
------------                                                  

   The Company accounts for its income taxes following the liability
      method as provided for in Statement of Financial Accounting Standard
No. 109 ("SFAS 109"), "Accounting for Income Taxes."          

        The Company filed stand alone Federal and state income tax returns for
       the period April 1, 1996 to August 20, 1996. Thereafter the Company's
   activity is included in the combined Federal and state income tax
returns of Holdings.                                          

(3)  Stockholder's Equity                                                       
--------------------                                                  

As of March 31, 1998, the Company held a demand promissory note for   
    $1,100,000 from Holdings. The note is without interest, except in the case
    of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a 
reduction from stockholders' equity.                                  

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(4)  Related Party Transactions                                                 
--------------------------                                            

The Company earns fees from the Partnerships for the organization and 
offering of each Partnership and for the acquisition, management and  
administration of their lease portfolios. Receivables from managed    
     partnerships relate to such fees, which have been earned by the Company but
    not paid by the Partnerships. The Company also earns a management fee from
  Securities for the support and administration of Securities' operations.
Receivables from affiliates are due primarily from Holdings. Such     
   receivables relate to the reimbursement of amounts paid by the Company on
   behalf of Holdings for items such as investment in a securitization trust
and debt obligations.                                                 

For the year ended March 31, 1998, the Company paid $1,328,440 in     
distributions to Holdings.                                            

(5)  Prepaid and Other Assets                                                   
------------------------                                              

   Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.    

(6)  Income Taxes                                                               

     The provision (benefit) for income taxes for the years ended March 31, 1998
and 1997 consisted of the following:                                  

                                                                [Download Table]

                          1998       1997   
                          ----       ----   
                                            
Current                                     
    Federal             $172,280  $ 185,780 
    State                 54,302    154,998 
                        --------  --------- 

        Total current    226,582    340,778 
                        --------  --------- 

Deferred:                                   
    Federal              100,481    (24,563)
    State                227,779   (204,205)
                        --------  ----------

        Total deferred   328,260   (228,768)
                        --------  --------- 

Total                   $554,842  $ 112,010 
                        ========  ========= 

  Deferred income taxes are provided for the temporary differences between
     the financial reporting basis and the tax basis of the Company's assets and
 liabilities. The deferred tax liabilities at March 31, 1998 and 1997 of
$583,436 and $347,155, respectively, are net of deferred tax assets of
$91,979 at March 31, 1997. Deferred income taxes at March 31, 1998 are
primarily the result of temporary differences relating to the carrying
 value of fixed assets, the investments in the Partnerships and deferred
charges.                                                              

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

The following table reconciles income taxes computed at the federal   
statutory rate to the Company's effective tax rate for the years ended
March 31, 1998 and 1997:                                              

                                                        [Enlarge/Download Table]

                                                         1998                    1997        
                                                         ----                    ----        

                                                   Tax         Rate        Tax         Rate  
                                                   ---         ----        ---         ----  
                                                                                             
Federal statutory                              $  735,726      34.00%  $ 1,327,955     34.00%
State income taxes, net of Federal tax effect     186,174       8.60       (32,477)    (0.83)
Distribution to Parent                           (451,670)    (20.87)   (1,235,361)   (31.63)
Meals and entertainment exclusion                  20,663        .95        21,979      0.56 
Other                                              63,949       2.96        29,914      0.77 
                                               ----------     ------   -----------    ------ 
                                               $  554,842      25.64%  $   112,010      2.87%
                                               ==========     ======   ===========    ====== 

(7)  Notes Payable                                                              
-------------                                                         

  On August 21, 1997, the Company entered into an unsecured line of credit
   agreement. The maximum amount available and outstanding under the line of
credit was $600,000. On December 10, 1997, the Company refinanced the 
  discretionary line of credit with a new line of credit (the "Facility").
The maximum amount available and outstanding under that Facility was  
  $1,300,000. In March 1998, the Facility was increased to $2,000,000, all
    of which was outstanding at March 31, 1998. The Facility matures on August
31, 1998.                                                             

     Interest is payable at prime (8.5% at March 31, 1998) plus 1%. The Facility
     requires that the Company, among other things, meet certain objectives with
respect to financial ratios. At March 31, 1998, the Company was in    
compliance with the covenants required by the Facility.               

Notes payable at March 31, 1998 and 1997 were as follows:             

                                                                [Download Table]

                                                                 1998       1997  
                                                                 ----       ----  

                                                                                  
Unsecured line of credit, interest at                                             
   prime (8.5% at March 31, 1998) plus 1%                                         
   due June 30, 1998                                          $2,000,000  $     --

Various obligations under capital leases, payable in monthly                      
  installments through March 2002                                246,386   196,105
                                                              ----------  --------

                                                              $2,246,386  $196,105
                                                              ==========  ========

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

(8)  Investment in Equipment Under Operating Lease                              
---------------------------------------------                         

In December 1993, the Company invested $5,340,436 in manufacturing    
     equipment and leased such equipment to a third party for a two year period.
Simultaneously with the purchase of the equipment, the Company, on a  
non-recourse basis, obtained $5,393,840 in financing from a financial 
     institution, of which $5,340,436 of such proceeds were paid directly to the
  equipment vendor to satisfy the cost of the equipment. The excess of the
  proceeds from the financing over the cost of the equipment, $53,404, was
  paid directly to the Company and was earned over the initial lease term.
All rental payments by the lessee were paid directly to the financial 
     institution. The original non-recourse financing bore interest at a rate of
   6.6%, and was paid in 24 monthly installments of $55,097 through December
1995, with a final payment of $4,699,584 due in January 1996.         

      On January 1, 1996, the lessee renewed the lease and the bank extended the
term of the non-recourse note. The terms of the renewal required 24 
monthly installments of $171,294 through December 1997. Such rental 
  payments continued to be paid directly to the financial institution to
    reduce the loan, with interest calculated at 8.95%. The lease terminated
      in fiscal 1997 and the Company recognized a gain of $1,694 on disposition.

(9)   Commitments and Contingencies                                             
-----------------------------                                       

    The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1998 and 1997 totaled to 
   $497,223 and $347,990, net of sublease income of $155,749 and $170,602,
    respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows:                                

  Fiscal Year Ending
                              March 31,                     Amount
                              ---------                     ------
                                 1999                       $  988,702
                                 2000                          898,017
                                 2001                          773,501
                                 2002                          521,906
                                 Thereafter                  1,376,290
                                                            ----------
                                                            $4,558,416
                                                            ==========

(11) Supplemental Disclosure of Cash Flow Information                           
------------------------------------------------                      

     During the year ended March 31, 1998 and 1997, the Company paid $80,885 and
$6,818 in interest on recourse financing, respectively.               

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ICON CAPITAL CORP.

 Notes to Financial Statements - Continued

 For the year ended March 31, 1997, payments relating to the Company's
    non-recourse note payable aggregated $1,541,647, of which $1,293,775 was
principal and $247,872 was interest.                                

      For the year ended March 31, 1998, the Company purchased $103,839 in fixed
assets utilizing proceeds from capital lease transactions.          

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Amendment No. 1 to the
Third Amended and Restated
Agreement of Limited Partnership
of
ICON Cash Flow Partners L.P. Seven
----------------------------------

  This Amendment No. 1, dated as of October 1, 1997 (this "Amendment"), to
the Third Amended and Restated Agreement of Limited Partnership of ICON Cash    
Flow Partners L.P. Seven, dated as of September 12, 1995 (the "Agreement"),     
hereby amends the Agreement as follows:                                         

   Section 17 is hereby amended by revising the definitions of the following
terms appearing therein so that each will now read as follows:                  

"'Disposition Period" means the period commencing on the first day    
following the end of the Reinvestment Period and continuing for the period      
deemed necessary by the General Partner for orderly termination of its          
operations and affairs and liquidation or disposition of the Partnership's      
Investments and other assets and the realization of maximum Liquidation Proceeds
therefor, which period is expected to continue not less than six (6), and not   
more than thirty (30), months beyond the end of the Reinvestment Period and     
which, in no event may extend beyond May 9, 2008 (ten and one-half (10-1/2)     
years after the originally scheduled offering termination date of November 9,   
1997)."                                                                         

     "'Reinvestment Period" means the period commencing with the Initial Closing
Date and ending November 9, 2002 (five (5) years from the originally scheduled  
offering termination date of November 9, 1997); provided that such period may be
extended at the sole and absolute discretion of the General Partner for a       
further period of not more than an additional 36 months."                       

    "Termination Date" means the earliest of (a) the date on which the Maximum
Offering has been sold, (b) thirty six (36) months following the Effective Date,
and (c) the termination of the Offering by the General Partner at any time."    

    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.                                                       

GENERAL PARTNER:        
ICON CAPITAL CORP.      

By: /s/ Thomas W. Martin        
                 -----------------------------------------
                  Thomas W. Martin, Executive Vice President
              of ICON Capital Corp., General Partner

LIMITED PARTNERS:       
                 ICON CAPITAL CORP., pursuant to powers of
                  attorney and to authorizations granted and
                            delivered, or hereafter granted and delivered to, it

By: /s/ Thomas W. Martin        
                           ---------------------------------------------------
                  Thomas W. Martin, Executive Vice President
              of ICON Capital Corp., General Partner

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THIRD AMENDED AND RESTATED                  
AGREEMENT OF                  
LIMITED PARTNERSHIP                   

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THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

OF
ICON CASH FLOW PARTNERS L.P. SEVEN

   This Third Amended and Restated Agreement of Limited Partnership, dated
as                                                                              
of the  September 12, 1995 (this  "Agreement"),  is made and entered into by    
and                                                                             
among ICON Capital Corp., a Connecticut corporation ("ICON"), as general        
partner                                                                         
(hereinafter  referred to as the  "General  Partner"),  Charles  Duggan,  as    
the                                                                             
original limited partner (the "Original Limited  Partner"),  and such           
additional                                                                      
Limited  Partners as may be admitted to the Partnership upon the Initial        
Closing                                                                         
Date  or any  subsequent  Closing  Date  pursuant  to  the  terms  hereof;      
such                                                                            
additional Limited Partners  hereinafter each referred to as a "Limited         
Partner"                                                                        
and collectively referred to as the "Limited Partners";  and the General        
Partner                                                                         
and the Limited Partners  hereinafter  occasionally  referred to collectively   
as                                                                              
the "Partners").                                                                

 WITNESSETH:

  WHEREAS,  on May 23, 1995,  the General  Partner  filed a  Certificate
of                                                                              
Limited  Partnership,  dated as of May 23,  1995,  establishing  ICON  Cash     
Flow                                                                            
Partners  L.P.  Seven (the  "Partnership")  under and  pursuant to the          
Delaware                                                                        
Revised Uniform Limited Partnership Act (the "Delaware Act").                   

WHEREAS,  on September 12, 1995, the General Partner and Original   
Limited                                                                         
Partner  have  determined  that it is  necessary  and  appropriate  to amend    
and                                                                             
restate the original Agreement of Limited Partnership in certain respects; and  

WHEREAS,  on November 2, 1995,  the General  Partner and Original   
Limited                                                                         
Partner  have  determined  that it is  necessary  and  appropriate  to amend    
and                                                                             
restate the original Agreement of Limited Partnership in certain respects; and  

WHEREAS,  on November 8, 1995,  the General  Partner and Original   
Limited                                                                         
Partner  have  determined  that it is  necessary  and  appropriate  to amend    
and                                                                             
restate the original Agreement of Limited Partnership in certain respects; and  

  NOW, THEREFORE,  in consideration of the premises and mutual covenants
and                                                                             
agreements  hereinafter  set forth,  the  receipt and  sufficiency  of which    
are                                                                             
hereby acknowledged,  the General Partner and each Limited Partner, intending   
to                                                                              
be legally bound, hereby agree as follows:                                      

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Section   1.    ESTABLISHMENT   OF   PARTNERSHIP.                               

  The parties  hereto  hereby  enter into this  Agreement  and do hereby
set                                                                             
forth  the  terms of the  Partnership  established  under  and  pursuant  to    
the                                                                             
provisions  of the  Delaware  Act,  which  terms  shall  govern  the  rights    
and                                                                             
liabilities of the Partners, except as otherwise herein expressly stated.       

Section  2.  NAME,   PRINCIPAL  OFFICE,  NAME  AND  ADDRESS  OF                 
REGISTERED AGENT FOR SERVICE OF PROCESS.        

2.1  Legal Name and Address.                                        

The Partnership shall be conducted under the name "ICON Cash Flow   
Partners                                                                        
L.P. Seven". The principal office and place of business of the Partnership      
shall                                                                           
be 600 Mamaroneck Avenue,  Harrison,  New York 10528 or at such other address   
as                                                                              
the  General  Partner  may from time to time  determine  and  specify by        
written                                                                         
notice to the Limited  Partners.  The  Partnership  may also maintain such      
other                                                                           
offices and places of business as the General  Partner may deem advisable at    
any                                                                             
other place or places within the United States and, in connection therewith,    
the                                                                             
General  Partner  shall  qualify  and remain  qualified,  and shall use its     
best                                                                            
efforts to qualify and keep the Partnership qualified,  to do business under    
the                                                                             
laws of all such  jurisdictions  as may be necessary  to permit the             
Partnership                                                                     
legally to conduct its business in such jurisdictions.  The registered office   
of                                                                              
the  Partnership  in the  State  of  Delaware  shall be at 1209  Orange         
Street,                                                                         
Wilmington,  Delaware,  19801.  The name of its registered agent at such        
address                                                                         
shall be The  Corporation  Trust  Company.  The  General  Partner may change    
the                                                                             
registered  office  and the  registered  agent of the  Partnership,  with       
prior                                                                           
written notice to the Limited Partners.                                         

2.2  Address of Partners2.2  Address of Partners.                   

   The principal  place of business of the General  Partner and the places
of                                                                              
residence of the Limited  Partners  shall be those  addresses set forth         
opposite                                                                        
their  respective  names  in  Schedule  A to  this  Agreement  (as  such  may   
be                                                                              
supplemented  or amended from time to time).  Any Partner may change his, her   
or                                                                              
its  respective  place of business or  residence,  as the case may be, by       
giving                                                                          
Notice  of such  change  to the  Partnership  (and,  in the case of the         
General                                                                         
Partner,  by also giving Notice thereof to all of the Limited  Partners),       
which                                                                           
Notice shall become effective upon receipt.                                     

Section 3.  PURPOSES AND POWERS.                                                

3.1  Purposes.                                                      

  The  Partnership  has been  organized  for the object  and  purpose of
(a)                                                                             
acquiring,  investing in,  purchasing,  owning,  holding,  leasing,             
re-leasing,                                                                     
financing, refinancing,  borrowing, managing, maintaining, operating,           
improving,                                                                      
upgrading,  modifying,  exchanging,  assigning,  encumbering,  creating         
security                                                                        
interests in, pledging, selling,  transferring or otherwise disposing of, and   
in                                                                              
all respects  otherwise dealing in or with,  Equipment of all kinds, (b)        
lending                                                                         
and  providing  financing  to other  Persons for their  acquisition  of items   
of                                                                              
equipment  and other  tangible and  intangible  personal  property of all       
kinds,                                                                          
pursuant to financing  arrangements or transactions  secured by various items   
of                                                                              
equipment (or interests  therein and leases and licenses thereof) and other     
such                                                                            
personal property in any part of the world (including,  without limitation,     
all                                                                             
land,  waters  and space  under,  on or above such part of the  world),  and    
(c)                                                                             
establishing,  acquiring,  conducting  and  carrying on any  business           
suitable,                                                                       
necessary,  useful or convenient in connection  therewith,  in order to         
generate                                                                        
monthly  cash  distributions  to the  Limited  Partners  during  the term of    
the                                                                             
Partnership.                                                                    

3.2    Investment Objectives and Policies.                          

The  Equipment  acquired by the  Partnership  shall be selected from
among                                                                           
new,  used and  reconditioned  (i) office and  management  information          
systems,                                                                        
graphic processing  equipment,  photocopying  equipment and,  communications    
and                                                                             
related peripheral equipment, (ii) printing equipment,  (iii) materials         
handling                                                                        
equipment,   (iv)  machine  tools  and  manufacturing   equipment,  (v)         
medical                                                                         
diagnostic and testing equipment,  (vi) aircraft, rail, over-the-road and       
marine                                                                          
equipment  and  (vii)  miscellaneous  equipment  of other  types  that  meet    
the                                                                             
investment  objectives of the  Partnership  and shall be leased to Lessees      
under                                                                           
Full-Payout Leases and Operating Leases. The Financing Transactions entered     
into                                                                            
by the  Partnership  shall be with  Users  that are  Creditworthy  and  shall   
be                                                                              
evidenced by a written  promissory  note of such User evidencing the            
irrevocable                                                                     
obligation of such User to repay the  principal  amount  thereof,  together     
with                                                                            
interest  thereon,  in  accordance  with  the  terms  thereof,  which           
repayment                                                                       
obligation  may  be  collateralized  by  a  security  interest  in  tangible    
or                                                                              
intangible  personal  property  and in any  lease or  license  of such          
personal                                                                        
property, as well as the revenues arising thereunder, or in such other assets   
of                                                                              
such User as the General Partner may deem to be  appropriate.  All funds held   
by                                                                              
the Partnership (including, without limitation,  Subscription Monies released   
to                                                                              
the  Partnership  on any  Closing  Date)  that are not  invested  in            
Equipment,                                                                      
Financing  Transactions  or Reserves  shall be invested  by the  Partnership    
in                                                                              
Permitted Investments.                                                          

3.3  Powers.                                                        

  In  furtherance  of the above  purposes,  the  Partnership  shall have
the                                                                             
power:                                                                          

(a) to acquire, invest in, purchase,  own, hold, lease, release,    
finance,                                                                        
refinance,   borrow,  manage,  maintain,   operate,  improve,  upgrade,         
modify,                                                                         
exchange, assign, encumber, create security interests in, pledge, sell,         
transfer                                                                        
or  otherwise  dispose  of,  and in all  respects  otherwise  deal  in or       
with,                                                                           
Equipment and other  tangible and intangible  personal  property of all kinds   
in                                                                              
any part of the world (including, without limitation, all land, waters and      
space                                                                           
under, on or above such part of the world);                                     

(b) to invest  substantially  all Cash From  Operations  (other than
those                                                                           
necessary  to pay  the  expenses  of the  Partnership  and to  make  First      
Cash                                                                            
Distributions)  and  Cash  From  Sales  in  additional  Investments  during     
the                                                                             
Reinvestment Period as provided in Section 8.1(a) hereof;                       

(c) to  enter  into  joint  ventures,  partnerships  and  other     
business,                                                                       
financing  and legal and  beneficial  ownership  arrangements  with  respect    
to                                                                              
equipment  and other  tangible and  intangible  personal  property and          
financing                                                                       
arrangements  deemed  prudent  by  the  General  Partner  in  order  to         
achieve                                                                         
successful operations for the Partnership;                                      

  (d) to  purchase  and hold  securities  issued  by any  Person  if, in
the                                                                             
General Partner's opinion, the purchase is an advisable or necessary step in    
the                                                                             
acquisition and financing by the Partnership of Investments;                    

  (e) to hold  interests in property,  both real and personal,  tangible
and                                                                             
intangible,  including, without limitation,  contract rights, lease rights,     
debt                                                                            
instruments and equity interests in corporations, partnerships (both limited    
and                                                                             
general and including,  subject to the provisions of this Agreement,            
Affiliated                                                                      
Entities),  joint  ventures and other entities  (including,  but not limited    
to,                                                                             
common and preferred stock, debentures, bonds and other securities of every     
kind                                                                            
and nature);  provided that the  Partnership may make such  Investments  only   
in                                                                              
furtherance of its investment  objectives and in accordance  with its           
investment                                                                      
policies;                                                                       

(f) subject to any applicable statutes and regulations, to lend and 
borrow                                                                          
money to further the purposes of the Partnership,  to issue and accept          
evidences                                                                       
of  indebtedness  in respect  thereof,  and to secure the same by  mortgages    
or                                                                              
pledges or grants of liens on, or other  security  interests in,  Investments   
of                                                                              
the Partnership and accept such kinds and amounts of security for loans,        
leases                                                                          
and licenses it makes to others as the General  Partner in its sole and         
absolute                                                                        
discretion shall deem appropriate; and                                          

(g) to do all things,  carry on any  activities  and enter into,    
perform,                                                                        
modify,  supplement or terminate any contracts  necessary to, connected with,   
or                                                                              
incidental to, or in  furtherance  of, the purposes of the  Partnership,  all   
so                                                                              
long as such things,  activities and contracts may be lawfully done,  carried   
on                                                                              
or entered  into by the  Partnership  under the Delaware Act and the laws of    
the                                                                             
United States of America and under the terms of this Agreement.                 

4.  TERM.                                                                       

The term of the  Partnership  commenced upon the filing of the      
Certificate                                                                     
of Limited  Partnership  with the Secretary of State of the State of Delaware   
on                                                                              
May 23, 1995 and shall terminate at midnight on December 31, 2015, unless       
sooner                                                                          
dissolved or terminated as provided in Section 11 of this Agreement.            

5.  PARTNERS AND CAPITAL.                                                       

5.1  General Partner.                                                 

The  General  Partner  has  contributed  $1,000,  in cash,  as its  
Capital                                                                         
Contribution to the Partnership.                                                

The General  Partner shall use its best efforts to maintain,  at all
times                                                                           
from and after the date of this Agreement  through and including the            
Termination                                                                     
Date, a Net Worth that is at least sufficient for the Partnership to qualify,   
in                                                                              
the  opinion of Tax Counsel to the  Partnership,  as a  partnership  for        
federal                                                                         
income tax  purposes and to satisfy the net worth  requirements  for a          
"sponsor"                                                                       
under the NASAA Guidelines.                                                     

5.2  Original Limited Partner.                                      

   The Original Limited Partner has made a capital  contribution of $1,000
to                                                                              
the Partnership.                                                                

   By his execution  hereof,  the Original  Limited  Partner hereby agrees
to                                                                              
withdraw as Original Limited Partner,  and the parties hereto agree to return   
to                                                                              
him his capital  contribution  of $1,000 and to retire his original             
Partnership                                                                     
Interest  of ten (10) Units  upon the  Initial  Closing  Date and  admission    
of                                                                              
additional Limited Partners.                                                    

5.3  Limited Partners.                                              

   (a) From and after the Initial  Closing Date,  there shall be one class
of                                                                              
limited partners,  the Interests of which shall consist of up to 1,000,000      
Units                                                                           
that shall initially be held by the Limited Partners.                           

  (b) Any Person  desiring  to become a Limited  Partner  shall  execute
and                                                                             
deliver to the General Partner a subscription  agreement,  substantially  in    
the                                                                             
form filed as an  exhibit to the  Prospectus,  and such other  documents  as    
the                                                                             
General Partner shall reasonably request, which other documents shall be in     
form                                                                            
and substance reasonably satisfactory to the General Partner, pursuant to       
which,                                                                          
among other things, such Person shall, subject to acceptance of his             
subscription                                                                    
by the General  Partner,  agree to be bound by all terms and  provisions of     
this                                                                            
Agreement.  Units will be sold only to Persons (i) who represent  that they     
have                                                                            
either  (a) an annual  gross  income of at least  $30,000  and a net worth of   
at                                                                              
least  $30,000 or (b) a net worth of at least  $75,000 or (ii) who  satisfy     
the                                                                             
suitability standards applicable in the state of their residence or domicile,   
if                                                                              
more stringent than the standards described in clause (i) above.                

  (c) Each  Limited  Partner  (other than  Affiliated  Limited  Partners
and                                                                             
Limited   Partners   entitled  to  Volume   Discounts)   shall  make  a         
Capital                                                                         
Contribution, in cash, in an amount equal to the Gross Unit Price to the        
capital                                                                         
of the Partnership for each Unit or fraction thereof purchased.  Each           
Affiliated                                                                      
Limited Partner shall make a Capital  Contribution,  in cash, in an amount      
equal                                                                           
to the Net Unit Price for each Unit or fraction thereof purchased.  Each        
Limited                                                                         
Partner  entitled to a Volume  Discount  shall make a Capital  Contribution,    
in                                                                              
cash,  to the capital of the  Partnership  in an amount  equal to the Gross     
Unit                                                                            
Price for each Unit or fraction thereof  purchased less the amount of the       
Volume                                                                          
Discount.                                                                       

(d) Limited Partners (except  residents of certain States) must     
purchase a                                                                      
minimum of (i)  twenty-five  (25) whole Units  other than (ii) IRA or           
Qualified                                                                       
Plans  (including  Keogh  Plans) may purchase a minimum of ten (10) whole       
Units.                                                                          
Above such minimum  purchase  requirements,  Limited  Partners may subscribe    
for                                                                             
additional  Units or  fractions  thereof  equal to  1/10,000th  of a Unit or    
any                                                                             
multiple thereof (unless  prohibited by applicable law) at the Gross Unit       
Price,                                                                          
Net Unit  Price or Gross Unit Price less  Volume  Discount,  whichever  shall   
be                                                                              
applicable.                                                                     

(e) The General  Partner and any  Affiliate of the General  Partner 
shall                                                                           
have the  right to  subscribe  for  Units  for its own  account  for            
investment                                                                      
purposes  only;  provided  that the aggregate  number of Units  purchased by    
the                                                                             
General  Partner  and such  Affiliates  collectively  shall not exceed ten      
(10%)                                                                           
percent of all Units subscribed for by non-Affiliated Persons.                  

(f) No subscribers  shall be admitted to the Partnership  unless and
until                                                                           
the Minimum  Offering shall be achieved.  Upon the  determination by the        
General                                                                         
Partner that the Minimum  Offering has been achieved,  the General Partner      
shall                                                                           
set the Initial Closing Date.  Following the Initial Closing Date, a Closing    
may                                                                             
be held on the last day of any Segment  (or, if such day is not a business      
day,                                                                            
on the next preceding business day),  provided that no Closing shall be         
required                                                                        
to be held on such last day of any Segment (or the next preceding  business     
day)                                                                            
if the number of Units  subscribed for but as to which the subscribers  have    
not                                                                             
been  admitted  to the  Partnership  as  Limited  Partners  as of  such  date   
is                                                                              
insufficient,  in the sole and absolute  discretion of the General  Partner,    
to                                                                              
justify  the  administrative  burden  and  expense  of  holding a  Closing,     
and                                                                             
provided,  further,  that the Final  Closing  Date may, in the sole and         
absolute                                                                        
discretion of the General Partner, be held on a day other than the last day     
of a                                                                            
Segment,  and shall be held as promptly  as  practicable  after the             
Termination                                                                     
Date. As promptly as is practicable  following the admission of each            
subscriber                                                                      
as Limited  Partner,  the  General  Partner  shall send  notice to such         
Limited                                                                         
Partner in confirmation thereof.                                                

  (g)  Subscriptions for Units shall promptly be accepted or rejected by
the                                                                             
General  Partner  after their receipt by the  Partnership  (but in any event    
not                                                                             
later than 30 days thereafter) and a confirmation of receipt thereof sent by    
the                                                                             
General Partner.  The General Partner retains the unconditional  right to       
refuse                                                                          
to admit any subscriber as a Limited Partner.                                   

(h) Each  Subscriber  shall be  admitted to the  Partnership  as a  
Limited                                                                         
Partner, and shall for all purposes of this Agreement become and be treated     
as a                                                                            
Limited Partner,  as of the first day immediately  following the Closing Date   
as                                                                              
of which such  Subscribers  is admitted to the  Partnership or the Final        
Closing                                                                         
Date or as of the first day of the Segment immediately  following any           
subsequent                                                                      
Closing  Date  (other  than the Final  Closing  Date),  as the case may be,     
next                                                                            
following the acceptance of their  subscriptions  by the General Partner and    
the                                                                             
receipt by the General Partner of all Subscription  Monies payable in           
connection                                                                      
therewith. Any subscriber who is a resident of the Commonwealth of              
Massachusetts                                                                   
and who has been admitted as a Limited  Partner of the  Partnership  within     
five                                                                            
(5) business days following the date he or she receives a copy of the           
Prospectus                                                                      
(as  evidenced  by his or her  signature  on  the  Subscription  Agreement      
or a                                                                            
separate  receipt  for the  Prospectus)  may,  by giving  written  notice to    
the                                                                             
General Partner or Dealer-Manager  within such five (5) day period,  rescind    
his                                                                             
or her subscription and shall receive a prompt refund of his or her             
subscription                                                                    
plus  simple  interest  at 8% per  annum  from the date  such  subscription     
was                                                                             
received  by  the   Partnership   until   returned  to  such   subscriber       
less                                                                            
distributions,  if any, made to such  subscriber from the Escrow Account and    
the                                                                             
Partnership.                                                                    

  (i) The name and  address of each  Limited  Partner  and the amount of
the                                                                             
Capital  Contribution  made by such Limited  Partner are set forth on           
Schedule A                                                                      
hereto,  as such may be  supplemented  or  amended  from time to time.          
Promptly                                                                        
following  each  Closing  Date  (and,  in any  event,  within  5  business      
days                                                                            
thereafter),  the General  Partner shall amend  Schedule A to this  Agreement   
to                                                                              
reflect the name,  address  and Capital  Contribution  of each  Limited         
Partner                                                                         
admitted  to the  Partnership  as a result of such  Closing;  provided  that    
any                                                                             
failure so to amend such  Schedule A following any Closing Date shall not in    
any                                                                             
way affect the  admission  of any  Limited  Partner to the  Partnership  for    
all                                                                             
purposes  of this  Agreement  if such  Limited  Partner  was duly  and          
properly                                                                        
admitted to the Partnership as a result of such Closing.                        

(j) From the date hereof to, but not including,  the Initial Closing
Date,                                                                           
all  funds in  respect  of Units  for which  subscriptions  have  been          
received                                                                        
("Subscription Monies") shall be deposited in the Escrow Account. From and      
after                                                                           
the  Initial  Closing  Date,  all  Subscription  Monies  shall  be  held  by    
the                                                                             
Partnership in a Qualified Subscription Account until the release thereof on    
the                                                                             
applicable Closing Date. Both the Escrow Account and any Qualified              
Subscription                                                                    
Account  shall be  established  by the General  Partner for the sole  purpose   
of                                                                              
holding and investing  Subscription  Monies pending  admission of subscribers   
to                                                                              
the Partnership as Limited Partners.                                            

(k) On the Initial Closing Date or any subsequent Closing Date,     
whichever                                                                       
may be applicable,  all  Subscription  Monies then held in the Escrow Account   
or                                                                              
any Qualified  Subscription  Account,  as the case may be, with respect to      
Units                                                                           
purchased by any Limited Partner admitted to the Partnership as a result of     
such                                                                            
Closing,  together with any interest  earned  thereon,  shall be released to    
the                                                                             
Partnership.  Any  interest  earned on such  Subscription  Monies  prior to     
such                                                                            
release shall be paid to such Limited Partner  promptly after such Closing      
Date.                                                                           
If the number of Units  subscribed  for are not  sufficient  to  constitute     
the                                                                             
Minimum Offering,  all Subscription  Monies deposited by any subscriber shall   
be                                                                              
returned,  together with any interest  earned thereon and without  deduction    
for                                                                             
any Front-End Fees, to such subscriber.  Furthermore,  any  Subscription        
Monies                                                                          
deposited by any subscriber who is not accepted by the General Partner to       
become                                                                          
a Limited Partner shall be promptly returned,  together with any interest       
earned                                                                          
thereon and without deduction for any Front-End Fees, to such subscriber.  In   
no                                                                              
event shall any Subscription Monies be held in the Escrow Account or a          
Qualified                                                                       
Subscription  Account  for more than one year beyond the  Effective  Date       
before                                                                          
either  being  released  to the  Partnership  upon a Closing or  returned to    
the                                                                             
subscriber.                                                                     

5.4  Partnership Capital.                                           

(a) No Partner shall be paid interest on any Capital  Contribution  
(except                                                                         
any interest earned on Subscription Monies as provided in Section 5.3(k).       

(b)  Except as  provided  in  Section  10.5 and  except  that the 10
Units                                                                           
purchased  by the  Original  Limited  Partner  shall be  redeemed  at par on    
the                                                                             
Initial  Closing  Date as provided in Section  5.2,  the  Partnership  shall    
not                                                                             
redeem or  repurchase  any Unit.  No Partner shall have the right to withdraw   
or                                                                              
receive  any  return  of  such  Partner's   Capital   Contribution,   except    
as                                                                              
specifically  provided in this  Agreement,  and no Capital  Contribution  may   
be                                                                              
returned to any Partner in the form of property other than cash.                

(c) Except as otherwise  specifically  provided herein, no Limited  
Partner                                                                         
shall have priority over any other Limited  Partner  either as to (i) the       
return                                                                          
of such Limited  Partner's  Capital  Contribution or Capital Account,  (ii)     
such                                                                            
Limited  Partner's  share of Profits and Losses or (iii) such Limited           
Partner's                                                                       
share of distributions of Cash From Operations and Cash From Sales.             

(d) Neither the General  Partner nor any Affiliate of the General   
Partner                                                                         
shall have any personal liability for the repayment of the Capital              
Contribution                                                                    
of any Limited  Partner  except,  and solely to the extent,  provided in        
Section                                                                         
6.3, Section 9.3(a) and Section 11.2(a)(iii), above.                            

5.5  Capital Accounts.                                              

  (a) A separate Capital Account shall be established and maintained for
the                                                                             
General Partner and for each Limited Partner.                                   

(b) The Capital  Account of the General  Partner  initially  shall  
be $1,000.                                                                      

  (c) The Capital  Account of each Limited  Partner  initially  shall be
the                                                                             
amount of such Limited Partner's Capital Contribution.                          

  (d) The Capital  Account of each  Partner  shall be  increased  by (i)
the                                                                             
amount of any additional  money  contributed by such Partner to the             
Partnership,                                                                    
(ii) the fair market  value of any property  contributed  by such Partner to    
the                                                                             
Partnership (net of liabilities  secured by such  contributed  property that    
the                                                                             
Partnership  is  considered to assume or take subject to under Code Section     
752)                                                                            
and (iii) allocations to such Partner of Partnership Profits (or items          
thereof),                                                                       
and items of income and gain  specially  allocated  pursuant  to Section        
8.2(f)                                                                          
hereof. The Capital Account of each Partner shall be decreased by (i) the       
amount                                                                          
of money  distributed to or on behalf of such Partner by the  Partnership,      
(ii)                                                                            
the fair  market  value of any  property  distributed  to or on  behalf  of     
such                                                                            
Partner by the  Partnership  (net of  liabilities  secured  by such             
distributed                                                                     
property that such Partner is considered to assume or take subject to under     
Code                                                                            
Section 752), and (iii)  allocations  to such Partner of Partnership  Losses    
(or                                                                             
items thereof) and items of loss and deduction  specially  allocated pursuant   
to                                                                              
Section 8.2(f) hereof.                                                          

  (e) For  purposes  of this  Agreement,  a  Partner  who has more  than
one                                                                             
Interest in the  Partnership  shall have a single Capital  Account that         
reflects                                                                        
all such  Interests,  regardless of the class of Interests owned by such        
Partner                                                                         
(e.g.,  general or limited) and  regardless  of the time or manner in which     
such                                                                            
Interests were acquired.                                                        

(f) If an Interest is sold or otherwise  transferred,  the Capital  
Account                                                                         
of the  transferor  with  respect  to  such  Interest  shall  carry  over to    
the                                                                             
transferee in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(l).         
However,                                                                        
if the  transfer  causes a  termination  of the  Partnership  under Code        
Section                                                                         
708(b)(1)(B),  the Capital  Account that carries over to the transferee  will   
be                                                                              
adjusted in accordance  with the  constructive  liquidation  and                
reconstitution                                                                  
rules under Treas. Reg. Section 1.708-1.                                        

(g) For any  taxable  year in  which  the  Partnership  has a Code  
section  754  election  in  effect,   the  Capital   Accounts  shall  be        
maintained in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(m).         

(h) Upon the  occurrence  of the events  specified in Treas.  Reg.  
Section  1.704-1(b)(2)(iv)(f)5,  the Partners' Capital Accounts shall be        
adjusted  and  thereafter  maintained  to  reflect  the  revaluation  of        
Partnership  assets on the books of the  Partnership in accordance  with        
such Treasury  Regulation and Treas. Reg. Sections  1.704-1(b)(2)(iv)(f)        
through (h).                                                                    

(i) Notwithstanding anything herein to the contrary, the Partners'  
Capital                                                                         
Accounts shall at all times be maintained in the manner required by Treas.      
Reg.                                                                            
Section  1.704-1(b)(2)(iv),  and any questions or ambiguities  arising          
hereunder                                                                       
shall be resolved by  reference  to such  Treasury  Regulations.  Further,      
such                                                                            
Treasury Regulations shall govern the maintenance of the Capital Accounts to    
the                                                                             
extent this Agreement is silent as to the treatment of a particular item. In    
the                                                                             
event Treas. Reg. Section 1.704-1(b)(2)(iv) shall fail to provide guidance as   
to                                                                              
how  adjustments to the Capital  Accounts  should be made to reflect            
particular                                                                      
adjustments to Partnership capital on the books of the Partnership, such        
Capital                                                                         
Account  adjustments  shall  be made in a  manner  that is  consistent  with    
the                                                                             
underlying   economic   arrangement  of  the  Partners  and  is  based          
wherever                                                                        
practicable, on federal tax accounting principles.                              

5.6   Additional  Capital                                           
Contributions.                                                                  

(a)  The  General  Partner  shall  not be  required  to make  any   
Capital                                                                         
Contributions  in addition to its initial  $1,000  Capital  Contribution        
except                                                                          
pursuant to and in accordance with Section 11.2(a)(iii) of this Agreement.      

(b) No Limited Partner shall be required to make any Capital        
Contribution                                                                    
in addition to the initial price paid for such Limited  Partner's Units         
pursuant                                                                        
to the Offering.                                                                

5.7  Loans by Partners.                                             

  Except as provided in Section 11.2(a)(iii),  no loan by any Partner or
any                                                                             
Affiliate of any Partner to the Partnership (including,  without limitation,    
any                                                                             
Partnership Loan) shall constitute a Capital  Contribution to the Partnership   
or                                                                              
increase the Capital Account balance of any Partner,  but shall be treated,     
for                                                                             
all purposes, as indebtedness of the Partnership payable or collectible only    
out                                                                             
of the assets of the  Partnership  in accordance  with the terms and            
conditions                                                                      
upon which such loan was made.                                                  

5.8  No  Right to  Return  of Capital.                              

   No Partner shall be entitled to demand or receive any  distribution  of
or                                                                              
with respect to such Partner's Capital  Contribution or Capital Account,        
except                                                                          
as specifically provided under this Agreement.                                  

6.  GENERAL PARTNER.                                                            

6.1  Extent of Powers and Duties.                                   

(a)  General.                                                       

 Except as  expressly  limited by the  provisions  of this  Agreement,
the                                                                             
General  Partner shall have complete and exclusive  discretion in the           
management                                                                      
and  control  of the  affairs  and  business  of the  Partnership  and  shall   
be                                                                              
authorized to employ all powers  necessary,  convenient or  appropriate to      
carry                                                                           
out  the  purposes,  conduct  the  business  and  exercise  the  powers  of     
the                                                                             
Partnership.  Without  limiting the  generality  of the  foregoing,  the        
General                                                                         
Partner  shall  provide  such asset  management  personnel  and  services as    
the                                                                             
General  Partner,  in its sole and absolute  discretion,  may deem  necessary   
or                                                                              
appropriate  to conduct  the  business  activities  of the  Partnership  and    
the                                                                             
day-to-day  management of its assets,  including,  but not limited to,          
leasing,                                                                        
licensing,  re-leasing and  re-licensing  the  Equipment,  monitoring the use   
of                                                                              
collateral  for the Leases and Financing  Transactions,  arranging for          
necessary                                                                       
licensing, registration,  maintenance and repair of the Equipment (to the       
extent                                                                          
Lessees  or  Users  are not  contractually  obligated  to do so and the         
General                                                                         
Partner expressly assumes such duties),  collecting  revenues,  paying          
Operating                                                                       
Expenses,  determining  that  the  Equipment  is used  in  accordance  with     
all                                                                             
operative  contractual  arrangements  and  providing  clerical  and             
bookkeeping                                                                     
services  necessary to provide tax,  financial and  regulatory  reporting to    
the                                                                             
Limited Partners and for the operations of the Partnership.  The General        
Partner                                                                         
may  employ on behalf of the  Partnership,  to the  extent  that it, in its     
sole                                                                            
judgment shall deem advisable, managerial, sales, maintenance, administrative   
or                                                                              
secretarial  personnel,   agents  and  other  Persons,   including  any  of     
its                                                                             
Affiliates,  which it determines are necessary for the maintenance of any of    
the                                                                             
Partnership's property, and/or the operation of the business of the             
Partnership,                                                                    
may engage and retain  attorneys,  accountants or brokers to the extent that,   
in                                                                              
the judgment of the General Partner,  their  professional  services are         
required                                                                        
during  the term of the  Partnership,  as well as  employ  the  services  of    
its                                                                             
Affiliates  to assist the  General  Partner in its  managerial  duties,  and    
may                                                                             
compensate  all such Persons from the assets of the  Partnership  at rates      
which                                                                           
it, in its sole  judgment,  deems  fair and  reasonable;  provided  that (i)    
the                                                                             
compensation,  price or fee payable to any of its Affiliates shall not exceed   
an                                                                              
amount which is comparable and competitive with the  compensation,  price or    
fee                                                                             
which would be charged by  non-Affiliates  to render  comparable  services      
which                                                                           
could  reasonably be made available to the Partnership  upon  comparable        
terms;                                                                          
(ii) all  services  for which the  Sponsor is to receive  compensation  from    
the                                                                             
Partnership  (other than as provided in Section 6.4 hereof) shall be embodied   
in                                                                              
a written contract which (A) precisely describes the services to be rendered    
and                                                                             
all  compensation  to be paid  therefor  and (B) is  terminable  by either      
party                                                                           
without penalty on 60 days notice;  (iii) the  compensation,  price and fees    
and                                                                             
other terms of any such contract  shall be fully  disclosed in the prospectus   
as                                                                              
the Effective  Date; and (iv) the Sponsor must, at the time such services are   
to                                                                              
be  rendered,  be  engaged  in  the  business  of  providing  such  services    
to                                                                              
non-Affiliates  and derive at least 75% of its gross  revenues for such         
services                                                                        
therefrom.  Any such  contract  may only be amended in a manner  which is       
either                                                                          
more favorable to the Sponsor or less  favorable to the  Partnership by the     
vote                                                                            
or consent of a Majority Interest of the Limited  Partners.  Except as          
otherwise                                                                       
provided in this  Agreement,  the General  Partner  shall possess and enjoy     
with                                                                            
respect  to the  Partnership  all of the  rights  and  powers of a partner      
of a                                                                            
partnership without limited partners to the extent permitted by Delaware law.   

(b)  Powers and Duties.                                             

(i) General Powers and Duties.  The General Partner shall 
diligently                                                                      
  and faithfully  exercise its discretion to the best of its ability and
use                                                                             
  its best efforts during so much of its time as the General Partner, in
its                                                                             
   sole and absolute  discretion,  may deem to be necessary or appropriate
to                                                                              
  carry out the  purposes  and conduct the  business of the  Partnership
in                                                                              
 accordance   with  this  Agreement  and  in  the  best  interests  of
the                                                                             
   Partnership and so as, consistent  therewith,  to protect the interests
of                                                                              
 the Limited Partners.  The General Partner shall have  responsibility
as a                                                                            
  fiduciary  for the  safekeeping  and use of all  funds  and  assets of
the                                                                             
 Partnership,  whether or not in its immediate  possession or control,
and                                                                             
   shall not  employ,  or permit any other  Person to  employ,  such funds
or                                                                              
assets  in  any  manner  other  than  as  permitted  by  this       
Agreement.                                                                      
 Notwithstanding  anything to the contrary  herein  stated or implied,
the                                                                             
 Limited  Partners may not contract  away the  fiduciary  duty owed to
such                                                                            
Limited  Partners by the Sponsor  under  common law.  The General   
Partner                                                                         
shall  be  responsible  and  shall  use  its  best  efforts  and    
exercise                                                                        
 discretion  to  the  best  of its  ability:  (A) to  acquire,  invest
in,                                                                             
purchase,  own,  hold,  lease,  license,  re-lease,  re-license,    
finance,                                                                        
refinance,  borrow, manage, maintain,  operate,  improve, upgrade,  
modify,                                                                         
exchange,  assign,  encumber,  create security interests in, pledge,
sell,                                                                           
   transfer or otherwise dispose of, and in all respects otherwise deal in
or                                                                              
with,  Equipment and Financing  Transactions (except as limited by  
Section                                                                         
  11.1)  and to  contract  with  others  to do the  same  on  behalf  of
the                                                                             
Partnership;  (B) to select and supervise the  activities of any    
equipment                                                                       
management   agents  for  the  Partnership;   (C)  to  assure  the  
proper                                                                          
application of revenues of the  Partnership;  (D) to maintain proper
books                                                                           
  of account for the  Partnership  and to prepare  reports of operations
and                                                                             
 tax returns required to be furnished to (1) the Partners  pursuant to
this                                                                            
  Agreement  or  (2)  taxing  bodies  or  other  governmental   agencies
in                                                                              
 accordance  with  applicable  laws  and  regulations;  (E) to  employ
the                                                                             
  Dealer-Manager  to select Selling Dealers to offer and sell Units; and
(F)                                                                             
to assure the doing of all other things necessary, convenient or    
advisable                                                                       
   in connection with the supervision of the affairs,  business and assets
of                                                                              
the Partnership.  In establishing criteria for the resolution of    
conflicts                                                                       
of interest  between  the  Partnership,  on the one hand,  and the  
General                                                                         
 Partner or any Affiliate of the General  Partner,  on the other hand,
the                                                                             
  General  Partner  shall not abdicate or ignore its  fiduciary  duty to
the                                                                             
Partnership.                                                        

        (ii)  Amplification of Powers.  In  amplification,  and not by way
of                                                                              
 limitation,  of the powers of the General Partner  expressed  herein,
the                                                                             
General  Partner shall have,  subject to the provisions of this     
Agreement,                                                                      
  full  power  and  authority,  as herein  provided  or as  provided  in
the                                                                             
  Delaware  Act,  on  behalf of the  Partnership,  in order to carry out
and                                                                             
accomplish its purposes and functions:  (A) to expend Partnership   
capital                                                                         
and income; (B) to purchase,  lease,  license,  sell,  exchange,    
improve,                                                                        
divide,  combine and  otherwise in all  respects  transact  business
with                                                                            
respect to interests  in real and  personal  property of any and all
kinds                                                                           
whatsoever, both tangible and intangible,  including,  without      
limitation,                                                                     
equipment,  contract  rights,  lease rights,  debt  instruments and 
equity                                                                          
  interests  in  corporations,  partnerships  (both  limited and general
and                                                                             
including,  subject  to  the  provisions  of  this  Agreement,      
Affiliated                                                                      
Entities),  joint ventures and other entities (including,  but not  
limited                                                                         
   to, common and preferred stock, debentures,  bonds and other securities
of                                                                              
every kind and nature), and, in connection therewith, to execute,   
deliver,                                                                        
  amend,  modify and cancel  documents and instruments  relating to real
and                                                                             
  personal  property of whatever kind and  description,  including,  but
not                                                                             
limited to, mortgages,  leases and other documents of title or      
conveyance,                                                                     
assumption  agreements  pertaining to such agreements,  powers of   
attorney                                                                        
and other contracts, instruments and agreements of all kinds and to 
employ                                                                          
  engineers,  contractors,  attorneys, accountants, brokers, appraisers,
and                                                                             
such other consultants, advisors, artisans and workmen as may be    
necessary                                                                       
or advisable,  in the sole and absolute discretion of the General   
Partner,                                                                        
  for all  such  purposes;  (C) to  invest  any and  all  funds  held by
the                                                                             
 Partnership  in  accordance  with the  provisions  of  clause  (x) of
this                                                                            
  Section 6.1(b) of this  Agreement;  (D) to designate  depositories  of
the                                                                             
  Partnership's  funds,  and the terms and  conditions  of such deposits
and                                                                             
drawings thereon;  (E) to borrow money or otherwise to procure      
extensions                                                                      
  of credit for the Partnership (except that neither the Partnership nor
the                                                                             
 Sponsor  shall  borrow  money  solely for the purpose of making First
Cash                                                                            
Distributions  which the  Partnership  would  otherwise be unable to
make)                                                                           
and, in connection therewith,  to execute,  seal,  acknowledge and  
deliver                                                                         
agreements,  promissory  notes,  guarantees  and other  written     
documents                                                                       
constituting  obligations  or  evidences  of  indebtedness  and to  
pledge,                                                                         
hypothecate,  mortgage,  assign,  transfer or convey mortgages or   
security                                                                        
interests in the Equipment and other assets of the Partnership as   
security                                                                        
therefor;  (F) to hold all or any  portion  of the  Investments  and
other                                                                           
assets of the  Partnership in the name of one or more trustees,     
nominees,                                                                       
or other  entities or agents of or for the  Partnership;  (G) to    
establish                                                                       
  Reserves in accordance with clause (vii) of this Section  6.1(b);  and
(H)                                                                             
to take  all  such  actions  and  execute  all such  documents  and 
other                                                                           
  instruments  as the General  Partner  may deem  necessary,  convenient
or                                                                              
   advisable to accomplish or further the purposes of the  Partnership  or
to                                                                              
  protect  and  preserve  Partnership  assets  to the same  extent as if
the                                                                             
General Partner were itself the owner thereof.                      

      (iii) Admission of Limited  Partners.  The General Partner shall
have                                                                            
the  right to  accept  or  refuse  to  accept,  in its  sole and    
absolute                                                                        
discretion, the admission of any Limited Partner (including any     
Substitute                                                                      
Limited  Partner and the General  Partner and any Affiliate of the  
General                                                                         
Partner) to the Partnership;  provided,  however, that the General  
Partner                                                                         
shall not admit any  Person as a  Limited  Partner  (except  the    
Original                                                                        
Limited Partner) unless:                                            

   (A) such Person shall agree,  in writing,  to be bound by the
provisions of this Agreement;                                                   

        (B) such Person shall represent,  in writing,  that such Person is
or                                                                              
is not a United States Person, as the case may be;        

   (C)  prior  to the  admission  of such  Person,  the  Minimum
Offering shall have been achieved;                        

(D) the General  Partner shall believe that such Person is
"suitable"                                                                      
   in all  respects  under  the laws of the state in which  such
Person                                                                          
resides;                                                  

       (E) the  General  Partner  shall have no reason to  believe  that
the                                                                             
       admission  of such  Person to the  Partnership  (1)  would  cause
the                                                                             
       Partnership  to lose its  Partnership  status for federal  income
tax                                                                             
        purposes,  (2)  would  disqualify  the  Partnership  to  engage or
to                                                                              
        continue to engage in any business which it is otherwise  eligible
to                                                                              
        transact or (3) would cause an  impermissible  percentage of Units
to                                                                              
be owned by non-United States citizens for purposes of any
applicable                                                                      
title registration law; and                               

   (F)   such   admission    would   not   cause   the   "equity
   participation"   in  the   Partnership   by   "benefit   plan
   investors"  (both  within  the  meaning  of DOL Reg.  Section
2510.3-101(f)) to equal or exceed 25%.                    

  In  connection  with  such  right,  the  General  Partner  shall  have
the                                                                             
 authority  to do all  things  necessary  or  advisable,  in the  sole
and                                                                             
  absolute discretion of the General Partner, to effect the admission of
the                                                                             
Limited Partners, including, but not limited to, (x) registering the
Units                                                                           
   under  the  Securities  Act and (y)  effecting  the  qualification  of,
or                                                                              
 obtaining  exemptions from the  qualification  of, the Units for sale
with                                                                            
state securities regulatory authorities.                            

   (iv) Authority To Enter into  Dealer-Manager  Agreement.  The
General                                                                         
  Partner  shall  have  the  authority  to  enter  into,  on  behalf  of
the                                                                             
Partnership, the Dealer-Manager Agreement, substantially in the form
filed                                                                           
 as an exhibit to the Registration Statement, with the Dealer-Manager.

   (v) Authority to Enter into Selling  Dealer  Agreements.  The
General                                                                         
  Partner  shall  have  the  authority  to  enter  into,  on  behalf  of
the                                                                             
Partnership, or to authorize the Dealer-Manager so to enter into,   
separate                                                                        
   selling  dealer  agreements,  each  substantially  in the form filed as
an                                                                              
  exhibit to the Registration Statement (the "Selling Dealer Agreements"
and                                                                             
each a  "Selling  Dealer  Agreement"),  with  NASD-member  broker   
dealers                                                                         
selected  by the  General  Partner  or the  Dealer-Manager  (the    
"Selling                                                                        
Dealers" and each a "Selling Dealer").                              

  (vi) Authority to Enter Into Escrow  Agreement.  The General
Partner                                                                         
 shall have the authority to enter into, on behalf of the Partnership,
the                                                                             
  Escrow  Agreement,  substantially  in the form  filed as an exhibit to
the                                                                             
Registration  Statement,  with the Escrow Agent,  pursuant to which,
among                                                                           
 other things, the Escrow Agent shall agree to act as the Escrow Agent
with                                                                            
respect to all  Subscription  Monies received prior to the Initial  
Closing                                                                         
   Date and the Escrow Agent shall be entitled to receive for its services
in                                                                              
such capacity such compensation as the General Partner may deem     
reasonable                                                                      
  under  the  circumstances,  which  compensation  shall be deemed to be
and                                                                             
  shall  constitute  an  Organization  and Offering  Expense  payable by
the                                                                             
General Partner.                                                    

       (vii) Reserves. The General Partner shall initially establish for
the                                                                             
  Partnership,  and shall use its best  efforts to  maintain,  Reserves,
of                                                                              
   which an  amount  not in excess of 3% of Gross  Offering  Proceeds  may
be                                                                              
   treated as having been invested or committed to investment for purposes
of                                                                              
   Section  8.6 of this  Agreement.  Reserves,  once  expended,  need  not
be                                                                              
   restored,  provided,  however, that any such Reserves that are restored
in                                                                              
the sole and absolute  discretion of the General Partner shall be   
restored                                                                        
from Cash From Operations.                                          

        (viii) Insurance.  The General Partner shall cause the Partnership
to                                                                              
purchase and maintain such insurance policies as the General Partner
deems                                                                           
  reasonably  necessary to protect the interests of the  Partnership (to
the                                                                             
extent that such policies are not  maintained  by Lessees,  Users or
other                                                                           
   Persons  for the  benefit  of the  Partnership).  The  General  Partner
is                                                                              
authorized, on behalf of the Partnership, to purchase and pay the   
premiums                                                                        
for such  types of  insurance,  including,  without  limitation,    
extended                                                                        
   coverage  liability  and casualty and workers'  compensation,  as would
be                                                                              
 customary  for any Person  owning  comparable  property  and  engaged
in a                                                                            
similar business, and the General Partner and any Affiliate of the  
General                                                                         
  Partner  and  their  respective  employees  and  agents  may be  named
as                                                                              
additional  insured  parties  thereunder,  provided  the cost of    
premiums                                                                        
 payable by the Partnership is not increased thereby.  Notwithstanding
the                                                                             
  foregoing,  the  Partnership  shall not  incur or  assume  the cost of
any                                                                             
  portion of any insurance which insures any party against any liability
the                                                                             
    indemnification of which is prohibited by Section 6.3 of this Agreement.

        (ix) Commission Loans. The General Partner may incur  Indebtedness
on                                                                              
behalf of the  Partnership in an amount up to the total Sales       
Commissions                                                                     
  payable  (up to 8% of the Gross  Offering  Proceeds)  for the  purpose
of                                                                              
permitting the  Partnership to acquire  additional  Investments     
following                                                                       
   each  Closing,  the cost of any such  indebtedness  shall be payable as
an                                                                              
operating expense of the Partnership.                               

       (x) Reinvestment. During the Reinvestment Period, the Partnership
may                                                                             
 reinvest all or a substantial portion of its Cash From Operations and
Cash                                                                            
From Sales in additional  Investments  in  furtherance  of, and     
consistent                                                                      
   with, the  Partnership's  purposes and investment  objectives set forth
in                                                                              
Sections 3.1 and 3.2.                                               

(c)  Delegation of Powers.                                          

Except as otherwise  provided  under this Agreement or by law, the  
General                                                                         
Partner  may, in its sole and  absolute  discretion,  delegate all or any of    
its                                                                             
duties under this  Agreement to, and may elect,  employ,  contract or deal      
with,                                                                           
any  Person  (including,  without  limitation,  any  Affiliate  of  the         
General                                                                         
Partner).                                                                       

(d)  Reliance by Third Parties.                                     

No Person dealing with the Partnership or its assets, whether as    
assignee,                                                                       
lessee, licensee, purchaser,  mortgagee, grantee or otherwise, shall be         
required                                                                        
to  investigate  the  authority  of the General  Partner in selling,            
assigning,                                                                      
leasing,  licensing,   mortgaging,  conveying  or  otherwise  dealing  with     
any                                                                             
Investments  or other assets or any part thereof,  nor shall any such           
assignee,                                                                       
lessee, purchaser,  licensee, mortgagee, grantee or other Person entering       
into a                                                                          
contract with the  Partnership be required to inquire as to whether the         
approval                                                                        
of the  Partners  for any  such  assignment,  lease,  license,  sale,           
mortgage,                                                                       
transfer or other transaction has been first obtained.  Any such Person shall   
be                                                                              
conclusively  protected  in relying  upon a  certificate  of authority or of    
any                                                                             
other  material  fact  signed  by  the  General  Partner,  or in  accepting     
any                                                                             
instrument  signed  by  the  General  Partner  in the  name  and  behalf  of    
the                                                                             
Partnership or the General Partner.                                             

6.2 Limitations on the Exercise of Powers of General Partner.       

   The General  Partner shall have no power to take any action  prohibited
by                                                                              
this Agreement or by the Delaware Act. Furthermore, the General Partner shall   
be                                                                              
subject to the following in the administration of the Partnership's business    
and                                                                             
affairs:                                                                        

(a)  Limitations on Indebtedness.                                   

From and after the date when all Capital  Contributions have been   
invested                                                                        
or committed to investment  in  Investments  and Reserves  (not  exceeding 3%   
of                                                                              
Gross Offering  Proceeds),  used to pay permitted  Front-End Fees or returned   
to                                                                              
the Limited Partners (as provided in Section 8.7, below),  the Partnership      
shall                                                                           
not incur or assume  additional  Indebtedness in connection with the            
acquisition                                                                     
of any Investment to the extent that the sum of (i) the principal  amount of    
any                                                                             
such additional  Indebtedness  plus (ii) the aggregate  principal  amount of    
all                                                                             
Indebtedness then outstanding  would exceed 80% of the aggregate  Purchase      
Price                                                                           
paid by the Partnership for Investments then held by the Partnership            
(inclusive                                                                      
of any Investment then being acquired).                                         

(b)  Investment Company Status.                                     

  The  General  Partner  shall  use its  best  efforts  to  assure  that
the                                                                             
Partnership shall not be deemed an "investment  company" as such term is        
defined                                                                         
in the Investment Company Act of 1940, as amended.                              

(c) Sales and Leases of Equipment From or to the General  Partner   
and its Affiliates.                                                             

The Partnership shall neither purchase, lease or license Investments
from,                                                                           
nor sell, lease or license  Investments to, the General Partner or any          
Affiliate                                                                       
of the General Partner (including,  without limitation, any Program in which    
the                                                                             
General  Partner or any such  Affiliate  has an interest)  except as provided   
in                                                                              
this  Section.  The  Sponsor  shall not  purchase  any  equipment  or           
Financing                                                                       
Transactions  from  the  Partnership  or any  affiliated  program  which  it    
has                                                                             
sponsored   (whether   held  by  them  on  an   interim   basis  or             
otherwise.                                                                      
Notwithstanding  the first  sentence of this Section (c),  the  Partnership     
may                                                                             
purchase Affiliated Investments if:                                             

   (i) the General  Partner  determines  that the making of such
Affiliated Investment is in the best interests of the Partnership;  

  (ii) such  Investment is purchased by the  Partnership  at a
Purchase                                                                        
Price  which does not  exceed  the sum of (A) the net cost to the   
General                                                                         
  Partner or such  Affiliate of acquiring and holding same (adjusted for
any                                                                             
  income received and expenses paid or incurred while holding same) plus
(B)                                                                             
  any  compensation  to which the General  Partner and any  Affiliate of
the                                                                             
General Partner is otherwise entitled pursuant to this Agreement;   

      (iii)  there  is  no  difference   in  the  interest   terms  of
the                                                                             
  Indebtedness  secured by the  Investment at the time it is acquired by
the                                                                             
  General  Partner  or such  Affiliate  and the time it is  acquired  by
the                                                                             
Partnership;                                                        

   (iv)  neither the General  Partner nor any  Affiliate  of the
General                                                                         
 Partner  realizes  any gain,  or receives  any other  benefit,  other
than                                                                            
compensation for its services,  if any, permitted by this Agreement,
as a                                                                            
result of the Partnership making such Affiliated Investment; and    

   (v) at the time of transfer thereof to the  Partnership,  the
General                                                                         
   Partner  or such  Affiliate  had held  such  Affiliated  Investment  on
an                                                                              
   interim basis  (generally  not longer than six months) for the purposes
of                                                                              
(A)  facilitating  the acquisition of such Investment by the        
Partnership,                                                                    
  (B) borrowing money or obtaining  financing for the Partnership or (C)
any                                                                             
other lawful purpose related to the business of the Partnership.    

(d)  Loans to or from the General Partner and its Affiliates.       

  No loans may be made by the  Partnership  to the  General  Partner  or
any                                                                             
Affiliate of the General  Partner.  The General  Partner or any Affiliate of    
the                                                                             
General Partner,  however,  may, from time to time, loan or advance funds to    
the                                                                             
Partnership (each such loan or advance being  hereinafter  called a             
"Partnership                                                                    
Loan") in accordance with this Section 6.2(d). The terms of any Partnership     
Loan                                                                            
permitted to be made hereunder shall include the following:                     

      (i) any interest  payable by the  Partnership in connection with
such                                                                            
   Partnership  Loan shall be charged at an annual  rate of  interest  not
in                                                                              
   excess of the lesser of the following: (A) the rate of interest payable
by                                                                              
the General  Partner or such  Affiliate in connection  with such    
borrowing                                                                       
(in the event that the General Partner or any Affiliate shall borrow
money                                                                           
   for the specific purpose of making such Partnership Loan), (B) the rate
of                                                                              
   interest that would be charged to the  Partnership  (without  reference
to                                                                              
  the  General  Partner's  or  such  Affiliate's   financial   abilities
or                                                                              
  guarantees) by unrelated lending institutions on a comparable loan for
the                                                                             
same purpose in the same  geographic  area (if neither the General  
Partner                                                                         
nor any such Affiliate has borrowed money to make such  Partnership 
Loan)                                                                           
 or (C) a rate of interest  equal to the rate of interest from time to
time                                                                            
  announced  by The  Chase  Manhattan  Bank  (National  Association)  at
its                                                                             
 principal  lending offices in New York, New York as its prime lending
rate                                                                            
plus 3% per annum;                                                  

      (ii) all payments of principal and interest on such  Partnership
Loan                                                                            
 shall be due and payable within twelve months after the date on which
such                                                                            
Partnership Loan is made; and                                       

   (iii) neither the General  Partner nor any such Affiliate may
receive                                                                         
 points or other financial charges or fees in any amount in respect of
such                                                                            
   Partnership Loan (except that the General Partner or such Affiliate may
be                                                                              
reimbursed,  dollar for dollar,  for the actual  reasonable         
out-of-pocket                                                                   
expenses  (including,  without  limitation,  any points or other    
financial                                                                       
 charges  or fees)  incurred  by it in  connection  with the making of
such                                                                            
Partnership  Loan),  provided  that  nothing in this  clause  (iii) 
shall                                                                           
prohibit any increase in Acquisition  Fees and  Management  Fees    
otherwise                                                                       
 payable to the General  Partner or such Affiliate in accordance  with
this                                                                            
   Agreement, notwithstanding that such increase may be an indirect result
of                                                                              
the making of such Partnership Loan.                                

If the General Partner or any Affiliate of the General  Partner     
purchases                                                                       
Equipment  in its own name and with its own  funds in order to      
facilitate                                                                      
ultimate  purchase  by  the  Partnership,  the  General  Partner  or
such                                                                            
Affiliate,  as the case may be, shall be deemed to have made a      
Partnership                                                                     
  Loan in an amount equal to the purchase  price paid for such Equipment
and                                                                             
shall be entitled to receive  interest on such amount in  accordance
with                                                                            
  clause  (i)  above.  Any  advances  made  by the  General  Partner  or
any                                                                             
Affiliate of the General Partner for the purpose of paying          
Organizational                                                                  
and Offering  Expenses shall not constitute a Partnership  Loan, but
shall                                                                           
be  reimbursed  to the General  Partner or such  Affiliate  (to the 
extent                                                                          
   possible) from the O & O Expense  Allowance  without  interest  thereon
in                                                                              
 accordance  with,  and to the extent  provided in,  Section 6.4(e) of
this                                                                            
Agreement.                                                          

(e)  No Exchange of Interests for Investments.                      

 The  Partnership  shall  not  acquire  any  Investments  in  exchange
for                                                                             
Interests in the Partnership.                                                   

(f)  Joint Venture Investments.                                     

  The Partnership may make Investments in Joint Ventures, provided that:

      (i) at the time any such  Investment in a Joint Venture is made,
the                                                                             
   maximum amount of Gross Offering  Proceeds  which the  Partnership  may
so                                                                              
  invest  shall  equal an  amount  equal to the  smallest  of 25% of (A)
the                                                                             
Maximum  Offering,  (B)  the  sum of (1)  the  cumulative  Gross    
Offering                                                                        
  Proceeds  raised as of the Closing Date next preceding such investment
and                                                                             
(2) the Gross  Offering  Proceeds  which the  General  Partner      
reasonably                                                                      
 estimates  the  Partnership  to  raise  from  such  Closing  Date  to
the                                                                             
Termination  Date) or (C) the cumulative Gross Offering  Proceeds   
actually                                                                        
raised as of the Termination Date; and                              

(ii)  the General Partner shall have determined that:     

        (A)  such  Investment  is in the best  interests  of the
Partnership; and                                                    

            (B) such  Investment  shall not result in duplicate  fees to
the                                                                             
        General Partner or any Affiliate of the General Partner;

(iii)  in the  case of any  Joint  Venture  with  any     
non-Affiliated                                                                  
Person, the Partnership must acquire a controlling  interest in such
Joint                                                                           
Venture and the non-Affiliate  must acquire the  non-controlling    
interest                                                                        
therein  and such  Joint  Venture  must own and lease  specific     
Equipment                                                                       
and/or invest in one or more specific Financing Transactions; and   

        (iv) in the case of any Joint  Venture with any Program  sponsored
by                                                                              
  the General  Partner or any Affiliate of the General  Partner,  all of
the                                                                             
following conditions are met:                                       

             (A) all Programs,  including the  Partnership,  participating
in                                                                              
     such Joint Venture shall have substantially identical
investment                                                                      
            objectives  and  shall  participate  in such  Joint  Venture
on                                                                              
substantially the same terms and conditions;    

        (B) the  compensation  payable by the Partnership to the
General                                                                         
           Partner  or  any  Affiliate  of  the  General   Partner  by
the                                                                             
           Partnership  and by each other Program  sponsored by any of
them                                                                            
 in connection  with such Joint  Venture  shall be
substantially                                                                   
identical;                                      

          (C) the  Partnership  shall have a right of first  refusal
with                                                                            
             respect to the purchase of any  equipment  or other  tangible
or                                                                              
             intangible  personal property or financing  transactions held
by                                                                              
such Joint Venture; and                         

             (D) the  purpose  of such Joint  Venture  shall be either (1)
to                                                                              
            effect appropriate  diversification  for the Partnership and
the                                                                             
             other  Programs  participating  in such Joint  Venture or (2)
to                                                                              
             relieve the Sponsor or one or more  Programs  sponsored by it
of                                                                              
          the  obligation  to  acquire,  or to  acquire  from any of
them,                                                                           
             equipment or other tangible or intangible  personal  property
or                                                                              
      financing  transactions  at  any  time  subject  to  a
purchase                                                                        
           commitment  entered  into  pursuant  to  Section  6.2(c) of
this                                                                            
Agreement.                                      

  Subject to the other  provisions of this  Agreement,  the  Partnership
may                                                                             
 employ,  or transact business with, any Person,  notwithstanding  the
fact                                                                            
   that any  Partner  or any  Affiliate  thereof  may  have (or have  had)
an                                                                              
  interest in or  connection  with such Person and provided that neither
the                                                                             
 Partnership nor the other Partners shall have any rights by virtue of
this                                                                            
Agreement in or to any income or profits derived therefrom.         

(g)  Exchange,   Merger,   Roll-Up  or   Consolidation   of  the    
Partnership Prohibited.                                                         

The Partnership  shall not (i) be a party to any exchange  offer,   
merger,                                                                         
Roll-Up  or similar  combination  with any other  legal  entity  (including     
any                                                                             
Roll-Up Entity) or (ii) reorganize itself if such reorganization  would have    
the                                                                             
effect of an exchange offer, merger, Roll-Up or similar combination. Neither    
the                                                                             
Partnership  nor the General  Partner  shall  solicit,  or engage or            
compensate                                                                      
members,  or persons  associated with members,  of the NASD to solicit,         
proxies                                                                         
from any Limited  Partners  authorizing any exchange offer,  merger,  Roll-Up   
or                                                                              
similar  combination  or any such  reorganization.  The  General  Partner is    
not                                                                             
authorized to take any action inconsistent herewith.                            

(h)  No Exclusive Listings.                                         

   No exclusive listing for the sale of Equipment or other Investments, or
of                                                                              
any other  Partnership  assets,  shall be granted to the General  Partner or    
any                                                                             
Affiliate of the General Partner.                                               

(i) Other  Transactions  Involving  the  General  Partner and its   
Affiliates.                                                                     

   Except as specifically permitted by this Agreement, the General Partner
is                                                                              
prohibited  from  entering into any  agreements,  contracts or  arrangements    
on                                                                              
behalf of the  Partnership  with the  General  Partner or any  Affiliate  of    
the                                                                             
General Partner. Furthermore, neither the General Partner nor any such          
Affiliate                                                                       
shall receive directly or indirectly a commission or fee (except as permitted   
by                                                                              
Section 6.4) in  connection  with the  reinvestment  of Cash From Sales and     
Cash                                                                            
From Operations  (including casualty insurance proceeds) in new Investments.    
In                                                                              
addition,  in connection with any agreement entered into by the Partnership     
with                                                                            
the  General  Partner or any such  Affiliate,  no rebates or  "give-ups"  may   
be                                                                              
received  by the  General  Partner or any such  Affiliate,  nor may the         
General                                                                         
Partner  or  any  such  Affiliate   participate   in  any  reciprocal           
business                                                                        
arrangements  that could have the effect of circumventing  any of the           
provisions                                                                      
of this Agreement. Neither the General Partner nor any Affiliate shall,         
directly                                                                        
or indirectly,  pay or award any commissions or other compensation to any       
Person                                                                          
engaged by a potential  investor as an  investment  advisor as an  inducement   
to                                                                              
such  Person to advise such  potential  investor of  interests  in a            
particular                                                                      
Program;  provided,  however,  that this  Section  6.2(i) shall not prohibit    
the                                                                             
payment  to any such  Person  of the  Underwriting  Fees and  Sales             
Commissions                                                                     
otherwise in accordance with the terms of this Agreement.                       

(j)  Sale of All or Substantially All Assets; Dissolution.          

  During the Reinvestment  Period,  the General Partner may not dissolve
the                                                                             
Partnership  or sell or  otherwise  dispose of all or  substantially  all of    
the                                                                             
assets of the Partnership without the Consent of the Majority Interest.         

  (k) No Investments in Limited Partnership Interests of other Programs.
The                                                                             
Partnership  shall not  invest in  limited  partnership  interests  of any      
other                                                                           
Program;  provided,  however, that nothing herein shall preclude the            
Partnership                                                                     
from  making  investments  in Joint  Ventures,  to the  extent and in the       
manner                                                                          
provided in this Section.                                                       

6.3   Limitation   on  Liability   of  General   Partner  and  its  
Affiliates;   Indemnification6.3  Limitation  on  Liability  of  General        
Partner and its Affiliates; Indemnification.                                    

   (a) The General Partner,  and any Affiliate  engaged in the performance
of                                                                              
services on behalf of the Partnership  (hereinafter  sometimes referred to as   
an                                                                              
"Indemnitee"),  shall,  except as provided to the  contrary in this Section     
6.3,                                                                            
(i) be indemnified by the Partnership from assets of the Partnership (and not   
by                                                                              
the Limited  Partners) for any liability,  loss,  cost and expense of           
litigation                                                                      
(collectively referred to herein as "Liabilities")  suffered by such            
Indemnitee,                                                                     
and (ii) have no  liability,  responsibility,  or  accountability  in damages   
or                                                                              
otherwise  to the  Partnership  or any  Partner  for any  loss  suffered  by    
the                                                                             
Partnership  or any Partner,  which arises out of any action or inaction of     
such                                                                            
Indemnitee if (A) the General Partner has determined,  in good faith,  that     
such                                                                            
course of conduct  was in the best  interests  of the  Partnership  and (B)     
such                                                                            
course  of  conduct  did  not  constitute   negligence  or  misconduct  by      
such                                                                            
Indemnitee.  Notwithstanding  the foregoing,  each  Indemnitee  shall be        
liable,                                                                         
responsible and accountable, and the Partnership shall not be liable to any     
such                                                                            
Indemnitee  for any  portion  of such  Liabilities,  which  resulted  from      
such                                                                            
Indemnitee's  own fraud,  negligence,  misconduct or, if  applicable,  breach   
of                                                                              
fiduciary duty to the  Partnership  or any Partner,  as determined by a court   
of                                                                              
competent  jurisdiction.  Subject to Section 6.3(c) hereof, if any action,      
suit,                                                                           
or proceeding shall be pending against the Partnership or an Indemnitee which   
is                                                                              
alleged to relate to, or arise out of, any  action or  inaction  of the         
General                                                                         
Partner or any Affiliate, the Partnership shall have the right to employ, at    
the                                                                             
expense of the Partnership, separate counsel of its choice in such action,      
suit,                                                                           
or proceeding.                                                                  

 Any amounts payable by the  Partnership to an Indemnitee  pursuant to
this                                                                            
Section 6.3 shall be recoverable  only out of the assets of the  Partnership    
and                                                                             
no Limited  Partner shall have any personal  liability on account  thereof.     
The                                                                             
Partnership  shall not incur or assume  the cost of that  portion  of           
liability                                                                       
insurance  which insures the General  Partner or any Affiliate for any          
liability                                                                       
as to which the  General  Partner or such  Affiliate  is  prohibited  from      
being                                                                           
indemnified pursuant to this Section 6.3.                                       

   (b) The Partnership shall not furnish  indemnification to an Indemnitee
or                                                                              
to any  person  acting as a Selling  Dealer  for any  Liabilities  imposed      
by a                                                                            
judgment  in a suit  arising  from or out of a  violation  of  federal  or      
state                                                                           
securities  laws unless (i)(A) there has been a successful  adjudication  on    
the                                                                             
merits in favor of such  Indemnitee  or Selling  Dealer on each count           
involving                                                                       
alleged  securities laws  violations by such  Indemnitee or Selling Dealer,     
(B)                                                                             
such  claims  have been  dismissed  with  prejudice  on the merits by a court   
of                                                                              
competent  jurisdiction  or (C) a court of  competent  jurisdiction  shall      
have                                                                            
approved a settlement of the claims against the  Indemnitee and                 
indemnification                                                                 
in respect of the costs  thereof,  and (ii) the court shall have been advised   
by                                                                              
the General  Partner as to the current  position of the  Securities and         
Exchange                                                                        
Commission,  the Securities  Divisions of the Commonwealths of Massachusetts    
and                                                                             
Pennsylvania,  the  States of  Missouri  and  Tennessee  and any other          
relevant                                                                        
regulatory body with respect to the issue of indemnification  for securities    
law                                                                             
violations.                                                                     

  (c) The provision of advances from Partnership  funds to an Indemnitee
for                                                                             
legal  expenses  and  other  costs  incurred  as a result  of any  legal        
action                                                                          
initiated  against an Indemnitee by a Limited  Partner of the Partnership in    
his                                                                             
capacity  as such  is  prohibited.  However,  the  provision  of  advances      
from                                                                            
Partnership  funds to an  Indemnitee  for legal  expenditures  and  other       
costs                                                                           
incurred as a result of any initiated suit,  action or proceeding is            
permissible                                                                     
only if (i) such suit,  action or proceeding  relates to or arises out of, or   
is                                                                              
alleged to relate to or arise out of, any action or  inaction on the part of    
the                                                                             
Indemnitee  in the  performance  of its duties or  provision  of its services   
on                                                                              
behalf of the Partnership;  (ii) such suit, action or proceeding is initiated   
by                                                                              
a third party who is not a Limited Partner; and (iii) the Indemnitee            
undertakes                                                                      
to repay any funds advanced  pursuant to this Section 6.3 in cases in which     
such                                                                            
Indemnitee would not be entitled to indemnification  under 6.3(a) and 6.3(b).   
If                                                                              
advances are  permissible  under this Section 6.3, the Indemnitee  shall        
furnish                                                                         
the Partnership  with an undertaking as set forth in the foregoing  sentence    
and                                                                             
shall  thereafter  have the  right to bill the  Partnership  for,  or           
otherwise                                                                       
request that the  Partnership  pay, at any time and from time to time after     
such                                                                            
Indemnitee has become  obligated to make payment  therefor,  any and all        
amounts                                                                         
for which  such  Indemnitee  believes  in good  faith  that such  Indemnitee    
is                                                                              
entitled to  indemnification  under this Section 6.3. The Partnership  shall    
pay                                                                             
any and all such bills and honor any and all such requests for payment for      
which                                                                           
the  Partnership  is  liable as  determined  above.  In the  event  that a      
final                                                                           
determination is made that the Partnership is not so obligated in respect to    
all                                                                             
or any  portion of the  amounts  paid by it or if the  Indemnitee  enters       
into a                                                                          
stipulation or settlement  with like effect,  such  Indemnitee  will refund     
such                                                                            
amount,  plus interest  thereon at the then prevailing  market rate of          
interest,                                                                       
within  60 days of  such  final  determination,  and in the  event  that a      
final                                                                           
determination  is made that the  Partnership  is so  obligated in respect to    
any                                                                             
amount  not  paid  by  the  Partnership  to a  particular  Indemnitee  or if    
the                                                                             
Partnership  enters into a  stipulation  or  settlement  with like  effect,     
the                                                                             
Partnership will pay such amount to such Indemnitee.                            

6.4 Compensation of General Partner and its Affiliates.             

Neither  the  General  Partner nor any  Affiliate  of the General   
Partner                                                                         
shall,  in their  respective  capacities  as such,  receive  any  salary,       
fees,                                                                           
profits,  distributions  or other  compensation  except in accordance  with     
this                                                                            
Section 6.4.                                                                    

(a)  Allocations and Distributions.                                 

 The General  Partner  shall be entitled  to receive  the  allocations
and                                                                             
distributions provided for under Section 8 in respect of the Interest held by   
it                                                                              
as General Partner.                                                             

(b)  Underwriting Fees.                                             

Underwriting  Fees shall be paid by the Partnership to the          
Dealer-Manager                                                                  
in respect of each Unit sold.                                                   

(c)  Sales Commissions.                                             

Sales Commissions  shall be paid by the Partnership to the          
Dealer-Manager                                                                  
and each Selling-Dealer in respect of the respective Units sold by each of      
them,                                                                           
provided  that no Sales  Commissions  shall be  payable  by the  Partnership    
in                                                                              
respect of any Units sold to Affiliated Limited Partners, and, provided         
further,                                                                        
that the Sales  Commissions  payable  with  regard to sales of Units  subject   
to                                                                              
Volume Discounts shall be reduced by the amount of such Volume Discounts.       

(d)  Due Diligence Expenses.                                        

Due Diligence  Expenses  actually incurred in connection with the   
Offering                                                                        
shall be paid or reimbursed by the  Partnership to the  Dealer-Manager  and     
each                                                                            
Selling Manager,  provided that the Dealer-Manager  shall be entitled to        
payment                                                                         
of or  reimbursement  for Due Diligence  Expenses only after each Selling       
Dealer                                                                          
(whether prospective or actual) shall have first been paid or reimbursed for    
all                                                                             
Due Diligence Expenses of such Selling Dealer, and provided,  further,  that    
the                                                                             
amount of Due  Diligence  Expenses  actually  paid to the  Dealer-Manager       
shall                                                                           
reduce,  dollar-for-dollar,  the amount of the O & O Expense Allowance          
otherwise                                                                       
payable by the Partnership to the General Partner  pursuant to Section 6.4(e)   
of                                                                              
this Agreement.                                                                 

(e)  O & O Expense Allowance.                                       

The Partnership shall pay, immediately  following each Closing Date,
the O                                                                           
& O Expense  Allowance  to the General  Partner,  whether or not the full       
amount                                                                          
thereof is  actually  incurred by the General  Partner or any  Affiliate  of    
the                                                                             
General Partner,  without deduction for Underwriting Fees and Sales             
Commissions.                                                                    
The General Partner shall distribute to the  Dealer-Manager  all or such        
portion                                                                         
of the O & O Expense as the  General  Partner  shall,  in its sole and          
absolute                                                                        
discretion,  deem  appropriate  and  the  Partnership  shall  have  no          
separate                                                                        
liability to the  Dealer-Manager  for any  Organizational  and Offering         
Expenses                                                                        
incurred by it. The General Partner shall bear any  Organizational  and         
Offering                                                                        
Expenses incurred by the General Partner or any Affiliate of the General        
Partner                                                                         
(including,  without  limitation,  the  Dealer-Manager)  in  excess of the O    
& O                                                                             
Expense Allowance.                                                              

(f)  Acquisition Fees.                                              

  In  connection  with any  Investment,  the  Partnership  shall  pay to
the                                                                             
General  Partner,  for  services  rendered in  connection  with  acquiring      
such                                                                            
Investment,  an  Acquisition  Fee equal to the difference (to the extent        
greater                                                                         
than zero) between (i) 3.0% of the Purchase  Price paid by the  Partnership     
for                                                                             
any (A) item of Equipment or (B) Financing Transaction,  as the case may be,    
and                                                                             
(ii) the  aggregate  amount  of  Acquisition  Fees  paid by or on  behalf of    
the                                                                             
Partnership to any other Person in connection  with such  Investment;           
provided,                                                                       
however, that:                                                                  

(i)  no  Acquisition  Fees  may be  paid  by or on  behalf  of the  
Partnership  to any finder or broker that is an  Affiliate  of the  
General Partner;                                                    

(ii) the Partnership  shall not pay any Acquisition Fees, or part   
thereof,                                                                        
that would cause the  Partnership's  Investment in Equipment and    
Financing                                                                       
Transactions  to be less than the greater of (x) 80% of the Gross   
Offering                                                                        
 Proceeds from the Partnership's sale of Units,  reduced by .0625% for
each                                                                            
1% of Indebtedness encumbering any Investment acquired by the       
Partnership,                                                                    
and (y) 75% of such Gross Offering Proceeds; and                    

(iii)  the  aggregate  sum of (A)  Acquisition  Fees  and  (B)  all 
other                                                                           
   Front-End Fees, which, in each case, may be paid to any Person pursuant
to                                                                              
this Agreement in connection with all Investments  made by the      
Partnership                                                                     
from any source  (including,  without  limitation,  Net Offering    
Proceeds,                                                                       
  Partnership  indebtedness  or reinvestment of excess Cash Flows) shall
not                                                                             
exceed  an  amount  equal to the  product  of  multiplying  (x) the 
Gross                                                                           
  Offering  Proceeds  by (y) a  percentage  equal to (1) 100%  minus (2)
the                                                                             
  greater of the two percentages  calculated  under clause (x) or clause
(y)                                                                             
of subsection 6.4(f)(ii), above.                                    

The following are examples of  application  of the formula in clause
(ii),                                                                           
above:                                                                          

  (1) No  Indebtedness  - 80% to be committed to Investment in Equipment
and                                                                             
Financing Transactions.                                                         
(2)            50%  Indebtedness  - 50% x .0625%  = 3.125%  80% -   
3.125% =                                                                        
                76.875% to be committed  to  Investment  in  Equipment
and                                                                             
Financing Transactions.               
(3)  80% Indebtedness -  80% x .0625% = 5%                          
           80% - 5% = 75% to be committed to  Investment  in
Equipment                                                                       
and Financing Transactions.           

 To calculate the percentage of Indebtedness encumbering  Investments,
the                                                                             
aggregate  amount of such  Indebtedness  shall be divided by the    
aggregate                                                                       
  Purchase  Price  (without  deduction  for  Front-End  Fees)  paid  for
all                                                                             
   Investments.  Such  percentage  of  Indebtedness  so  calculated  would
be                                                                              
multiplied by .0625% to determine the percentage to be deducted from
80%.                                                                            

If any payment of Acquisition  Fees causes the Partnership to       
experience a                                                                    
shortfall in its required  Investment in Equipment  and  Financing              
Transactions                                                                    
(computed under clause (ii) above) or the aggregate  amount of Acquisition      
Fees                                                                            
paid by the  Partnership  to exceed the amount  determined  in  accordance      
with                                                                            
clause (iii) above,  the General  Partner shall refund to the  Partnership      
that                                                                            
portion of  Acquisition  Fees received by it to the extent  necessary to        
correct                                                                         
such  shortfall  or  overpayment,  as the case may be,  together  with          
interest                                                                        
thereon at the rate of 1.0% per month to the extent that such refund is not     
made                                                                            
within 30 days.                                                                 

Where the  Partnership  purchases an item of  Equipment  or any     
Financing                                                                       
Transaction  from the  General  Partner  or one of its  Affiliates  pursuant    
to                                                                              
Section 6.2(d) for a Purchase  Price which  includes an Acquisition  Fee        
amount,                                                                         
such Acquisition Fee amount shall be deemed paid pursuant to this Section       
6.4(d)                                                                          
and there shall be no duplicative payment thereof.                              

(g)  Management Fees.                                               

   Each month, for management services rendered, the Partnership shall pay
to                                                                              
the General Partner such portion of the Management Fees as shall be             
attributable                                                                    
to Gross  Revenues  actually  received  by the  Partnership  during  such       
month;                                                                          
provided  that  Management  Fees shall be payable  solely out of Gross          
Revenues                                                                        
received  during  the month in which  paid;  and  provided,  further,  that     
such                                                                            
Management Fees shall be paid in any month only after payment of any accrued    
and                                                                             
unpaid First Cash  Distributions  for such month and for any previous  month    
(in                                                                             
each case,  up to an amount equal to 8.0% per annum of each  respective         
Limited                                                                         
Partner's  unreturned  Capital  Contribution),  and,  to  the  extent  that     
the                                                                             
Partnership  does not have  sufficient  Cash From Operations in any month to    
pay                                                                             
such  proportion  of all such  First  Cash  Distributions,  the  payment of     
such                                                                            
Management  Fees  shall be  deferred  and paid,  without  interest,  in the     
next                                                                            
following  month  in  which  the  Partnership  generates  sufficient  Cash      
From                                                                            
Operations for the payment thereof.                                             

(h)  Subordinated Remarketing Fees.                                 

 For rendering services in connection with the sale of any Investment,
the                                                                             
Partnership  shall  pay to  the  General  Partner  the  applicable              
Subordinated                                                                    
Remarketing Fee; provided that:                                                 

 (i) no such Subordinated  Remarketing Fee shall be paid in connection
with                                                                            
the sale of any Investment to the extent that the Cash From Sales   
realized                                                                        
thereby is reinvested in additional Investments;                    

(ii) in no event shall any such  Subordinated  Remarketing  Fee be  
paid prior to Payout; and                                           

   (iii) the General  Partner  shall not be entitled to receive any amount
of                                                                              
Subordinated  Remarketing  Fees to the extent that such amount would
cause                                                                           
   the total commissions paid to all Persons,  in connection with the sale
of                                                                              
such  Investments,  to exceed a fee for such services which is      
reasonable,                                                                     
 customary and  competitive in light of the size, type and location of
such                                                                            
Investment.                                                         

After Payout, any and all Subordinated Remarketing Fees previously earned by    
the                                                                             
General Partner shall be paid, without any interest thereon, by the             
Partnership,                                                                    
prior to any other distributions to the Partners.                               

(i)  Partnership Expenses.                                          

(i)  Reimbursement.  Except as otherwise  provided in this Section  
6.4(i),                                                                         
expenses  of the  Partnership,  other than those  incurred  and     
otherwise                                                                       
reimbursed in accordance with Sections 6.4(b) through (h), shall be 
billed                                                                          
directly to and paid by the Partnership.                            

(ii) Goods and Third-Party Services. The General Partner and any    
Affiliate                                                                       
  of the General  Partner may be reimbursed for the actual cost of goods
and                                                                             
 services  used for or by the  Partnership  and obtained by it or them
from                                                                            
non-Affiliates.                                                     

 (iii)  Administrative   Services  Provided  by  the  General  Partner
and                                                                             
Affiliates.  Subject to clause (iv) of this  Section  6.4(i),  the  
General                                                                         
 Partner and any  Affiliate of the General  Partner may be  reimbursed
for                                                                             
Operating Expenses which are actually incurred by it or them in     
connection                                                                      
with the performance or arrangement of administrative  services     
reasonably                                                                      
necessary,  convenient  or  advisable,  in the  discretion  of the  
General                                                                         
Partner, to the prudent operation of the Partnership  (including,   
without                                                                         
limitation,  legal, accounting,  remarketing and agency expenses)   
provided                                                                        
  that the  reimbursement for same shall be limited to the lesser of (A)
its                                                                             
or their actual cost of providing  same or (B) the amount the       
Partnership                                                                     
would be required to pay to non-Affiliates  for comparable          
administrative                                                                  
   services in the same  geographic  location and provided  further,  that
no                                                                              
  reimbursement is permitted for such services if the General Partner or
any                                                                             
  such Affiliate is entitled to  compensation  in the form of a separate
fee                                                                             
pursuant to other provisions of this Section 6.4.                   

  (iv)  Limitations on  Reimbursements.  Neither the General Partner nor
any                                                                             
Affiliate of the General  Partner shall be  reimbursed by the       
Partnership                                                                     
for amounts expended by it with respect to the following:           

   (A)   salaries,   fringe   benefits,   travel   expenses   or
other                                                                           
administrative  items  incurred by or  allocated  to any  
Controlling                                                                     
Person of the General Partner or of any such Affiliate;   

   (B)  expenses  for rent,  depreciation  and  utilities or for
capital                                                                         
equipment  or other  administrative  items  (other than as
specified                                                                       
  respectively  in  paragraphs  (ii) and (iii) of this Section
6.4(i),                                                                         
above).                                                   

6.5  Other Interests of the General Partner and its Affiliates.     

  The  General  Partner  shall be  required  to devote only such time to
the                                                                             
affairs  of the  Partnership  as the  General  Partner  shall,  in its  sole    
and                                                                             
absolute  discretion,  determine in good faith to be necessary  for the         
business                                                                        
and operations of the Partnership.                                              

The General  Partner and any  Affiliate of the General  Partner may 
engage                                                                          
in, or possess an interest in, business ventures (other than the Partnership)   
of                                                                              
every kind and  description,  independently or with others,  including,  but    
not                                                                             
limited  to,  serving  as  sponsor or  general  partner  of other  Programs     
and                                                                             
participating in the equipment leasing and financing businesses,  whether or    
not                                                                             
such business  ventures may be  competitive  with the business or Investments   
of                                                                              
the Partnership.  Neither the Partnership nor any Limited Partner shall have    
any                                                                             
rights in and to such independent ventures or the income or profits therefrom   
by                                                                              
reason of the General Partner's position with the Partnership.                  

Neither the General Partner nor any Affiliate of the General Partner
shall                                                                           
be  obligated  to  present  any   particular   investment   opportunity  to     
the                                                                             
Partnership,  and the  General  Partner and each such  Affiliate  shall have    
the                                                                             
right, subject only to the provisions of the next following  paragraph,  to     
take                                                                            
for  its  own  account  (individually  or  otherwise),  or to  recommend  to    
any                                                                             
Affiliated  Entity  (including  the  Partnership),   any  particular            
investment                                                                      
opportunity, considering, among other things, the following factors with        
respect                                                                         
to itself and each Affiliated Entity:                                           

(a)  its  own  and  each  Affiliated   Entity's  general  
investment                                                                      
objectives and policies,  including, without limitation, cash       
distribution                                                                    
objectives and leverage policies;                                   

(b)  its  own  and  each  Affiliated   Entity's  existing 
portfolio,                                                                      
   including the diversification  thereof (by type of equipment, by length
of                                                                              
lease term, by industry and by geographic  area) and the effect the 
making                                                                          
of such investment would have thereon;                              

       (c) the cash  available to it and to each  Affiliated  Entity for
the                                                                             
 purpose of making such  investment  and the length of time such funds
have                                                                            
been available;                                                     

   (d)  its  own  and  each  Affiliated   Entity's  current  and
long-term liabilities; and                                          

        (e) the estimated  income tax  consequences  of such investment to
it                                                                              
and each Affiliated Entity and to the individual  investors         
participating                                                                   
therein.                                                            

 If,  considering  such  factors  and any other  appropriate  factors,
the                                                                             
General  Partner  determines  that any investment  opportunity  would be        
equally                                                                         
suitable for various  Affiliated  Entities,  the General Partner shall make     
such                                                                            
investment  opportunity  available  to such  Affiliated  Entities  on a         
rotation                                                                        
basis,  with the order of  priority  determined  by the date of each            
Affiliated                                                                      
Entity's initial closing.                                                       

 Notwithstanding the foregoing,  until all Capital  Contributions have
been                                                                            
invested or committed to investment in  Investments  and Reserves (not          
exceeding                                                                       
3% of Gross Offering Proceeds), used to pay permitted Front-End Fees or         
returned                                                                        
to the Limited Partners (as provided in Section 8.7, below), the General        
Partner                                                                         
and each  Affiliate  of the General  Partner  shall  present to the             
Partnership                                                                     
first,  before any other Affiliated Entity (including any Affiliated Entity     
that                                                                            
the General Partner or any such Affiliate  advises or manages),  the            
opportunity                                                                     
to purchase any Investment meeting the investment objectives and policies of    
the                                                                             
Partnership, other than a Lease relating to:                                    

 (i) used equipment  previously  leased by the General  Partner or any
such                                                                            
Affiliate to third parties that becomes available for re-lease;     

(ii) groups of items of equipment to be leased on terms providing   
various                                                                         
   cost recovery terms for various items,  where the  Partnership may not,
in                                                                              
accordance with this Agreement, purchase all items in the group;    

(iii) equipment to be leased to a third party on favorable  terms,  
from a                                                                          
   cost recovery viewpoint, subsequent to the lease by the General Partner
or                                                                              
  its  Affiliates  to the same third  party of other items of  equipment
on                                                                              
substantially less favorable terms;                                 

   (iv) equipment as to which a prospective or existing  lessee  indicates
to                                                                              
   the General Partner or its Affiliate that it will not lease or continue
to                                                                              
lease  through the General  Partner or such  Affiliate  unless the  
General                                                                         
  Partner or such  Affiliate  acquires and retains such equipment in its
own                                                                             
equipment portfolio; or                                             

   (v) equipment subject to a lease that by its terms is not assignable to
an                                                                              
entity  such  as the  Partnership  (leases  that  permit  assignment
to a                                                                            
   "financial  institution"  shall not, without more, be deemed assignable
to                                                                              
the Partnership).                                                   

In the  event  of a  conflict  between  two or  more  Affiliated    
Entities                                                                        
(including the  Partnership)  that are advised or managed by the General        
Partner                                                                         
and that are seeking to re-lease or sell  similar  equipment                    
contemporaneously,                                                              
the first opportunity to re-lease or sell equipment shall generally be          
allocated                                                                       
to the  Affiliated  Entity  attempting  to re-lease or sell  equipment  that    
was                                                                             
subject  to the  lease  that  expired  first or,  if two or more  leases        
expire                                                                          
simultaneously,  the lease which was first to take  effect;  provided,          
however,                                                                        
that the General Partner may, in its discretion, otherwise provide              
opportunities                                                                   
to  re-lease  or sell  equipment  if such  equipment  is subject to             
remarketing                                                                     
commitments  or if there  are  other  circumstances,  in the  General           
Partner's                                                                       
judgment,   under  which  the  withholding  of  such  an  opportunity  would    
be                                                                              
inequitable or uneconomic for a particular Affiliated Entity.                   

If the  financing  available  from time to time to two or more      
Affiliated                                                                      
Entities  (including  the  Partnership)  is less than the aggregate  amount     
then                                                                            
sought by them,  the  available  financing  shall  generally be allocated to    
the                                                                             
investment entity that has been seeking financing the longest.                  

Nothing  in this  Section  6.5  shall be deemed to  diminish  the   
General                                                                         
Partner's  overriding  fiduciary  obligation to the  Partnership  or to act     
as a                                                                            
waiver of any right or remedy the  Partnership or other Partners may have in    
the                                                                             
event of a breach of such obligation.                                           

7.  POWERS AND LIABILITIES OF LIMITED PARTNERS.                                 

7.1  Absence of Control Over Partnership Business.                  

The Limited Partners hereby consent to the exercise by the General  
Partner                                                                         
of the powers  conferred on the General  Partner by this  Agreement.  No        
Limited                                                                         
Partner shall participate in or have any control over the Partnership's         
business                                                                        
or have any right or authority to act for, or to bind or otherwise obligate,    
the                                                                             
Partnership  (except one who is also the General  Partner,  and then only in    
its                                                                             
capacity as the General  Partner).  No Limited  Partner  shall have the right   
to                                                                              
have the Partnership dissolved and liquidated or to have all or any part of     
such                                                                            
Limited  Partner's  Capital  Contribution or Capital Account  returned except   
as                                                                              
provided in this Agreement.                                                     

7.2  Limited Liability.                                             

   The liability of each Limited Partner in such capacity shall be limited
to                                                                              
the amount of such Limited Partner's Capital  Contribution and pro rata share   
of                                                                              
any  undistributed  Profits and other assets of the  Partnership.  Except as    
may                                                                             
otherwise  be  required  by law or by this  Agreement,  after the payment of    
all                                                                             
Subscription  Monies for the Units purchased by such Limited Partner, no        
Limited                                                                         
Partner shall have any further obligations to the Partnership, be subject to    
any                                                                             
additional assessment or be required to contribute any additional capital to,   
or                                                                              
to loan any funds to, the Partnership.                                          

  No Limited  Partner  shall have any  personal  liability on account of
any                                                                             
obligations  and   liabilities  of,   including  any  amounts  payable  by,     
the                                                                             
Partnership  under or  pursuant  to,  or  otherwise  in  connection  with,      
this                                                                            
Agreement or the conduct of the business of the Partnership.                    

8.   DISTRIBUTIONS   AND ALLOCATIONS.                                           

8.1  Distribution  of  Distributable  Cash From Operations and      
Distributable Cash From Sales.                                                

   (a) During the Reinvestment Period, the General Partner shall determine
in                                                                              
its sole discretion  what portion,  if any, of the  Partnership's               
Distributable                                                                   
Cash From  Operations  and  Distributable  Cash From Sales shall be invested    
and                                                                             
reinvested in additional  Investments  and which portion shall be distributed   
to                                                                              
the Partners;  provided,  however,  that the General Partner shall not          
reinvest,                                                                       
but shall distribute to the extent available, Distributable Cash From           
Operations                                                                      
and Distributable  Cash From Sales to Limited Partners in an amount equal to    
the                                                                             
following  amounts  for the periods  specified  (pro rated,  as  necessary,     
for                                                                             
periods of less than one year):                                                 

  (i) For the period  beginning  with a Limited  Partner's  admission to
the                                                                             
 Partnership   and  ending  with  the  expiration  or  termination  of
the                                                                             
Reinvestment  Period,  each Limited  Partner  shall be entitled to  
receive                                                                         
 monthly cash  distributions,  to the extent that  Distributable  Cash
From                                                                            
 Operations  and  Distributable  Cash From  Sales are  sufficient  for
such                                                                            
  purpose.  The annual  amount of such  distributions  will be  computed
by                                                                              
multiplying 10.75% by each Limited Partner's  respective  original  
Capital                                                                         
   Contribution reduced by any portion thereof which has been (A) returned
to                                                                              
  such  Limited  Partner  pursuant to Section  8.6,  or (B)  redeemed by
the                                                                             
Partnership pursuant to Section 10.5, of this Agreement. A ratable  
portion                                                                         
(i.e.,  one-twelfth) of such annual  distribution  amount shall be  
payable                                                                         
monthly; and                                                        

Any portion of the monthly  distribution  amounts described in this 
clause                                                                          
 (i)  which  exceeds  the sum of  Distributable  Cash From  Operations
and                                                                             
Distributable Cash From Sales for any year (if any) shall be        
distributable                                                                   
(if at all) solely at the discretion of the General Partner.  Each  
monthly                                                                         
cash  distribution  amount shall be computed as provided in the     
preceding                                                                       
  sentence on a  non-cumulative  basis (that is,  without  increase  for
any                                                                             
 portion of the monthly cash distribution  amount computed pursuant to
this                                                                            
clause (i) which the Partnership is unable to make, and without     
reduction                                                                       
for any cash distributions actually made, in any prior period.      

(ii)  Each   Limited   Partner  is  entitled  to  receive   monthly 
cash                                                                            
  distributions (if the  distributions  described in paragraph (i) above
are                                                                             
  not  adequate) in amounts  which would permit the Limited  Partners to
pay                                                                             
federal,   state  and  local  income  taxes  resulting  from        
Partnership                                                                     
Operations  (assuming  that all  Limited  Partners  are  subject to 
income                                                                          
 taxation at a 31%  cumulative tax rate on taxable  distributions  for
GAAP                                                                            
purposes).   Such   distributions   will  be  made,  to  the  extent
that                                                                            
  Distributable  Cash From Operations and Distributable  Cash From Sales
are                                                                             
sufficient for such purpose.                                        

   (b) During the  Disposition  Period,  no Available Cash From Operations
or                                                                              
Available Cash From Sales shall be reinvested in additional Investments, and    
all                                                                             
Available  Cash  From   Operations  and  Available  Cash  From  Sales  shall    
be                                                                              
distributed to the Partners.                                                    

(c) Distributions of Distributable  Cash From Operations and        
Distributable                                                                   
Cash  From  Sales  (collectively,  "Distributable  Cash")  shall  be made to    
the                                                                             
Partners  monthly.  Subject to Section  8.1(a),  the amount of each such        
monthly                                                                         
distribution shall be determined by the General Partner, in its sole            
discretion,                                                                     
based upon the amount of the Partnership's then available Distributable Cash    
and                                                                             
other  funds  of the  Partnership  and the  General  Partner's  estimate  of    
the                                                                             
Partnership's  total  Distributable  Cash for such Fiscal Year. Prior to        
Payout,                                                                         
distributions  pursuant to this Section  8.1(c) shall be made 99% to the        
Limited                                                                         
Partners and 1% to the General  Partner;  provided,  however,  that prior to    
the                                                                             
admission to the Partnership of any Limited Partners,  such distributions       
shall                                                                           
be made 1% to the Original Limited Partner and 99% to the General Partner.      
After                                                                           
Payout,  distributions  pursuant to this  Section  8.1(c)  shall be             
tentatively                                                                     
attributed and  distributed  90% to the Limited  Partners and 10% to the        
General                                                                         
Partner;  provided,  however,  that, if at the time of Payout,  each            
respective                                                                      
Limited Partner has not yet received total cash  distributions  pursuant to     
this                                                                            
Section  8.1(c)  equal  to 150%  of  such  Limited  Partner's  original         
Capital                                                                         
Contribution  (reduced  by any  amounts  paid to such  Limited  Partner (i)     
as a                                                                            
return of his uninvested Capital Contributions  pursuant to Section 8.6 and     
(ii)                                                                            
in  redemption  of his Units  pursuant  to Section  10.5),  distributions       
shall                                                                           
continue to be made 99% to the Limited  Partners  and 1% to the General         
Partner                                                                         
until the total cash  distributions  made to the Limited  Partners equal 150%   
of                                                                              
the Limited  Partners'  aggregate  original  Capital  Contributions.  The       
amount                                                                          
tentatively  attributed to the General Partner pursuant to the previous         
sentence                                                                        
and not  theretofore  distributed to the General Partner shall be distributed   
to                                                                              
the General  Partner,  without  interest,  out of the first  Distributable      
Cash                                                                            
available  to  the  Partnership   after  the  Limited   Partners  have          
received                                                                        
distributions equal to 150% of their aggregate original Capital Contributions.  

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  (d)  Notwithstanding  the provisions of Section 8.1(c),  distributions
of                                                                              
Distributable  Cash  made  during  the  Disposition  Period  shall  be  made    
in                                                                              
accordance with the provisions of Section 11.3.                                 

8.2  Allocations of Profits and Losses.                             

 (a) The Profits and Losses of the Partnership shall be determined for
each                                                                            
Fiscal Year or Fiscal Period.                                                   

(b)  Except  as  otherwise   provided  in  this   Agreement,        
whenever  a                                                                     
proportionate  part of the  Partnership's  Profits or Losses is  allocated      
to a                                                                            
Partner,  every  item of  income,  gain,  loss or  deduction  entering  into    
the                                                                             
computation  of such Profits or Losses,  or arising from the  transactions      
with                                                                            
respect to which such  Profits or Losses were  realized,  shall be  allocated   
to                                                                              
such Partner in the same proportion.                                            

   (c) Profits for any Fiscal Period during the Reinvestment  Period shall
be                                                                              
allocated to the Partners as follows:                                           

(i) first, 1% to the General Partner and 99% to the Limited Partners
until                                                                           
  the Limited Partners have been allocated  Profits equal to the excess,
if                                                                              
any, of their aggregate Unpaid Target  Distributions  over their    
aggregate                                                                       
Capital Account balances;                                           

(ii)  next,  in a manner  that will  cause (A) the  excess of the   
Limited                                                                         
Partners'  aggregate  Capital  Account  balances  over the amount of
their                                                                           
aggregate  Unpaid  Target  Distributions  and  (B) the  General     
Partner's                                                                       
Capital Account balance, to be in the ratio of 90% to 10%; and      

(iii)  thereafter,  90% to the  Limited  Partners  and  10% to the  
General Partner.                                                    

   (d) Profits for any Fiscal Period during the  Disposition  Period shall
be                                                                              
allocated to the Partners as follows:                                           

(i) first,  to the  Partners  in  proportion  to and to the extent  
of the  deficit  balances,  if any,  in their  respective  Capital  
Accounts;                                                           

(ii) next, 1% to the General Partner and 99% to the Limited Partners
until                                                                           
  the Limited Partners have been allocated  Profits equal to the excess,
if                                                                              
any, of their aggregate Unpaid Target  Distributions  over their    
aggregate                                                                       
Capital Account balances;                                           

(iii)  next,  in a manner  that will cause (A) the  excess of the   
Limited                                                                         
Partners'  aggregate  Capital  Account  balances  over the amount of
their                                                                           
aggregate  Unpaid  Target  Distributions  and  (B) the  General     
Partner's                                                                       
Capital Account balance, to be in the ratio of 90% to 10%; and      

(iv)  thereafter,  90%  to the  Limited  Partners  and  10% to the  
General Partner.                                                    

(e)  Losses  for any  Fiscal  Period  shall  be  allocated  to the  
Partners as follows:                                                            

(i) first, 1% to the General Partner and 99% to the Limited Partners
until                                                                           
  the Limited  Partners have been allocated  Losses equal to the excess,
if                                                                              
any, of their  aggregate  Capital  Account  balances over their     
aggregate                                                                       
Adjusted Capital Contributions;                                     

(ii) next,  to the Partners in  proportion to and to the extent of  
their respective  remaining positive Capital Account balances,  if  
any; and                                                            

(iii)  thereafter,  1% to the  General  Partner  and  99%  to the   
Limited                                                                         
Partners;  provided, however, that if and to the extent that an     
allocation                                                                      
   of  Losses to any  Limited  Partner  pursuant  to this  Section  8.2(e)
or                                                                              
Section  8.2(f)  would  result in any Limited  Partner  having an   
Adjusted                                                                        
Capital  Account  Deficit,  such Losses  shall be  allocated  to all
other                                                                           
Partners in  accordance  with this  Section  8.2(e)  and,  when no  
Limited                                                                         
Partner can be allocated any such Losses without  violating the     
limitation                                                                      
  contained in this proviso, such remaining Losses shall be allocated to
the                                                                             
General Partner.                                                    

(f)  Special Allocations.                                           

  The following special allocations shall, except as otherwise provided,
be                                                                              
made prior to allocations in Section 8.2(a)-(e) in the following order:         

(i)   Minimum   Gain   Charge-Back.   Notwithstanding   any  other  
provision  of  this  Section  8, if  there  is a net  decrease  in  
Partnership  Minimum  Gain  or in  any  Partner  Nonrecourse  Debt  
Minimum  Gain  during  any  Fiscal  Period,  prior  to  any  other  
allocation   pursuant  this  Section  8,  each  Partner  shall  be  
specifically  allocated  items of Partnership  income and gain for  
such Fiscal Period (and, if necessary,  subsequent Fiscal Periods)  
in  an  amount  and  manner  required  by  Treas.   Reg.  Sections  
1.704-2(f)  and  1.704-2(i)(4)  or any successor  provisions.  The  
items to be so allocated  shall be determined  in accordance  with  
Treas. Reg. Section 1.704-2(j)(2) or any successor provision.       

(ii)    Partnership    Nonrecourse     Deductions.     Partnership  
Nonrecourse  Deductions  for any Fiscal  Period shall be allocated  
99% to the Limited Partners and 1% to the General Partner.          

(iii)  Partner   Nonrecourse   Deductions.   Partner   Nonrecourse  
Deductions  for  any  Fiscal  Period  shall  be  allocated  to the  
Partner  who  made  or  guaranteed  or is  otherwise  liable  with  
respect to the loan to which such Partner  Nonrecourse  Deductions  
are  attributable  in accordance  with  principles of Treas.  Reg.  
Section 1.704-2(i) or any successor provision.                      

(iv)  Qualified  Income  Offset.  If in  any  Fiscal  Period,  any  
Partner  has  an  Adjusted   Capital  Account   Deficit,   whether  
resulting   from   an   unexpected   adjustment,   allocation   or  
distribution      described     in     Treas.     Reg.     Section  
1.704-1(b)(2)(ii)(d)(4),  (5) or (6) or  otherwise,  such  Partner  
shall  be   allocate   items  of   Partnership   income  and  gain  
(consisting  of a pro rata  portion  of each  item of  Partnership  
income,  including gross income,  and gain for such Fiscal Period)  
sufficient to eliminate such Adjusted  Capital  Account Deficit as  
quickly as  possible,  to the  extent  required  by such  Treasury  
Regulation.   It  is  the  intention  of  the  parties  that  this  
allocation   provision  constitute  a  "qualified  income  offset"  
within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(d).     

  (v)  Curative  Allocations.  The special  allocations  provided for in
the                                                                             
   proviso of Section 8.2(e) and in Sections  8.2(f)(i)-(iv)  are intended
to                                                                              
  comply with  certain  requirements  of Treas.  Reg.  Sections  1.704-1
and                                                                             
 1.704-2.  To the extent that any of such  special  allocations  shall
have                                                                            
been made, subsequent  allocations of income, gains, losses and     
deductions                                                                      
   and  items  thereof  ("curative  allocations")  shall  be  made as soon
as                                                                              
possible and in a manner so as to cause,  to the extent  possible   
without                                                                         
violating the  requirements of Treas.  Reg.  Sections 1.704-1 and   
1.704-2,                                                                        
  the Partners'  Capital Account balances to be as nearly as possible in
the                                                                             
same   proportions  in  which  they  would  have  been  had  such   
special                                                                         
allocations not occurred. In making such curative allocations,  due 
regard                                                                          
shall be given to the  character  of the  Profits  and  Losses  and 
items                                                                           
  thereof  that were  originally  allocated  pursuant  to the  provision
of                                                                              
Sections 8.2(e) and Sections  8.2(f)(i)-(iv)  in order to put the   
Partners                                                                        
  as nearly as possible in the  positions  in which they would have been
had                                                                             
such special allocations not occurred.                              

      If the  General  Partner  determines,  after  consultation  with
Tax                                                                             
 Counsel, that the allocation of any item of Partnership income, gain,
loss                                                                            
or deduction is not specified in this Section 8 (an  "unallocated   
item"),                                                                         
   or that the allocation of any item of Partnership  income,  gain,  loss
or                                                                              
deduction  hereunder is clearly  inconsistent with the Partners'    
economic                                                                        
interests in the  Partnership  determined by reference to this      
Agreement,                                                                      
the general  principles of Treas. Reg. Section  1.704-1(b) and the  
factors                                                                         
set  forth in  Treas.  Reg.  Section  1.704-1(b)(3)(ii)  (a         
"misallocated                                                                   
  item"),  then the General Partner may allocate such unallocated  items
and                                                                             
   reallocate such misallocated items, to reflect such economic interests.

(vi) Special  Allocation  of State,  Local and Foreign  Taxes.  Any 
state,                                                                          
local or foreign taxes imposed on the  Partnership  by reason of a  
Partner                                                                         
being a citizen,  resident or national of such state,  locality or  
foreign                                                                         
jurisdiction,  including  any  item(s)  of  taxable  income  or  tax
loss                                                                            
resulting therefrom, shall be specially allocated to such Partner.  

 (vii)  Transactions  with  Partnership.  If, and to the extent  that,
any                                                                             
Partner is deemed to recognize any item of income,  gain, loss,     
deduction                                                                       
  or credit as a result of any  transaction  between  such  Partner  and
the                                                                             
  Partnership  pursuant to Code Sections 482,  483,  1272-1274,  7872 or
any                                                                             
   similar provision now or hereafter in effect, any corresponding Profits
or                                                                              
Losses or items  thereof shall be allocated to the Partner who was  
charged                                                                         
with such item.                                                     

   (viii) Fees and Commissions Paid to General  Partner.  It is the intent
of                                                                              
the Partnership that any amount paid or deemed paid to the General  
Partner                                                                         
as a fee or  payment  described  in  Section  6.4  shall be  treated
as a                                                                            
"guaranteed  payment" or a payment to a partner not acting in his   
capacity                                                                        
as a  partner  pursuant  to  Section  707(c)  of the  Code  to the  
extent                                                                          
  possible. If any such fee or payment is deemed to be a distribution to
the                                                                             
  General Partner and not a guaranteed payment or a payment to a partner
not                                                                             
  acting  in his  capacity  as a  partner,  the  General  Partner  shall
be                                                                              
 allocated an amount of  Partnership  gross  ordinary  income equal to
such                                                                            
payment.                                                            

  (ix) Selling  Commissions,  Underwriting Fees,  Acquisition Fees and O
& O                                                                             
Expense Allowance.  Selling  Commissions,  Underwriting Fees,       
Acquisition                                                                     
  Fees  and the O & O  Expense  Allowance  shall  be  allocated  100% to
the                                                                             
Limited Partners. Organizational and Offering Expenses, in excess of
Sales                                                                           
   Commissions,  Underwriting Fees and the O & O Expense Allowance,  shall
be                                                                              
allocated 100% to the General Partner.                              

8.3Distributions and Allocations Among the Limited Partners.        

   (a) Except to the extent otherwise  provided herein,  all distributions
of                                                                              
Distributable  Cash and all  allocations of Profits and Losses and items        
thereof                                                                         
for any Fiscal Year or Fiscal Period shall be distributed  or allocated,  as    
the                                                                             
case may be,  among the  Limited  Partners  in  proportion  to their            
respective                                                                      
numbers of Units. Each  distribution of Distributable  Cash shall be made to    
the                                                                             
Limited Partners (or their respective assignees) of record as of the last day   
of                                                                              
the month next preceding the date on which such distribution is made.           

(b) All distributions of Distributable Cash and all allocations of  
Profits                                                                         
and Losses or items  thereof for any Fiscal  Year in which any Limited          
Partners                                                                        
are admitted to the  Partnership,  shall be allocated among the Limited         
Partners                                                                        
as follows:                                                                     

   (i) first, the Operations and Sales of the Partnership  shall be deemed
to                                                                              
have occurred  ratably over such Fiscal Year,  irrespective  of the 
actual                                                                          
  results of  Operations  or Sales of the  Partnership  during or within
any                                                                             
given Segment;                                                      

(ii) second,  (A) each Limited Partner who was admitted to the      
Partnership                                                                     
 prior to the commencement of such Fiscal Year shall be deemed to have
held                                                                            
his  respective  Units  commencing  as of the first Segment in such 
Fiscal                                                                          
   Year; (B) each Limited  Partner who was admitted to the  Partnership as
of                                                                              
the first day of any subsequent  Segment in such Fiscal Year in     
accordance                                                                      
with Section  5.3(h),  shall be deemed to have held his  respective 
Units                                                                           
  commencing  with  such  Segment;  and (C)  each  Limited  Partner  who
was                                                                             
admitted to the Partnership commencing as of the day following the  
Initial                                                                         
   Closing Date or the Final Closing Date (where such Initial Closing Date
or                                                                              
Final Closing Date falls on other than the 15th day or last day of a
month                                                                           
 or next  preceding  business  day),  shall  be  deemed  to have  held
his                                                                             
respective  Units for a fraction of the Segment  within which such  
Limited                                                                         
Partner was admitted to the Partnership, determined by dividing the 
number                                                                          
of days within such Segment  following  the Initial  Closing Date or
Final                                                                           
    Closing Date, as the case may be, by the number of days in such Segment;

   (iii)  third,  all  Profits  and  Losses  for such  Fiscal  Year  shall
be                                                                              
allocated among the Limited Partners in the ratio that the number of
Units                                                                           
held by each Limited  Partner  multiplied  by the number of Segments
(pro                                                                            
 rated for  fractions of Segments) in such Fiscal Year that such Units
were                                                                            
  held by such Limited Partner bears to the sum of that  calculation for
all                                                                             
Limited Partners; and                                               

(iv) Third, all monthly distributions of cash made to the Limited   
Partners                                                                        
pursuant to Section 8.1(c) shall be distributed among the Limited   
Partners                                                                        
in the  ratio  that the  number  of  Units  held by each  Limited   
Partner                                                                         
multiplied by the number of Segments (pro rated for fractions of    
Segments)                                                                       
 in the month  preceding the month in which the  distribution  is made
that                                                                            
 such  Units  were held by such  Limited  Partner  bears to the sum of
that                                                                            
   calculation for all Limited Partners. If the General Partner determines
at                                                                              
any time that the sum of the  monthly  distributions  made to any   
Limited                                                                         
 Partner  during or with  respect  to a Fiscal  Year does not (or will
not)                                                                            
properly reflect such Limited  Partner's share of the total         
distributions                                                                   
made or to be made by the  Partnership  for such Fiscal Year,  the  
General                                                                         
   Partner shall, as soon as practicable, make a supplemental distribution
to                                                                              
such Limited  Partner,  or withhold  from a subsequent  distribution
that                                                                            
otherwise would be payable to such Limited  Partner,  such amount as
shall                                                                           
 cause the total distributions to such Limited Partner for such Fiscal
Year                                                                            
to be the proper amount.                                            

  (c) In the  event  of a  transfer  of a  Unit  during  a  Fiscal  Year
in                                                                              
accordance  with Section 10, the transferor and transferee  shall be            
allocated a                                                                     
ratable  share of Profits and Losses for such Fiscal Year based on the number   
of                                                                              
Segments  (pro rated for  fractions  of  Segments) in such Fiscal Year that     
each                                                                            
held such transferred  Units.  Monthly  distributions made by the Partnership   
in                                                                              
accordance  with Section  8.1(c) shall be allocated  between the  transferor    
and                                                                             
transferee (and subsequently  adjusted, if necessary) in the manner set forth   
in                                                                              
clause (iv) and the last sentence of Section 8.3(b).                            

(d) Each  distribution  made to a  Limited  Partner  pursuant  to   
Section                                                                         
8.1(c),  8.6 or 11.3 of this  Agreement,  any  interest on  Subscription        
Monies                                                                          
relating to such Limited  Partner's Units paid to such Limited Partner          
pursuant                                                                        
to Section 5.3(k),  and any amount paid to such Limited Partner in redemption   
of                                                                              
such  Limited  Partner's  Units  pursuant  to  Section  10.5 shall be applied   
as                                                                              
follows:                                                                        

(i) first,  in  reduction  of such  Limited  Partner's  Unpaid      
Cumulative                                                                      
 Return,  to the extent  thereof,  as  determined  immediately  before
such                                                                            
distribution; and                                                   

(ii)  then,  in  reduction  of such  Limited  Partner's  Adjusted   
Capital                                                                         
 Contribution, to the extent thereof, as determined immediately before
such                                                                            
distribution.                                                       

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8.4  Tax Allocations: Code Section 704(c); Revaluations.            

(a) In accordance  with Code section  704(c) and the Treasury       
Regulations                                                                     
thereunder,  income, gain, loss, and deduction,  and items thereof, with        
respect                                                                         
to any property  contributed to the capital of the Partnership shall, solely    
for                                                                             
tax  purposes,  be  allocated  among the  Partners so as to take  account of    
any                                                                             
variation  between the adjusted  basis of such property to the  Partnership     
for                                                                             
federal income tax purposes and its initial Gross Asset Value.                  

   (b) In the  event  the  Gross  Asset  Value  of any  Partnership  asset
is                                                                              
adjusted  pursuant to Clause (ii) of the  definition of Gross Asset Value       
herein                                                                          
and Section  5(h)  hereof,  subsequent  allocations  of income,  gain,  loss    
and                                                                             
deduction,  and items thereof,  with respect to such asset shall take account   
of                                                                              
any variation  between the adjusted  basis of such asset for federal  income    
tax                                                                             
purposes and its Gross Asset Value in a manner  consistent with the             
requirements                                                                    
of Proposed Treas. Reg. Section 1.704-3(a)(4) or the corresponding  provision   
of                                                                              
final or successor Treasury Regulations.                                        

(c) Any elections or other decisions relating to the allocations    
required                                                                        
by clauses (a) and (b) of Section 8.4 shall be made in a manner that            
reasonably                                                                      
reflects the purpose and intention of this  Agreement.  Allocations  pursuant   
to                                                                              
this clause (c) of Section 8.4 are solely for  purposes of federal,  state,     
and                                                                             
local  taxes  and shall  not  affect,  or in any way be taken  into  account    
in                                                                              
computing,  any Partner's  Capital  Account or share of Profits,  Losses,       
other                                                                           
items, or distributions pursuant to any provision of this Agreement.            

8.5  Compliance with NASAA Guidelines Regarding Front-End Fees.     

Notwithstanding  anything in this Agreement to the contrary,  in the
event                                                                           
the  Partnership  fails,  at any time after the expiration of 30 months from    
the                                                                             
date of the  Prospectus,  to comply with the  restrictions  set forth in        
Section                                                                         
6.4(b) through (f) above,  the General  Partner shall  appropriately  adjust    
the                                                                             
allocations and  distributions  set forth in this Section 8 so as to comply     
with                                                                            
the requirements  contained in NASAA  Guidelines.  No adjustment  proposed to   
be                                                                              
made  pursuant to this Section 8.5 shall  require the General  Partner to       
obtain                                                                          
the consent of the Limited  Partners unless such proposed  adjustment           
adversely                                                                       
effects the  allocations  or  distributions  made, or to be made, to any        
Limited                                                                         
Partner.                                                                        

8.6  Return  of Uninvested Capital Contribution.                    

 In the event that 100% of Net Offering Proceeds have not been used to
make                                                                            
Investments  or committed  to Reserves to the extent  permitted to be treated   
as                                                                              
Investments  pursuant to Section 6.1(b)(vii) within the later of (i)            
twenty-four                                                                     
(24) months  after the  Effective  Date of the Offering or (ii) 12 months of    
the                                                                             
receipt thereof by the  Partnership,  the amount of such uninvested Net         
Offering                                                                        
Proceeds  shall  be  promptly  distributed  by the  Partnership  to the         
Limited                                                                         
Partners,  pro rata based upon their respective  number of Units, as a return   
of                                                                              
capital, without interest and without reduction for Front-End Fees in respect   
of                                                                              
such uninvested  Capital  Contributions  (which  distributions  shall not in    
any                                                                             
event exceed the related  Capital  Contribution of any Limited  Partner).       
Funds                                                                           
shall be deemed to have been committed to investment and need not be returned   
to                                                                              
a Limited  Partner to the extent  written  agreements in  principle,            
commitment                                                                      
letters,  letters of intent or  understanding,  option agreements or any        
similar                                                                         
contracts  or  understandings   are  executed  and  not  terminated  during     
the                                                                             
applicable twenty-four (24) or twelve (12) month period described above, if     
such                                                                            
investments  are ultimately  consummated  within a further period of twelve     
(12)                                                                            
months.  Funds deemed  committed  which are not actually so invested within     
such                                                                            
twelve (12) month  period will be promptly  distributed,  without  interest     
and                                                                             
without  reduction for Front-End Fees in respect of such uninvested Net         
Offering                                                                        
Proceeds, to the Limited Partners on a pro rata basis, as a return of capital.  

8.7 Partner's Return of Investment in the Partnership.              

Each Limited  Partner  shall look solely to the assets of the       
Partnership                                                                     
for the return of his Capital  Contribution and for any other distributions     
with                                                                            
respect to his Partnership  Interest. If the assets of the Partnership          
remaining                                                                       
after payment or discharge,  or provision for payment or discharge, of its      
debts                                                                           
and liabilities are insufficient to return such Capital  Contribution or to     
make                                                                            
any other  distribution to such Partner,  he shall not have any recourse        
against                                                                         
the personal assets of any other Partner, except to the limited extent set      
forth                                                                           
in Section 6.3, Section 9.3(a) and Section 11.2(a)(iii).                        

8.8  No Distributions in Kind.                                      

  Distributions  in kind shall not be permitted  except upon dissolution
and                                                                             
liquidation  of the  Partnership's  assets  and  may  only  then  be  made      
to a                                                                            
liquidating  trust  established  for the purposes of (a)  liquidating the       
assets                                                                          
transferred to it and (b) distributing the net cash proceeds of such            
liquidation                                                                     
in cash to the Partners in accordance with the provisions of this Agreement.    

8.9  Partnership Entitled to Withhold.                              

 The  Partnership  shall  at all  times be  entitled  to  withhold  or
make                                                                            
payments to any governmental authority with respect to any federal, state,      
local                                                                           
or foreign tax  liability of any Partner  arising as a result of such           
Partner's                                                                       
participation in the Partnership.  Each such amount so withheld or paid shall   
be                                                                              
deemed to be a  distribution  for  purposes  of Section 8 and Section 11, as    
the                                                                             
case may be, to the extent such Partner is then entitled to a  distribution.    
To                                                                              
the extent that the amount of such withholdings or payments made with respect   
to                                                                              
any  Partner  exceeds  the amount to which such  Partner is then  entitled      
as a                                                                            
distribution,  the excess shall be treated as a demand loan, bearing interest   
at                                                                              
a rate equal to twelve percent (12%) per annum simple  interest from the date   
of                                                                              
such payment or withholding  until such excess is repaid to the  Partnership    
(i)                                                                             
by  deduction  from  any  distributions  subsequently  payable  to such         
Partner                                                                         
pursuant to this  Agreement or (ii) earlier  payment of such excess and         
interest                                                                        
by such Partner to the Partnership. Such excess and interest shall, in any      
case,                                                                           
be payable not less than 30 days after demand  therefore by the General         
Partner,                                                                        
which  demand  shall be made only if the General  Partner  determines  that     
such                                                                            
Partner is not likely to be entitled to distributions  within 12 months from    
the                                                                             
date of such  withholding or payment by the Partnership in an amount            
sufficient                                                                      
to pay such excess and interest.  The withholdings  and payments  referred to   
in                                                                              
this Section 8.9 shall be made at the maximum  applicable  statutory  rate      
under                                                                           
the applicable tax law unless the General Partner shall have received an        
opinion                                                                         
of counsel or other evidence, satisfactory to the General Partner, to the       
effect                                                                          
that a lower rate is applicable, or that no withholding or payment is           
required.                                                                       

Section  9.  WITHDRAWAL  OF  GENERAL PARTNER.                                   

9.1 Voluntary Withdrawal.                                           

 The General Partner may not voluntarily withdraw as a General Partner
from                                                                            
the Partnership  unless (a) the Limited  Partners have received 60 days'        
advance                                                                         
written  notice  of  the  General  Partner's  intention  to  withdraw,  (b)     
the                                                                             
Partnership  shall have received an opinion of Tax Counsel to the Partnership   
to                                                                              
the  effect  that such  withdrawal  will not  constitute  a  termination  of    
the                                                                             
Partnership  or  otherwise   materially  adversely  affect  the  status  of     
the                                                                             
Partnership for federal income tax purposes and (c) a Substitute General        
Partner                                                                         
shall have been  selected  and such  Substitute  General  Partner (i) shall     
have                                                                            
expressed  a  willingness  to be admitted  to the  Partnership,  (ii) shall     
have                                                                            
received the specific written Consent of the Majority Interest to such          
admission                                                                       
and (iii)  shall have a Net Worth  sufficient,  in the opinion of Tax Counsel   
to                                                                              
the  Partnership,  for  the  Partnership  to  continue  to  be  classified      
as a                                                                            
partnership  for  federal  income  tax  purposes  and to  satisfy  the net      
worth                                                                           
requirements for "sponsors" under the NASAA Guidelines.                         

9.2  Involuntary Withdrawal.                                        

 The General Partner shall be deemed to have  involuntarily  withdrawn
as a                                                                            
General  Partner from the  Partnership  upon the removal of the General         
Partner                                                                         
pursuant to the Consent of the Majority  Interest or upon the  occurrence of    
any                                                                             
other event that  constitutes  an event of withdrawal  under the Delaware Act   
as                                                                              
then in effect.                                                                 

For  purposes of this  Section  9.2 and  Section  13,  neither the  
General                                                                         
Partner nor any Affiliate of the General Partner will participate in any vote   
by                                                                              
the Limited  Partners  to (a)  involuntarily  remove the General  Partner or    
(b)                                                                             
cancel any management or service  contract with the General  Partner or any     
such                                                                            
Affiliate.                                                                      

9.3  Consequences of Withdrawal.                                    

(a) Upon the  voluntary  withdrawal  of the General  Partner in     
accordance                                                                      
with  Section  9.1,  the General  Partner,  or its estate,  successors  or      
legal                                                                           
representatives, shall be entitled to receive from the Partnership (i) an       
amount                                                                          
equal to the positive balance,  if any, in the General Partner's Capital        
Account                                                                         
(as adjusted to the date of such withdrawal by allocation  pursuant to          
Section 8                                                                       
of any Profits or Losses or other  allocable  items realized by the             
Partnership                                                                     
through such date of Withdrawal and any unrealized  gains and losses inherent   
in                                                                              
the Partnership's assets as of such date),  provided,  however, that in no      
event                                                                           
shall such amount exceed the fair market value of the Partnership  Interest     
then                                                                            
held by the General Partner,  as calculated in accordance with the provisions   
of                                                                              
clause  (c) of this  Section  9.3,  plus or minus,  as the case may be,  (ii)   
an                                                                              
amount  equal to the  difference  between  (A) any  amounts due and owing to    
the                                                                             
General  Partner by the  Partnership  and (B) any  amounts  due and owing by    
the                                                                             
General Partner to the  Partnership.  The right of the General  Partner,  or    
its                                                                             
estate, successors or legal representatives,  to receipt of such amount shall   
be                                                                              
subject to (x) any claim for damages by the  Partnership or any Partner         
against                                                                         
the General Partner, or its estate,  successors or legal  representatives,      
that                                                                            
such withdrawal  shall have been made in contravention of this Agreement and    
(y)                                                                             
if the General  Partner  has a negative  balance in its  Capital  Account       
after                                                                           
making the adjustments  provided for in the first sentence of this clause (a)   
of                                                                              
Section 9.3,  payment to the Partnership of an amount equal to the lesser of    
(1)                                                                             
the  amount  of such  deficit  balance  or (2) the  excess of 1.01% of the      
total                                                                           
Capital  Contributions  of the  Limited  Partners  over the  capital            
previously                                                                      
contributed by the General Partner.                                             

  (b) Upon  involuntary  withdrawal of the General  Partner as such from
the                                                                             
Partnership  in accordance  with Section 9.2, the  Partnership  shall pay to    
the                                                                             
General Partner (i) the fair market value of the Partnership  Interest then     
held                                                                            
by the General  Partner,  as calculated in the manner set forth in clause (c)   
of                                                                              
this Section 9.3, plus or minus, as the case may be, (ii) an amount equal to    
the                                                                             
difference  between  (A) any  amounts  due and owing to such  withdrawn         
General                                                                         
Partner by the  Partnership  and (B) any amounts due and owing by such          
withdrawn                                                                       
General  Partner  to the  Partnership,  and,  upon  such  payment,  the         
General                                                                         
Partner's  Interest  in the  income,  losses,  distributions  and capital of    
the                                                                             
Partnership shall be terminated.                                                

  (c) For  purposes  of this  Section  9.3,  the  fair  market  value of
the                                                                             
withdrawn General Partner's Interest shall be determined, in good faith, by     
such                                                                            
General Partner and the Partnership, or, if they cannot agree, by arbitration   
in                                                                              
accordance with the then current rules of the American  Arbitration             
Association                                                                     
by two independent appraisers, one selected by the withdrawn General Partner    
and                                                                             
one by the Limited Partners. In the event that such two appraisers are unable   
to                                                                              
agree on the value of the withdrawn General  Partner's  Interest within 90      
days,                                                                           
they  shall  within  20 days  thereafter  jointly  appoint  a third             
independent                                                                     
appraiser whose  determination  shall be final and binding;  provided,          
however,                                                                        
that if the two  appraisers  are unable to agree  within such 20 days on a      
third                                                                           
appraiser,  the third  appraiser  shall be selected by the American             
Arbitration                                                                     
Association.  The expense of arbitration shall be borne equally by the          
withdrawn                                                                       
General Partner and the Partnership.                                            

(d) The method of payment to the General Partner upon withdrawal,   
whether                                                                         
voluntary  or  involuntary,  must be fair  and must  protect  the  solvency     
and                                                                             
liquidity of the  Partnership.  When the withdrawal is voluntary,  the method   
of                                                                              
payment will be presumed to be fair if it provides  for a                       
non-interest-bearing,                                                           
unsecured promissory note of the Partnership, with principal payable, if at     
all,                                                                            
from  distributions  that the withdrawn  General  Partner  otherwise  would     
have                                                                            
received under the Partnership  Agreement had the General Partner not           
withdrawn.                                                                      
When the withdrawal is involuntary, the method of payment will be presumed to   
be                                                                              
fair if it provides for a promissory  note bearing  interest on the             
outstanding                                                                     
principal amount thereof at the lesser of (i) the rate of interest (inclusive   
of                                                                              
any points or other loan charges) which the Partnership would be required to    
pay                                                                             
to an unrelated  bank or commercial  lending  institution  for an unsecured,    
60                                                                              
month  loan of like  amount  or (ii)  the  rate of  interest  from  time to     
time                                                                            
announced by The Chase  Manhattan Bank (National  Association)  at its          
principal                                                                       
lending  offices  in New York,  New York as its prime  lending  rate plus 3%    
and                                                                             
providing  for  repayments  of principal  thereunder in sixty (60) equal        
monthly                                                                         
installments, together with accrued but unpaid interest.                        

9.4  Liability  of Withdrawn General Partner.                       

  If the business of the  Partnership is continued  after  withdrawal of
the                                                                             
General  Partner,  the  General  Partner,  or its  estate,  successors  or      
legal                                                                           
representatives,  shall  remain  liable  for  all  obligations  and             
liabilities                                                                     
incurred  by it or by the  Partnership  while it was acting in the  capacity    
of                                                                              
General  Partner  and for which it was liable as General  Partner,  but shall   
be                                                                              
free of any  obligation or liability  incurred on account of or arising from    
the                                                                             
activities of the Partnership from and after the time such withdrawal shall     
have                                                                            
become effective.                                                               

9.5  Continuation  of Partnership Business.                         

 In the event that the General Partner withdraws from the Partnership,
the                                                                             
General  Partner,  or its estate,  successors  or legal  representatives,       
shall                                                                           
deliver to the Limited  Partners Notice stating the reasons for such            
withdrawal.                                                                     
If, within 90 days  following such  withdrawal,  any Person shall be admitted   
to                                                                              
the Partnership as a Substitute General Partner, such Substitute General        
Partner                                                                         
shall  execute  a  counterpart  of  this  Agreement  and  the  business  of     
the                                                                             
Partnership shall continue.  If no Substitute General Partner shall have been   
so                                                                              
admitted to the  Partnership  within 90 days  following  the date of the        
General                                                                         
Partner's withdrawal, then the Partnership shall be dissolved.                  

Section TRANSFER OF UNITS.                                                      

10.1  Withdrawal  of  a Limited Partner.                            

   A Limited Partner may withdraw from the  Partnership  only by Assigning
or                                                                              
having  redeemed all Units owned by such Limited Partner in accordance with     
this                                                                            
Section 10. The withdrawal of a Limited  Partner shall not dissolve or          
terminate                                                                       
the  Partnership.  In the event of the withdrawal of any Limited Partner        
because                                                                         
of death,  legal  incompetence,  dissolution or other  termination,  the        
estate,                                                                         
legal  representative or successor of such Limited Partner shall be deemed to   
be                                                                              
the Assignee of the Partnership  Interest of such Limited Partner and may       
become                                                                          
a Substitute  Limited  Partner upon  compliance  with the  provisions of        
Section                                                                         
10.3.                                                                           

10.2  Assignment.                                                   

 (a) Subject to the provisions of Sections 10.2(b) and (c) and 10.3 of
this                                                                            
Agreement,  any Limited Partner may Assign all or any portion of the Units      
owned                                                                           
by such Limited Partner to any Person (the "Assignee"); provided that           

(i) such Limited  Partner and such  Assignee  shall each execute a  
written                                                                         
Assignment instrument, which shall:                                 

(A)  set forth the terms of such Assignment;              

     (B) in the case of assignments  other than by operation of law,
state                                                                           
    the intention of such Limited Partner that such Assignee shall
become                                                                          
      a  Substitute  Limited  Partner  and,  in  all  cases,  evidence
the                                                                             
      acceptance by the Assignee of all of the terms and provisions of
this                                                                            
Agreement;                                                

      (C) include a  representation  by both such Limited  Partner and
such                                                                            
      Assignee  that  such  Assignment  was  made in  accordance  with
all                                                                             
      applicable laws and regulations (including,  without limitation,
such                                                                            
      minimum investment and investor suitability  requirements as may
then                                                                            
be applicable under state securities laws); and           

   (D)  otherwise be  satisfactory  in form and substance to the
General Partner; and                                      

 (ii) such Assignee shall pay to the Partnership an aggregate  amount,
not                                                                             
   exceeding $150.00,  of expenses  reasonably incurred by the Partnership
in                                                                              
connection with such Assignment.                                    

(b)  Notwithstanding  the  foregoing,  unless the  General  Partner 
shall                                                                           
specifically Consent, no Units may be Assigned:                                 

(i) to a minor or  incompetent  (unless a guardian,  custodian  or  
conservator  has been  appointed  to handle  the  affairs  of such  
Person);                                                            

(ii) to any Person  if, in the  Opinion of Tax  Counsel,  such      
Assignment                                                                      
  would result in the termination of the  Partnership's  taxable year or
its                                                                             
  status as a partnership for federal income tax purposes, provided that
the                                                                             
   Partnership may permit such Assignment to become effective if and when,
in                                                                              
  the opinion of Tax Counsel,  such Assignment would no longer result in
the                                                                             
termination  of  the  Partnership's  taxable  year  or  its  status 
as  a                                                                           
partnership for federal income tax purposes;                        

(iii) to any Person if such  Assignment  would  affect  the         
Partnership's                                                                   
  existence or qualification as a limited partnership under the Delaware
Act                                                                             
or the applicable laws of any other  jurisdiction in which the      
Partnership                                                                     
is then conducting business;                                        

(iv) to any Person not permitted to be an Assignee under  applicable
law,                                                                            
including,  without  limitation,  applicable  federal and state     
securities                                                                      
laws;                                                               

(v) if such  Assignment  would  result in the  transfer  of a       
Partnership                                                                     
Interest  representing less than twenty-five (25) Units, or ten (10)
Units                                                                           
in the case of a Qualified  Plan (unless such  Assignment is of the 
entire                                                                          
Partnership Interest owned by such Limited Partner);                

(vi) if such  Assignment  would  result in the  retention  by such  
Limited                                                                         
 Partner of a portion of its Partnership  Interest  representing  less
than                                                                            
 the greater of (A)  twenty-five  (25) Units, or ten (10) Units in the
case                                                                            
   of a Qualified  Plan,  and (B) the minimum  number of Units required to
be                                                                              
purchased  under  minimum  investment  standards  applicable to an  
initial                                                                         
purchase of Units by such Limited Partner;                          

(vii) if, in the reasonable  belief of the General  Partner,  such  
Assignment might violate applicable law;                            

(viii) if the  effect  of such  Assignment  would be to cause the   
"equity                                                                         
participation" in the Partnership by "benefit plan investors" (both 
within                                                                          
  the meaning of DOL Reg. Section 2510.3-101(f)) to equal or exceed 25%;
or                                                                              

   (ix) if such transfer would cause an impermissible  percentage of Units
to                                                                              
be owned by non-United States citizens.                             

Any attempt to make any  Assignment  of Units in violation of this  
Section                                                                         
10.2(b) shall be null and void ab initio.                           

(c) So long as there are  adverse  federal  income tax  consequences
from                                                                            
being  treated  as a  "publicly  traded  partnership"  for  federal  income     
tax                                                                             
purposes,  the  General  Partner  shall not permit any  interest in a Unit to   
be                                                                              
Assigned on a secondary public market (or a substantial  equivalent  thereof)   
as                                                                              
defined  under  the Code  and any  Treasury  Regulations  or  published         
notices                                                                         
promulgated  thereunder  (a  "Secondary  Market")  and, if the  General         
Partner                                                                         
determines in its sole and absolute  discretion,  that a proposed Assignment    
was                                                                             
effected on a Secondary Market, the Partnership and the General Partner have    
the                                                                             
right to refuse to recognize any such proposed Assignment and to take any       
action                                                                          
deemed necessary or appropriate in the General Partner's  reasonable            
discretion                                                                      
so that such proposed  Assignment is not, in fact,  recognized.  For purposes   
of                                                                              
this Section  10.2(c),  any  Assignment  which  results in a failure to meet    
the                                                                             
"safe-harbor"  provisions  of Notice  88-75 (July 5, 1988) issued by the IRS,   
or                                                                              
any  substitute  safe-harbor  provisions  subsequently  established  by         
Treasury                                                                        
Regulations  or published  notices,  shall be treated as causing the Units to   
be                                                                              
publicly  traded.   The  Limited  Partners  agree  to  provide  all             
information                                                                     
respecting  Assignments,  which the General  Partner deems necessary in order   
to                                                                              
determine  whether a proposed  transfer  occurred  or will occur on a           
Secondary                                                                       
Market.                                                                         

   (d)  Assignments  made in  accordance  with  this  Section  10.2  shall
be                                                                              
effective for record  purposes and for purposes of Section 8 as of the first    
day                                                                             
of the  Segment  following  the date upon  which all of the  conditions  of     
this                                                                            
Section 10.2 shall have been satisfied.                                         

10.3  Substitution10.3  Substitution.                               

(a) An Assignee of a Limited  Partner shall be admitted to the      
Partnership                                                                     
as a Substitute Limited Partner only if:                                        

(i) the General  Partner has  reasonably  determined  that all      
conditions                                                                      
specified in Section 10.2 have been  satisfied and that no adverse  
effect                                                                          
to the Partnership does or may result from such admission; and      

(ii) such Assignee shall have executed a transfer agreement and such
other                                                                           
  forms, including a power of attorney to the effect required by Section
15,                                                                             
 as the General Partner reasonably may require to determine compliance
with                                                                            
this Section 10.                                                    

(b) An Assignee of Units who does not become a Substitute  Limited  
Partner                                                                         
in  accordance  with  this  Section  10.3  and who  desires  to  make a         
further                                                                         
Assignment of his Units shall be subject to all the provisions of Sections      
10.2,                                                                           
10.3 and 10.4 to the same  extent  and in the same  manner as a Limited         
Partner                                                                         
desiring to make an Assignment  of his Units.  Failure or refusal of the        
General                                                                         
Partner to admit an Assignee as a  Substitute  Limited  Partner  shall in no    
way                                                                             
affect the right of such Assignee to receive  distributions  from               
Distributable                                                                   
Cash From  Operations  and  Distributable  Cash From  Sales and the share of    
the                                                                             
Profits or Losses for Tax Purposes to which his  predecessor  in interest       
would                                                                           
have been entitled in accordance with Section 8.                                

10.4 Status of an Assigning Limited Partner.                        

Any Limited  Partner  that shall  Assign the entire  Partnership    
Interest                                                                        
owned by such  Limited  Partner to an  Assignee  who shall  become a            
Substitute                                                                      
Limited Partner shall cease to be a Limited Partner in the Partnership and      
shall                                                                           
no longer  have any of the  rights or  privileges  of a Limited  Partner  in    
the                                                                             
Partnership.                                                                    

10.5 Limited Right of Presentment for Redemption of Units.          

(a) Commencing with the second full calendar  quarter  following the
Final                                                                           
Closing Date and at any time and from time to time thereafter until             
termination                                                                     
of the  Partnership,  any  Limited  Partner  (other than an  Affiliated         
Limited                                                                         
Partner)  may  request  that  the  Partnership   redeem,  and,  subject  to     
the                                                                             
availability  of funds  in  accordance  with  clause  (b)  below  and the       
other                                                                           
provisions of this Section 10.5 and provided that the Partnership  shall not,   
in                                                                              
any calendar year, redeem Partnership  Interests that, in the aggregate,        
exceed                                                                          
2% of the total  Partnership  Interests  outstanding  as of the last day of     
such                                                                            
year,  with the prior  Consent of the General  Partner,  the  Partnership       
shall                                                                           
redeem,  for  cash,  up to  100% of the  Partnership  Interest  of such         
Limited                                                                         
Partner,  at the Applicable  Redemption Price. The Partnership shall be under   
no                                                                              
obligation to redeem Units of a Limited Partner and shall do so only in the     
sole                                                                            
and absolute discretion of the General Partner.                                 

(b) No reserves shall be established by the Partnership for the     
redemption                                                                      
of Units.  The  availability  of funds for the  redemption  of any Unit shall   
be                                                                              
subject to the availability of sufficient Distributable Cash. Furthermore,      
Units                                                                           
may be  redeemed  only if such  redemption  would not impair the  capital or    
the                                                                             
Operations of the Partnership and would not result in the termination  under    
the                                                                             
Code of the Partnership's  taxable year or of its federal income tax status     
as a                                                                            
partnership.                                                                    

(c) A  Limited  Partner  desiring  to have a  portion  or all of his
Units                                                                           
redeemed  shall  submit a  written  request  to the  General  Partner  on a     
form                                                                            
approved by the General  Partner  duly signed by all owners of such Units on    
the                                                                             
books of the Partnership. Redemption requests hereunder shall be deemed given   
on                                                                              
the  earlier  of the date  the same is (i)  personally  delivered  with         
receipt                                                                         
acknowledged,  or (ii)  mailed by  certified  mail,  return  receipt            
requested,                                                                      
postage prepaid,  at the General  Partner's  address set forth herein.          
Requests                                                                        
arising  from  death,  major  medical  expense and family  emergency  related   
to                                                                              
disability  or  a  material  loss  of  family  income,   collectively           
"Hardship                                                                       
Redemptions"  shall be treated as having been received at 12:01 A.M. EST and    
all                                                                             
other  redemption  requests  shall be  deemed  received  with  the  start of    
the                                                                             
business day during which received. The General Partner shall promptly accept   
or                                                                              
deny each redemption request. The General Partner shall, in its sole            
discretion,                                                                     
decide whether a redemption is in the best interests of the Partnership.        

  (d) In the  event  that the  General  Partner  receives  requests  for
the                                                                             
Partnership to redeem more Units than there are funds sufficient to redeem,     
the                                                                             
General  Partner  shall  honor  redemption  requests  in the order in which     
duly                                                                            
executed and supported  redemption  requests are received.  The General         
Partner                                                                         
shall use its reasonable efforts to honor requests for redemptions of Units     
with                                                                            
the same request date first as to Hardship Redemptions,  second so as to        
provide                                                                         
liquidity for IRAs or Qualified Plans to meet required distributions and        
finally                                                                         
as to all other redemption requests.                                            

(e)  Within 30 days  following  the date upon  which the  General   
Partner                                                                         
receives a written request from any Limited Partner to redeem Units held by     
such                                                                            
Limited  Partner,  the General  Partner  shall  deliver  written  notice to     
such                                                                            
Limited Partner  indicating (i) the number, if any, of such Units to be         
redeemed                                                                        
and (ii) if appropriate,  the date of redemption thereof,  which shall be a     
date                                                                            
within 30 days following the date of such notice, and the Applicable            
Redemption                                                                      
Price with respect thereto.  Not less than ten (10) days prior to the           
redemption                                                                      
date  specified in the  Partnership's  notice,  the Limited  Partner            
requesting                                                                      
redemption  shall deliver to the Partnership all transfer  instruments and      
other                                                                           
documents  reasonably  requested by the  Partnership to evidence such           
redemption                                                                      
and the Partnership shall pay to such Limited Partner the Applicable            
Redemption                                                                      
Price per Unit redeemed.  In the event that all Units of any Limited Partner    
are                                                                             
so redeemed,  such Limited  Partner shall be deemed to have  withdrawn  from    
the                                                                             
Partnership and shall, from and after the date of the redemption of all Units   
of                                                                              
such Limited Partner, cease to have the rights of a Limited Partner.            

Section DISSOLUTION AND WINDING-UP.                                             

11.1  Events Causing Dissolution.                                   

  The  Partnership  shall  be  dissolved  upon the  happening  of any of
the                                                                             
following events (each a "Dissolution Event"):                                  

(a) the  withdrawal of the General  Partner,  unless a Substitute   
General                                                                         
Partner shall have been admitted to the  Partnership in accordance  with        
Section                                                                         
9.5; or                                                                         

(b)  the  voluntary  dissolution  of the  Partnership  (i) by the   
General                                                                         
Partner with the Consent of the Majority Interest or (ii) subject to Section    
13,                                                                             
by the Consent of the Majority  Interest  without action by the General         
Partner;                                                                        
or                                                                              

(c) the  Sale of all or  substantially  all of the  assets  of the  
Partnership  (which  Sale  prior to the end of the  Reinvestment  Period        
requires the Consent of the Majority Interest); or                              

(d) the  expiration of the  Partnership  term specified in Section  
4 of this Agreement; or                                                         

(e) the  Operations of the  Partnership  shall cease to constitute  
legal activities under the Delaware Act or any other applicable law; or         

  (f) any other event which  causes the  dissolution  or  winding-up  of
the                                                                             
Partnership under the Delaware Act to the extent not otherwise provided         
herein.                                                                         

11.2 Winding Up of the  Partnership;  Capital  Contribution by the  
General                                                                         
Partner Upon Dissolution11.2 Winding Up of the Partnership; Capital             
Contribution                                                                    
by the General Partner Upon Dissolution.                                        

  (a) Upon the  occurrence of a  Dissolution  Event,  the  winding-up of
the                                                                             
Partnership  and the  termination  of its  existence  shall be  accomplished    
as                                                                              
follows:                                                                        

    (i) the General Partner (or if there shall be none, such other
Person                                                                          
   as shall be  selected by the Consent of the  Majority  Interest,  or if
no                                                                              
  such other Person is so selected,  such other Person as is required by
law                                                                             
to wind up the affairs of the Partnership,  which Person, in either 
event,                                                                          
  may exercise all of the powers  granted to the General  Partner herein
and                                                                             
  is hereby  authorized to do any and all acts and things  authorized by
law                                                                             
   and by this Agreement for such purposes and any and all such other acts
or                                                                              
things consistent therewith as may be expressly authorized by the   
Majority                                                                        
Interest)   shall  proceed  with  the   liquidation  of  the        
Partnership                                                                     
  (including,  without limitation, the Sale of any remaining Investments
and                                                                             
cancellation  of the  Certificate of Limited  Partnership),  and is 
hereby                                                                          
authorized  to adopt  such  plan,  method  or  procedure  as may be 
deemed                                                                          
 reasonable  by the General  Partner (or such other  Person  effecting
the                                                                             
winding up) to effectuate an orderly winding-up;                    

 (ii) all Profits or Losses or items thereof and all amounts
required                                                                        
to be specially  allocated pursuant to Section 8.2(f) for the period
prior                                                                           
   to final termination shall be credited or charged,  as the case may be,
to                                                                              
the Partners in accordance with Section 8;                          

       (iii) in the event that,  after all  requirements  of clauses (i)
and                                                                             
(ii) of this Section  11.2(a)  shall have been  accomplished,  the  
General                                                                         
Partner shall have a deficit balance in its Capital  Account,  the  
General                                                                         
 Partner shall  contribute  within thirty (30) days to the Partnership
as a                                                                            
   Capital  Contribution  an amount  equal to the lesser of (A) the amount
of                                                                              
such  deficit  balance  or (B) the  excess of 1.01% of the  total   
Capital                                                                         
Contributions  of  the  Limited  Partners  over  the  capital       
previously                                                                      
   contributed by the General Partner (for this purpose, any payments made
by                                                                              
 the  General   Partner  as   co-signatory  or  guarantor  of  any  of
the                                                                             
indebtedness  of the  Partnership  and not yet  reimbursed  to the  
General                                                                         
  Partner at the time of dissolution of the  Partnership and any amounts
due                                                                             
  and  unpaid  to the  General  Partner  on,  under or with  respect  to
any                                                                             
   Partnership  Loans at the time of such  dissolution  shall be deemed to
be                                                                              
  Capital  Contributions  by the General  Partner to the Partnership and
any                                                                             
obligation  of the  Partnership  to reimburse or repay such amounts 
shall                                                                           
thereupon cease);                                                   

(iv) the proceeds from Sales and all other assets of the  
Partnership                                                                     
shall be applied and  distributed  in  liquidation  as provided in  
Section                                                                         
11.3; and                                                           

   (v) the General  Partner (or such other Person  effecting the
winding                                                                         
up) shall file such  certificates and other documents as shall be   
required                                                                        
by the Delaware Act, the Code and any other  applicable  laws to    
terminate                                                                       
the Partnership.                                                    

(b) If the  winding-up  of the  Partnership  is  effected  by the   
General                                                                         
Partner, the General Partner shall be compensated for its services in           
connection                                                                      
therewith as provided in Section 6.4 of this  Agreement  and, if such winding   
up                                                                              
is effected by any such other Person (whether  selected by the Majority         
Interest                                                                        
or as required by law),  such other Person shall be compensated for its         
services                                                                        
in  connection  therewith  in an amount not in excess of the amount             
customarily                                                                     
paid to  non-affiliated  third parties  rendering similar services in respect   
of                                                                              
similar entities in the same geographic location.                               

11.3  Application of Liquidation Proceeds Upon Dissolution.         

  Following  the  occurrence  of any  Dissolution  Event,  the  proceeds
of                                                                              
liquidation and the other assets of the Partnership  shall be applied as        
follows                                                                         
and in the following order of priority:                                         

(a) first,  to the  payment of  creditors  of the  Partnership  in  
order of priority as provided by law, except  obligations to Partners or        
their Affiliates;                                                               

  (b) next,  to the setting up of any reserve  that the General  Partner
(or                                                                             
such other Person  effecting  the  winding-up)  shall  determine  is            
reasonably                                                                      
necessary  for any  contingent  or  unforeseen  liability or  obligation  of    
the                                                                             
Partnership  or the  Partners;  such  reserve  may,  in the  sole  and          
absolute                                                                        
discretion  of the General  Partner (or such other Person  effecting the        
winding                                                                         
up) be paid over to an escrow agent  selected by it to be held in escrow for    
the                                                                             
purpose of  disbursing  such  reserve  in  payment of any of the                
aforementioned                                                                  
contingencies,  and at the expiration of such period as the General  Partner    
(or                                                                             
such other Person  effecting the winding up) may deem  advisable,  to           
distribute                                                                      
the balance thereafter  remaining as provided in clauses (c)-(e) of this        
Section                                                                         
11.3.                                                                           

(c) next, to the payment of all  obligations to the Partners in     
proportion                                                                      
to and to the extent of advances made by each Partner pursuant to the           
provisions                                                                      
of this Agreement;                                                              

(d)  next,  to the  payment  of all  reimbursements  to which  the  
General  Partner or any Affiliate of the General Partner may be entitled        
pursuant to this Agreement; and                                                 

(e)  thereafter,  to  the  Partners  in  proportion  to and to the  
extent of the positive balances of their Capital Accounts.                      

11.4 No Recourse  Against Other Partners.                           

Following the occurrence of any  Dissolution  Event,  each Limited  
Partner                                                                         
shall look  solely to the assets of the  Partnership  for the return of, and    
any                                                                             
return on, such Limited Partner's Capital  Contribution.  If, after the         
complete                                                                        
payment and discharge of all debts,  liabilities  and other  obligations  of    
the                                                                             
Partnership,  the assets of the  Partnership  are  insufficient  to provide     
the                                                                             
return of, or a return on, the Capital Contribution of any Limited Partner,     
such                                                                            
Limited Partner shall have no recourse  against any other Limited Partner or    
the                                                                             
General  Partner,  except to the extent that the General Partner is obligated   
to                                                                              
make an additional Capital  Contribution to the Partnership  pursuant to        
Section                                                                         
11.2(a)(iii) hereof.                                                            

Section FISCAL MATTERS.                                                         

12.1 Title to Property and Bank Accounts.                           

Except to the extent that trustees,  nominees or other agents are   
utilized                                                                        
as permitted by Section  6.1(b)(ii)(F),  all Investments and other assets of    
the                                                                             
Partnership  shall  be held in the  name of the  Partnership.  The  funds of    
the                                                                             
Partnership  shall be  deposited  in the name of the  Partnership  in such      
bank                                                                            
account  or  accounts  as  shall  be  designated  by the  General  Partner,     
and                                                                             
withdrawals therefrom shall be made upon the signature of the General Partner   
or                                                                              
such Person or Persons as shall be designated in writing by the General         
Partner.                                                                        
The funds of the Partnership shall not be commingled with the funds of any      
other                                                                           
Person.                                                                         

12.2   Maintenance of and Access to Basic Partnership Documents.    

(a) The General  Partner  shall  maintain at the  Partnership's     
principal                                                                       
office, the following documents:                                                

(i)   the Participant List;                                         

(ii) a copy of the  Certificate of Limited  Partnership and all     
amendments                                                                      
thereto,  together with executed copies of any powers of attorney   
pursuant                                                                        
to which the Certificate or any such amendment has been executed;   

(iii) copies of this Agreement and any amendments hereto;           

  (iv) copies of the audited financial statements of the Partnership for
the                                                                             
  three most recently completed Fiscal Years,  including,  in each case,
the                                                                             
balance sheet and related statements of operations, cash flows and  
changes                                                                         
in Partners'  equity at or for such Fiscal Year,  together with the 
report                                                                          
of the Partnership's independent auditors with respect thereto;     

 (v)  copies of the  Partnership's  federal,  state and  local  income
tax                                                                             
returns and reports,  if any, for the three most recently completed 
Fiscal                                                                          
Years;                                                              

(vi) records as required by applicable  tax  authorities  including 
those                                                                           
specifically  required to be maintained by "tax shelters",  if so   
required                                                                        
by the Partnership; and                                             

(vii)  investor   suitability   records  for  Units  sold  by  any  
Affiliate of the General Partner.                                   

(b) Each Limited Partner and his designated  representative shall be
given                                                                           
access to all of the foregoing records of the Partnership and such other        
records                                                                         
of the Partnership  which relate to business affairs and financial  condition   
of                                                                              
the Partnership,  and may inspect the same and make copies of the same          
(subject,                                                                       
in the case of copying the Participant's  List, to compliance with clause (c)   
of                                                                              
this Section 12.2) at such Limited  Partner's  expense,  during normal          
business                                                                        
hours upon  reasonable  advance  written  notice to the General  Partner,       
which                                                                           
notice shall  specify the date and time of the intended  visit and identify     
with                                                                            
reasonable   specificity  the  documents  which  such  Limited  Partner  or     
its                                                                             
representative will wish to examine or copy or both.                            

(c) A copy of the Participant  List shall be mailed to any Limited  
Partner                                                                         
making  written  request for the  Participant  List within ten (10) days of     
such                                                                            
request  (or, if later,  within seven (7) days of the  Partnership's  receipt   
of                                                                              
such  request);  provided  that the General  Partner may  request,  and shall   
be                                                                              
entitled to first receive,  (i)  reimbursement of the reasonable cost of        
copying                                                                         
and  mailing  of  the  Participant  List  to the  Limited  Partner,  and        
(ii) a                                                                          
representation  from such Limited Partner that the Participant List is not      
being                                                                           
requested for a commercial  purpose unrelated to such Limited Partner's         
interest                                                                        
as a Limited Partner  relative to the affairs of the  Partnership.  The         
purposes                                                                        
for which a Limited Partner may request a copy of the Participant  List         
include,                                                                        
without  limitation,  matters  relating to the Limited  Partners'  voting       
rights                                                                          
under this  Agreement and the exercise of Limited  Partners'  proxy rights      
under                                                                           
federal or state securities laws.                                               

(d) If the  General  Partner  refuses or  neglects to (i) permit a  
Limited                                                                         
Partner or his duly authorized  representative  to examine the Participant      
List                                                                            
(as provided in Paragraph  (b) of this Section  12.2) or (ii) produce and       
mail a                                                                          
copy of the  Participant  List within ten (10) days after such  request  (or,   
if                                                                              
later,  within  seven (7) days of the  Partnership's  receipt of the            
applicable                                                                      
Limited Partner's written request) (as provided in Paragraph (c) of this        
Section                                                                         
12.2),  the  General  Partner  shall be liable to such  Limited  Partner for    
the                                                                             
costs,  including  attorneys'  fees,  incurred by such Limited Partner to       
compel                                                                          
production of the Participant  List, and for the actual damages suffered by     
such                                                                            
Limited Partner by reason of such refusal or neglect; provided, that it shall   
be                                                                              
a defense to  liability  under this clause (d) that (x) the  requesting         
Limited                                                                         
Partner  has failed or refused to make the  representation  described  in       
clause                                                                          
(c)(ii) of this  Section  12.2 after  being  requested  to do so by the         
General                                                                         
Partner or (y) the actual purpose and reason for such Limited Partner's         
requests                                                                        
for inspection or for a copy of the Participant  List is to secure such List    
for                                                                             
the purpose of (1) selling, or reproducing and selling, such List or any        
portion                                                                         
of the  information  contained  therein,  or (2) using  such List or any of     
such                                                                            
information  for a commercial  purpose other than in the interest of the        
Limited                                                                         
Partner relative to the affairs of the Partnership.  The remedies provided      
under                                                                           
this Section 12.2 to Limited Partners  requesting copies of the Participant     
List                                                                            
are in addition to, and shall not in any way limit,  other remedies available   
to                                                                              
Limited Partners under federal law or the laws of any state.                    

12.3  Financial  Books  and Accounting.                             

The General Partner shall keep, or cause to be kept, complete and   
accurate                                                                        
financial  books and records  with  respect to the  business  and affairs of    
the                                                                             
Partnership.  Except to the extent otherwise  required by the accounting        
methods                                                                         
adopted by the  Partnership  for  federal  income tax  purposes,  such books    
and                                                                             
records shall be kept on an accrual  basis and all  financial  statements of    
the                                                                             
Partnership  shall be prepared for each Fiscal Year in accordance with          
generally                                                                       
accepted accounting principles as applied within the United States of America.  

12.4  Fiscal Year.                                                  

Except as may  otherwise  be  determined  from time to time by the  
General                                                                         
Partner  (in a manner  which  is  consistent  with  the  Code  and the          
Treasury                                                                        
Regulations  thereunder  or is consented to by the IRS),  the Fiscal Year of    
the                                                                             
Partnership for both federal income tax and financial  reporting  purposes      
shall                                                                           
end on December 31 of each year.                                                

12.5  Reports.                                                      

(a) Quarterly  Reports.  Within 60 days after the end of each of the
first                                                                           
three Fiscal  Quarters of each Fiscal Year,  the General  Partner shall send,   
to                                                                              
each Person who was a Limited  Partner at any time  during such Fiscal          
Quarter,                                                                        
the following written materials:                                                

   (i) a report containing the same financial  information as is contained
in                                                                              
the Partnership's  quarterly report on Form 10-Q filed with the     
Commission                                                                      
under the Securities Exchange Act of 1934, as amended, which shall  
include                                                                         
unaudited financial  statements for the Partnership at and for such 
Fiscal                                                                          
Quarter,  including a balance sheet and related  statements of      
operations,                                                                     
cash  flows  and  changes  in  Partners'  equity,  all of which     
financial                                                                       
statements shall be prepared in accordance with Section 12.3;       

   (ii) a tabular summary,  prepared by the General Partner,  with respect
to                                                                              
   the fees and other  compensation and costs and expenses which were paid
or                                                                              
reimbursed by the  Partnership to the Sponsor during such Fiscal    
Quarter,                                                                        
identified and properly  allocated as to type and amount.  Such     
tabulation                                                                      
shall (A) include a detailed  statement  identifying any services   
rendered                                                                        
or to be  rendered  to  the  Partnership  and  the  compensation    
received                                                                        
therefor and (B) summarize the terms and conditions of any contract,
which                                                                           
  was not filed as an exhibit to the Registration  Statement, as amended
and                                                                             
in effect as on the Effective Date. The requirement for such summary
shall                                                                           
 not be  circumvented  by  lump-sum  payments  to  non-Affiliates  who
then                                                                            
disburse the funds to, or for the benefit of, the Sponsor; and      

   (iii) until all Capital  Contributions  have been invested or committed
to                                                                              
investment in Investments and Reserves (not exceeding 3% of Gross   
Offering                                                                        
Proceeds), used to pay permitted Front-End Fees or returned to the  
Limited                                                                         
Partners (as provided in Section 8.7, above), a special report      
concerning                                                                      
all Investments  made during such Fiscal Quarter which shall include
(A) a                                                                           
description of the types of Equipment acquired and Financing        
Transactions                                                                    
  made,  (B)  the  total   Purchase  Price  paid  for  such   categories
of                                                                              
Investments,  (C) the amounts of Capital  Contributions  and        
indebtedness                                                                    
used to acquire such Investments, (D) the Acquisition Fees and      
Acquisition                                                                     
  Expenses paid  (identified  by party) in connection  therewith and (E)
the                                                                             
 amount of Capital  Contributions,  if any,  which  remain  unexpended
and                                                                             
    uncommitted to pending Investments as of the end of such Fiscal Quarter.

  (b) Annual Reports. Within 120 days after the end of each Fiscal Year,
the                                                                             
General  Partner shall send to each Person who was a Limited Partner at any     
time                                                                            
during such Fiscal Year the following written materials:                        

(i)  financial  statements  for the  Partnership  for  such  Fiscal 
Year,                                                                           
including  a balance  sheet as of the end of such  Fiscal Year and  
related                                                                         
statements  of  operations,  cash flows and changes in  Partners'   
equity,                                                                         
   which shall be  prepared  in  accordance  with  Section  12.3 and shall
be                                                                              
 accompanied  by  an  auditor's   report   containing  an  opinion  of
the                                                                             
Accountants;                                                        

   (ii) an  analysis,  prepared  by the  General  Partner  (which need not
be                                                                              
 audited, but shall be reviewed, by the Accountants), of distributions
made                                                                            
 to the General  Partner and the Limited  Partners  during such Fiscal
Year                                                                            
   separately identifying the portion (if any) of such distributions from:

(A)  Cash Flow during such period;                        

(B)  Cash Flows from prior periods;                       

(C)  Cash From Sales;                                     

   (D)  Capital  Contributions  originally  used to  establish a
Reserve;                                                  

 (iii) a status  report with  respect to each piece of  Equipment  and
each                                                                            
  Financing  Transaction which  individually  represents at least 10% of
the                                                                             
  aggregate Purchase Price of the Partnership's  Investments held at the
end                                                                             
of such Fiscal Year, which report shall state:                      

  (A) the  condition of each such item of Equipment and of any
personal                                                                        
    property  securing  any  Financing  Transaction  to which such
report                                                                          
applies;                                                  

      (B) how  such  Equipment  was  being  utilized  as of the end of
such                                                                            
        Fiscal Year (i.e.,  leased,  operated  directly by the Partnership
or                                                                              
held for lease, repair or sale);                          

   (C) the remaining  term of any Lease to which such  Equipment
is subject;                                               

   (D) the  projected or intended use of such  Equipment  during
the next following Fiscal Year;                           

 (E)  the method used to determine values set forth therein;

        (F) such other  information as may be relevant to the value or use
of                                                                              
 such Equipment or any personal  property  securing any such
Financing                                                                       
Transaction as the General Partner, in good faith, deems  
appropriate;                                                                    

(iv) the annual  report  shall  contain a breakdown  of all fees and
other                                                                           
compensation paid, and all costs and expenses  reimbursed,  to the  
Sponsor                                                                         
by the  Partnership  during  such  Fiscal Year  identified  (and    
properly                                                                        
allocated) as to type and amount:                                   

(A) In the case of any fees and other  compensation,  such
breakdown                                                                       
      shall  identify  the  services  rendered  or to be  rendered  to
the                                                                             
       Partnership  and the  compensation  therefor and shall  summarize
the                                                                             
        terms  and  conditions  of any  contract  which  was not  filed as
an                                                                              
        exhibit to the  Registration  Statement,  as amended and in effect
on                                                                              
        the Effective Date. The requirement for such information shall not
be                                                                              
  circumvented by lump-sum payments to non-Affiliates who then
disburse                                                                        
the funds to, or for the benefit of, the Sponsor;         

   (B) In the case of reimbursed costs and expenses, the General
Partner                                                                         
      shall also  prepare  an  allocation  of the total  amount of all
such                                                                            
items and shall include  support for such  allocation to  
demonstrate                                                                     
how the  Partnership's  portion of such total amounts were
allocated                                                                       
     between the  Partnership  and any other  Programs in accordance
with                                                                            
     this Agreement and the respective  governing agreements of such
other                                                                           
       Programs.  Such cost and expense  allocation shall be reviewed by
the                                                                             
Accountants   in  connection   with  their  audit  of  the
financial                                                                       
      statements of the Partnership for such Fiscal Year in accordance
with                                                                            
    the American  Institute of Certified Public Accountants United
States                                                                          
Auditing  standards  relating to special reports and such 
Accountants                                                                     
    shall state that, in connection  with the  performance of such
audit,                                                                          
       such Accountants reviewed, at a minimum, the time records of, and
the                                                                             
  nature of the work performed by, individual employees of the
Sponsor,                                                                        
the cost of whose services were reimbursed; and           

      (C) The  additional  costs of the  special  review  required  by
this                                                                            
   clause will be itemized  by the  Accountants  on a Program by
Program                                                                         
       basis and may be  reimbursed  to the  Sponsor by the  Partnership
in                                                                              
    accordance   with  this   subparagraph   only  to  the  extent
such                                                                            
  reimbursement, when added to the cost for all administrative
services                                                                        
        rendered,  does not exceed the competitive  rate for such services
as                                                                              
determined in such report;                                

   (v) until all Capital  Contributions  have been  invested or  committed
to                                                                              
investment in Investments and Reserves (not exceeding 3% of Gross   
Offering                                                                        
Proceeds), used to pay permitted Front-End Fees or returned to the  
Limited                                                                         
Partners (as provided in Section 8.7, above), a special report      
concerning                                                                      
all  Investments  made during  such Fiscal Year which shall  include
(A) a                                                                           
description of the types of Equipment  acquired or Financing        
Transactions                                                                    
  made,  (B)  the  total   Purchase  Price  paid  for  such   categories
of                                                                              
Investments,  (C) the amounts of Capital  Contributions  and        
indebtedness                                                                    
used to acquire such Investments, (D) the Acquisition Fees and      
Acquisition                                                                     
  Expenses paid  (identified  by party) in connection  therewith and (E)
the                                                                             
 amount of Capital  Contributions,  if any,  which  remain  unexpended
and                                                                             
 uncommitted to pending Investments as of the end of such Fiscal Year.

12.6   Tax  Returns  and Tax Information.                           

The General Partner shall:                                          

(a)  prepare or cause the  Accountants  to  prepare,  in  accordance
with                                                                            
applicable laws and  regulations,  the tax returns  (federal,  state,  local    
and                                                                             
foreign,  if any) of the  Partnership  for each Fiscal Year within 75 days      
after                                                                           
the end of such Fiscal Year; and                                                

 (b) deliver to each Partner by March 15 following  each Fiscal Year a
Form                                                                            
K-1 or other statement  setting forth such Partner's share of the               
Partnership's                                                                   
income,  gains, losses,  deductions,  and items thereof, and credits if any,    
for                                                                             
such Fiscal Year.                                                               

12.7  Accounting Decisions.                                         

   All decisions as to accounting matters, except as specifically provided
to                                                                              
the contrary herein, shall be made by the General Partner in accordance with    
the                                                                             
accounting methods adopted by the Partnership for federal income tax purposes   
or                                                                              
otherwise in accordance  with generally  accepted  accounting  principles.      
Such                                                                            
decisions  must be acceptable to the  Accountants,  and the General  Partner    
may                                                                             
rely upon the advice of the  Accountants  as to whether  such  decisions  are   
in                                                                              
accordance  with the methods  adopted by the  Partnership for federal income    
tax                                                                             
purposes or generally accepted accounting principles.                           

12.8  Federal Tax Elections.                                        

The  Partnership,  in the  sole and  absolute  discretion  of the   
General                                                                         
Partner, may make elections for federal tax purposes as follows:                

 (a) In case of a transfer of all or part of the Partnership  Interest
of a                                                                            
Partner, the Partnership, in the absolute discretion of the General Partner,    
may                                                                             
timely elect pursuant to Section 754 of the Code (or corresponding provisions   
of                                                                              
future law),  and pursuant to similar  provisions of  applicable  state or      
local                                                                           
income tax laws, to adjust the basis of the assets of the  Partnership.  In     
such                                                                            
event,  any basis  adjustment  attributable  to such election shall be          
allocated                                                                       
solely to the transferee.                                                       

   (b) All other  elections,  including  but not  limited to the  adoption
of                                                                              
accelerated depreciation and cost recovery methods,  required or permitted to   
be                                                                              
made by the  Partnership  under the Code shall be made by the General Partner   
in                                                                              
such manner as will,  in the  opinion of the General  Partner (as advised by    
Tax                                                                             
Counsel or the  Accountants  as the General  Partner  deems  necessary)  be     
most                                                                            
advantageous to the Limited Partners as a group.  The Partnership  shall, to    
the                                                                             
extent permitted by applicable law and regulations, elect to treat as an        
expense                                                                         
for federal  income tax purposes all amounts  incurred by it for state and      
local                                                                           
taxes,  interest and other charges which may, in accordance  with applicable    
law                                                                             
and regulations, be considered as expenses.                                     

12.9  Tax Matters Partner.                                          

(a) The General Partner is hereby  designated as the "Tax Matters   
Partner"                                                                        
under Section  6231(a)(7) of the Code and may hereafter  designate its          
successor                                                                       
as Tax Matters Partner,  to manage  administrative  and judicial tax            
proceedings                                                                     
conducted at the Partnership  level by the Internal Revenue Service with        
respect                                                                         
to Partnership  matters. Any Partner shall have the right to participate in     
such                                                                            
administrative  or  judicial   proceedings  relating  to  the  determination    
of                                                                              
Partnership  items at the  Partnership  level to the extent  provided by        
Section                                                                         
6224 of the Code. The Limited Partners shall not act independently  with        
respect                                                                         
to tax audits or tax litigation affecting the Partnership,  and actions taken   
by                                                                              
the General  Partner as Tax Matters  Partner in connection with tax audits      
shall                                                                           
be binding in all respects upon the Limited Partners.                           

(b)  The Tax Matters Partner shall have the following duties;       

 (i) To the  extent  and in the  manner  required  by  applicable  law
and                                                                             
regulations,  the Tax Matters  Partner  shall  furnish the name,    
address,                                                                        
  Interest  and  taxpayer  identification  number  of  each  Partner  to
the                                                                             
Secretary of the Treasury or his delegate (the "Secretary"); and    

  (ii) To the  extent  and in the  manner  required  by  applicable  law
and                                                                             
   regulations,  the Tax Matters Partner shall keep each Partner  informed
of                                                                              
 administrative  and  judicial   proceedings  for  the  adjustment  at
the                                                                             
Partnership  level of any item  required  to be taken  into  account
by a                                                                            
   Partner for income tax purposes  (such  judicial  proceedings  referred
to                                                                              
hereinafter as "judicial review").                                  

  (c) Subject to Section 6.3 hereof,  the  Partnership  shall  indemnify
and                                                                             
reimburse  the  Tax  Matters  Partner  for all  expenses,  including  legal     
and                                                                             
accounting fees, claims, liabilities,  losses and damages incurred in           
connection                                                                      
with any administrative or judicial proceeding with respect to the tax          
liability                                                                       
of the  Partners.  The  payment of all such  expenses  shall be made  before    
any                                                                             
distributions are made from Cash from Operations or Cash From Sales. Neither    
the                                                                             
General Partner nor any Affiliate nor any other Person shall have any           
obligation                                                                      
to provide funds for such purpose. The taking of any action and the incurring   
of                                                                              
any expense by the Tax Matters Partner in connection  with any such             
proceeding,                                                                     
except to the  extent  required  by law,  is a matter  in the sole and          
absolute                                                                        
discretion of the Tax Matters  Partner;  and the  provisions on  limitations    
of                                                                              
liability of the General Partner and indemnification set forth in Section 6.3   
of                                                                              
this  Agreement  shall be fully  applicable  to the Tax  Matters  Partner in    
its                                                                             
capacity as such.                                                               

(d)  The  Tax  Matters  Partner  is  hereby  authorized,  but  not  
required:                                                                       

(i) to  enter in to any  settlement  with  the IRS or the  Secretary
with                                                                            
  respect to any tax audit or judicial  review,  in which  agreement the
Tax                                                                             
  Matters  Partner may expressly  state that such  agreement  shall bind
the                                                                             
  other Partners,  except that such settlement  agreement shall not bind
any                                                                             
   Partner who (within the time prescribed  pursuant to Section 6224(c)(3)
of                                                                              
the Code and regulations  thereunder) files a statement with the    
Secretary                                                                       
   providing  that the Tax Matters  Partner  shall not have the  authority
to                                                                              
enter into a settlement agreement on the behalf of such Partner;    

  (ii) in the event that a notice of a final  administrative  adjustment
at                                                                              
 the  partnership  level of any item required to be taken into account
by a                                                                            
  Partner  for tax  purposes  (a  "final  adjustment")  is mailed to the
Tax                                                                             
Matters  Partner,  to  seek  judicial  review  of such  final       
adjustment,                                                                     
including  the filing of a petition for  readjustment  with the Tax 
Court,                                                                          
  the  District  Court of the  United  Sates for the  district  in which
the                                                                             
partnership's  principal  place of business is located,  the United 
States                                                                          
Court of Claims or any other appropriate forum;                     

(iii) to intervene in any action  brought by any other Partner for  
judicial review of a final adjustment;                              

(iv) to file a request for an administrative adjustment with the    
Secretary                                                                       
  at any  time  and,  if any  part of such  request  is not  allowed  by
the                                                                             
 Secretary,  to file a petition  for  judicial  review with respect to
such                                                                            
request;                                                            

 (v) to enter  into an  agreement  with the IRS to extend  the  period
for                                                                             
assessing any tax which is  attributable  to any item required to be
taken                                                                           
 in to account by a Partner for tax  purposes,  or an item affected by
such                                                                            
item; and                                                           

(vi) to take any other action on behalf of the Partners or the      
Partnership                                                                     
  in connection  with any  administrative  or judicial tax proceeding to
the                                                                             
extent permitted by applicable law or regulations.                  

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12.10   Reports  to  StateAuthorities.                              

The General  Partner  shall  prepare and file with all  appropriate 
state                                                                           
regulatory  bodies and other  authorities all reports required to be so filed   
by                                                                              
state securities or "blue sky" authorities and by the NASAA Guidelines.         

Section  13.MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.                 

13.1  Meetings  of  the Limited Partners.                           

(a) A meeting of the Limited Partners may be called by the General  
Partner                                                                         
on its own initiative,  and shall be called by the General Partner following    
its                                                                             
receipt of written request(s) for a meeting from Limited Partners holding 10%   
or                                                                              
more of the then outstanding  Units, to act upon any matter on which the        
Limited                                                                         
Partners  may vote (as set forth in this  Agreement).  Every such  request      
for a                                                                           
meeting shall state with  reasonable  specificity  (i) the  purpose(s) for      
which                                                                           
such meeting is to be held and (ii) the text of any matter, resolution or       
action                                                                          
proposed to be voted upon by the Limited  Partners at such  meeting  (which     
text                                                                            
the General Partner shall,  subject to the provisions of Section 13.3, submit   
an                                                                              
accurate  summary of such  proposal in its Notice of such meeting to the        
Limited                                                                         
Partners).  Within ten days following the receipt of such a request, the        
General                                                                         
Partner shall give Notice to all Limited  Partners of such meeting in the       
manner                                                                          
and for a time and place as  specified in paragraph  13.1(b).  In addition,     
the                                                                             
General  Partner acting on its own initiative  may, and following its receipt   
of                                                                              
written  request(s)  therefor from Limited Partners holding more than 10% of    
the                                                                             
then  outstanding  Units  shall,  submit for  action by  Consent of the         
Limited                                                                         
Partners,  in lieu of a meeting,  any matter on which the Limited  Partners     
may                                                                             
vote (as set forth in this Section 13.                                          

(b) A Notice of any such meeting (or action by written  Consent     
without a                                                                       
meeting) shall be given to all Limited Partners either (i) personally or by     
mail                                                                            
(if such meeting is being called,  or Consent action is being solicited,  by    
the                                                                             
General  Partner  upon the request of the Limited  Partners)  or (ii) by        
regular                                                                         
mail (if such meeting is being called, or Consent action is being solicited,    
by                                                                              
the General Partner on its own initiative) and a meeting called pursuant to     
such                                                                            
Notice  shall be held (or Consent  action  taken) not less than 15 days nor     
more                                                                            
than 60 days after the date such Notice is  distributed.  Such  Notice  shall   
be                                                                              
delivered or mailed to each Limited  Partner at his record  address,  or at     
such                                                                            
other  address as he may have  furnished  in writing to the General  Partner    
for                                                                             
receipt of  Notices,  and shall state the place,  date and time of such         
meeting                                                                         
(which shall be the place,  date and time, if any,  specified in the request    
for                                                                             
such meeting or such other  place,  date and time as the General  Partner       
shall                                                                           
determine to be reasonable  and  convenient  to the Limited  Partners) and      
shall                                                                           
state the purpose(s) for which such meeting is to be held. If any meeting of    
the                                                                             
Limited  Partners is properly  adjourned  to another  time or place,  and if    
any                                                                             
announcement  of the  adjournment  of time or place is made at the  meeting,    
it                                                                              
shall not be necessary to give notice of the adjourned meeting.  The presence   
in                                                                              
person or by proxy of the  Majority  Interest  shall  constitute a quorum at    
all                                                                             
meetings of the Limited Partners;  provided,  however, that, if there be no     
such                                                                            
quorum,  holders of a majority of the Interests so present or so represented    
may                                                                             
adjourn the meeting from time to time  without  further  notice,  until a       
quorum                                                                          
shall have been obtained.  No Notice of any meeting of Limited  Partners need   
be                                                                              
given to any Limited  Partner who attends in person or is  represented  by      
proxy                                                                           
(except  when a Limited  Partner  attends a meeting for the  express  purpose   
of                                                                              
objecting at the beginning of the meeting to the  transaction of any business   
on                                                                              
the  ground  that the  meeting is not  lawfully  called or  convened)  or to    
any                                                                             
Limited  Partner  otherwise  entitled to such Notice who has  executed and      
filed                                                                           
with the records of the  meeting,  either  before or after the time             
thereof,  a                                                                     
written waiver of such Notice.                                                  

 (c) For the purpose of determining the Limited  Partners  entitled to
vote                                                                            
on any matter  submitted to the Limited  Partners at any meeting of such        
Limited                                                                         
Partners  (or to take  action by Consent in lieu  thereof),  or any             
adjournment                                                                     
thereof, the General Partner or the Limited Partners requesting such meeting    
may                                                                             
fix, in advance,  a date as the record date, which shall be a date not more     
than                                                                            
fifty  (50)  days nor less  than ten (10)  days  prior to any such  meeting     
(or                                                                             
Consent action), for the purpose of any such determination.                     

  (d) Any  Limited  Partner may  authorize  any Person or Persons to act
for                                                                             
such Limited Partner by proxy in respect of all matters as to which such        
Limited                                                                         
Partner is entitled to  participate,  whether by waiving  Notice of any         
meeting,                                                                        
taking  action  by  Consent  or voting as to any  matter or  participating      
at a                                                                            
meeting of the Limited Partners. Every proxy must be signed by a Limited        
Partner                                                                         
or his attorney-in-fact.  No proxy shall be valid after the expiration of       
eleven                                                                          
months from the date thereof unless otherwise provided in the proxy. Every      
proxy                                                                           
shall be revocable at the pleasure of the Limited Partner executing it.         

(e) At each meeting of the Limited Partners,  the Limited Partners  
present                                                                         
or  represented by proxy may adopt such rules for the conduct of such meeting   
as                                                                              
they shall deem appropriate,  provided that such rules shall not be             
inconsistent                                                                    
with the provisions of this Agreement.                                          

13.2 Voting Rights of the Limited Partners.                         

  Subject to Section 13.3,  the Limited  Partners,  acting by Consent of
the                                                                             
Majority  Interest may take the following actions without the concurrence of    
the                                                                             
General Partner:                                                                

  (a)  amend  this  Agreement,  other  than (1) in any  manner  to allow
the                                                                             
Limited Partners to take part in the control or management of the               
Partnership's                                                                   
business,  and (2) without the specific Consent of the General Partner, to      
alter                                                                           
the  rights,  powers  and  duties of the  General  Partner  as set forth in     
this                                                                            
Agreement;                                                                      

(b)  dissolve the Partnership;                                      

(c) remove the General  Partner  and elect one or more  Substitute  
General Partners; and                                                           

   (d)  approve  or  disapprove  of the  Sale or  series  of  Sales of all
or                                                                              
substantially  all the  assets of the  Partnership  except  for any such Sale   
or                                                                              
series  of  Sales  in the  ordinary  course  of  liquidating  the               
Partnership's                                                                   
Investments during the Disposition Period.                                      

   In determining the requisite  percentage in interest of Units necessary
to                                                                              
approve a matter on which the Sponsor  may not vote or consent,  any Units      
owned                                                                           
by the Sponsor shall not be included. With respect to any Interests owned by    
the                                                                             
Sponsor,  the Sponsor may not vote on matters  submitted to the Limited         
Partners                                                                        
regarding  the removal of the Sponsor or regarding any  transaction  between    
the                                                                             
Program and the Sponsor. In determining the requisite percentage and interest   
of                                                                              
Interests  necessary  to  approve a matter  in which a  Sponsor  may not vote   
or                                                                              
consent, any Interests owned by the Sponsor shall not be included.              

13.3  Limitations on Action by the Limited Partners.                

   The  rights  of the  Limited  Partners  under  Section  13.2  shall not
be                                                                              
exercised  or be  effective  in any manner  (a) to subject a Limited  Partner   
to                                                                              
liability as a general  partner  under the Delaware Act or under the laws of    
any                                                                             
other  jurisdiction  in which the Partnership may be qualified or own an item   
of                                                                              
Equipment  or (b) to  contract  away the  fiduciary  duty  owed to such         
Limited                                                                         
Partner by the Sponsor  under common law.  Any action taken  pursuant to        
Section                                                                         
13.2 shall be void if any non-Affiliated  Limited Partner,  within 45 days      
after                                                                           
such  action  is taken,  obtains  a  temporary  restraining  order,             
preliminary                                                                     
injunction or  declaratory  judgment from a court of competent  jurisdiction    
on                                                                              
grounds that, or an opinion of legal counsel selected by the Limited Partners   
to                                                                              
the effect that,  such action,  if given  effect,  would have one or more of    
the                                                                             
prohibited  effects  referred  to in this  Section  13.3.  For  purposes of     
this                                                                            
Section  13.3,  counsel  shall be deemed to have been  selected  by the         
Limited                                                                         
Partners  if such  counsel  is  affirmatively  approved  by the  Consent  of    
the                                                                             
Majority  Interest within 45 days of the date that the holders of 10% or more   
of                                                                              
the Units propose counsel for this purpose.                                     

Section 14.  AMENDMENTS.                                                        

14.1  Amendments  by the General Partner.                           

 Subject to Section 13.2 of this  Agreement  and all  applicable  law,
this                                                                            
Agreement  may be  amended,  at any time and from time to time,  by the         
General                                                                         
Partner  without  the Consent of the  Majority  Interest to effect any change   
in                                                                              
this Agreement for the benefit or protection of the Limited Partners,           
including,                                                                      
without limitation:                                                             

(a) to add to the  representations,  duties or  obligations of the  
General  Partner  or to  surrender  any  right or power  granted  to the        
General Partner herein;                                                         

(b) to cure any ambiguity,  to correct or supplement any provision  
herein                                                                          
that may be  inconsistent  with any other  provision  herein or to add any      
other                                                                           
provision with respect to matters or questions arising under this Agreement     
that                                                                            
will not be inconsistent with the terms of this Agreement;                      

(c) to preserve the status of the  Partnership as a "limited        
partnership"                                                                    
for federal income tax purposes (or under the Delaware Act or any comparable    
law                                                                             
of any other state in which the Partnership may be required to be qualified);   

   (d) to delete or add any provision of or to this Agreement  required to
be                                                                              
so  deleted  or added by the staff of the  Commission,  by any other  federal   
or                                                                              
state regulatory body or other agency (including,  without limitation, any      
"blue                                                                           
sky" commission) or by any Administrator or similar such official;              

(e) to permit the Units to fall within any exemption  from the      
definition                                                                      
of "plan  assets"  contained  in Section  2510.3-101  of Title 29 of the Code   
of                                                                              
Federal Regulations;                                                            

(f) if the  Partnership  is advised by Tax Counsel,  by the         
Partnership's                                                                   
Accountants  or by the  IRS  that  any  allocations  of  income,  gain,  loss   
or                                                                              
deduction  provided  for in this  Agreement  are  unlikely to be  respected     
for                                                                             
federal  income  tax  purposes,  to  amend  the  allocation  provisions  of     
this                                                                            
Agreement,  in accordance with the advice of such Tax Counsel,  such            
Accountants                                                                     
or the IRS, to the minimum  extent  necessary to effect as nearly as            
practicable                                                                     
the plan of allocations and distributions provided in this Agreement; and       

(g) to change the name of the  Partnership  or the location of its  
principal office.                                                               

14.2 Amendments with the Consent of the Majority Interest.          

In addition to the amendments  permitted to be made by the General  
Partner                                                                         
pursuant  to Section  14.1,  the  General  Partner  may  propose to the         
Limited                                                                         
Partners, in writing, any other amendment to this Agreement. The General        
Partner                                                                         
may include in any such  submission  a statement of the purpose for the         
proposed                                                                        
amendment and of the General  Partner's  opinion with respect thereto.  Upon    
the                                                                             
Consent of the Majority  Interest,  such amendment shall take effect;           
provided,                                                                       
however,  that (a) no such amendment shall increase the liability of any        
Partner                                                                         
or adversely  affect any Partner's share of distributions of cash or            
allocations                                                                     
of Profits or Losses for Tax Purposes or of any investment tax credit amounts   
of                                                                              
the  Partnership  without  in each case the  consent  of each  Partner          
affected                                                                        
thereby; and (b) no such amendment shall modify or amend this Section 14        
without                                                                         
the consent of each Limited Partner.                                            

Section 15.  POWER OF ATTORNEY.                                                 

15.1   Appointment   of Attorney-in-Fact.                           

By their  subscription  for Units and their admission as Limited    
Partners                                                                        
hereunder,  Limited  Partners make,  constitute and appoint the General         
Partner,                                                                        
each  authorized  officer  of the  General  Partner  and each  Person  who      
shall                                                                           
thereafter  become  a  Substitute   General  Partner  during  the  term  of     
the                                                                             
Partnership,   with   full   power  of   substitution,   the  true  and         
lawful                                                                          
attorney-in-fact  of, and in the name, place and stead of, such Limited         
Partner,                                                                        
with the power from time to time to make, execute, sign, acknowledge,  swear    
to,                                                                             
verify, deliver, record, file and publish:                                      

   (a) this  Agreement,  Schedule A to this Agreement and the  Certificate
of                                                                              
Limited  Partnership under the Delaware Act and any other applicable laws of    
the                                                                             
State of Delaware and any other  applicable  jurisdiction,  and any amendment   
of                                                                              
any thereof (including,  without limitation,  amendments reflecting the         
addition                                                                        
of any Person as a Partner or any admission or substitution of other Partners   
or                                                                              
the  Capital  Contribution  made by any such Person or by any  Partner)  and    
any                                                                             
other document, certificate or instrument required to be executed and           
delivered,                                                                      
at any time,  in order to  reflect  the  admission  of any  Partner             
(including,                                                                     
without  limitation,  any Substitute  General Partner and any Substitute        
Limited                                                                         
Partner);                                                                       

  (b) any other document,  certificate or instrument required to reflect
any                                                                             
action of the Partners duly taken in the manner  provided for in this           
Agreement,                                                                      
whether or not such Limited Partner voted in favor of or otherwise  consented   
to                                                                              
such action;                                                                    

   (c) any other document,  certificate or instrument that may be required
by                                                                              
any regulatory body or other agency or the applicable laws of the United        
States,                                                                         
any state or any other jurisdiction in which the Partnership is doing or        
intends                                                                         
to do business or that the General Partner deems advisable;                     

(d)  any   certificate  of  dissolution  or  cancellation  of  the  
Certificate of Limited  Partnership that may be reasonably  necessary to        
effect the termination of the Partnership; and                                  

 (e) any  instrument  or papers  required  to  continue  or  terminate
the                                                                             
business of the  Partnership  pursuant to Sections  9.5 and 11 hereof;          
provided                                                                        
that no such attorney-in-fact  shall take any action as attorney-in-fact for    
any                                                                             
Limited  Partner if such action could in any way increase the  liability of     
such                                                                            
Limited  Partner  beyond the liability  expressly set forth in this Agreement   
or                                                                              
alter the rights of such  Limited  Partner  under  Section 8,  unless (in       
either                                                                          
case)  such   Limited   Partner   has  given  a  power  of   attorney   to      
such                                                                            
attorney-in-fact expressly for such purpose.                                    

15.2  Amendments  to  Agreement  and  Certificate  of Limited       
Partnership.                                                                    

(a) Each Limited Partner is aware that the terms of this Agreement  
permit                                                                          
certain amendments of this Agreement to be effected and certain other actions   
to                                                                              
be taken or omitted by, or with respect to, the  Partnership,  in each case     
with                                                                            
the approval of less than all of the Limited Partners, if a specified           
percentage                                                                      
of the Partners  shall have voted in favor of, or otherwise  consented  to,     
such                                                                            
action. If, as and when:                                                        

(i) any amendment of this  Agreement is proposed or any action is   
proposed                                                                        
to be taken or omitted  by, or with  respect  to, the  Partnership, 
which                                                                           
 amendment  or action  requires,  under the  terms of this  Agreement,
the                                                                             
Consent of the Partners;                                            

 (ii)  Partners  holding the  percentage  of  Interests  specified  in
this                                                                            
   Agreement as being required for such amendment or action have consented
to                                                                              
  such amendment or action in the manner contemplated by this Agreement;
and                                                                             

 (iii) any  Limited  Partner  has  failed or  refused  to  consent  to
such                                                                            
amendment  or  action  (hereinafter  referred  to as  the           
"non-consenting                                                                 
Limited Partner"),                                                  

then each  non-consenting  Limited  Partner  agrees  that each                  
attorney-in-fact                                                                
specified in Section 15.1 is hereby  authorized and empowered to make,          
execute,                                                                        
sign, acknowledge,  swear to, verify, deliver, record, file and publish, for    
and                                                                             
on behalf of such  non-consenting  Limited  Partner,  and in his name, place    
and                                                                             
stead,  any and all documents,  certificates  and  instruments  that the        
General                                                                         
Partner may deem necessary,  convenient or advisable to permit such amendment   
to                                                                              
be lawfully made or such action lawfully taken or omitted.  Each Limited        
Partner                                                                         
is fully aware that he has executed this special power of attorney and that     
each                                                                            
other Partner will rely on the  effectiveness  of such special power of         
attorney                                                                        
with a view to the orderly  administration  of the  Partnership's  business     
and                                                                             
affairs.                                                                        

  (b) Any  amendment  to this  Agreement  reflecting  the  admission  to
the                                                                             
Partnership  of any  Substitute  Limited  Partner shall be signed by the        
General                                                                         
Partner and by or on behalf of the  Substitute  Limited  Partner.  Any          
amendment                                                                       
reflecting the withdrawal or removal of the General Partner and the admission   
of                                                                              
any Substitute  General  Partner of the  Partnership  upon the withdrawal of    
the                                                                             
General Partner need be signed only by such Substitute General Partner.         

15.3 Power  Coupled With an Interest.                               

The foregoing grant of authority by each Limited Partner:           

   (a) is a special  power of attorney  coupled  with an interest in favor
of                                                                              
such  attorney-in-fact  and as such shall be  irrevocable  and shall survive    
the                                                                             
death,  incapacity,  insolvency,  dissolution  or  termination  of such         
Limited                                                                         
Partner;                                                                        

 (b) may be  exercised  for such  Limited  Partner by a  signature  of
such                                                                            
attorney-in-fact  or by listing or  referring to the names of all of the        
Limited                                                                         
Partners,  including such Limited  Partner,  and executing any instrument       
with a                                                                          
single signature of any one of such attorneys-in-fact acting as                 
attorney-in-fact                                                                
for all of them; and                                                            

   (c) shall survive the  Assignment  by any Limited  Partner of the whole
or                                                                              
any portion of such Limited Partner's  Partnership  Interest,  provided that,   
if                                                                              
any  Assignee of an entire  Partnership  Interest  shall have  furnished  to    
the                                                                             
General  Partner a power of attorney  complying  with the  provisions of        
Section                                                                         
15.1 of this Agreement and the admission to the  Partnership of such Assignee   
as                                                                              
a Substitute  Limited  Partner shall have been approved by the General          
Partner,                                                                        
this  power of  attorney  shall  survive  such  Assignment  with  respect to    
the                                                                             
assignor Limited Partner for the sole purpose of enabling such                  
attorneys-in-fact                                                               
to  execute,  acknowledge  and file any  instrument  necessary  to  effect      
such                                                                            
Assignment  and admission and shall  thereafter  terminate  with respect to     
such                                                                            
Limited Partner.                                                                

Section 16.  GENERAL PROVISIONS.                                                

16.1 Notices,  Approvals and Consents.                              

All Notices,  approvals,  Consents or other communications hereunder
shall                                                                           
be in writing  and signed by the party  giving the same,  and shall be deemed   
to                                                                              
have been  delivered  when the same are (a)  deposited in the United States     
mail                                                                            
and sent by first class or certified mail, postage prepaid,  (b) hand           
delivered,                                                                      
(c) sent by overnight  courier or (d)  telecopied.  In each case,  such         
delivery                                                                        
shall be made to the parties at the  addresses  set forth below or at such      
other                                                                           
addresses as such parties may designate by notice to the Partnership:           

(a)  If  to  the  Partnership  or  the  General  Partner,  at  the  
principal office of the Partnership, to:                                        

ICON Cash Flow Partners L.P. Seven              
c/o ICON Capital Corp.                          
600 Mamaroneck Avenue                           
Harrison, New York  10528                       
Attention:  President                           
Telephone:  (914) 698-0600                      
Telecopy:   (914) 698-0699                      

(b) If to any  Limited  Partner,  at the  address  set forth in     
Schedule A                                                                      
hereto opposite such Limited  Partner's name, or to such other address as may   
be                                                                              
designated  for the purpose by Notice  from such  Limited  Partner  given in    
the                                                                             
manner hereby specified.                                                        

16.2  Further Assurances.                                           

The  Partners   will  execute,   acknowledge   and  deliver  such   
further                                                                         
instruments  and do such further acts and things as may be required to carry    
out                                                                             
the intent and purpose of this Agreement.                                       

16.3  Captions.                                                     

   Captions  contained in this  Agreement  are  inserted  only as a matter
of                                                                              
convenience  and in no way define,  limit,  extend or describe the scope of     
this                                                                            
Agreement or the intent of any provisions hereof.                               

16.4  Binding Effect.                                               

Except to the extent required under the Delaware Act and for fees,  
rights                                                                          
to reimbursement and other compensation provided as such, none of the           
provisions                                                                      
of this Agreement  shall be for the benefit of or be enforceable by any         
creditor                                                                        
of the Partnership.                                                             

16.5  Severability.                                                 

If one or more of the  provisions  of this  Agreement  or any       
application                                                                     
thereof shall be invalid, illegal or unenforceable in any respect, the          
validity,                                                                       
legality and enforceability of the remaining provisions contained herein and    
any                                                                             
other application  thereof shall not in any way be affected or impaired         
thereby,                                                                        
and  such  remaining  provisions  shall  be  interpreted  consistently  with    
the                                                                             
omission of such invalid, illegal or unenforceable provisions.                  

16.6  Integration.                                                  

This  Agreement   constitutes  the  entire  agreement  among  the   
parties                                                                         
pertaining  to  the  subject   matter  hereof  and   supersedes  all  prior     
and                                                                             
contemporaneous  agreements  and  understandings  of the  parties in            
connection                                                                      
therewith that conflict with the express terms of this  Agreement.  No          
covenant,                                                                       
representation  or condition not expressed in this Agreement shall affect, or   
be                                                                              
effective to  interpret,  change or  restrict,  the express  provisions  of     
this                                                                            
Agreement.                                                                      

16.7  Applicable Law.                                               

 This  Agreement  shall be construed and enforced in accordance  with,
and                                                                             
governed by, the laws of the State of Delaware,  including,  without            
limitation,                                                                     
the Delaware Act (except and solely to the extent that provisions of the laws   
of                                                                              
any other  jurisdiction  are  stated to be  applicable  in any  section  of     
this                                                                            
Agreement), without giving effect to the conflict of laws provisions thereof.   

16.8  Counterparts.                                                 

This  Agreement  may be  signed  by  each  party  hereto  upon a    
separate                                                                        
counterpart   (including,   in  the  case  of  a  Limited  Partner,  a          
separate                                                                        
subscription agreement or signature page executed by one or more such           
Partners),                                                                      
but all such counterparts, when taken together, shall constitute but one and    
the                                                                             
same instrument.                                                                

16.9  Creditors.                                                    

   No creditor who makes a loan to the  Partnership  shall have or acquire
at                                                                              
any time, as a result of making such a loan, any direct or indirect  interest   
in                                                                              
the  profits,  capital or  property of the  Partnership  other than as a        
secured                                                                         
creditor  except solely by an assignment of the interest of the Limited         
Partner                                                                         
as provided herein above.                                                       

16.10 Interpretation.                                               

Unless the  context in which  words are used in this  Agreement     
otherwise                                                                       
indicates  that such is the  intent,  words in the  singular  shall  include    
the                                                                             
plural and in the  masculine  shall  include  the  feminine  and neuter and     
vice                                                                            
versa.                                                                          

16.11 Successors and Assigns.                                       

Each and all of the covenants,  terms,  provisions  and agreements  
herein                                                                          
contained  shall be binding upon and inure to the benefit of the  successors    
and                                                                             
assigns of the respective parties hereto.                                       

16.12   Waiver of Action for Partition.                             

  Each of the  parties  hereto  irrevocably  waives,  during the term of
the                                                                             
Partnership,  any right that he may have to  maintain  any action for           
partition                                                                       
with respect to the property of the Partnership.                                

Section 17.    DEFINITIONS.                                                     

Defined  terms used in this  Agreement  shall have the meanings     
specified                                                                       
below.  Certain  additional  defined  terms  are  set  forth  elsewhere  in     
this                                                                            
Agreement. Unless the context requires otherwise, the singular shall include    
the                                                                             
plural and the masculine gender shall include the feminine and neuter,  and     
vice                                                                            
versa, and "Article" and "Section" references are references to the Articles    
and                                                                             
Sections of this Agreement.                                                     

  "Accountants"  means  KPMG  Peat  Marwick  LLP,  or  such  other  firm
of                                                                              
   independent  certified public accountants as shall be engaged from time
to                                                                              
time by the General Partner on behalf of the Partnership.           

"Acquisition  Expenses"  means  expenses  (other  than  Acquisition 
Fees)                                                                           
 incurred and paid to any Person which are  attributable  to selection
and                                                                             
  acquisition  of  Equipment  and  Financing  Transactions,  whether  or
not                                                                             
  acquired or entered into,  including  legal fees and expenses,  travel
and                                                                             
communications   expenses,   costs  of  credit  reports  and        
appraisals,                                                                     
  non-refundable   option  payments  on  equipment  and  other  tangible
or                                                                              
intangible  personal property not acquired,  commissions,  selection
fees,                                                                           
  fees  payable to  finders  and  brokers  which are not  Affiliates  of
the                                                                             
   Sponsor,  accounting  fees and expenses,  costs of each  acquisition of
an                                                                              
   item of Equipment or a Financing Transaction (including the negotiation
of                                                                              
Leases and the negotiation and  documentation  of Partnership       
borrowings,                                                                     
including commitment or standby fees payable to Lenders),  insurance
costs                                                                           
and miscellaneous other expenses however designated.                

"Acquisition  Fees" means, in connection  with any Investment,  the 
amount                                                                          
payable from all sources  (including  without  limitation,  Gross   
Offering                                                                        
  Proceeds,  Indebtedness and  reinvestments) in respect of (a) all fees
and                                                                             
 commissions  paid by any  party  in  connection  with  the  selection
and                                                                             
   purchase of any item of Equipment and the negotiation and  consummation
of                                                                              
 any Financing  Transaction  by the  Partnership,  however  designated
and                                                                             
 however treated for tax or accounting purposes,  and (b) all finder's
fees                                                                            
 and loan fees or  points  paid in  connection  therewith  to a Lender
not                                                                             
affiliated with the Sponsor, but not any Acquisition Expenses.      

  In  calculating  Acquisition  Fees,  fees  payable  by or on behalf of
the                                                                             
Partnership to finders and brokers which are not Affiliates of the  
Sponsor                                                                         
  shall be  deducted  from the  amount of  Acquisition  Fees  payable to
the                                                                             
   Sponsor,  and no such fees may be paid to any finder or broker which is
an                                                                              
Affiliate of the Sponsor.                                           

"Adjusted  Capital  Account  Deficit"  means with  respect to any   
Capital                                                                         
Account as of the end of any taxable year, the amount by which the  
balance                                                                         
in such Capital  Account is less than zero. For this purpose,  a    
Partner's                                                                       
   Capital  Account  balance shall be (a) reduced for any items  described
in                                                                              
Treas.  Reg. Section  1.704-1(b)(2)(ii)(d)(4),(5),  and (6), (b)    
increased                                                                       
   for any amount such Partner is unconditionally  obligated to contribute
to                                                                              
  the  Partnership  no later than the end of the  taxable  year in which
his                                                                             
  Units, or the General Partner's Partnership  Interest,  are liquidated
(as                                                                             
defined in Treas. Reg. Section  1.704-1(b)(2)(ii)(g)) or, if later, 
within                                                                          
90 days after such  liquidation,  and (c)  increased  for any amount
such                                                                            
Partner is treated as being  obligated to  contribute  to the       
Partnership                                                                     
pursuant  to  the   penultimate   sentences   of  Treas.   Reg.     
Sections                                                                        
1.704-2(g)(1) and 1.704-2(i)(5) (relating to Minimum Gain).         

   "Adjusted Capital  Contribution"  means, as to any Limited Partner,  as
of                                                                              
the date of determination,  such Limited  Partner's  Capital        
Contribution                                                                    
 reduced, but not below zero, by all distributions theretofore made to
such                                                                            
   Limited Partner by the Partnership  which are deemed to be in reduction
of                                                                              
such Limited Partner's Capital Contribution pursuant to Section     
8.3(d)(ii).                                                         

"Administrator"  means the  official or agency  administering  the  
securities laws of a state.                                         

"Affiliate"  means,  with  respect  to any  Person,  (a) any other  
Person                                                                          
directly or indirectly controlling,  controlled by or under common  
control                                                                         
  with such Person, (b) any officer, director or partner of such Person,
(c)                                                                             
any other  Person  owning or  controlling  10% or more of the       
outstanding                                                                     
voting  securities  of such  Person and (d) if such  Person is an   
officer,                                                                        
 director or partner,  any other  Person for which such Person acts in
such                                                                            
capacity.                                                           

   "Affiliated  Entity" means any investment  entity of whatever form that
is                                                                              
managed or advised by the General Partner.                          

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"Affiliated Investment" means any Investment in which the General   
Partner,                                                                        
  any  Affiliate  of the  General  Partner or any Program  sponsored  by
the                                                                             
General  Partner  or any  Affiliate  of the  General  Partner       
(including,                                                                     
 without  limitation,  any Program in which the General Partner or any
such                                                                            
Affiliate has an interest)  either has or in the past has had an    
interest,                                                                       
but excluding any Joint Venture.                                    

"Affiliated  Limited  Partner"  means any officer,  employee or     
securities                                                                      
representative  of the  General  Partner or any  Affiliate  of the  
General                                                                         
 Partner or of any Selling Dealer who is admitted as a Limited Partner
at a                                                                            
Closing.                                                            

  "Agreement" means this Agreement of Limited  Partnership,  as the same
may                                                                             
hereafter be amended, supplemented or restated from time to time.   

"Applicable  Redemption Price" means, with respect to any Unit, the 
amount                                                                          
(determined as of the date of redemption of such Unit):             

(a) during the Reinvestment  Period,  equal to 85% of the original  
Capital                                                                         
Contribution  of such Limited Partner less the sum of (i) 100% of   
previous                                                                        
distributions to such Limited Partner of uninvested Capital         
Contributions                                                                   
 pursuant  to Section  8.6,  (ii) 100% of  previous  distributions  to
such                                                                            
   Limited Partner in redemption of a portion or all of his Units pursuant
to                                                                              
Section 10.5, (iii) 100% of previous  distributions of Distributable
Cash,                                                                           
  (iv)  100%  of  any  previous  allocations  to  such  Limited  Partner
of                                                                              
investment tax credit amounts and (v) the aggregate amount,  not    
exceeding                                                                       
$150.00,  of expenses reasonably incurred by the Partnership in     
connection                                                                      
with the redemption such Unit; and                                  

  (b) during the  Disposition  Period,  equal to 100% of the  balance of
the                                                                             
 Capital  Account of such  Limited  Partner as of the end of the month
next                                                                            
preceding  such  date  of  redemption  less  the sum of (i)  such   
Limited                                                                         
  Partner's pro rata share  (without  giving effect to such  redemption)
of                                                                              
  Profits and Losses of the  Partnership  (as  reasonably  estimated  by
the                                                                             
   General  Partner) for the period  commencing on the first  calendar day
of                                                                              
the month in which such redemption date shall occur and (ii) the    
aggregate                                                                       
  amount,  not exceeding  $150.00,  of expenses  reasonably  incurred by
the                                                                             
Partnership in connection with the redemption such Unit;            

provided,  however, that in no event shall the applicable redemption
price                                                                           
   computed  under  either  clause  (a) or (b) of this  definition  exceed
an                                                                              
  amount equal to such Limited  Partner's  Capital Account balance as of
the                                                                             
end  of  the  calendar  quarter   preceding  such  redemption  minus
cash                                                                            
distributions  which have been made or are due to be made for the   
calendar                                                                        
quarter in which the  redemption  occurs  (for a  redemption  of all
Units                                                                           
   owned by such  Limited  Partner or that  portion of such  amount  which
is                                                                              
  proportionate to the percentage of such Limited  Partner's Units which
are                                                                             
redeemed in the case of partial redemptions).                       

 "Assignee"  means any  Person to whom any  Partnership  Interest  has
been                                                                            
   Assigned,  in whole or in part,  in a manner  permitted by Section 10.2
of                                                                              
this Agreement.                                                     

 "Assignment"  means, with respect to any Partnership  Interest or any
part                                                                            
thereof,  the  offer,  sale,  assignment,   transfer,  gift  or     
otherwise                                                                       
   disposition  of, such  Partnership  Interest,  whether  voluntarily  or
by                                                                              
operation  of law,  except that in the case of a bona fide pledge or
other                                                                           
  hypothecation,  no Assignment  shall be deemed to have occurred unless
and                                                                             
until the  secured  party has  exercised  his  right of  foreclosure
with                                                                            
respect thereto; and the term "Assign" has a correlative meaning.   

   "Available Cash From Operations"  means Cash From Operations as reduced
by                                                                              
   (a) payments of all accrued but unpaid  Management Fees not required to
be                                                                              
deferred,  and (b)  after  Payout,  payments  of all  accrued  but  
unpaid                                                                          
Subordinated Remarketing Fees.                                      

  "Available  Cash From  Sales"  means  Cash From  Sales,  as reduced by
(a)                                                                             
   payments  of all  accrued but unpaid  Management  Fees not  required to
be                                                                              
deferred,  and (b)  after  Payout,  payments  of all  accrued  but  
unpaid                                                                          
Subordinated Remarketing Fees.                                      

"Book Value" means, with respect to any Partnership property,  the  
Partnership's  adjusted  basis for  federal  income tax  purposes,  
adjusted from time to time to reflect the adjustments  required or  
permitted by Treas. Reg. Section 1.704-1(b)(2)(iv)(d)-(g).          

"Capital  Account" means the capital  account  maintained for each  
Partner pursuant to Section 5.5 of this Agreement                   

"Capital  Contributions"  means (1) as to the General Partner, its  
initial                                                                         
$1,000 contribution to the capital of the Partnership plus such     
additional                                                                      
  amounts as may be  contributed  to the capital of the  Partnership  by
the                                                                             
   General  Partner and (2) as to any Limited  Partner,  the gross  amount
of                                                                              
  investment in the  Partnership  actually paid by such Limited  Partner
for                                                                             
  Units,  without  deduction  for  Front-End  Fees  (whether  payable by
the                                                                             
Partnership or not).                                                

"Cash  Flow"  means the  Partnership's  cash funds  provided  from  
normal                                                                          
operations  of  the  Partnership  and  from  Financing  Transactions
(but                                                                            
excluding Cash from Sales), without deduction for depreciation,  but
after                                                                           
deducting cash funds used to pay all other cash  expenses,  debt    
payments,                                                                       
capital  improvements  and  replacements  (other than cash funds    
withdrawn                                                                       
from reserves).                                                     

   "Cash From Operations" means Cash Flow (a) reduced by amounts allocated
to                                                                              
  Reserves to the extent deemed  reasonable  by the General  Partner and
(b)                                                                             
   increased by any portion of Reserves then deemed by the General Partner
as                                                                              
not required for Partnership operations.                            

 "Cash From  Refinancings"  means the cash received by the Partnership
as a                                                                            
 result  of  any  borrowings  by  the  Partnership,   reduced  by  (a)
all                                                                             
  Indebtedness of the Partnership  evidencing such  borrowings,  and (b)
the                                                                             
portion of such cash allocated to Reserves to the extent deemed     
reasonable                                                                      
by the General Partner.                                             

"Cash From Sales" means the cash received by the  Partnership  as a 
result                                                                          
   of a Sale reduced by (a) all  Indebtedness of the Partnership  required
to                                                                              
be paid as a result of the Sale,  whether or not then payable       
(including,                                                                     
  without limitation,  any liabilities on an item of Equipment sold that
are                                                                             
   not assumed by the buyer and any  remarketing  fees required to be paid
to                                                                              
 Persons  who  are  not  Affiliates  of  the  General  Partner),   (b)
the                                                                             
  Subordinated  Remarketing  Fee (to the extent  permitted to be paid at
the                                                                             
  time pursuant to Section  6.4(f) of this  Agreement),  (c) any accrued
but                                                                             
  previously  unpaid  Management  Fees to the extent then  payable,  (d)
any                                                                             
  Reserves to the extent deemed  reasonable  by the General  Partner and
(e)                                                                             
  all  expenses  incurred  in  connection  with such Sale.  In the event
the                                                                             
Partnership takes back a promissory note or other evidence of       
indebtedness                                                                    
   in connection with any Sale, all payments subsequently received in cash
by                                                                              
 the  Partnership  with respect to such note shall be included in Cash
From                                                                            
  Sales upon receipt,  irrespective of the treatment of such payments by
the                                                                             
Partnership for tax or accounting  purposes.  If, in payment for    
Equipment                                                                       
sold, the Partnership receives purchase money obligations secured by
liens                                                                           
   on such Equipment, the amount of such obligations shall not be included
in                                                                              
   Cash From Sales until and to the extent the  obligations  are  realized
in                                                                              
cash, sold or otherwise disposed of.                                

   "Closing"  means the admission of Limited  Partners to the  Partnership
in                                                                              
accordance with Section 5.3 of this Agreement.                      

   "Closing  Date"  means  any date on which  any  Limited  Partner  shall
be                                                                              
  admitted to the Partnership, and includes the Initial Closing Date and
any                                                                             
subsequent Closing Date, including the Final Closing Date.          

"Code" means the Internal Revenue Code of 1986, as amended,  and in 
effect                                                                          
from time to time, or corresponding provisions of subsequent laws.  

"Commission" means the Securities and Exchange Commission.          

"Commission   Loans"  means   Indebtedness   of  the   Partnership  
authorized by Section 6.1(b)(ix).                                   

  "Competitive  Equipment Sale Commission" means that brokerage fee paid
for                                                                             
  services rendered in connection with the purchase or sale of Equipment
and                                                                             
the sale or absolute assignment for value of Financing  Transactions
which                                                                           
  is reasonable,  customary and  competitive in light of the size,  type
and                                                                             
location of the  Equipment or other  collateral  securing  the      
applicable                                                                      
Partnership Investment which is so transferred.                     

  "Consent"  means either (a) consent given by vote at a meeting  called
and                                                                             
held in accordance  with the  provisions of Section 13.1 of this    
Agreement                                                                       
  or (b) the written consent  without a meeting,  as the case may be, of
any                                                                             
  Person to do the act or thing for which the consent is  solicited,  or
the                                                                             
act of granting such consent, as the context may require.           

   "Controlling  Person" means, with respect to the General Partner or any
of                                                                              
Affiliate  of  the  General  Partner,  any  of  its  chairmen,      
directors,                                                                      
presidents,  secretaries or corporate clerks, treasurers, vice      
presidents,                                                                     
  any holder of a 5% or larger equity interest in the General Partner or
any                                                                             
  such  Affiliate,  or any  Person  having  the power to direct or cause
the                                                                             
direction of the General  Partner or any such  Affiliate,  whether  
through                                                                         
the ownership of voting securities, by contract or otherwise.       

"Counsel"  and "Counsel to the  Partnership"  means  Whitman Breed  
Abbott & Morgan,  New York,  New York,  or any  successor law firm  
selected by the General Partner.                                    

   "Credit Committee" means a committee established by the General Partner
to                                                                              
   establish credit review policies and procedures,  supervise the efforts
of                                                                              
the  credit   department   and  approve   significant   transactions
and                                                                             
  transactions  which  differ  from  the  standards  and  procedures  it
has                                                                             
established.  The Credit  Committee  will, at all times,  consist of
three                                                                           
persons designated by the General Partner.                          

"Creditworthy"  means,  when used  herein  with  respect to a       
prospective                                                                     
  Lessee or User,  that (1) the Credit  Committee of the General Partner
has                                                                             
made the determination,  in its reasonable business judgment, after 
review                                                                          
 of financial,  credit,  operational and other information  concerning
such                                                                            
   prospective  Lessee or User,  that  such  party is  currently  able and
is                                                                              
   expected to continue throughout the term of such transaction to be able
to                                                                              
meet its obligations to the  Partnership in a timely and complete   
manner,                                                                         
(2) the Lease or Financing  Transaction is adequately secured by    
Equipment                                                                       
and/or other collateral obtained,  directly or indirectly, from the 
Lessee                                                                          
  or User (or a  guarantor  or other  party)  and (3) the Lessee or User
has                                                                             
satisfied  substantially  all other  criteria  established  by the  
Credit                                                                          
   Committee as a condition to the Partnership's  investment in such Lease
or                                                                              
Financing Transaction.                                              

   "Cumulative  Return" means, as to any Limited Partner,  an amount equal
to                                                                              
an eight (8%) percent annual  cumulative  return on such Limited    
Partner's                                                                       
 Adjusted  Capital  Contribution  (calculated  before  application  of
any                                                                             
 distribution  made to such  Limited  Partner  pursuant on the date of
such                                                                            
calculation)  as outstanding  from time to time,  compounded  daily 
from a                                                                          
  date not  later  than the last day of the  calendar  quarter  in which
the                                                                             
original Capital Contribution is made                               

"Dealer-Manager"  means ICON Securities Corp., an Affiliate of the  
General Partner.                                                                

  "Dealer-Manager  Agreement"  means the agreement  entered into between
the                                                                             
General Partner and the Dealer-Manager,  substantially in the form  
thereof                                                                         
filed as an exhibit to the Registration Statement.                  

"Delaware  Act"  means  the  Delaware   Revised   Uniform  Limited  
Partnership  Act, 6 Del.  Code Ann.  tit. 6,  Section  17-101,  et  
seq.,  as amended  from time to time,  and any  successor  to such  
Delaware Act.                                                       

 "Disposition  Period"  means  the  period  commencing  on  the  first
day                                                                             
following the end of the Reinvestment Period and continuing for the 
period                                                                          
  deemed  necessary by the General  Partner for orderly  termination  of
its                                                                             
operations and affairs and liquidation or disposition of the        
Partnership's                                                                   
Investments  and other assets and the  realization of maximum       
Liquidation                                                                     
  Proceeds therefor,  which period is expected to continue not less than
six                                                                             
  (6),  and  not  more  than  thirty  (30),  months  beyond  the  end of
the                                                                             
  Reinvestment  Period and which,  in any event,  will end no later than
ten                                                                             
and one-half (10 1/2) years after the Final Closing Date.           

"Distributable  Cash" has the meaning  specified in Section 8.1(c)  
of this Agreement.                                                  

"Distributable  Cash From Operations" means Available Cash From     
Operations                                                                      
   as reduced by (1) amounts which the General  Partner  determines  shall
be                                                                              
reinvested  through  the  end of the  Reinvestment  Period  in      
additional                                                                      
  Equipment  and  Financing   Transactions   and  which  ultimately  are
so                                                                              
reinvested.                                                         

  "Distributable  Cash From  Sales"  means  Available  Cash From  Sales,
as                                                                              
   reduced by (1)  amounts  which the  General  Partner  determines  shall
be                                                                              
reinvested  through  the  end of the  Reinvestment  Period  in      
additional                                                                      
  Equipment  and  Financing   Transactions   and  which  ultimately  are
so                                                                              
reinvested.                                                         

  "Due Diligence  Expenses"  means fees and expenses  actually  incurred
for                                                                             
bona fide due diligence  efforts  expended in connection with the   
Offering                                                                        
in a maximum  amount  not to exceed  the  lesser of (i) 1/2 of 1% of
Gross                                                                           
Offering  Proceeds and (ii) the maximum amount  permitted to be     
reimbursed                                                                      
under Appendix F to Article III of the NASD Rules of Fair Practice].

"Effective  Date"  means the date the  Registration  Statement  is  
declared effective by the Commission.                               

  "Equipment"  means any new, used or  reconditioned  capital  equipment
and                                                                             
related property acquired by the Partnership,  including,  but not  
limited                                                                         
to, the types of  equipment  referred to in Section 3.2 of this     
Agreement                                                                       
and shall also be deemed to include other tangible and intangible   
personal                                                                        
property which at any time is subject to, or the collateral for, a  
Lease.                                                                          

"ERISA"  means the  Employee  Retirement  Income  Security  Act of  
1974, as amended.                                                   

 "Escrow  Account"  means  an  interest-bearing   account  established
and                                                                             
maintained  by the General  Partner with the Escrow  Agent,  in     
accordance                                                                      
with the  terms of the  Escrow  Agreement,  for the  purpose  of    
holding,                                                                        
 pending  the  distribution  thereof in  accordance  with the terms of
this                                                                            
   Agreement,  any  Subscription  Monies  received from Persons who are to
be                                                                              
  admitted as Limited  Partners as a result of the Closing  occurring on
the                                                                             
Initial Closing Date.                                               

"Escrow  Agent" means The Bank of New York (NJ) or another  United  
States                                                                          
   banking  institution with at least  $50,000,000 in assets,  which shall
be                                                                              
  selected by the General Partner to serve in such capacity  pursuant to
the                                                                             
Escrow Agreement.                                                   

 "Escrow  Agreement" means that certain Escrow Agreement,  dated as of
July                                                                            
10, 1993, between the General Partner and the Escrow Agent,         
substantially                                                                   
   in the form thereof filed as an exhibit to the Registration  Statement,
as                                                                              
amended  and  supplemented  from  time to time as  permitted  by the
terms                                                                           
thereof.                                                            

"Final  Closing  Date"  means the last  Closing  Date on which any  
Limited                                                                         
  Partner (other than a Substitute Limited Partner) shall be admitted to
the                                                                             
 Partnership,   which  shall  be  as  soon  as  practicable  following
the                                                                             
Termination Date.                                                   

"Financing Transaction" means any extension of credit or loan to any
User,                                                                           
which is secured by a security interest in tangible or intangible   
personal                                                                        
property and in any lease or license of such property.              

  "First Cash Distributions" means, with respect to any Limited Partner,
all                                                                             
  distributions  made to such Limited Partner by the Partnership  during
the                                                                             
Reinvestment  Period equal to an eight  percent  (8%)  annual,      
cumulative                                                                      
  return on the amount of such Limited  Partner's  Capital  Contribution
(as                                                                             
   reduced by any amounts of uninvested Capital Contributions  distributed
to                                                                              
   such  Limited  Partner  pursuant  to Section 8.6 and by any amount paid
to                                                                              
such  Limited  Partner  in  redemption  of such  Limited  Partner's 
Units                                                                           
pursuant to Section 10.5).                                          

  "Fiscal  Period" means any interim  accounting  period  established by
the                                                                             
General Partner within a Fiscal Year.                               

"Fiscal  Quarter"  means,  for each Fiscal Year, the                
three-calendar-month                                                            
 period  which  commences  on the  first day of such  Fiscal  Year and
each                                                                            
  additional  three-calendar-month period commencing on the first day of
the                                                                             
 first month  following  the end of the  preceding  such period within
such                                                                            
Fiscal  Year (or such  shorter  period  ending on the last day of a 
Fiscal                                                                          
Year).                                                              

"Fiscal Year" means the Partnership's annual accounting period      
established                                                                     
pursuant to Section 12.4 of this Agreement.                         

  "Front-End  Fees"  means  fees and  expenses  paid by any  Person  for
any                                                                             
   services rendered during the Partnership's  organizational and offering
or                                                                              
  acquisition phases (including Sales Commissions,  Underwriting Fees, O
& O                                                                             
 Expense Allowance,  Acquisition Fees and Acquisition  Expenses (other
than                                                                            
  any  Acquisition  Fees or Acquisition  Expenses paid by a manufacturer
of                                                                              
   equipment to any of its  employees  unless such Persons are  Affiliates
of                                                                              
the  Sponsor)  and  Leasing  Fees,  and all  other  similar  fees   
however                                                                         
designated).                                                        

"Full-Payout  Lease" means any lease or license,  entered into or   
acquired                                                                        
from time to time by the  Partnership,  pursuant  to which  the     
aggregate                                                                       
   noncancelable  rental or royalty  payments  due during the initial term
of                                                                              
such lease or license,  on a present value basis,  are at least     
sufficient                                                                      
to permit the  Partnership  to recover the Purchase Price of the    
Equipment                                                                       
subject to such lease or license.                                   

  "General Partner" means ICON Capital Corp., a Connecticut corporation,
and                                                                             
any Person who  subsequently  becomes an additional or Substitute   
General                                                                         
Partner  duly  admitted  to  the   Partnership  in  accordance  with
this                                                                            
 Agreement,  in  such  Person's  capacity  as  a  general  partner  of
the                                                                             
Partnership.                                                        

"Gross Asset Value" means,  with respect to any asset of the        
Partnership,                                                                    
the asset's adjusted tax basis, except that:                        

   (a) the initial Gross Asset Value of any asset contributed by a Partner
to                                                                              
 the  Partnership  shall be the fair market value of such asset on the
date                                                                            
of contribution;                                                    

   (b) the Gross Asset Values of all Partnership  assets shall be adjusted
to                                                                              
  equal  their  respective  gross  fair  market  values at such times as
the                                                                             
Partners' Capital Accounts are adjusted pursuant to Section 5.5(h)  
hereof;                                                                         

  (c) the Gross  Asset Value of any  Partnership  asset  distributed  to
any                                                                             
   Partner  shall be the gross fair market value of such asset on the date
of                                                                              
distribution;                                                       

(d) to the  extent  not  otherwise  reflected  in  the  Partners'   
Capital                                                                         
Accounts,  the Gross Asset Values of Partnership assets shall be    
increased                                                                       
(or decreased) to  appropriately  reflect any  adjustments to the   
adjusted                                                                        
basis of such  assets  pursuant  to Code  Section  734(b) or Code   
Section                                                                         
743(b); and                                                         

   (e) if on the date of  contribution  of an asset  or a  revaluation  of
an                                                                              
 asset in  accordance  with (b)-(d)  above,  the adjusted tax basis of
such                                                                            
 asset  differs from its fair market  value,  the Gross Asset Value of
such                                                                            
asset shall thereafter be adjusted by reference to the depreciation 
method                                                                          
described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3).           

"Gross Offering Proceeds" means the gross amount of Capital         
Contributions                                                                   
  (before  deduction of Front-End  Fees payable by the  Partnership  and
the                                                                             
  discount for Sales  Commissions) of all Limited  Partners  admitted to
the                                                                             
Partnership.                                                        

"Gross Revenue" means gross cash receipts of the Partnership from   
whatever                                                                        
source  including,  but not limited  to, (a) rental and  royalty    
payments                                                                        
realized under Leases,  (b) principal and interest payments realized
under                                                                           
  Financing Transactions and (c) interest earned on funds on deposit for
the                                                                             
Partnership (other than Subscription Monies).                       

 "Gross Unit Price"  means  $100.00 for each whole Unit,  and $.01 for
each                                                                            
1/10,000th Unit,  purchased by a Limited Partner (other than an     
Affiliated                                                                      
Limited Partner).                                                   

 "Indebtedness"  means,  with  respect  to any  Person as of any date,
all                                                                             
obligations of such Person (other than capital,  surplus,  deferred 
income                                                                          
taxes and,  to the extent not  constituting  obligations,  other    
deferred                                                                        
credits and reserves) that could be classified as  liabilities      
(exclusive                                                                      
   of accrued  expenses  and trade  accounts  payable  incurred in respect
of                                                                              
  property  purchased  in the  ordinary  course  of  business  which are
not                                                                             
overdue  or  which  are  being  contested  in good  faith  by       
appropriate                                                                     
proceedings and are not so required to be classified on such balance
sheet                                                                           
as debt) on a balance sheet prepared in accordance with generally   
accepted                                                                        
accounting principles as of such date.                              

"Independent  Expert"  means a Person  with no  material  current or
prior                                                                           
 business  or  personal  relationship  with the Sponsor who is engaged
to a                                                                            
 substantial  extent in the business of rendering  opinions  regarding
the                                                                             
value of assets of the type held by the Partnership,  and who is    
qualified                                                                       
to perform such work.                                               

   "Initial Closing Date" means the first Closing Date for the Partnership
on                                                                              
 which Limited  Partners  with  Interests  equal to, or greater  than,
the                                                                             
Minimum Offering are admitted to the Partnership.                   

   "Interest" or "Partnership Interest" means the limited partnership unit
or                                                                              
other  indicia of  ownership  in the  Partnership.  The  entire     
ownership                                                                       
   interest of a Partner in the Partnership,  whether held by such Partner
or                                                                              
an  immediate  or  subsequent   Assignee   thereof,   including,    
without                                                                         
 limitation,  such Partner's right (a) to a distributive  share of the
Cash                                                                            
 From Operations,  Cash From Sales and any other distributions of cash
from                                                                            
  operation or sale of the  Partnership's  Investments or liquidation of
the                                                                             
  Partnership and its assets, and of the Partnership's Profits or Losses
for                                                                             
 Tax  Purposes  and  (b)  if a  General  Partner,  to  participate  in
the                                                                             
management of the business and affairs of the Partnership.          

"Investment in Equipment and Financing  Transactions"  means the    
aggregate                                                                       
 amount  of  Capital  Contributions  actually  paid  or  allocated  to
the                                                                             
purchase,  manufacture or renovation of Equipment acquired, and     
investment                                                                      
in Financing  Transactions  entered into or acquired,  by the       
Partnership                                                                     
together  with other cash  payments  such as interest,  taxes and   
Reserves                                                                        
 allocable  thereto  (not  exceeding  3%  of  Capital   Contributions)
and                                                                             
excluding Front-End Fees.                                           

 "Investments" means, collectively,  the Partnership's portfolio, from
time                                                                            
  to time, of Equipment,  Leases and Financing  Transactions,  including
any                                                                             
equity  interest of the Partnership  therein,  whether direct or    
indirect,                                                                       
through a nominee, Joint Venture or otherwise.                      

"IRA"  means an  Individual  Retirement  Account  and its  related  
funding vehicle.                                                    

"IRS" or  "Service"  means the  Internal  Revenue  Service  or any  
successor agency thereto.                                           

 "Involuntary  Withdrawal" means, with respect to the General Partner,
the                                                                             
 removal  or  involuntary  withdrawal  of  the  General  Partner  from
the                                                                             
Partnership pursuant to Section 9.2 of this Agreement.              

"Joint Venture" means any syndicate,  group,  pool,  general        
partnership,                                                                    
   business trust or other unincorporated organization through or by means
of                                                                              
  which the  Partnership  acts  jointly  with any Program  sponsored  by
the                                                                             
  General  Partner  or any  Affiliate  of the  General  Partner  or with
any                                                                             
non-Affiliated  Person  to  invest  in  Equipment,   Leases  or     
Financing                                                                       
Transactions.                                                       

"Lease" means any Full-Payout Lease and any Operating Lease.        

  "Leasing  Fees"  means the total of all fees and  commissions  paid by
any                                                                             
  party in connection  with the initial  Lease of Equipment  acquired by
the                                                                             
Partnership.                                                        

  "Lender"  means any  Person  that lends  cash or cash  equivalents  to
the                                                                             
   Partnership, including any Person that acquires by purchase, assignment
or                                                                              
   otherwise an interest in the future rents  payable  under any Lease and
in                                                                              
  the  related  Equipment  or other  assets  or in  payments  due  under
any                                                                             
   Financing Transaction, and any property securing, any such transaction.

"Lessee" means a lessee or license under a Lease.                   

 "Limited  Partner"  means any Person who is the owner of at least one
Unit                                                                            
  and who has been admitted to the Partnership as an Limited Partner and
any                                                                             
 Person who becomes a Substitute  Limited Partner,  in accordance with
this                                                                            
 Agreement,  in  such  Person's  capacity  as  a  Limited  Partner  of
the                                                                             
Partnership.                                                        

 "Majority" or "Majority  Interest" means Limited Partners owning more
than                                                                            
50% of the aggregate outstanding Units.                             

"Management  Fees" means,  for any Fiscal Year, an annual fee in an 
amount                                                                          
equal to the lesser of (a) the sum of (i) an amount  equal to 5% of 
annual                                                                          
gross rental  revenues  realized under  Operating  Leases,  (ii) an 
amount                                                                          
equal to 2% of annual gross rental  payments  realized  under       
Full-Payout                                                                     
Leases that are Net Leases,  (iii) an amount  equal to 2% of annual 
gross                                                                           
principal  and interest  revenues  realized in connection  with     
Financing                                                                       
Transactions  and  (iv) an  amount  equal  to 7% of  annual  gross  
rental                                                                          
  revenues  from  Equipment  owned and  operated by the  Partnership  in
the                                                                             
manner  contemplated by the NASAA  Guidelines  (i.e.,  the General  
Partner                                                                         
  provides both asset  management  and additional  services  relating to
the                                                                             
continued  and  active  operation  of such  Equipment,  such  as    
on-going                                                                        
marketing and re-leasing or re-licensing of Equipment, hiring or    
arranging                                                                       
 for the hiring of crews or  operating  personnel  for such  Equipment
and                                                                             
similar  services),  and (b) the  amount  of  reasonable  management
fees                                                                            
customarily  paid  to  non-affiliated   third  parties  rendering   
similar                                                                         
  services  in the  same  geographic  location  and  for  similar  types
of                                                                              
equipment.                                                          

  "Maximum  Offering"  means receipt and  acceptance by the  Partnership
of                                                                              
subscriptions  by Persons  eligible to purchase a total of 1,000,000
Units                                                                           
of Partnership Interest on or before the Final Closing Date.        

  "Minimum  Offering"  means receipt and  acceptance by the  Partnership
of                                                                              
subscriptions for not less than 12,000 Units (excluding the ten (10)
Units                                                                           
   subscribed for by the Original  Limited Partner and any Units in excess
of                                                                              
  600  Units  collectively  subscribed  for by the  General  Partner  or
any                                                                             
Affiliate of the General Partner).                                  

"NASAA  Guidelines"  means the  Statement  of Policy  regarding     
Equipment                                                                       
Programs   adopted  by  the  North  American   Securities           
Administrators                                                                  
Association, Inc., as in effect on the date of the Prospectus.      

"NASD" means the National Association of Securities Dealers, Inc.   

"Net Disposition  Proceeds" means the proceeds realized by the      
Partnership                                                                     
from the  Sale or other  disposition  of an item of  Equipment      
(including                                                                      
   insurance  proceeds or lessee indemnity  payments arising from the loss
or                                                                              
destruction  of the  Equipment),  Financing  Transactions,  or  any 
other                                                                           
Partnership property, less all related Partnership liabilities.     

"Net Lease"  means a Lease under which the Lessee  assumes          
responsibility                                                                  
  for,  and bears the cost of,  insurance,  taxes,  maintenance,  repair
and                                                                             
operation  of the  leased or  licensed  asset and where the         
noncancelable                                                                   
   rental or royalty  payments  pursuant to such Lease are  absolutely net
to                                                                              
the Partnership.                                                    

"Net Offering  Proceeds"  means the Gross Offering  Proceeds minus  
the  Underwriting  Fees,  Sales  Commissions and the O & O Expense  
Allowance payable by the Partnership.                               

   "Net Unit Price"  means the Gross Unit Price less an amount equal to 8%
of                                                                              
   the Gross Unit Price  (equivalent to Sales  Commissions)  for each Unit
or                                                                              
fraction thereof purchased by an Affiliated Limited Partner.        

"Net Worth" means,  with respect to any Person as of any date, the  
excess,                                                                         
   on such date,  of assets over  liabilities,  as such items would appear
on                                                                              
the balance sheet of such Person in  accordance  with  generally    
accepted                                                                        
accounting principles.                                              

 "Notice"  means a writing  containing  the  information  required  by
this                                                                            
 Agreement to be communicated to any Person,  personally  delivered to
such                                                                            
Person or sent by registered,  certified or regular mail, postage   
prepaid,                                                                        
to such Person at the last known address of such Person.            

"O & O Expense  Allowance" means the aggregate amount equal to the  
product                                                                         
    of (a) the number of Units subscribed for in the Offering and (b) $3.50.

"Offering" means the offering of Units pursuant to the Prospectus.  

"Offering  Period" means the period from the Effective Date to the  
Termination Date.                                                   

"Operating  Expenses" means (a) all costs of personnel (including   
officers                                                                        
or  employees  of  the  General  Partner  or  its  Affiliates  other
than                                                                            
Controlling   Persons)  involved  in  the  business  of  the        
Partnership,                                                                    
 allocated  pro  rata  to  their  services   performed  on  behalf  of
the                                                                             
Partnership,   but  excluding  overhead  expenses   attributable  to
such                                                                            
  personnel);  (b) all costs of borrowed  money,  taxes and  assessments
on                                                                              
  Partnership Investments and other taxes applicable to the Partnership;
(c)                                                                             
 legal,  audit,  accounting,  brokerage,  appraisal  and  other  fees;
(d)                                                                             
printing,  engraving and other  expenses and taxes  incurred in     
connection                                                                      
   with the issuance,  distribution,  transfer, registration and recording
of                                                                              
   documents  evidencing  ownership of an interest in the  Partnership  or
in                                                                              
connection  with the  business of the  Partnership;  (e) fees and   
expenses                                                                        
paid to independent contractors,  bankers,  brokers and services,   
leasing                                                                         
agents and sales  personnel  consultants  and other  equipment      
management                                                                      
   personnel,  insurance brokers and other agents (all of which shall only
be                                                                              
 billed  directly  by,  and be  paid  directly  to,  the  provider  of
such                                                                            
   services);  (f) expenses  (including the cost of personnel as described
in                                                                              
(a) above) in connection with the  disposition,  replacement,       
alteration,                                                                     
repair,  refurbishment,   leasing,  licensing,  re-leasing,         
re-licensing,                                                                   
 financing,   refinancing  and  operation  of  Partnership   Equipment
and                                                                             
Financing  Transactions  (including  the costs and  expenses of     
insurance                                                                       
 premiums,  brokerage and leasing and licensing  commissions,  if any,
with                                                                            
respect to its  Investments  and the cost of maintenance of its     
Equipment;                                                                      
   (g) expenses of organizing,  revising, amending, converting,  modifying
or                                                                              
terminating the Partnership; (h) expenses in connection with        
distributions                                                                   
 made  by the  Partnership  to,  and  communications  and  bookkeeping
and                                                                             
clerical  work  necessary  in  maintaining  relations  with,  its   
Limited                                                                         
Partners,  including  the costs of  printing  and  mailing to such  
Person                                                                          
evidences  of  ownership  of Units and reports of meetings of the   
Partners                                                                        
   and of preparation of proxy  statements  and  solicitations  of proxies
in                                                                              
 connection  therewith;  (i)  expenses in  connection  with  preparing
and                                                                             
 mailing  reports  required to be  furnished  to the Limited  Partners
for                                                                             
investor,  tax reporting or other purposes,  and reports which the  
General                                                                         
Partner deems it to be in the best interests of the Partnership to  
furnish                                                                         
  to the  Limited  Partners  and to  their  sales  representatives;  (j)
any                                                                             
  accounting,  computer,  statistical or bookkeeping costs necessary for
the                                                                             
  maintenance  of the books and  records of the  Partnership  (including
an                                                                              
allocable  portion  of the  Partnership's  costs of  acquiring  and 
owning                                                                          
computer  equipment  used in connection  with the operations and    
reporting                                                                       
activities of the Partnership and any other investment  programs    
sponsored                                                                       
by  the  General  Partner  or any of  its  Affiliates,  the         
Partnership's                                                                   
  interest in which  equipment  shall be liquidated  in connection  with
the                                                                             
Partnership's liquidation);  (k) the cost of preparation and        
dissemination                                                                   
of the  informational  material  and  documentation  relating to    
potential                                                                       
sale,   refinancing  or  other  disposition  of  Equipment  and     
Financing                                                                       
 Transactions;  (l) the costs  and  expenses  incurred  in  qualifying
the                                                                             
 Partnership  to do  business  in  any  jurisdiction,  including  fees
and                                                                             
  expenses of any resident agent appointed by the  Partnership;  and (m)
the                                                                             
costs incurred in connection with any litigation or regulatory      
proceedings                                                                     
in which the Partnership is involved.                               

 "Operating Lease" means a lease or license,  entered into or acquired
from                                                                            
time  to  time  by  the  Partnership,  pursuant  to  which  the     
aggregate                                                                       
 noncancelable  rental or royalty payments during the original term of
such                                                                            
  lease or license,  on a net present  value basis,  are not  sufficient
to                                                                              
   recover the Purchase Price of the Equipment leased or licensed thereby.

"Operations"   means  all   operations   and   activities  of  the  
Partnership except Sales.                                           

"Organizational  and Offering  Expenses"  means (a) all costs and   
expenses                                                                        
incurred  in  connection  with,  and in  preparing  the  Partnership
for,                                                                            
qualification  under federal and state  securities  laws and        
subsequently                                                                    
offering  and  distributing  the  Units to the  public  (except  for
Sales                                                                           
 Commissions  and  Underwriting  Fees payable to the General  Partner,
the                                                                             
  Dealer-Manager  or any Selling Dealer),  including but not limited to,
(i)                                                                             
printing  costs,  (ii)  registration  and filing fees,  (iii)       
attorneys',                                                                     
accountants' and other  professional fees and (iv) Due Diligence    
Expenses                                                                        
   and (b) the direct costs of salaries to and expenses  (including  costs
of                                                                              
travel) of officers and directors of the General  Partner or any    
Affiliate                                                                       
 of the General  Partner while engaged in organizing  the  Partnership
and                                                                             
registering the Units.                                              

"Original Limited Partner" means Charles Duggan.                    

"Participant  List" means a list, in alphabetical  order by name,   
setting                                                                         
  forth the name,  address  and  business or home  telephone  number of,
and                                                                             
number of Units held by, each Limited Partner, which list shall be  
printed                                                                         
 on white paper in a readily  readable  type size (in no event smaller
than                                                                            
 10-point  type) and shall be updated  at least  quarterly  to reflect
any                                                                             
changes in the information contained therein.                       

"Partner"  means the General  Partner  (including any  Substitute   
General                                                                         
Partner) and any Limited Partner  (including the Original  Limited  
Partner                                                                         
and any Substitute Limited Partner).                                

"Partner  Nonrecourse  Debt"  means  any  Partnership  nonrecourse  
liability  for which any Partner  bears the economic  risk of loss  
within the meaning of Treas. Reg. Section 1.704-2(b)(4).            

"Partner  Nonrecourse Debt Minimum Gain" has the meaning specified  
in Treas. Reg.  Section 1.704-2(i)(3),  and such additional amount  
as shall be treated as Partner  Nonrecourse  Minimum Gain pursuant  
to Treas. Reg. Section 1.704-2(j)(1)(iii).                          

"Partner   Nonrecourse   Deductions"   shall   consist   of  those  
deductions  and  in  those  amounts   specified  in  Treas.   Reg.  
Sections 1.704-2(i)(2) and (j).                                     

"Partnership"  means  ICON  Cash Flow  Partners  L.P.  Seven,  the  
limited  partnership formed pursuant to, and governed by the terms  
of, this Agreement.                                                 

"Partnership  Loan" means any loan made to the  Partnership by the  
General                                                                         
Partner or any Affiliate of the General Partner in accordance with  
Section                                                                         
6.2(d) of this Agreement.                                           

"Partnership  Minimum Gain" has the meaning  specified in Treasury  
Regulation   SectionSection 1.704-2(b)(2)   and   (d)   and   such  
additional amount as shall be treated as Partnership  Minimum Gain  
pursuant to Treas. Reg. Section 1.704-2(j)(1)(iii).                 

"Partnership   Nonrecourse  Deductions"  shall  consist  of  those  
deductions and in those amounts  specified in Treas. Reg. Sections  
1.704-2(c) and (j).                                                 

"Payout"  means the time when the aggregate  amount of cash         
distributions                                                                   
 (from  whatever  sources) to a Limited  Partner  equals the amount of
such                                                                            
Limited  Partner's  Capital  Contribution plus an amount equal to an
eight                                                                           
(8%)  percent  annual  cumulative  return  on such  Capital         
Contribution,                                                                   
compounded  daily from a date not later than the last day of the    
calendar                                                                        
quarter in which such Capital Contribution is made (determined by   
treating                                                                        
   distributions actually made to a Limited Partner as first being applied
to                                                                              
 satisfy such 8% return on capital  which has accrued and has not been
paid                                                                            
and  applying  any  excess  distributions  as a  return  of  such   
Limited                                                                         
  Partner's  Capital  Contribution).  Income  earned on  escrowed  funds
and                                                                             
distributed  to Limited  Partners  may be used to satisfy  the      
cumulative                                                                      
return requirement.                                                 

   "Permitted  Investment"  means an investment in any of (a) certificates
of                                                                              
deposit or savings or money-market accounts insured by the Federal  
Deposit                                                                         
 Insurance   Corporation  of  banks  located  in  the  United  States;
(b)                                                                             
short-term  debt  securities  issued or  guaranteed  by the United  
States                                                                          
Government  or its  agencies  or  instrumentalities,  or  bank      
repurchase                                                                      
agreements  collateralized  by such  United  States  Government  or 
agency                                                                          
  securities,  (c) other highly liquid types of money-market investments
and                                                                             
  (d) shares of one or more public  investment  companies (but excluding
any                                                                             
such company managed by any Affiliate of the General  Partner)      
registered                                                                      
   with the Commission  whose assets exceed  $10,000,000  and are invested
in                                                                              
such money market investments and held by an independent custodian. 

"Person" shall mean any natural person,  partnership,  trust,       
corporation,                                                                    
  association  or other  legal  entity,  including,  but not limited to,
the                                                                             
General Partner and any Affiliate of the General Partner.           

"Prior  Program"  means any Program  previously  sponsored  by the  
General                                                                         
Partner or any Affiliate of the General Partner.                    

   "Prior Public  Programs"  means ICON Cash Flow Partners,  L.P.,  Series
A,                                                                              
ICON Cash Flow Partners,  L.P.,  Series B, ICON Cash Flow Partners, 
L.P.,                                                                           
 Series  C, ICON Cash  Flow  Partners,  L.P.,  Series D, and ICON Cash
Flow                                                                            
Partners, L.P., Series E and ICON Cash Flow Partners L.P. Six.      

"Profits"  or  "Losses"  means,  for any Fiscal  Year,  the         
Partnership's                                                                   
 taxable income or loss for such Fiscal Year, determined in accordance
with                                                                            
   Code section 703(a) (for this purpose,  all items of income, gain, loss
or                                                                              
deduction  required  to be  stated  separately  pursuant  to Code   
section                                                                         
703(a)(1) shall be included in taxable income or loss), with the    
following                                                                       
adjustments:                                                        

  (a) Any income of the  Partnership  that is exempt from federal income
tax                                                                             
and not otherwise taken into account in computing  Profits or Losses
shall                                                                           
be applied to increase such taxable income or reduce such loss;     

(b) any expenditure of the  Partnership  described in Code section  
705(a)(2)(B),   or  treated  as  such  pursuant  to  Treas.   Reg.  
Section 1.704-1(b)(2)(iv)(i)  and not otherwise taken into account  
in  computing  Profits and Losses  shall be applied to reduce such  
taxable income or increase such loss;                               

(c)  gain or loss  resulting  from a  taxable  disposition  of any  
asset of the  Partnership  shall be computed by  reference  to the  
Gross  Asset  Value of such  asset  and the  special  depreciation  
calculations         described        in        Treas.        Reg.  
Section 1.704-1(b)(2)(iv)(g),  notwithstanding  that the  adjusted  
tax basis of such asset may differ from its Gross Asset Value;      

(d) in lieu of the  depreciation,  amortization,  and other cost    
recovery                                                                        
  deductions taken into account in computing such taxable income or loss
for                                                                             
such  Fiscal  Year,  there  shall  be  taken  into  account         
depreciation,                                                                   
amortization  or other cost  recovery  determined  pursuant  to the 
method                                                                          
described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3); and       

(e) any items which are  specially  allocated  pursuant to Section  
8.2(f)                                                                          
shall not be taken into account in computing Profits or Losses.     

"Profits from  Operations" or "Losses from  Operations"  means all  
Profits                                                                         
 for Tax Purposes or Losses for Tax Purposes of the Partnership  other
than                                                                            
   Profits for Tax Purposes or Losses for Tax Purposes generated by Sales.

"Profits  from Sales" or "Losses from Sales" means all Profits for  
Tax  Purposes  or  Losses  for  Tax  Purposes  of the  Partnership  
generated by Sales.                                                 

"Program"  means  a  limited  or  general   partnership,   Joint    
Venture,                                                                        
unincorporated   association  or  similar   organization,   other   
than  a                                                                         
   corporation,  formed and operated for the primary purpose of investment
in                                                                              
and the operation of or gain from an interest in equipment.         

"Prospectus"  means the  prospectus  included as part of the        
Registration                                                                    
Statement  on Form S-1 (No.  33-36376)  in the  final  form in which
such                                                                            
  prospectus is filed with the Commission  pursuant to Rule 424(b) under
the                                                                             
 Securities Act and as thereafter  supplemented or amended pursuant to
Rule                                                                            
424(c) under the Securities Act.                                    

  "Purchase Price" means, with respect to any Investment, the price paid
by,                                                                             
   or on behalf of, the Partnership for or in connection with the purchase
or                                                                              
   improvement of any item of Equipment or the acquisition or consummation
of                                                                              
  any Financing Transaction, as the case may be, including the amount of
the                                                                             
   related  Acquisition  Fees and all liens and  encumbrances on such item
of                                                                              
Equipment or Financing  Transaction  (but  excluding  "points" and  
prepaid                                                                         
interest),  plus that  portion  of the  reasonable,  necessary  and 
actual                                                                          
expenses (limited to accounting, auditing or other such services,   
interest                                                                        
   and principal  payments,  and loan  commitment and other financing fees
on                                                                              
funds used to acquire or maintain  Equipment  or  Financing         
Transactions)                                                                   
incurred  by the  General  Partner  or any  such  Affiliate  in     
acquiring                                                                       
 Equipment or Financing  Transactions  on an arm's length basis with a
view                                                                            
 to   transferring   such   Equipment  or  Financing   Transaction  to
the                                                                             
Partnership,  which is allocated to the Equipment or Financing      
Transaction                                                                     
  in question  in  accordance  with  allocation  procedures  employed by
the                                                                             
General  Partner or such Affiliate from time to time and within     
generally                                                                       
  accepted  accounting  principles,   reduced  (to  a  negative  figure,
if                                                                              
   applicable) by the aggregate amount of any revenues from such Equipment
or                                                                              
Financing  Transaction  payable to the General  Partner or such     
Affiliate                                                                       
during the period from such acquisition until the Equipment is      
transferred                                                                     
to the Partnership.                                                 

"Qualified  Plan"  means a pension,  profit-sharing  or stock  bonus
plan,                                                                           
   including Keogh Plans, meeting the requirements of Sections 401 et seq.
of                                                                              
the Code, as amended, and its related trust.                        

"Qualified  Subscription  Account"  means  the  interest-bearing    
account                                                                         
established  and maintained by the Partnership for the purpose of   
holding,                                                                        
 pending  the  distribution  thereof in  accordance  with the terms of
this                                                                            
   Agreement,  of  Subscription  Monies  received  from Persons who are to
be                                                                              
admitted as Limited Partners as a result of Closings to be held     
subsequent                                                                      
to the Initial Closing Date.                                        

"Registration  Statement" means the Registration Statement on Form  
S-1 (No.  33-36376) filed with the Commission under the Securities  
Act in the form in which such  Registration  Statement is declared  
to be effective.                                                    

"Reinvestment Period" means the period commencing with the Initial  
Closing                                                                         
 Date and ending five (5) years after the Final Closing Date; provided
that                                                                            
  such  period may be extended at the sole and  absolute  discretion  of
the                                                                             
  General  Partner for a further  period of not more than an  additional
36                                                                              
months.                                                             

"Reserves"  means reserves  established  and maintained by the      
Partnership                                                                     
for  working  capital  and  contingent  liabilities,   including    
repairs,                                                                        
replacements,  contingencies,  accruals required by lenders for     
insurance,                                                                      
   compensating  balances required by lenders and other appropriate items,
in                                                                              
an amount not less than (a) during the Reinvestment  Period, 1.0% of
Gross                                                                           
  Offering Proceeds and (b) during the Disposition Period, the lesser of
(1)                                                                             
1% of Gross Offering  Proceeds and (2) 1% of the  Partnership's     
aggregate                                                                       
Adjusted Capital Accounts.                                          

"Roll-Up"  means  any  transaction  involving  the  acquisition,    
merger,                                                                         
  conversion,  or  consolidation,  either  directly  or  indirectly,  of
the                                                                             
 Partnership and the issuance of securities of a Roll-Up Entity.  Such
term                                                                            
does not include (a) a transaction involving securities of the      
Partnership                                                                     
if they  have been  listed on a  national  securities  exchange  or 
traded                                                                          
through the National Association of Securities Dealers Automated    
Quotation                                                                       
National  Market  System  for at least  12  months;  or (b) a       
transaction                                                                     
   involving the conversion of only the  Partnership  to corporate,  trust
or                                                                              
   association form if, as a consequence of such  transaction,  there will
be                                                                              
  no significant adverse change in (i) Partnership's voting rights; (ii)
the                                                                             
  term of existence of the  Partnership;  (iii) Sponsor's  compensation;
or                                                                              
(iv) the Partnership's investment objectives.                       

"Roll-Up  Entity"  means any  partnership,  corporation,  trust,  or
other                                                                           
entity that is created by, or surviving after,  the successful      
completion                                                                      
of a proposed Roll-Up transaction.                                  

"Sale"  means the sale,  exchange,  involuntary  conversion,        
foreclosure,                                                                    
  condemnation,   taking,  casualty  (other  than  a  casualty  followed
by                                                                              
 refurbishing  or  replacement),   or  other  disposition  of  any  of
the                                                                             
Partnership's Equipment and Financing Transactions.                 

   "Sales  Commissions"  means,  with respect to any Unit, an amount equal
to                                                                              
8.0% of the Gross Offering Proceeds attributable to the sale of such
Unit.                                                                           

"Schedule  A" means  Schedule  A  attached  to and  made a part  of,
this                                                                            
Agreement,  which sets forth the names,  addresses,  Capital        
Contributions                                                                   
   and Interests of the  Partners,  as amended or  supplemented  from time
to                                                                              
time to add or delete,  as the case may be, such  information with  
respect                                                                         
to any Partner.                                                     

"Secondary  Market" has the meaning  specified in Section  10.2(c)  
of this Agreement.                                                  

"Securities Act" means the Securities Act of 1933, as amended.      

  "Segment"  shall  mean  each  period  consisting  of that  portion  of
any                                                                             
   calendar month that includes either the first through the fifteenth day
of                                                                              
such month or the sixteenth through the last day of such month,     
commencing                                                                      
with the first such period ending after the Initial Closing Date;   
provided                                                                        
that the first  Segment  shall  begin on the  first day after the   
Initial                                                                         
   Closing  Date and end on the earlier of the  fifteenth  or the last day
of                                                                              
the month in which the Initial  Closing Date occurs and the final   
Segment                                                                         
shall end on the date of final liquidation of the Partnership.      

  "Selling  Dealer"  means each member firm of the National  Association
of                                                                              
   Securities Dealers, Inc. which has been selected by the General Partner
or                                                                              
the  Dealer-Manager  to offer and sell Units and which has entered  
into a                                                                          
    Selling Dealer Agreement with the General Partner or the Dealer-Manager.

"Selling  Dealer  Agreement"  means each of the  agreements  entered
into                                                                            
between the General Partner or the  Dealer-Manager  and any Seller  
Dealer,                                                                         
   each  substantially  in the respective form thereof filed as an exhibit
to                                                                              
the Registration Statement.                                         

  "Sponsor"  means  any  Person  directly  or  indirectly   instrumental
in                                                                              
 organizing,  in whole or in part,  the  Partnership or any Person who
will                                                                            
  manage  or  participate  in the  management  of the  Partnership,  and
any                                                                             
Affiliate  of such  Person.  The term  Sponsor does not include any 
Person                                                                          
whose only  relationship  to the Partnership is that of (1) an      
independent                                                                     
equipment  manager and whose only  compensation is as such or (2) a 
wholly                                                                          
independent third party,  such as an attorney,  accountant or       
underwriter,                                                                    
  whose  only   compensation  is  for  professional   services  rendered
in                                                                              
connection with the Offering.                                       

"Subordinated  Remarketing Fee" means,  with respect to any         
Investment,  a                                                                  
fee in the  amount  equal to the  lesser of (a) 3% of the  contract 
sales                                                                           
  price applicable to such Investment, or (b) one-half of that brokerage
fee                                                                             
 that is reasonable,  customary and  competitive in light of the size,
type                                                                            
and location of such Investment.                                    

   "Subscription Agreement" means the Subscription Agreement substantially
in                                                                              
the form thereof filed as an exhibit to the Prospectus.             

"Subscription  Monies" has the meaning specified in Section 5.3(j)  
of this Agreement.                                                  

  "Substitute  General  Partner"  means any  Assignee of or successor to
the                                                                             
  General Partner admitted to the Partnership in accordance with Section
9.5                                                                             
of the Agreement.                                                   

"Substitute  Limited  Partner" means any Assignee of Units who is   
admitted                                                                        
 to the Partnership as a Limited  Partner  pursuant to Section 10.3 of
this                                                                            
Agreement.                                                          

   "Tax Counsel" means Whitman Breed Abbott & Morgan,  New York, New York,
or                                                                              
such other tax counsel acceptable to the General Partner.           

"Tax  Matters  Partner"  means the Person  designated  pursuant to  
Section                                                                         
 6231(a)(7)  of  the  Code  to  manage   administrative  and  judicial
tax                                                                             
proceedings  conducted at the  Partnership  level by the Internal   
Revenue                                                                         
   Service  with  respect to  Partnership  matters.  The  General  Partner
is                                                                              
   designated Tax Matters  Partner for the  Partnership in Section 12.6(e)
of                                                                              
this Agreement.                                                     

"Termination Date" means the earliest of (a) the date on which the  
Maximum                                                                         
 Offering  has  been  sold,  (b)  twenty-four  (24)  months  following
the                                                                             
Effective  Date,  and (c) the  termination  of the Offering by the  
General                                                                         
Partner at any time.                                                

"Treasury  Regulation"  or "Treas.  Reg." means final or temporary  
regulations  issued  by  the  United  States  Treasury  Department  
pursuant to the Code.                                               

   "Underwriting  Fees" means,  in the aggregate,  fees in an amount equal
to                                                                              
2.0% of the Gross Offering Proceeds of Units sold.                  

"Unit" means a Unit of  Partnership  interest  held by any Limited  
Partner.                                                            

   "Unpaid Cumulative Return" means, as to any Limited Partner, the amount
of                                                                              
   such Limited Partner's Cumulative Return calculated through the date as
of                                                                              
  which such Unpaid Cumulative Return is being calculated,  reduced (but
not                                                                             
 below  zero)  by the  aggregate  distributions  theretofore  made  to
such                                                                            
   Limited Partner by the Partnership pursuant to Sections 8.1(c) and 11.3
of                                                                              
this  Agreement  which  are  deemed  to be a  reduction  of  such   
Limited                                                                         
Partner's Unpaid Cumulative Return pursuant to Section 8.3(d)(i).   

  "Unpaid Target  Distribution"  means, as to any Limited Partner, as of
any                                                                             
 given date, the sum of such Partner's  Adjusted Capital  Contribution
plus                                                                            
such Limited Partner's Unpaid Cumulative Return.                    

   "User" means any (a)  manufacturer,  (b) unrelated  third-party  lessor
of                                                                              
 equipment to  non-Affiliated  equipment  users, (c) equipment user to
whom                                                                            
  the Partnership provides financing pursuant to a Financing Transaction
and                                                                             
(d) intangibles user to whom the Partnership leases or licenses     
intangible                                                                      
assets pursuant to a Financing Transaction.                         

   "Volume  Discount" means the following  discounts in the price of Units
to                                                                              
which investors purchasing Units in volume are entitled:            

===========---------------------------------------------=======                 
                Net Purchase
Number of Units   Discount        Price                   
===========---------------------------------------------=======                 
2,499 or less       None         $100.00                  
===========---------------------------------------------=======                 
2,500 to 4,999      $2.50        $ 97.50                  
===========---------------------------------------------=======                 
5,000 to 9,999      $3.50        $ 96.50                  
===========---------------------------------------------=======                 
10,000 to 19,999    $4.50        $ 95.50                  
===============================================================                 
20,000 or more      $6.50        $ 93.50                  
===============================================================                 

 "Voluntary  Withdrawal"  means,  with respect to the General Partner,
the                                                                             
  voluntary  withdrawal  from the  Partnership of the General Partner as
the                                                                             
General Partner of the  Partnership,  or the voluntary  sale,       
assignment,                                                                     
encumbrance or other  disposition of all of the General  Partner's  
General                                                                         
Partnership Interest                                                
pursuant to Section 9.1 of this Agreement.                          

   "Withdrawal" means, with respect to the General Partner,  the Voluntary
or                                                                              
Involuntary Withdrawal of such General Partner.                     

"Withdrawn  General Partner" means a General Partner which has      
completed a                                                                     
Withdrawal in accordance with the provisions of this Agreement.     

  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the                                                                             
date first above written.                                                       

GENERAL PARTNER:                    ORIGINAL LIMITED PARTNER:                   
ICON CAPITAL CORP.                                                              

BY:                                       BY:                                   

s/Beaufort J. B. Clarke                        s/Charles Duggan                 
BEAUFORT J. B. CLARKE, President               CHARLES DUGGAN                   

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  SCHEDULE A

  NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS

Name and Address                    Capital Contributions Made      

I.    General Partner                                                           

ICON Capital Corp.                                 $1,000           
600 Mamaroneck Avenue                                               
Harrison, New York 10528                                            

II.   Original Limited Partner                                                  

Charles Duggan                                     $1,000           
600 Mamaroneck Avenue                                               
Harrison, New York 10528                                            

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THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON CASH FLOW PARTNERS L.P. SEVEN

 TABLE OF CONTENTS
                                                                Page

Section 1. ESTABLISHMENT OF PARTNERSHIP..............................  1        

Section 2. NAME,  PRINCIPAL OFFICE,  NAME AND ADDRESS OF REGISTERED             
AGENT                                                               
    FOR SERVICE OF PROCESS...................................  1
2.1  Legal Name and Address....................................  1  
2.2  Address of Partners.......................................  1  

Section 3. PURPOSES AND POWERS.......................................  2        
3.1  Purposes..................................................  2  
3.2  Investment Objectives and Policies........................  2  
3.3  Powers....................................................  2  

Section 4. TERM......................................................  3        

Section 5. PARTNERS AND CAPITAL......................................  3        
5.1  General Partner...........................................  3  
5.2  Original Limited Partner..................................  3  
5.3  Limited Partners..........................................  3  
5.4  Partnership Capital.......................................  5  
5.5  Capital Accounts..........................................  5  
5.6  Additional Capital Contributions . . . . .................. 6  
5.7  Loans by Partners.......................................... 6  
5.8  No Right to Return of Capital.............................. 6  

Section 6. GENERAL PARTNER............................................ 6        
6.1  Extent of Powers and Duties................................ 6  
6.2  Limitations on the Exercise of Powers of General Partner... 9  
6.3  Limitation  on  Liability  of  General  Partner  and its       
   Affiliates; Indemnification............................... 12
6.4  Compensation of General Partner and its Affiliates........ 13  
6.5  Other   Interests   of  the  General   Partner  and  its       
   Affiliates................................................ 16

Section 7. POWERS AND LIABILITIES OF LIMITED PARTNERS................ 17        
7.1  Absence of Control Over Partnership Business.............. 17  
7.2  Limited Liability......................................... 17  

Section 8. DISTRIBUTIONS AND ALLOCATIONS............................. 18        
8.1  Distribution of  Distributable  Cash from Operations and       
   Distributable Cash from Sales ............................ 18
8.2  Allocations of Profits and Losses......................... 19  
8.38.3....Distributions and Allocations Among the Limited Partners  
21                                                      
8.4  Tax Allocations: Code Section 704(c); Revaluations........ 22  
8.5  Compliance  with NASAA  Guidelines  Regarding  Front-End       
   Fees...................................................... 22
8.6  Return of Uninvested Capital Contribution................. 22  
8.7  Partner's Return of Investment in the Partnership......... 22  
8.8  No Distributions in Kind ................................. 22  
8.9  Partnership Entitled to Withhold.......................... 23  

Section 9. WITHDRAWAL OF GENERAL PARTNER............................. 23        
9.1  Voluntary Withdrawal...................................... 23  
9.2  Involuntary Withdrawal.................................... 23  
9.3  Consequences of Withdrawal................................ 23  
9.4  Liability of Withdrawn General Partner.................... 24  
9.5  Continuation of Partnership Business...................... 24  

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Section 10...TRANSFER OF UNITS                                        24        
10.1 Withdrawal of a Limited Partner........................... 24  
10.2 Assignment................................................ 25  
10.3 Substitution.............................................. 26  
10.4 Status of an Assigning Limited Partner.................... 26  
10.5 Limited Right of Presentment for Redemption of Units...... 26  

Section 11...DISSOLUTION AND WINDING-UP                               27        
11.1 Events Causing Dissolution................................ 27  
11.2 Winding Up of the Partnership;  Capital  Contribution by       
   the General Partner Upon Dissolution...................... 27
11.3 Application of Liquidation Proceeds Upon Dissolution...... 28  
11.4 No Recourse Against Other Partners........................ 29  

Section 12...FISCAL MATTERS                                           29        
12.1 Title to Property and Bank Accounts....................... 29  
12.2 Maintenance of and Access to Basic Partnership Documents.. 29  
12.3 Financial Books and Accounting............................ 30  
12.4 Fiscal Year............................................... 30  
12.5 Reports................................................... 30  
12.6 Tax Returns and Tax Information........................... 32  
12.7 Accounting Decisions...................................... 32  
12.8 Federal Tax Elections..................................... 32  
12.9 Tax Matters Partner....................................... 33  
12.10Reports to State Authorities.............................. 34  

Section 13.MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS         34        
13.1 Meetings of the Limited Partners.......................... 34  
13.2 Voting Rights of the Limited Partners..................... 35  
13.3 Limitations on Action by the Limited Partners............. 35  

Section 14....AMENDMENTS                                              35        
14.1 Amendments by the General Partner......................... 35  
14.2 Amendments with the Consent of the Majority Interest...... 36  

Section 15....POWER OF ATTORNEY                                       36        
15.1 Appointment of Attorney-in-Fact........................... 37  
15.2 Amendments  to  Agreement  and  Certificate  of  Limited       
   Partnership............................................... 37
15.3 Power Coupled With an Interest............................ 37  

Section 16.....GENERAL PROVISIONS                                     37        
16.1 Notices, Approvals and Consents........................... 37  
16.2 Further Assurances........................................ 38  
16.3 Captions.................................................. 38  
16.4 Binding Effect............................................ 38  
16.5 Severability.............................................. 38  
16.6 Integration............................................... 38  
16.7 Applicable Law............................................ 38  
16.8 Counterparts.............................................. 38  
16.9 Creditors................................................. 39  
16.10Interpretation............................................ 39  
16.11Successors and Assigns.................................... 39  
16.12Waiver of Action for Partition............................ 39  

Section 17..DEFINITIONS                                               39        
A-ii

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 EXHIBIT B

PRIOR PERFORMANCE TABLES
 FOR THE PRIOR PUBLIC PROGRAMS

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Prior Performance Tables
------------------------

     The following unaudited tables disclose certain information relating to the
performance, operations and investment for seven of the General Partner's       
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,    
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series   
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow       
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E  
("Series E"), and ICON Cash Flow Partners L.P. Six ("LP Six"). Purchasers of the
Units of limited partnership interest in ICON Income Fund Eight (the            
"Partnership") being offered by this Prospectus will not acquire any ownership  
interest in any of the Prior Public Programs and should not assume that they    
will experience investment results or returns, if any, comparable to those      
experienced by investors in the Prior Public Programs.                          

Additional information concerning the Prior Public Programs will be   
contained in Form 10-K Annual Reports for each such Program which may be        
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form  
10-K Annual Reports will also be available upon request at the office of the    
Securities and Exchange Commission, Washington, D.C. The results of the Prior   
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered 
indicative of the extent to which the Prior Public Programs will achieve their  
objectives, because this will in large part depend upon facts which cannot now  
be determined or predicted.                                                     

 See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of   
the Prior Public Programs and a narrative discussion of the data concerning the 
Prior Public Programs contained in these Tables. Additionally, see Table VI     
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.                                                                           

                                                                [Download Table]


Table                          Description                            Page
-----                          -----------                            ----

                                                                          
   I  Experience in Raising and Investing Funds                       B-2 
      -----------------------------------------                           

  II  Compensation to the General Partner and Affiliates              B-4 
      --------------------------------------------------                  

 III  Operating Results of Prior Public Programs                          
      ------------------------------------------                          

      * Series A                                                      B-5 
      * Series B                                                      B-7 
      * Series C                                                      B-9 
      * Series D                                                     B-11 
      * Series E                                                     B-13 
      * LP Six                                                       B-15 

  IV  Results of Completed Prior Public Programs (None)              B-17 
      -------------------------------------------------                   

   V  Sales or Disposition of Equipment by Prior Public Programs          
      ----------------------------------------------------------          

      * Series A                                                     B-18 
      * Series B                                                     B-21 
      * Series C                                                     B-28 
      * Series D                                                     B-32 
      * Series E                                                     B-36 
      * LP Six                                                       B-43 

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 TABLE I

 Experience in Raising and Investing Funds
 (unaudited)

The following table sets forth certain information, as of March 31, 1998,       
concerning the experience of the General Partner in raising and investing       
limited partners' funds in its Prior Public Programs:                           

                                                        [Enlarge/Download Table]

                                                               Series A                Series B            
                                                        ---------------------   -----------------------    

                                                                                                           
Dollar amount offered                                   $ 40,000,000            $ 20,000,000               
                                                        ============            ============               

Dollar amount raised                                    $  2,504,500   100.0%   $ 20,000,000     100.0%    

Less:  Offering expenses:                                                                                  
  Selling commissions                                        262,973    10.5%      1,800,000       9.0%    
  Organization and offering expenses paid to                                                               
    General Partner or its Affiliates                        100,180     4.0%        900,000       4.5%    

  Reserves                                                    25,045     1.0%        200,000       1.0%    
                                                        ------------   -----    ------------     -----     

Offering proceeds available for investment              $  2,116,302    84.5%   $ 17,100,000      85.5%    
                                                        ============   =====    ============     =====     

Debt proceeds                                           $  4,190,724            $ 46,092,749               
                                                        ============            ============               

Total equipment acquired                                $  7,576,758            $ 65,580,973               
                                                        ============            ============               

Acquisition fees paid to General Partner                                                                   
  and its affiliates                                    $    206,710            $  2,219,998               
                                                        ============            ============               

Equipment acquisition costs as a percentage                                                                
  of amount raised:                                                                                        

Purchase price                                                 81.84%                  82.23%              
Acquisition fees paid to General Partner                                                                   
  or its Affiliates                                             2.66                    3.27               
                                                        ------------            -------------              

Percent invested                                                84.5%                   85.5%              
                                                        ============            =============              

Percent leveraged (non-recourse debt                                                                       
  financing divided by total purchase price)                   55.31%                  70.28%              

Date offering commenced                                      1/9/87                 7/18/89                

Original offering period (in months)                           24                     18                   

Actual offering period (in months)                             24                     17                   

Months to invest 90% of amount available for                                                               
  investment (measured from the beginning of offering)         24                     18                   


                                                               Series C                     Series D       
                                                        ----------------------       ----------------------

                                                                                                           
Dollar amount offered                                   $ 20,000,000                 $ 40,000,000          
                                                        ============                 ============          

Dollar amount raised                                    $ 20,000,000    100.0%       $ 40,000,000    100.0%

Less:  Offering expenses:                                                                                  
  Selling commissions                                      2,000,000     10.0%          4,000,000     10.0%
  Organization and offering expenses paid to                                                               
    General Partner or its Affiliates                        600,000      3.0%          1,400,000      3.5%

  Reserves                                                   200,000      1.0%            400,000      1.0%
                                                        ------------    -----        ------------    ----- 

Offering proceeds available for investment              $ 17,200,000     86.0%       $ 34,200,000     85.5%
                                                        ============    =====        ============    ===== 

Debt proceeds                                           $ 50,355,399                 $ 70,962,589          
                                                        ============                 ============          

Total equipment acquired                                $ 70,257,280                 $132,771,421          
                                                        ============                 ============          

Acquisition fees paid to General Partner                                                                   
  and its affiliates                                    $  2,396,810                 $  4,539,336          
                                                        ============                 ============          

Equipment acquisition costs as a percentage                                                                
  of amount raised:                                                                                        

Purchase price                                                 82.70%                       82.19%         
Acquisition fees paid to General Partner                                                                   
  or its Affiliates                                             3.30                         3.31          
                                                        ------------                 ------------          

Percent invested                                                86.0%                        85.5%         
                                                        ============                 ============          

Percent leveraged (non-recourse debt                                                                       
  financing divided by total purchase price)                   71.67%                       53.45%         

Date offering commenced                                     12/7/90                      8/23/91           

Original offering period (in months)                          18                           18              

Actual offering period (in months)                             7                           10              

Months to invest 90% of amount available for                                                               
  investment (measured from the beginning of offering)        10                            4              


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 TABLE I

 Experience in Raising and Investing Funds
 (unaudited)

The following table sets forth certain information, as of March 31, 1998,       
concerning the experience of the General Partner in raising and investing       
limited partners' funds in its Prior Public Programs:                           

                                                        [Enlarge/Download Table]

                                                                      Series E                   L.P. Six         
                                                               ------------------------   ------------------------

                                                                                                                  
Dollar amount offered                                          $  80,000,000              $ 120,000,000           
                                                               =============              =============           

Dollar amount raised                                           $  61,041,151      100.0%  $  38,385,712     100.0%

Less:  Offering expenses:                                                                                         
  Selling commissions                                              6,104,115       10.0%      3,838,571      10.0%
  Organization and offering expenses paid to                                                                      
    General Partner or its Affiliates                              2,136,440        3.5%      1,343,500       3.5%

  Reserves                                                           610,412        1.0%        383,857       1.0%
                                                               -------------      -----   -------------      ---- 

Offering proceeds available for investment                     $  52,190,184       85.5%  $  32,819,784      85.5%
                                                               =============      =====   =============      ==== 

Debt proceeds                                                  $ 124,431,396              $ 110,105,846           
                                                               =============              =============           

Total equipment acquired                                       $ 230,776,762              $ 155,010,713           
                                                               =============              =============           

Acquisition fees paid to General Partner                                                                          
  and its affiliates                                           $   7,021,906              $   4,390,033           
                                                               =============              =============           

Equipment acquisition costs as a percentage of amount raised:                                                     

Purchase price                                                         82.55%                     82.75%          
Acquisition fees paid to General Partner                                                                          
  or its Affiliates                                                     2.95                       2.75           
                                                               -------------              -------------           

Percent invested                                                        85.5%                      85.5%          
                                                               =============               ============           

Percent leveraged (non-recourse debt                                                                              
  financing divided by total purchase price)                           53.92%                     71.12%          

Date offering commenced                                             6/5/92                   11/12/93             

Maximum offering period (in months)                                   24                        24                

Actual offering period (in months)                                    13                        24                

Months to invest 90% of amount available for                                                                      
  investment (measured from the beginning of offering)                 9                        16                


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TABLE II

Compensation to the General Partner and Affiliates
 (unaudited)

The  following  table sets forth certain  information,  as of March 31,       
1998,  concerning the  compensation  derived by the General Partner and       
its affiliates from its Prior Public Programs:                                

                                                        [Enlarge/Download Table]

                                                 Series A       Series B      Series C     Series D  
                                                 --------       --------      --------     --------  

                                                                                                     
Date offering commenced                           1/9/87         7/18/89       12/7/90      8/23/91  

Date offering closed                              1/8/89        11/16/90       6/20/91       6/5/92  

Dollar amount raised                         $   2,504,500   $   20,000,000  $20,000,000  $40,000,000
                                             =============   ==============  ===========  ===========

Amounts paid to the General Partner and its                                                          
  Affiliates from proceeds of the offering:                                                          

  Underwriting commissions                   $      63,450   $      215,218  $   413,120  $   807,188
                                             =============   ==============  ===========  ===========

  Organization and offering reimbursements   $     100,180   $      900,000  $   600,000  $ 1,400,000
                                             =============   ==============  ===========  ===========

  Acquisition fees                           $     206,710   $    2,219,998  $ 2,396,810  $ 4,539,336
                                             =============   ==============  ===========  ===========

Dollar amount of cash generated from                                                                 
  operations before deducting such                                                                   
  payments/accruals to the                                                                           
  General Partner and Affiliates             $   4,879,680   $   21,637,059  $22,454,061  $38,448,938
                                             =============   ==============  ===========  ===========

Amount paid or accrued to General Partner                                                            
  and Affiliates:                                                                                    

  Management fee                             $     308,386   $    2,782,287  $ 2,685,205  $ 4,530,494
                                             =============   ==============  ===========  ===========

  Administrative expense reimbursements      $     108,924   $      690,679  $   562,862  $ 1,664,407
                                             =============   ==============  ===========  ===========



                                                 Series E      LP Six                                
                                                 --------      ------                                

                                                                                                     
Date offering commenced                          6/5/92        11/12/93                              

Date offering closed                             7/31/93       11/8/95                               

Dollar amount raised                         $61,041,151     $38,385,712                             
                                             ===========     ===========                             

Amounts paid to the General Partner and its                                                          
  Affiliates from proceeds of the offering:                                                          

  Underwriting commissions                   $ 1,226,111     $   767,714                             
                                             ===========     ===========                             

  Organization and offering reimbursements   $ 2,136,440     $ 1,343,500                             
                                             ===========     ===========                             

  Acquisition fees                           $ 7,021,906     $ 4,390,033                             
                                             ===========     ===========                             

Dollar amount of cash generated from                                                                 
  operations before deducting such                                                                   
  payments/accruals to the                                                                           
  General Partner and Affiliates             $100,506,618    $37,968,108                             
                                             ============    ===========                             

Amount paid or accrued to General Partner                                                            
  and Affiliates:                                                                                    

  Management fee                             $ 6,582,207    $ 3,385,280                              
                                             ===========    ===========                              

  Administrative expense reimbursements      $ 3,429,748    $ 1,701,219                              
                                             ===========    ===========                              

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 TABLE III

 Operating Results of Prior Public Programs - Series A
 (unaudited)

The following table summarizes the operating results of Series A. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                        Three Months Ended                                                 
                                                              March 31,               For the Years Ended December 31,     
                                                           --------------    ----------------------------------------------
                                                                1998              1997            1996               1995  
                                                                ----              ----            ----               ----  

                                                                                                                           
Revenues                                                    $    18,478      $    40,359       $    53,041      $   128,935
     Net gain on sales or remarketing of equipment               12,429           82,576           142,237           74,970
                                                            -----------      -----------       -----------      -----------
     Gross revenue                                               30,907          122,935           195,278          203,905

Less:                                                                                                                      
     Administrative expense reimbursement - General Partner         888            4,521             7,133            9,690
     General and administrative                                     787           34,565            32,252           36,641
     Management fees - General Partner                              507            2,553             4,055            5,951
     Interest expense                                              -               7,875            15,092           39,350
     Provision for (reversal of) bad debts (2)                     -             (17,000)              -             10,000
     Depreciation expense                                          -                -                  -             18,236
     Amortization of initial direct costs                          -                -                  -                -  
                                                            -----------      -----------       -----------      -----------
Net income (loss) - GAAP                                    $    28,725      $    90,421       $   136,746      $    84,037
                                                            ===========      ===========       ===========      ===========

Net income (loss) - GAAP - allocable to                                                                                    
     limited partners                                       $    27,289      $    85,900       $   129,909      $    79,835
                                                            ===========      ===========       ===========      ===========

Taxable income from operations (1)                              (3)               62,818           198,523           94,532
                                                            ===========      ===========       ===========      ===========

Cash generated from operations                              $    22,614      $   109,929       $   210,327      $   268,467
Cash generated from sales equipment                              14,082          112,356           202,787          136,363
Cash generated from refinancing                                    -                -                 -                -   
                                                            -----------      -----------       -----------      -----------

Cash generated from operations, sales and                                                                                  
     refinancing                                                 36,696          222,285           413,114          320,793

Less:                                                                                                                      
     Cash distributions to investors from operations,                                                                      
       sales and refinancing                                     56,351          225,405           225,405          225,533
     Cash distributions to General Partner from                                                                            
       operations, sales and refinancing                          2,966           11,863            11,863           11,867
                                                            -----------      -----------       -----------      -----------

Cash generated from (used by) operations, sales                                                                            
     and refinancing after cash distributions               $   (22,621)     $   (14,983)      $   175,846      $    83,393
                                                            ===========      ===========       ===========      ===========



                                                          For the Years Ended December 31,                                 
                                                     ----------------------------------------------                        
                                                                  1994              1993                                   
                                                                  ----              ----                                   

                                                                                                                           
Revenues                                                      $   188,148      $   317,069                                 
     Net gain on sales or remarketing of equipment                 87,985          118,143                                 
                                                              -----------      -----------                                 
     Gross revenue                                                276,133          435,212                                 

Less:                                                                                                                      
     Administrative expense reimbursement - General Partner        11,404            4,125                                 
     General and administrative                                    34,468           32,040                                 
     Management fees - General Partner                             13,607           36,261                                 
     Interest expense                                              63,423           84,324                                 
     Provision for (reversal of) bad debts (2)                     33,500           87,551                                 
     Depreciation expense                                          46,330           97,179                                 
     Amortization of initial direct costs                              27              686                                 
                                                              -----------      -----------                                 
Net income (loss) - GAAP                                      $    73,374      $    93,046                                 
                                                              ===========      ===========                                 

Net income (loss) - GAAP - allocable to                                                                                    
     limited partners                                         $    69,705      $    88,394                                 
                                                              ===========      ===========                                 

Taxable income from operations (1)                            $   111,397      $   130,892                                 
                                                              ===========      ===========                                 

Cash generated from operations                                $   301,679      $   382,184                                 
Cash generated from sales equipment                               216,200          490,078                                 
Cash generated from refinancing                                      -                -                                    
                                                              -----------      -----------                                 

Cash generated from operations, sales and                                                                                  
     refinancing                                                  517,879          872,262                                 

Less:                                                                                                                      
     Cash distributions to investors from operations,                                                                      
       sales and refinancing                                      233,651          356,915                                 
     Cash distributions to General Partner from                                                                            
       operations, sales and refinancing                           12,297           18,785                                 
                                                              -----------      -----------                                 

Cash generated from (used by) operations, sales                                                                            
     and refinancing after cash distributions                 $   271,931      $   496,562                                 
                                                              ===========      ===========                                 


 B-5

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 TABLE III

 Operating Results of Prior Public Programs - Series A (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                               
                                                     March 31,                           For the Years Ended December 31,        
                                                     ---------   ----------------------------------------------------------------

                                                       1998            1997      1996         1995          1994         1993    
                                                       ----            ----      ----         ----          ----         ----    
                                                                                                                                 
Tax data and distributions per $1,000 limited                                                                                    
   partner investment                                                                                                            

Federal income tax results:                                                                                                      
   Taxable income from operations (1)                      (3)   $    23.82   $   37.65    $   35.86    $    42.25    $     49.65
                                                                 ==========   =========    =========    ==========    ===========

Cash distributions to investors                                                                                                  
   Source (on GAAP basis)                                                                                                        
     Investment income                             $    43.58    $    34.30   $   38.13    $   31.88    $    27.83    $     35.29
     Return of capital                             $    46.42    $    55.70   $   51.87    $   58.18    $    65.46    $    107.22

   Source (on Cash basis)                                                                                                        
     -  Operations                                 $    36.12    $    43.89   $   83.98    $   90.06    $    93.29    $    142.51
     -  Sales                                      $    22.49    $    44.87   $    6.02          -             -              -  
     -  Refinancing                                                     -           -            -             -              -  
     -  Other                                      $    31.39    $     1.24         -            -             -              -  

Weighted average number of limited partnership                                                                                   
   ($500) units outstanding                             5,009         5,009       5,009        5,009         5,009          5,009
                                                    =========      =========   ========     ========     =========    ===========


(1)    The difference between Net income (loss) - GAAP and Taxable income from  
    operations is due to different methods of calculating depreciation and
    amortization, the use of the reserve method for providing for possible
       doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                         

(2)    The Partnership records a provision for bad debts to provide for         
  estimated credit losses in the portfolio. This policy is based on an
   analysis of the aging of the Partnership's portfolio, a review of the
    non-performing receivables and leases, prior collection experience and
historical loss experience.                                       

(3)    Interim tax information is not available.                                

 B-6

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 TABLE III

 Operating Results of Prior Public Programs - Series B
 (unaudited)

The following table summarizes the operating results of Series B. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                           
                                                                March 31,            For the Years Ended December 31,   
                                                                ---------         --------------------------------------

                                                                  1998            1997           1996             1995  
                                                                  ----            ----           ----             ----  

                                                                                                                        
Revenue                                                      $    77,990      $   333,775     $   342,739    $   715,841
   Net gain on sales or remarketing                                                                                     
     of equipment                                                 21,164          228,875         176,924        480,681
                                                             -----------      -----------     -----------    -----------
   Gross revenue                                                  99,154          562,650         519,663      1,196,522

Less:                                                                                                                   
   Interest expense                                               21,765          106,868          45,619        182,419
   General and administrative                                      7,182           59,847         102,721        102,334
   Administrative expense reimbursement - General Partner          5,848           39,609          50,841         85,848
   Management fees - General Partner (4)                             -               -           (228,906)        84,811
   Depreciation expense                                              -               -               -            54,799
   Amortization of initial direct costs                              -               -                  4         33,433
   Provision for bad debts (2)                                       -               -               -            25,000
   Write down of estimated residual values (3)                       -               -               -              -   
                                                             -----------      -----------     -----------    -----------

Net income (loss) - GAAP                                     $    64,359      $   356,326     $   549,384    $   627,878
                                                             ===========      ===========     ===========    ===========

Net income (loss) - GAAP - allocable to                                                                                 
   limited partners                                          $    63,715      $   352,763     $   543,890    $   621,599
                                                             ===========      ===========     ===========    ===========

Taxable income from operations (1)                                (5)        $     44,995    $    740,381   $  2,363,289
                                                                             ============    ============   ============

Cash generated from operations                               $   382,639      $   879,014     $ 1,002,547    $   999,015
Cash generated from sales                                         22,335          544,232         600,737      2,148,030
Cash generated from refinancing                                  150,000        1,500,000               -           -   
                                                             -----------      -----------     -----------    -----------

Cash generated from operations, sales and                                                                               
   refinancing                                                   554,974        2,923,246       1,603,284      3,147,045

Less:                                                                                                                   
   Cash distributions to investors from operations,                                                                     
     sales and refinancing                                       449,550        1,798,200       1,798,200      1,799,763
   Cash distributions to General Partner from                                                                           
     operations, sales and refinancing                             4,540           18,164          18,164         18,180
                                                             -----------      -----------     -----------    -----------

Cash generated from (used by) operations, sales                                                                         
   and refinancing after cash distributions                  $   100,884      $ 1,106,882     $  (213,080)   $ 1,329,102
                                                             ===========      ===========     ===========    ===========


                                                            For the Years Ended December 31,                            
                                                            --------------------------------                            

                                                                  1994           1993                                   
                                                                  ----           ----                                   

                                                                                                                        
Revenue                                                       $ 1,327,962    $  2,526,762                               
   Net gain on sales or remarketing                                                                                     
     of equipment                                                 288,714         185,542                               
                                                              -----------    ------------                               
   Gross revenue                                                1,616,676       2,712,304                               

Less:                                                                                                                   
   Interest expense                                               612,643       1,285,458                               
   General and administrative                                     102,444         120,094                               
   Administrative expense reimbursement - General Partner         153,287          38,467                               
   Management fees - General Partner (4)                          151,316         517,107                               
   Depreciation expense                                           106,001         244,819                               
   Amortization of initial direct costs                           100,949         255,570                               
   Provision for bad debts (2)                                      -              20,000                               
   Write down of estimated residual values (3)                      -              -                                    
                                                              -----------    ------------                               

Net income (loss) - GAAP                                      $   390,036    $    230,789                               
                                                              ===========    ============                               

Net income (loss) - GAAP - allocable to                                                                                 
   limited partners                                           $   386,136    $    228,461                               
                                                              ===========    ============                               

Taxable income from operations (1)                            $   475,707     $   103,180                               
                                                              ===========     ===========                               

Cash generated from operations                                $   800,648    $  2,434,478                               
Cash generated from sales                                       3,443,168       1,129,325                               
Cash generated from refinancing                                         -          -                                    
                                                              -----------      ----------                               

Cash generated from operations, sales and                                                                               
   refinancing                                                  4,243,816       3,563,803                               

Less:                                                                                                                   
   Cash distributions to investors from operations,                                                                     
     sales and refinancing                                      1,800,000       2,466,667                               
   Cash distributions to General Partner from                                                                           
     operations, sales and refinancing                             18,182          24,917                               
                                                              -----------    ------------                               

Cash generated from (used by) operations, sales                                                                         
   and refinancing after cash distributions                   $ 2,425,634    $  1,072,219                               
                                                              ===========    ============                               


 B-7

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 TABLE III

 Operating Results of Prior Public Programs - Series B (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                          
                                                      March 31,            For the Years Ended December 31, 
                                                      ---------            -------------------------------- 

                                                        1998             1997            1996           1995
                                                        ----             ----            ----           ----

                                                                                                            
Tax data and distributions per $1,000 limited                                                               
   partner investment                                                                                       

Federal income tax results:                                                                                 
   Taxable income from operations (1)                       (5)      $      2.23    $     36.69   $    16.99
                                                                     ===========    ===========   ==========

Cash distributions to investors                                                                             
   Source (on GAAP basis)                                                                                   
     Investment income                             $       2.83      $     17.73    $     27.23    $   31.08
     Return of capital                             $      17.17      $     72.27    $     62.78    $   58.92

   Source (on Cash basis)                                                                                   
     -  Operations                                 $      17.02      $     44.00    $     50.18    $   49.96
     -  Sales                                      $        .99      $     27.24    $     30.07    $   40.04
     -  Refinancing                                $       1.98      $     18.76            -             - 
     -  Other                                                -               -      $      9.75           - 
         -                                                                                                  

Weighted average number of limited partnership                                                              
   ($100) units outstanding                            199,800          199,800         199,800      199,986
                                                   ===========       ==========     ===========    =========



                                                     For the Years Ended December 31,                       
                                                     --------------------------------                       

                                                             1994           1993                            
                                                             ----           ----                            

                                                                                                            
Tax data and distributions per $1,000 limited                                                               
   partner investment                                                                                       

Federal income tax results:                                                                                 
   Taxable income from operations (1)                $    23.55    $       5.11                             
                                                     ==========    ============                             

Cash distributions to investors                                                                             
   Source (on GAAP basis)                                                                                   
     Investment income                               $    19.31    $      11.42                             
     Return of capital                               $    70.69    $     111.91                             

   Source (on Cash basis)                                                                                   
     -  Operations                                   $    39.63    $     120.50                             
     -  Sales                                        $    50.37    $       2.83                             
     -  Refinancing                                         -            -                                  
     -  Other                                                            -                                  
         -                                                                                                  

Weighted average number of limited partnership                                                              
   ($100) units outstanding                             200,000         200,000                             
                                                     ==========     ===========                             


(1)    The difference between Net income (loss) - GAAP and Taxable income from  
    operations is due to different methods of calculating depreciation and
    amortization, the use of the reserve method for providing for possible
       doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                         

(2)    The Partnership records a provision for bad debts to provide for         
  estimated credit losses in the portfolio. This policy is based on an
   analysis of the aging of the Partnership's portfolio, a review of the
    non-performing receivables and leases, prior collection experience and
historical loss experience.                                       

(3)    The Partnership records a write down to its residual position if it has  
    been determined to be impaired. Impairment generally occurs for one of
     two reasons: (1) when the recoverable value of the underlying equipment
  falls below the Partnership's carrying value or (2) when the primary
    security holder has foreclosed on the underlying equipment in order to
satisfy the remaining lease obligation and the amount of proceeds 
     received by the primary security holder in excess of such obligation is
not sufficient to recover the Partnership's residual position.    

(4)    The Partnership's Reinvestment Period expired on November 15, 1995, five 
   years after the Final Closing Date. The General Partner distributed a
      Definitive Consent Statement to the Limited Partners to solicit approval
  of two amendments to the Partnership Agreement. As of March 20, 1996
       these amendments were agreed to and are effective from and after November
15, 1995. The amendments: (1) extend the Reinvestment Period for a
      maximum of four additional years and likewise delay the start and end of
       the Liquidation Period, and (2) eliminate the Partnership=s obligation to
 pay the General Partner $220,000 of the $347,000 accrued and unpaid
    management fees as of November 15, 1995, and any additional management
      fees which would otherwise accrue during the present Liquidation Period.
 The portion of the accrued and unpaid management fees that would be
       payable to the General Partner, or $127,000 ($347,000 less $220,000) will
 be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.                              

(5)    Interim tax information not available.                                   

 B-8

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 TABLE III

 Operating Results of Prior Public Programs - Series C
 (unaudited)

The following table summarizes the operating results of Series C. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                          Three Months Ended                                                 
                                                               March 31,                 For the Years Ended December 31,    
                                                               ---------            ---------------------------------------- 

                                                                 1998               1997            1996            1995     
                                                                 ----               ----            ----            ----     

                                                                                                                             
Revenues                                                     $   108,896         $   455,472    $   659,218      $   964,104 
  Net gain on sales or remarketing of equipment                   79,155             175,860        511,331           95,250 
                                                             -----------         -----------    -----------      ----------- 
  Gross revenue                                                  188,051             631,332      1,170,549        1,059,354 

Less:                                                                                                                        
  General and administrative                                      15,868              60,248         37,247          107,419 
  Administrative expense reimbursement - General Partner           8,622              59,126         93,494          130,482 
  Interest expense                                                     -               4,888         16,809          253,143 
  Management fees - General Partner                                    -            (471,463)        92,360          128,533 
  Amortization of initial direct costs                                 -                   -          6,912           38,892 
  Depreciation expense                                                 -                   -              -                - 
  Provision for/(reversal of) bad debt (2)                             -                   -              -                - 
  Write down of estimated residual values (3)                          -                   -              -                - 
                                                             -----------         -----------    -----------      ----------- 

Net income (loss) - GAAP                                     $   163,561         $   978,533    $   923,727      $   400,885 
                                                             ===========         ===========    ===========      =========== 

Net income (loss) - GAAP - allocable to limited partners     $   161,925         $   968,748    $   914,490      $   396,876 
                                                             ===========         ===========    ===========      =========== 

Taxable income (loss) from operations (1)                         (5)            $   274,376    $ 1,768,103      $  (649,775)
                                                                                 ===========    ===========      =========== 

Cash generated from operations                               $   533,143         $ 2,038,710    $ 1,987,290      $   391,072 
Cash generated from sales                                         92,979             621,621      1,289,421        3,058,969 
Cash generated from refinancing                                     -                   -             -                -     
                                                             -----------         -----------    -----------      ----------- 

Cash generated from operations, sales and                                                                                    
  refinancing                                                    626,122           2,660,331      3,276,711        3,450,041 

Less:                                                                                                                        
  Cash distributions to investors from operations,                                                                           
    sales and refinancing                                        445,921           1,784,993      1,786,992        1,796,363 
  Cash distributions to General Partner from                                                                                 
    operations, sales and refinancing                              4,504              18,030         18,050           18,144 
                                                             -----------         -----------    -----------      ----------- 

Cash generated from operations, sales and                                                                                    
  refinancing after cash distributions                       $   175,697         $   857,308    $ 1,471,669      $ 1,635,534 
                                                             ===========         ===========    ===========      =========== 



                                                              For the Years Ended December 31,                               
                                                             ----------------------------------                              

                                                                  1994            1993                                       
                                                                  ----            ----                                       

                                                                                                                             
Revenues                                                     $  1,775,547     $ 3,203,141                                    
  Net gain on sales or remarketing of equipment                   361,407         101,463                                    
                                                             ------------     -----------                                    
  Gross revenue                                                 2,136,954       3,304,604                                    

Less:                                                                                                                        
  General and administrative                                      104,307         133,274                                    
  Administrative expense reimbursement - General Partner          174,261          78,969                                    
  Interest expense                                                920,433       1,715,520                                    
  Management fees - General Partner                               171,135         695,662                                    
  Amortization of initial direct costs                            154,879         427,625                                    
  Depreciation expense                                            224,474         393,185                                    
  Provision for/(reversal of) bad debt (2)                        141,000         (90,000)                                   
  Write down of estimated residual values (3)                           -               -                                    
                                                             ------------     -----------                                    

Net income (loss) - GAAP                                     $    246,645     $   (49,631)                                   
                                                             ============     ===========                                    

Net income (loss) - GAAP - allocable to limited partners     $    244,000     $   (49,135)                                   
                                                             ============     ===========                                    

Taxable income (loss) from operations (1)                    $ (3,611,476)    $ 1,780,593                                    
                                                             ============     ===========                                    

Cash generated from operations                               $  2,854,887     $ 2,694,348                                    
Cash generated from sales                                       1,665,032       1,266,452                                    
Cash generated from refinancing                                     -               -                                        
                                                             ------------     -----------                                    

Cash generated from operations, sales and                                                                                    
  refinancing                                                   4,519,919       3,960,800                                    

Less:                                                                                                                        
  Cash distributions to investors from operations,                                                                           
    sales and refinancing                                       1,799,100       2,466,667                                    
  Cash distributions to General Partner from                                                                                 
    operations, sales and refinancing                              18,173          24,916                                    
                                                             ------------     -----------                                    

Cash generated from operations, sales and                                                                                    
  refinancing after cash distributions                       $  2,702,646     $ 1,469,217                                    
                                                             ============     ===========                                    


 B-9

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 TABLE III

 Operating Results of Prior Public Programs - Series C (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                              
                                                     March 31,                   For the Years Ended December 31,               
                                                     ---------     ----------------------------------------------------------   

                                                       1998        1997     1996            1995         1994            1993   
                                                       ----        ----     ----            ----         ----            ----   
                                                                                                                                
Tax data and distributions per $1,000 limited                                                                                   
  partner investment                                                                                                            

Federal income tax results:                                                                                                     
  Taxable income from operations (1)                    (5)    $  13.70   $   88.16    $   (32.24)    $   (178.86)   $    88.14 
                                                               ========   =========    ===========    ============   ========== 

Cash distributions to investors                                                                                                 
  Source (on GAAP basis)                                                                                                        
    Investment income                             $    32.68   $  48.85   $   46.06     $   19.87     $     12.21          -    
    Return of capital                             $    57.32   $  41.15   $   43.94     $   70.13     $     77.79    $   123.33 

  Source (on Cash basis)                                                                                                        
    -  Operations                                 $    90.00   $  90.00   $   90.00     $   19.59     $     90.00    $   123.33 
    -  Sales                                             -         -           -        $   70.41             -            -    
    -  Refinancing                                       -         -           -              -               -            -    
    -  Other                                             -         -           -              -               -            -    

Weighted average number of limited partnership                                                                                  
  ($100) units outstanding                           198,187    198,332     198,551       199,558         199,900       199,992 
                                                  ==========   ========   =========     =========     ===========    ===========


(1)  The difference between Net income (loss) - GAAP and Taxable income (loss)  
     from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(3)  The Partnership records a write down to its residual position if it has    
    been determined to be impaired. Impairment generally occurs for one of two
   reasons: (1) when the recoverable value of the underlying equipment falls
 below the Partnership's carrying value or (2) when the primary security
   holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the 
   primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.                          

(4)  The Partnership's Reinvestment Period expired on June 19, 1996, five years 
    after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two  
amendments to the Partnership Agreement. As of February 19, 1998 these
   amendments were agreed to and are effective from and after June 19, 1996.
  The amendments: (1) extend the Reinvestment Period for a maximum of four
   and one half additional years and likewise delay the start and end of the
   Liquidation Period, and (2) eliminate the Partnership's obligation to pay
    the General Partner $529,125 of the $634,125 accrued and unpaid management
     fees as of December 31, 1997 and any additional management fees which would
    otherwise accrue during the present Liquidation Period. The portion of the
 accrued and unpaid management fees that would be payable to the General
Partner or $105,000 ($634,125 less $529,125) will be returned to the  
Partnership in the form of an additional Capital Contribution by the  
General Partner.                                                      

(5)  Interim tax information not available.                                     

B-10

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 TABLE III

 Operating Results of Prior Public Programs - Series D
 (unaudited)

The following table summarizes the operating results of Series D. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                               
                                                                March 31,              For the Years Ended December 31,     
                                                                ---------        -------------------------------------------

                                                                  1998               1997           1996            1995    
                                                                  ----               ----           ----            ----    

                                                                                                                            
Revenues                                                     $   730,736         $ 3,084,705     $ 3,619,457    $ 3,270,722 
   Net gain on sales or remarketing of equipment                   6,854             452,706       2,391,683      1,931,333 
                                                             -----------         -----------     -----------    ----------- 
   Gross revenue                                                 737,590           3,537,411       6,011,140      5,202,055 

Less:                                                                                                                       
   Interest expense                                              239,598           1,121,197       1,651,940        621,199 
   Depreciation expense                                          152,750             356,417            -              -    
   Management fees - General Partner                             130,599             548,400         685,103        594,623 
   Administrative expense reimbursement - General Partner         71,978             271,829         301,945        257,401 
   General and administrative                                     48,002             199,751         217,378        273,663 
   Amortization of initial direct costs                           34,695             363,087         614,441        511,427 
   Provision for bad debts (3)                                      -                   -               -           150,000 
                                                             -----------         -----------     -----------    ----------- 

Net income - GAAP                                            $    59,968         $   676,730     $ 2,540,333    $ 2,793,742 
                                                             ===========         ===========     ===========    =========== 

Net income - GAAP - allocable to limited partners            $    59,368         $   669,963     $ 2,514,930    $ 2,765,805 
                                                             ===========         ===========     ===========    =========== 

Taxable income from operations (1)                                (4)            $ 3,483,507     $ 3,097,307    $ 1,641,323 
                                                                                 ===========     ===========    =========== 

Cash generated from operations                               $   346,598         $ 8,409,703     $ 1,621,624    $ 2,756,354 
Cash generated from sales                                        638,024           9,741,651      15,681,303      6,776,544 
Cash generated from refinancing                                     -              2,700,000       5,250,000      4,148,838 
                                                             -----------         -----------    -----------    -----------  

Cash generated from operations, sales and                                                                                   
   refinancing                                                   984,622          20,851,354      22,552,927     13,681,736 

Less:                                                                                                                       
   Cash distributions to investors from operations,                                                                         
     sales and refinancing                                     1,080,945           7,882,867       5,588,508      5,589,207 
   Cash distributions to General Partner from                                                                               
     operations, sales and refinancing                            10,919              79,648          56,450         56,457 
                                                             -----------         -----------     -----------    ----------- 

Cash generated from (used by) operations, sales and                                                                         
   refinancing after cash distributions                      $  (107,242)        $12,888,839     $16,907,969    $ 8,039,072 
                                                             ===========         ===========     ===========    =========== 


                                                              For the Years Ended December 31,                              
                                                              --------------------------------                              

                                                                   1994           1993                                      
                                                                   ----           ----                                      

                                                                                                                            
Revenues                                                       $ 3,661,321     $ 6,300,753                                  
   Net gain on sales or remarketing of equipment                 1,199,830         313,468                                  
                                                               -----------     -----------                                  
   Gross revenue                                                 4,861,151       6,614,221                                  

Less:                                                                                                                       
   Interest expense                                                652,196       1,261,312                                  
   Depreciation expense                                              4,167       1,144,609                                  
   Management fees - General Partner                               778,568         996,356                                  
   Administrative expense reimbursement - General Partner          337,867         423,387                                  
   General and administrative                                      412,655         184,604                                  
   Amortization of initial direct costs                            580,457         931,983                                  
   Provision for bad debts (3)                                     475,000         575,000                                  
                                                               -----------     -----------                                  

Net income - GAAP                                              $ 1,620,241     $ 1,096,970                                  
                                                               ===========     ===========                                  

Net income - GAAP - allocable to limited partners              $ 1,604,039     $ 1,086,000                                  
                                                               ===========     ===========                                  

Taxable income from operations (1)                             $ 2,612,427     $ 5,766,321                                  
                                                               ===========     ===========                                  

Cash generated from operations                                 $ 1,969,172     $ 6,330,281                                  
Cash generated from sales                                        9,054,589       5,143,299                                  
Cash generated from refinancing                                       -               -                                     
                                                               -----------     -----------                                  

Cash generated from operations, sales and                                                                                   
   refinancing                                                  11,023,761      11,473,580                                  

Less:                                                                                                                       
   Cash distributions to investors from operations,                                                                         
     sales and refinancing                                       5,596,503       5,600,000                                  
   Cash distributions to General Partner from                                                                               
     operations, sales and refinancing                              56,530          56,564                                  
                                                               -----------     -----------                                  

Cash generated from (used by) operations, sales and                                                                         
   refinancing after cash distributions                        $ 5,370,728     $ 5,817,016                                  
                                                               ===========     ===========                                  


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 TABLE III

 Operating Results of Prior Public Programs - Series D (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]

                                                Three Months Ended                                                               
                                                      March 31,                     For the Years Ended December 31,             
                                                      ---------         -------------------------------------------------------- 
                                                       1998             1997        1996      1995             1994        1993  
                                                       ----             ----        ----      ----             ----        ----  
                                                                                                                                 
Tax data and distributions per $1,000 limited                                                                                    
     partner investment                                                                                                          

Federal income tax results:                                                                                                      
     Taxable income from operations (1)                 (4)       $    86.40   $    76.82   $   40.70    $   64.71    $    142.72
                                                                  ==========   =========    =========    =========    ===========

Cash distributions to investors (2)                                                                                              
     Source (on GAAP basis)                                                                                                      
       Investment income                            $    5.49     $    16.79   $    63.00   $   69.28    $   40.13    $    27.15 
       Return of capital                                94.51     $   180.71   $    77.00   $   70.72    $   99.87    $   112.85 

     Source (on Cash basis)                                                                                                      
       -  Operations                                $   32.06     $  197.50    $    40.62   $   69.04    $   48.77    $    140.00
       -  Sales                                         59.02           -             $         99.38    $   70.96    $     91.23
       -  Refinancing                                                   -             -           -            -             -   
       -  Other                                         -8.91                         -           -            -             -   

Weighted average number of limited partnership                                                                                   
     ($100) units outstanding                         399,118        399,138      399,179     399,229      399,703        400,000
                                                    =========    ===========   ==========   =========    =========     ==========


(1)  The difference between Net income - GAAP and Taxable income from operations
   is due to different methods of calculating depreciation and amortization,
    the use of the reserve method for providing for possible doubtful accounts
   under GAAP and different methods of recognizing revenue on Direct Finance
Leases.                                                               

(2)  The program held its initial closing on September 13, 1991 and as of its   
final closing date on June 5, 1992 it had eighteen (18) additional    
  semi-monthly closings. Taxable income from operations per $1,000 limited
  partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.              

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

B-12

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 TABLE III

 Operating Results of Prior Public Programs-Series E
 (unaudited)

The following table summarizes the operating results of Series E. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                        Three Months Ended                                                         
                                                             March 31,                  For the Years Ended December 31,           
                                                             ---------        -----------------------------------------------------

                                                               1998               1997              1996               1995        
                                                               ----               ----              ----               ----        

                                                                                                                                   
Revenues                                                    $ 2,216,133       $ 6,401,873       $   7,907,175      $10,570,473     
   Net gain on sales or remarketing of equipment                270,346         1,209,420           1,942,041        1,610,392     
                                                            -----------       -----------       -------------      -----------     
   Gross revenue                                              2,486,479         7,611,293           9,849,216       12,180,865     

Less:                                                                                                                              
   Interest expense                                           1,019,133         2,471,045           2,957,534        4,377,702     
   Management fees - General Partner                            432,694           919,728           1,120,336        1,596,569     
   Administrative expense reimbursement - General Partner       208,970           486,253             563,107          784,775     
   Provision for bad debts (3)                                  200,000                 -             400,000          600,000     
   Amortization of initial direct costs                         173,973           461,620             887,960        1,530,505     
   Depreciation                                                 105,096           475,619           1,061,711        1,061,712     
   General and administrative                                    90,139           370,705             608,293          638,362     
   Minority interest in joint venture                            30,795            57,738               6,392            5,438     
                                                            -----------       -----------       -------------      -----------     

Net income - GAAP                                           $   225,679       $ 2,368,585       $   2,243,883      $ 1,585,802     
                                                            ===========       ===========       =============      ===========     

Net income - GAAP - allocable to limited partners           $   223,422       $ 2,344,899       $   2,221,444      $ 1,569,944     
                                                            ===========       ===========       =============      ===========     

Taxable income (loss) from operations (1)                        (4)          $   981,575       $  (3,280,008)     $ 1,700,386     
                                                            ===========       ===========       =============      ===========     

Cash generated from operations                              $ 4,759,343       $21,638,350       $  13,210,339      $ 8,768,414     
Cash generated from sales                                       580,586        15,313,194          10,358,637        7,419,261     
Cash generated from refinancing                               6,257,067        20,765,451          13,780,000        7,400,000     
                                                              =========        ==========          ==========        =========     

Cash generated from operations, sales and refinancing        11,596,996        57,716,995          37,348,976       23,587,675     

Less:                                                                                                                              
   Cash distributions to investors from operations,                                                                                
     sales and refinancing                                    1,939,210         7,768,316           7,771,164        7,773,082     
   Cash distributions to General Partner from operations,                                                                          
     sales and refinancing                                       19,588            78,468              78,496           78,512     
                                                            -----------       -----------       -------------      -----------     

Cash generated from operations, sales and refinancings                                                                             
  after cash distributions                                  $ 9,638,168       $49,870,211       $  29,499,316      $15,736,081     
                                                            ===========       ===========       =============      ===========     



                                                               For the Years Ended December 31,                                    
                                                               --------------------------------                                    

                                                                  1994               1993                                          
                                                                  ----               ----                                          
                                                                                                                                   
Revenues                                                       $10,946,254       $ 8,748,076                                       
   Net gain on sales or remarketing of equipment                   628,027         1,486,575                                       
                                                               -----------       -----------                                       
   Gross revenue                                                11,574,281        10,234,651                                       

Less:                                                                                                                              
   Interest expense                                              4,868,950         3,023,934                                       
   Management fees - General Partner                             1,547,509           949,468                                       
   Administrative expense reimbursement - General Partner          408,114           811,966                                       
   Provision for bad debts (3)                                      250,000        2,186,750                                       
   Amortization of initial direct costs                          1,840,714         1,667,212                                       
   Depreciation                                                    289,478            18,037                                       
   General and administrative                                      438,569           315,000                                       
   Minority interest in joint venture                                 -                  -                                         
                                                               -----------       ------------                                      

Net income - GAAP                                              $ 1,527,095       $ 1,499,573                                       
                                                               ===========       ===========                                       

Net income - GAAP - allocable to limited partners              $ 1,511,824       $ 1,484,577                                       
                                                               ===========       ===========                                       

Taxable income (loss) from operations (1)                      $ 2,793,029       $ 3,293,140                                       
                                                               ===========       ===========                                       

Cash generated from operations                                 $17,597,929       $18,415,294                                       
Cash generated from sales                                        6,492,842         9,416,909                                       
Cash generated from refinancing                                       -           38,494,983                                       
                                                                                 -----------                                       

Cash generated from operations, sales and refinancing           24,090,771        66,327,186                                       

Less:                                                                                                                              
   Cash distributions to investors from operations,                                                                                
     sales and refinancing                                       8,390,043         5,796,799                                       
   Cash distributions to General Partner from operations,                                                                          
     sales and refinancing                                          78,582            58,637                                       
                                                               -----------       -----------                                       

Cash generated from operations, sales and refinancings                                                                             
  after cash distributions                                     $15,622,146       $60,471,750                                       
                                                               ===========       ===========                                       


B-13

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 TABLE III

 Operating Results of Prior Public Programs-Series E (Continued)
 (unaudited)

                                                        [Enlarge/Download Table]


                                                                 Three Months Ended                                             
                                                                      March 31,               For the Year Ended December 31,   
                                                                      ---------        -----------------------------------------

                                                                        1998           1997        1996        1995             
                                                                        ----           ----        ----        ----             

                                                                                                                                
Tax and distribution data per $1,000 limited partner investment                                                                 

Federal Income Tax results:                                                                                                     
   Taxable income (loss) from operations (1)                                (4)    $   15.95   $   (53.28)   $  27.61           
                                                                                   =========   ==========    ========           

Cash distributions to investors (2)                                                                                             
   Source (on GAAP basis)                                                                                                       
     Investment income                                               $     14.69   $   38.49    $   36.45    $  25.75           
     Return of capital                                               $    112.81   $   89.01    $   91.05    $ 101.75           

Source (on cash basis)                                                                                                          
   - Operations                                                      $    127.50   $  127.50    $  127.50    $ 127.50           
   - Sales                                                                   -          -            -         -                
   - Refinancings                                                            -          -            -         -                
   - Other                                                                   -          -            -         -                

Weighted average number of limited partnership                                                                                  
($100) units outstanding                                                 608,381      609,211      609,503    609,650           
                                                                     ===========   ==========    =========    =======           



                                                                          For the Year Ended December 31,                       
                                                                        ---------------------------------                       
                                                                             1994           1993                                
                                                                             ----           ----                                

                                                                                                                                
Tax and distribution data per $1,000 limited partner investment                                                                 

Federal Income Tax results:                                                                                                     
   Taxable income (loss) from operations (1)                            $    45.32       $   66.54                              
                                                                        ==========       =========                              

Cash distributions to investors (2)                                                                                             
   Source (on GAAP basis)                                                                                                       
     Investment income                                                  $    24.78       $   30.32                              
     Return of capital                                                  $   112.74       $   88.06                              

Source (on cash basis)                                                                                                          
   - Operations                                                         $   137.52       $  118.38                              
   - Sales                                                                   -                 -                                
   - Refinancings                                                            -                 -                                
   - Other                                                                   -                 -                                

Weighted average number of limited partnership                                                                                  
($100) units outstanding                                                   610,080         489,966                              
                                                                         =========       =========                              


(1)  The difference between Net income - GAAP and Taxable income (loss) from    
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The program held its initial closing on July 6, 1992 and as of its final   
closing date of July 31, 1993 it had twenty-six (26) additional       
  semi-monthly closings. Taxable income from operations per $1,000 limited
  partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.              

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

B-14

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 TABLE III

 Operating Results of Prior Public Programs-L.P. Six
 (unaudited)

The following table summarizes the operating results of L.P. Six. The Program's 
records are maintained in accordance with Generally Accepted Accounting         
Principles ("GAAP") for financial statement purposes.                           

                                                        [Enlarge/Download Table]

                                                           Three Months Ended                                      
                                                                March 31,          For the Years Ended December 31,
                                                                ---------        ----------------------------------

                                                                  1998               1997           1996           
                                                                  ----               ----           ----           
                                                                                                                   
Revenues                                                      $ 1,488,286        $ 6,452,409     $ 9,238,182       
   Net gain on sales or remarketing of equipment                   94,149             58,523         338,574       
                                                              -----------        -----------     -----------       
   Gross revenue                                                1,582,435          6,510,932       9,576,756       

Less:                                                                                                              
   Interest expense                                               588,261          2,648,557       4,330,544       
   Management fees - General Partner                              254,169          1,092,714       1,333,394       
   Amortization of initial direct costs                           205,583          1,071,656       1,349,977       
   Depreciation                                                   159,480            745,275         848,649       
   Administrative expense reimbursement - General Partner         123,218            547,382         642,276       
   Provision for bad debts (3)                                    100,000            183,274         750,000       
   General and administrative                                      43,559            178,464         657,470       
   Minority interest in joint venture                               1,693              7,990          31,413       
                                                              -----------        -----------     -----------       

Net income (loss) - GAAP                                      $   106,472        $    35,620     $  (366,967)      
                                                              ===========        ===========     ===========       

Net income (loss) - GAAP - allocable to limited partners      $   105,407        $    35,264     $  (363,297)      
                                                              ===========        ===========     ===========       

Taxable income (loss) from operations (1)                            (4)         $(1,154,365)    $  (574,054)      
                                                                                 ===========     ===========       

Cash generated from operations                                $ 1,474,692        $12,075,547     $ 9,923,936       
Cash generated from sales                                         383,797          4,336,675       8,684,744       
Cash generated from refinancing                                      -             7,780,328       9,113,081       
                                                              -----------        -----------     -----------       

Cash generated from operations, sales and refinancing           1,858,489         24,192,550      27,721,761       

Less:                                                                                                              
   Cash distributions to investors from operations,                                                                
     sales and refinancing                                      1,022,275          4,102,940       4,119,354       
   Cash distributions to General Partner from operations,                                                          
     sales and refinancing                                         10,326             41,444          41,613       
                                                              -----------        -----------     -----------       

Cash generated from operations, sales and refinancing                                                              
   after cash distributions                                   $   825,888        $20,048,166     $23,560,794       
                                                              ===========        ===========     ===========       



                                                                For the Years Ended December 31,                   
                                                              ----------------------------------                   

                                                                  1995           1994                              
                                                                  ----           ----                              
                                                                                                                   
Revenues                                                      $ 6,622,180    $    203,858                          
   Net gain on sales or remarketing of equipment                  107,733           -                              
                                                              -----------    ------------                          
   Gross revenue                                                6,729,913         203,858                          

Less:                                                                                                              
   Interest expense                                             3,003,633           2,142                          
   Management fees - General Partner                              696,096           8,827                          
   Amortization of initial direct costs                           828,154          12,748                          
   Depreciation                                                   636,487           -                              
   Administrative expense reimbursement - General Partner         381,471           6,872                          
   Provision for bad debts (3)                                    570,000          63,500                          
   General and administrative                                     360,235          38,879                          
   Minority interest in joint venture                             177,769           -                              
                                                              -----------    ------------                          

Net income (loss) - GAAP                                      $    76,068    $     70,890                          
                                                              ===========    ============                          

Net income (loss) - GAAP - allocable to limited partners      $    75,307    $     70,181                          
                                                              ===========    ============                          

Taxable income (loss) from operations (1)                     $ 2,239,753    $     71,033                          
                                                              ===========    ============                          

Cash generated from operations                                $ 8,776,203    $    439,913                          
Cash generated from sales                                       1,016,807           -                              
Cash generated from refinancing                                33,151,416           -                              
                                                              -----------    ------------                          

Cash generated from operations, sales and refinancing          42,944,426         439,913                          

Less:                                                                                                              
   Cash distributions to investors from operations,                                                                
     sales and refinancing                                      2,543,783         311,335                          
   Cash distributions to General Partner from operations,                                                          
     sales and refinancing                                         25,694           3,145                          
                                                              -----------    ------------                          

Cash generated from operations, sales and refinancing                                                              
   after cash distributions                                   $40,374,949    $    125,433                          
                                                              ===========    ============                          


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 TABLE III

 Operating Results of Prior Public Programs-L.P. Six
 (unaudited)

                                                        [Enlarge/Download Table]


                                                Three Months Ended                                                      
                                                     March 31,                       For the Years Ended December 31,   
                                                     ---------          ----------------------------------------------- 

                                                       1998             1997           1996          1995          1994 
                                                       ----             ----           ----          ----          ---- 
                                                                                                                        
Tax data and distributions per $1,000 limited                                                                           
   partner investment                                                                                                   

Federal income tax results:                                                                                             
   Taxable income (loss) from operations (1)           (4)          $  (29.94)     $    (14.83)    $  85.13    $   22.15
                                                                    =========      ===========     ========    =========

Cash distributions to investors (2)                                                                                     
   Source (on GAAP basis)                                                                                               
      Investment income                             $   11.05       $     .86     $       -        $   2.89    $   22.10
      Return of capital                             $   96.45       $  106.64     $     107.50     $  94.78    $   75.94

   Source (on cash basis)                                                                                               
      - Operations                                  $  107.50       $  107.50     $     107.50     $  97.67    $   98.04
      - Sales                                            -               -                 -            -            -  
      - Refinancing                                      -               -                 -            -            -  
      - Other                                            -               -                 -            -            -  

Weighted average number of limited partnership                                                                          
   ($100) units outstanding                           380,379         381,687          383,196      260,453       31,755
                                                    =========       =========      ===========     ========      =======

(1)  The difference between Net income (loss) - GAAP and Taxable income (loss)  
     from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
   doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.                                             

(2)  The program held its initial closing on March 31, 1994. Taxable income from
     operations per $1,000 limited partner investment is calculated based on the
     weighted average number of limited partnership units outstanding during the
period.                                                               

(3)  The Partnership records a provision for bad debts to provide for estimated 
    credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing  
 receivables and leases, prior collection experience and historical loss
experience.                                                           

(4)  Interim tax information not available.                                     

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TABLE IV

Results of Completed Prior Public Programs
 (unaudited)

 No Prior Public Programs have completed
operations in the five years ended March 31, 1998.

B-17

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
Computers                          1988         1990          $32,352       $13,859        $16,955         $3,096          $1,064  
Office Copier                      1988         1990         $180,922       $52,504        $52,504             $0        ($30,400) 

Agriculture                        1988         1991          $19,032        $8,921         $7,225        ($1,696)        ($2,214) 
Computers                          1988         1991           $8,450            $0           $465           $465              $0  
Computers                          1989         1991         $363,540       $28,027        $56,077        $28,050         $14,962  
Telecommunications                 1990         1991         $827,804       $49,393             $0       ($49,393)             $0  
Medical                            1988         1991          $29,756            $0             $0             $0        ($10,626) 
Copiers                            1988         1991         $235,863            $0             $0             $0        ($18,115) 

Agriculture                        1988         1992          $61,200       $25,810        $24,152        ($1,658)             $0  
Computers                          1988         1992          $51,353            $0             $0             $0              $0  
Copiers                            1988         1992         $195,875            $0             $0             $0              $0  
Material Handling                  1988         1992          $78,321            $0             $0             $0              $0  
Medical                            1988         1992          $50,433       $15,250         $7,000        ($8,250)        $34,389  
Computers                          1989         1992          $41,058        $4,553         $6,606         $2,053        ($13,951) 
Copiers                            1989         1992          $81,913        $6,495         $6,495             $0          $1,114  
Office Equipment                   1989         1992          $81,986        $2,821        $12,298         $9,477        ($28,695) 
Computers                          1991         1992           $3,607        $3,196         $4,142           $946          $1,076  
Furniture And Fixtures             1992         1992           $4,325        $4,430         $4,390           ($40)            $65  

Computers                          1988         1993          $71,813            $0             $0             $0              $0  
Furniture                          1988         1993         $350,000            $0             $0             $0              $0  
Medical                            1988         1993         $221,191          $182         $2,382         $2,200          $2,341  
Agriculture                        1989         1993          $57,975        $2,050         $2,932           $882         ($1,724) 
Printing                           1989         1993         $126,900        $5,661         $7,800         $2,139        ($10,729) 
Reprographics                      1989         1993         $112,500          $115           $115             $0        ($12,079) 
Computers                          1990         1993          $79,043            $0             $0             $0              $0  
Reprographics                      1990         1993          $71,805        $8,391        $12,528         $4,137              $0  
Retail                             1990         1993         $198,513      ($32,916)       $67,894       $100,810              $0  
Video Production                   1990         1993         $341,796       $67,965       $161,615        $93,650         $24,507  
Computers                          1991         1993         $135,380        $6,540        $20,134        $13,594        ($50,622) 
Fixture                            1992         1993           $2,267        $1,635         $1,824           $189             $11  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
Telecommunications                 1992         1993          $20,000       $11,840        $11,200          ($640)        ($4,800) 
Video Production                   1992         1993           $3,362        $1,110           $592          ($518)        ($2,867) 
Manufacturing & Production         1993         1993          $22,660            $0             $0             $0              $0  

Agriculture                        1988         1994          $30,000          $288           $288             $0              $0  
Medical                            1988         1994          $46,050        $6,438         $6,438             $0              $0  
Computers                          1989         1994          $71,152        $6,942           $500        ($6,442)        ($1,449) 
Computers                          1991         1994         $156,552        $6,882        $16,611         $9,729        ($41,137) 
Material Handling                  1991         1994           $7,013        $1,973         $2,203           $230           ($604) 
Medical                            1991         1994          $40,556      ($11,278)        $1,460        $12,738            $375  
Fixture                            1992         1994           $3,396          $751           $845            $94         ($1,192) 
Manufacturing & Production         1992         1994          $17,103         ($199)            $0           $199         ($5,443) 
Furniture                          1993         1994          $26,868            $0             $0             $0              $0  
Manufacturing & Production         1993         1994          $27,096       $10,139        $11,054           $915              $0  
Agriculture                        1989         1994          $14,191          $350           $350             $0              $0  
Printing                           1993         1994          $24,112       $24,030        $27,061         $3,031              $0  

Computers                          1991         1995          $17,200          $173         $3,522         $3,349          $1,594  
Copiers                            1991         1995          $49,081        $7,350         $7,423            $73         ($3,044) 
Sanitation                         1991         1995          $21,452          $560         $4,818         $4,258          $3,010  
Agriculture                        1992         1995           $7,828          $462           $737           $275         ($1,901) 
Computers                          1993         1995          $64,391       $36,094         $5,863       ($30,231)             $0  
Manufacturing & Production         1993         1995          $28,557        $8,752         $8,912           $160              $0  
Retail                             1993         1995          $28,507           ($9)          $697           $706              $0  

Computers                          1991         1996          $35,618        $1,502        $20,150        $18,648         $19,571  
Copiers                            1991         1996         $117,238       $17,784        $32,380        $14,596         $28,006  
Material Handling                  1991         1996          $14,996          $843         $3,223         $2,380          $3,432  
Sanitation                         1991         1996          $35,854        $5,946         $5,649          ($297)         $5,260  
Fixture                            1992         1996          $18,452        $1,909         $1,909             $0         ($1,919) 
Computers                          1993         1996          $72,479         ($573)          $515         $1,088              $0  
Furniture                          1993         1996           $9,978           ($2)            $0             $2              $0  
Material Handling                  1993         1996          $11,824            $0             $0             $0              $0  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                              Total                                                      Federal   
             Type of             Year of       Year of     Acquisition     Net Book         Net            GAAP          Taxable   
            Equipment          Acquisition   Disposition    Cost (1)      Value (2)    Proceeds (3)    Gain (Loss)     Gain (Loss) 
-----------------------------  -----------  ------------- -------------  ------------  --------------  -------------  -------------
                                                                                                                                   
                                   1993         1996          $33,190          $400           $403             $3              $0  
Retail                             1993         1996          $44,673           ($5)            $0             $0              $0  
Sanitation                         1993         1996           $5,822            $0             $0             $0              $0  
Video Production                   1993         1996          $41,465       $12,099        $12,441           $342              $0  
Medical                            1994         1996          $12,166          $960         $2,000         $1,040         ($4,259) 

Computers                          1991         1997          $75,602        $4,349        $15,753        $11,403         $19,783  
Computers                          1993         1997          $39,593        $6,013             $0        ($6,013)             $0  
Retail                             1993         1997         $158,276       $16,960        $23,438        $23,423          $5,373  
Video                              1993         1997          $27,273            $0             $0             $0              $0  
Sanitation                         1996         1997           $3,571           $43         $1,380         $1,337              $0  

Computers                          1993         1998         $123,234            $0           $205           $205              (4) 
Manufacturing & Production         1993         1998         $110,906          $366           $706           $340              (4) 
Printing                           1993         1998          $33,033            $0           $776           $776              (4) 
Retail                             1993         1998          $43,805            $0             $7             $7              (4) 
Telecommunications                 1993         1998          $26,238          $591           $605            $14              (4) 
Video                              1993         1998          $16,975            $0             $0             $0              (4) 
Manufacturing & Production         1995         1998          $14,356            $0             $6             $6              (4) 

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                            Total                                                        Federal  
             Type of             Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
            Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
----------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                  
Manufacturing & Production         1990       1990          $31,129        $28,288         $34,142         $5,854        $3,013   
Mining                             1990       1990         $145,227       $120,804        $120,804             $0            $0   
Video Production                   1990       1990          $10,201         $8,006          $9,086         $1,080          $671   

Agriculture                        1989       1991           $5,986         $4,003              $0        ($4,003)           $0   
Computers                          1989       1991          $76,899        $52,134          $7,492       ($44,642)           $0   
Construction                       1989       1991          $48,299        $43,554          $7,784       ($35,770)      ($7,007)  
Copiers                            1989       1991           $7,469         $4,997             $16        ($4,981)           $0   
Environmental                      1989       1991          $10,609        $11,546              $0       ($11,546)           $0   
Furniture                          1989       1991          $86,965        $62,229         $19,339       ($42,890)           $0   
Manufacturing & Production         1989       1991          $55,125        $34,435         $12,807       ($21,628)           $0   
Medical                            1989       1991           $9,447         $7,643              $0        ($7,643)           $0   
Office Equipment                   1989       1991          $25,171        $24,586             $64       ($24,522)      ($1,985)  
Retail                             1989       1991           $4,405         $4,792              $0        ($4,792)           $0   
Sanitation                         1989       1991          $15,448        $17,983              $0       ($17,983)           $0   
Telecommunications                 1989       1991           $2,238             $0             $60            $60            $0   
Transportation                     1989       1991           $9,474        $10,801              $0       ($10,801)           $0   
Video Production                   1989       1991          $11,925         $1,762              $7        ($1,755)           $0   
Agriculture                        1990       1991          $35,245         $4,694              $0        ($4,694)      ($5,210)  
Computers                          1990       1991       $2,671,588       $601,346        $136,169      ($465,177)    ($476,397)  
Construction                       1990       1991          $64,544        $29,979         $24,379        ($5,600)      ($9,949)  
Copiers                            1990       1991          $30,699        $18,760            $911       ($17,849)           $0   
Environmental                      1990       1991          $14,658        $15,434              $0       ($15,434)           $0   
Fixture                            1990       1991          $29,510        $27,027            $808       ($26,219)           $0   
Furniture                          1990       1991          $53,420        $34,771          $3,598       ($31,173)      ($5,953)  
Manufacturing & Production         1990       1991         $526,568       $504,823        $226,978      ($277,845)     ($47,036)  
Material Handling                  1990       1991         $112,075        $59,977         $34,758       ($25,219)           $0   
Medical                            1990       1991          $93,771        $47,016              $0       ($47,016)     ($19,410)  
Mining                             1990       1991         $221,706             $0              $0             $0      ($82,375)  
Miscellaneous                      1990       1991          $29,443        $28,179              $0       ($28,179)           $0   
Office Equipment                   1990       1991          $44,560        $34,289            $760       ($33,529)           $0   
Restaurant                         1990       1991          $97,304        $45,062         $18,564       ($26,498)     ($24,787)  
Retail                             1990       1991          $43,751        $18,362          $9,230        ($9,132)     ($12,624)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Sanitation                        1990       1991         $171,345        $66,074         $77,146        $11,072      ($78,222)  
Telecommunications                1990       1991         $980,613       $119,372              $0      ($119,372)     ($11,618)  
Transportation                    1990       1991          $13,434        $13,858              $0       ($13,858)           $0   
Video Production                  1990       1991          $46,645        $26,631          $3,754       ($22,877)      $11,741   
Material Handling                 1991       1991         $109,115       $108,512        $113,482         $4,970            $0   

Agriculture                       1989       1992          $89,766        $19,058         $21,912         $2,854      ($12,999)  
Computers                         1989       1992          $60,747         $1,659          $2,593           $934            $0   
Copiers                           1989       1992          $79,556        $10,817         $10,839            $22       ($9,798)  
Furniture                         1989       1992          $35,512         $2,418          $2,911           $493            $0   
Manufacturing & Production        1989       1992         $117,236         $1,924          $1,936            $12            $0   
Material Handling                 1989       1992          $16,058           $670            $789           $119       ($7,845)  
Medical                           1989       1992          $31,701         $7,548          $1,967        ($5,580)           $0   
Office Equipment                  1989       1992          $19,981         $1,381          $1,427            $46            $0   
Printing                          1989       1992          $25,000         $3,510          $2,510        ($1,000)      ($8,247)  
Telecommunications                1989       1992          $18,779         $1,910          $2,012           $102            $0   
Video Production                  1989       1992          $21,849         $3,275          $3,283             $8            $0   
Agriculture                       1990       1992          $46,968         $2,847          $3,463           $617       ($4,451)  
Computers                         1990       1992       $3,872,456       $671,632        $342,387      ($329,245)  ($1,086,408)  
Construction                      1990       1992          $23,493         $1,229          $1,229             $0            $0   
Copiers                           1990       1992          $19,240         $2,165          $3,524         $1,358       ($8,884)  
Environmental                     1990       1992           $7,195         $1,164          $1,164             $0       ($4,683)  
Fixture                           1990       1992          $55,869         $7,661          $9,096         $1,436      ($34,594)  
Furniture                         1990       1992          $58,095         $7,193          $7,719           $525      ($26,836)  
Manufacturing & Production        1990       1992         $192,143        $47,665         $43,213        ($4,452)     ($45,657)  
Material Handling                 1990       1992         $104,852        $23,011          $7,775       ($15,236)     ($15,648)  
Medical                           1990       1992          $88,537        $12,382         $13,393         $1,011      ($38,945)  
Miscellaneous                     1990       1992           $4,999         $1,313          $1,236           ($77)      ($2,804)  
Office Equipment                  1990       1992       $1,203,666       $179,190          $2,513      ($176,678)      ($6,351)  
Printing                          1990       1992           $4,055           $787            $787             $0       ($2,487)  
Restaurant                        1990       1992          $83,624           $194          $6,850         $6,657      ($12,961)  
Retail                            1990       1992          $63,030        $35,999            $581       ($35,419)      ($1,296)  
Sanitation                        1990       1992         $200,642        $12,623         $13,101           $478      ($14,846)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Telecommunications                1990       1992          $64,899        $11,997          $4,965        ($7,032)     ($18,620)  
Transportation                    1990       1992           $7,610             $1              $1             $0            $0   
Video Production                  1990       1992          $18,558         $3,521          $4,302           $781       ($7,177)  
Furniture                         1991       1992          $25,909        $28,313              $0       ($28,313)           $0   
Manufacturing & Production        1991       1992          $51,311        $47,497         $57,487         $9,990            $0   
Material Handling                 1991       1992          $10,023        $10,462         $10,595           $133            $0   
Office Equipment                  1991       1992          $15,789             $0              $0             $0            $0   
Sanitation                        1991       1992          $18,840        $10,122         $10,516           $394            $0   

Agriculture                       1989       1993          $31,500         $4,370         $10,095         $5,725        $1,431   
Computers                         1989       1993          $93,554           $267            $661           $394            $0   
Copiers                           1989       1993         $168,679        $19,448         $23,072         $3,624      ($26,046)  
Furniture                         1989       1993         $116,287        $17,152         $19,536         $2,384       ($9,084)  
Manufacturing & Production        1989       1993          $14,804         $2,832          $3,541           $709            $0   
Material Handling                 1989       1993          $20,725             $0          $1,650         $1,650            $0   
Office Equipment                  1989       1993          $81,777           $990         $17,490        $16,500       ($4,999)  
Telecommunications                1989       1993           $2,524             $0              $0             $0            $0   
Video Production                  1989       1993          $22,321             $0              $0             $0            $0   
Agriculture                       1990       1993         $132,350        $11,556         $11,963           $407      ($42,903)  
Automotive                        1990       1993          $75,730        $45,795         $51,888         $6,093       ($3,043)  
Computers                         1990       1993       $1,069,393       $140,198        $164,423        $24,225     ($267,270)  
Construction                      1990       1993          $41,779         $5,058          $5,075            $17       ($9,774)  
Copiers                           1990       1993          $23,318         $3,058          $2,505          ($553)      ($7,670)  
Fixture                           1990       1993          $73,038        $10,235         $10,235             $0      ($22,303)  
Furniture                         1990       1993         $118,834        $11,204         $11,509           $305      ($10,168)  
Manufacturing & Production        1990       1993       $1,120,324       $139,342        $186,899        $47,557     ($271,929)  
Material Handling                 1990       1993         $210,922        $20,462         $29,157         $8,695      ($51,481)  
Medical                           1990       1993         $380,749        $56,711         $37,821       ($18,890)     ($68,880)  
Office Equipment                  1990       1993          $69,232         $8,695          $9,275           $580      ($18,731)  
Printing                          1990       1993           $6,061         $1,431          $1,050          ($381)      ($1,388)  
Reprographics                     1990       1993          $82,000         $8,200         $40,000        $31,800        $7,109   
Restaurant                        1990       1993         $121,682        $10,330         $11,517         $1,187      ($28,626)  
Retail                            1990       1993          $11,280           $813          $1,797           $984       ($2,806)  

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Sanitation                        1990       1993          $43,697         $5,148          $5,152             $4      ($10,588)  
Telecommunications                1990       1993         $278,193        $20,246         $22,616         $2,370      ($58,857)  
Miscellaneous                     1990       1993         $595,538       ($98,697)       $203,595       $302,292            $0   
Video Production                  1990       1993           $7,981           $374            $374             $0       ($1,484)  
Computers                         1991       1993         $248,090        $36,021         $36,834           $813       ($9,175)  
Construction                      1991       1993          $10,590           $869          $1,875         $1,006       ($4,480)  
Furniture                         1991       1993          $73,541           ($66)           $603           $669       ($7,311)  
Manufacturing & Production        1991       1993          $12,951             $0              $0             $0            $0   
Material Handling                 1991       1993          $43,408        $20,390         $23,147         $2,757       ($1,015)  
Medical                           1991       1993           $9,425         $5,708          $6,513           $805          $858   
Sanitation                        1991       1993          $37,743        $16,285         $15,506          ($779)           $0   
Computers                         1992       1993          $79,557        $38,668         $38,668             $0      ($36,961)  
Material Handling                 1992       1993          $30,692           $149          $6,578         $6,429      ($17,976)  

Computers                         1989       1994         $468,870       $109,719        $109,720             $1      $102,026   
Copiers                           1989       1994          $13,461            $30             $30             $0            $0   
Furniture                         1989       1994         $218,655        $79,000         $79,000             $0       $80,901   
Manufacturing & Production        1989       1994          $90,725           ($13)             $0            $13            $0   
Medical                           1989       1994          $97,017           $699          $1,141           $441            $0   
Office Equipment                  1989       1994           $2,796             $0            $126           $126            $0   
Printing                          1989       1994          $14,123             $0              $0             $0            $0   
Telecommunications                1989       1994          $10,950            ($2)           $127           $129            $0   
Agriculture                       1990       1994          $73,503        $11,518         $12,258           $740       ($3,345)  
Computers                         1990       1994       $3,937,366       $957,935        $959,231         $1,295      $367,292   
Construction                      1990       1994         $141,052        $16,265         $16,265             $0      ($14,659)  
Fixture                           1990       1994         $100,514        $10,959         $10,959             $0       ($6,640)  
Furniture                         1990       1994         $282,115        $89,792         $94,919         $5,127       $43,164   
Manufacturing & Production        1990       1994         $443,855       $121,619        $137,376        $15,757       ($8,207)  
Material Handling                 1990       1994         $411,986        $20,972         $20,972             $0      ($33,402)  
Medical                           1990       1994         $462,679        $42,572         $62,365        $19,792          $805   
Mining                            1990       1994       $9,631,966     $1,298,813      $1,298,813             $0     ($689,039)  
Office Equipment                  1990       1994          $34,402         $3,434          $3,434             $0       ($8,258)  
Reprographics                     1990       1994          $16,482         $4,547          $4,547             $0          $904   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Restaurant                        1990       1994         $297,355        $32,327         $33,776         $1,449      ($29,158)  
Retail                            1990       1994         $841,977       $440,914        $440,914             $0      $668,569   
Sanitation                        1990       1994           $7,147             $0              $0             $0            $0   
Telecommunications                1990       1994         $261,049        ($6,700)        $30,311        $37,011       $11,248   
Video Production                  1990       1994          $45,804         $5,357          $5,365             $8       ($4,684)  
Agriculture                       1991       1994          $15,633           $625            $629             $4            $0   
Computers                         1991       1994         $684,631        $59,296         $59,296             $0     ($213,947)  
Copiers                           1991       1994          $39,270         $2,598            $648        ($1,950)     ($15,152)  
Environmental                     1991       1994          $44,016           $864            $904            $41            $0   
Furniture                         1991       1994          $20,546           $906            $923            $17            $0   
Material Handling                 1991       1994          $66,497         $2,470          $2,642           $172       ($5,750)  
Medical                           1991       1994         $602,400       $306,415        $373,385        $66,970      $139,985   
Sanitation                        1991       1994          $83,638         $4,459          $4,634           $174            $0   
Telecommunications                1991       1994          $11,188           $898          $1,146           $248       ($3,419)  
Manufacturing & Production        1993       1994          $81,735           ($61)            $34            $95            $0   
Material Handling                 1993       1994           $6,578         $3,110          $3,600           $490            $0   
Sanitation                        1994       1994           $7,320             $0              $0             $0            $0   

Computers                         1989       1995          $24,831         $1,574             $13        ($1,561)           $0   
Manufacturing & Production        1989       1995          $11,262         $4,128              $0        ($4,128)           $0   
Computers                         1990       1995       $3,151,688       $784,267        $578,324      ($205,942)      $61,278   
Construction                      1990       1995         $397,553       $139,680         $93,172       ($46,508)       $2,914   
Copiers                           1990       1995          $26,920         $6,048             ($0)       ($6,048)           $0   
Furniture                         1990       1995          $64,010         $5,908          $4,760        ($1,148)       $5,171   
Material Handling                 1990       1995         $108,329         $7,629          $6,899          ($730)         ($15)  
Medical                           1990       1995         $919,987       $320,531        $260,980       ($59,551)      $56,955   
Manufacturing & Production        1990       1995         $846,718       $211,207        $244,937        $33,730      $243,103   
Office Equipment                  1990       1995          $38,014         $4,192          $2,111        ($2,081)       $1,950   
Reprographics                     1990       1995         $102,003             $1              $1             $0            $0   
Restaurant                        1990       1995          $63,437         $4,636          $1,896        ($2,740)         $897   
Retail                            1990       1995       $2,703,611       $349,429        $193,032      ($156,397)     $184,637   
Sanitation                        1990       1995          $58,070         $4,110          $1,738        ($2,372)       $1,518   
Video Production                  1990       1995           $3,404           $773              $0          ($773)           $0   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Agriculture                       1991       1995          $23,262         $7,034          $7,449           $415        $1,921   
Computers                         1991       1995       $2,712,345       $677,342        $648,479       ($28,863)     $126,108   
Construction                      1991       1995          $25,214         $1,539          $2,727         $1,188       ($2,122)  
Furniture                         1991       1995          $62,471        $16,192          $5,091       ($11,101)      ($4,400)  
Material Handling                 1991       1995          $34,473        $12,502         $12,105          ($397)           $0   
Manufacturing & Production        1991       1995         $132,184         $5,116         $50,110        $44,993       $27,132   
Office Equipment                  1991       1995          $48,350         $7,177          $9,506         $2,329       ($2,320)  
Restaurant                        1991       1995          $73,807         $3,637          $2,910          ($728)      ($1,107)  
Telecommunications                1991       1995          $52,499         $3,093          $7,262         $4,169       ($3,403)  
Audio                             1992       1995         $128,455        $98,566        $122,689        $24,123       $32,942   
Computers                         1992       1995          $76,900         $2,447         $15,248        $12,801      ($10,269)  
Furniture                         1992       1995         $188,807        $19,652         $19,652             $0      ($57,369)  
Telecommunications                1992       1995          $64,731        $47,017         $55,634         $8,616       $23,500   
Video Production                  1992       1995         $382,790       $247,199        $298,045        $50,846      $122,650   
Copiers                           1993       1995          $35,000             $0              $0             $0            $0   
Computers                         1994       1995       $1,043,007       $346,471        $739,181       $392,710      $661,239   
Furniture                         1994       1995         $204,779       $171,324        $181,605        $10,281            $0   
Medical                           1994       1995          $23,671         $2,015          $2,015             $0            $0   
Manufacturing & Production        1994       1995          $21,038        $17,225         $18,733         $1,509        $1,436   
Computers                         1995       1995          $17,231        $16,864          $2,383       ($14,481)           $0   

Telecommunications                1989       1996          $20,339             $0          $1,566         $1,566            $0   
Computers                         1990       1996       $1,056,724       $123,220         $88,594       ($34,626)      $94,675   
Fixtures                          1990       1996          $19,989         $1,285            $250        ($1,034)      ($1,034)  
Furniture                         1990       1996          $34,265        $10,881              $0       ($10,881)     ($10,881)  
Medical                           1990       1996          $49,882         $3,282            $332        ($2,949)      ($2,357)  
Manufacturing & Production        1990       1996          $72,805         $2,611          $1,588        ($1,023)       $3,342   
Printing                          1990       1996          $26,691           $728              $0          ($728)        ($728)  
Reprographics                     1990       1996          $77,770         $5,381          $1,037        ($4,345)           $0   
Retail                            1990       1996       $1,332,608       $149,542        $230,752        $81,210      $238,200   
Telecommunications                1990       1996          $71,300         $4,781            $895        ($3,886)           $0   
Computers                         1991       1996          $70,789         $2,113          $1,000        ($1,113)      ($1,113)  
Construction                      1991       1996          $24,724         $3,791          $3,857            $66        $2,506   

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997, 
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                        Federal  
             Type of            Year of      Year of    Acquisition      Net Book          Net            GAAP          Taxable  
           Equipment         Acquisition  Disposition    Cost (1)       Value (2)     Proceeds (3)    Gain (Loss)     Gain (Loss)
---------------------------  -----------  -----------  ------------  -------------  --------------  -------------  --------------
                                                                                                                                 
Furniture                         1991       1996         $281,079        $24,453         $28,755         $4,302        $3,424   
Material Handling                 1991       1996          $45,771         $7,124          $3,307        ($3,817)           $0   
Restaurant                        1991       1996          $16,013         $1,663          $2,152           $489        $1,976   
Video Production                  1991       1996          $56,632         $4,245          $4,245             $0          $538   
Printing                          1993       1996          $15,733         $3,714          $3,814           $100            $0   
Computers                         1994       1996          $21,284        $13,176              $0       ($13,176)     ($13,176)  
Fixtures                          1994       1996          $20,045             $0              $0             $0      ($14,238)  
Manufacturing & Production        1994       1996          $16,349         $6,081          $6,191           $109       ($7,085)  
Computers                         1995       1996          $36,894        $21,698              $0       ($21,698)     ($29,812)  
Fixtures                          1994       1996          $28,449        $25,882              $0       ($25,882)     ($25,882)  
Furniture                         1994       1996          $20,000             $0              $0             $0            $0   

Computers                         1990       1997          $84,679        $10,369              $0       ($10,369)           $0   
Computers                         1993       1997          $31,527         $1,238          $1,492           $254            $0   
Retail                            1993       1997       $1,811,259       $166,382        $231,762        $65,380     ($165,810)  
Computers                         1994       1997         $106,912           $689          $1,493           $804      ($41,957)  
Manufacturing & Production        1994       1997          $43,759         $2,460          $3,548         $1,089      ($15,221)  
Telecommunications                1994       1997          $64,781         $1,953          $3,990         $2,037      ($11,293)  
Computers                         1995       1997           $9,584             $0              $0             $0            $0   
Manufacturing & Production        1995       1997          $74,770             $0              $0             $0            $0   
Restaurant                        1995       1997          $12,030             $0              $0             $0       ($7,218)  
Video Production                  1995       1997          $27,067         $4,971              $0        ($4,971)           $0   
Computers                         1996       1997          $16,033        $15,371          $1,768       ($13,604)           $0   
Printing                          1996       1997          $48,047        $36,903         $42,713         $5,811            $0   

Computers                         1993       1998          $25,907             $0              $7             $7            (4)  
Manufacturing & Production        1993       1998          $26,401             $0              $8             $8            (4)  
Computers                         1995       1998          $59,354             $0              $1             $1            (4)  
Medical                           1995       1998          $30,287             $0              $0             $0            (4)  

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Agriculture                          1991         1991            $2,942             $0            $0            $0            $0 
Computers                            1991         1991            $1,389             $0           $31           $31           $31 
Construction                         1991         1991              $906           $102          $256          $154          $154 
Manufacturing & Production           1991         1991            $1,800           $328          $343           $15           $15 
Material Handling                    1991         1991            $1,383             $0          $269          $269          $269 
Office Equipment                     1991         1991            $1,233             $0            $0            $0            $0 
Printing                             1991         1991           $19,967             $0            $6            $6            $6 
Retail                               1991         1991            $6,714           $557          $639           $83           $83 
Sanitation                           1991         1991          $167,899       $168,591      $172,406        $3,815        $3,815 

Agriculture                          1991         1992            $7,013         $1,133          $300         ($834)        ($773)
Computers                            1991         1992          $451,724        $57,141       $55,313       ($1,828)     ($38,009)
Construction                         1991         1992          $233,875       $115,470      $119,943        $4,473      ($49,808)
Copiers                              1991         1992            $4,634        ($1,798)         $336        $2,134            $0 
Fixture                              1991         1992       $10,326,838     $1,421,047          $614   ($1,420,433)           $0 
Furniture                            1991         1992            $3,478             $1            $1            $0            $0 
Material Handling                    1991         1992           $25,677        $10,492       $11,432          $940       ($3,074)
Medical                              1991         1992           $12,817           $100          $100            $0      ($10,859)
Manufacturing & Production           1991         1992           $43,629        ($1,124)       $1,754        $2,878      ($32,166)
Office Equipment                     1991         1992            $8,342         $8,593        $3,261       ($5,332)           $0 
Printing                             1991         1992           $16,961           $790          $944          $154       ($9,907)
Restaurant                           1991         1992           $35,504        $22,369        $8,777      ($13,592)           $0 
Retail                               1991         1992          $118,527       $273,200       $10,583     ($262,617)     ($69,026)
Sanitation                           1991         1992          $253,845       $111,627      $115,785        $4,158            $0 
Telecommunications                   1991         1992           $12,916         $7,936        $9,356        $1,420       ($2,588)
Miscellaneous                        1991         1992           $53,827        $21,578       $13,932       ($7,646)       $1,797 

Agriculture                          1991         1993           $57,287         $7,456        $9,998        $2,542      ($18,745)
Automotive                           1991         1993            $6,266         $1,328        $1,427           $99       ($2,344)
Computers                            1991         1993        $1,051,652       $162,294      $207,909       $45,615     ($325,207)
Construction                         1991         1993          $464,100        $55,261       $78,501       $23,240      ($73,626)
Fixture                              1991         1993            $2,403             $0            $0            $0      ($15,392)
Furniture                            1991         1993           $99,455        $25,656       $15,551      ($10,105)    ($138,905)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Medical                              1991         1993        $1,313,194       $708,948      $710,991        $2,043      ($81,725)
Manufacturing & Production           1991         1993          $207,168        $25,494       $33,904        $8,410       ($2,771)
Office Equipment                     1991         1993           $50,397        $10,621       $11,360          $739      ($12,948)
Printing                             1991         1993           $23,682           $425        $1,500        $1,075            $0 
Reprographics                        1991         1993            $3,898           $464          $464            $0      ($12,279)
Restaurant                           1991         1993           $52,281         $8,374       $11,424        $3,050      ($45,442)
Retail                               1991         1993          $107,672         $6,184       $14,538        $8,354       ($5,137)
Sanitation                           1991         1993          $369,044        $58,844       $72,766       $13,922       ($3,854)
Telecommunications                   1991         1993           $13,462           $609          $995          $386       ($1,686)
Transportation                       1991         1993            $3,762           $271          $612          $341            $0 
Construction                         1992         1993           $14,788          ($961)           $0          $961            $0 
Retail                               1992         1993            $4,093          ($139)         $396          $535       ($2,058)

Agriculture                          1991         1994           $37,987        $10,692       $14,276        $3,584       ($1,742)
Automotive                           1991         1994           $54,591           $161          $190           $29            $0 
Computers                            1991         1994        $3,845,015       $145,861      $176,290       $30,428     ($761,570)
Construction                         1991         1994          $144,438         $8,068       $10,874        $2,806       ($2,060)
Copiers                              1991         1994            $2,041            ($0)          $89           $89            $0 
Environmental                        1991         1994          $213,173        $94,203      $123,051       $28,848      ($38,471)
Fixture                              1991         1994          $234,136        $31,188       $32,228        $1,040      ($64,973)
Furniture                            1991         1994          $544,084       ($33,508)      $42,733       $76,241     ($111,133)
Material Handling                    1991         1994           $27,610         $9,861       $12,180        $2,320       ($8,523)
Medical                              1991         1994          $166,398         $1,386       $15,777       $14,391          $490 
Manufacturing & Production           1991         1994          $351,497        $31,295       $56,139       $24,844      ($79,430)
Office Equipment                     1991         1994           $30,245             $0          $126          $125            $0 
Printing                             1991         1994        $1,066,789       $210,962      $210,962            $0     ($222,154)
Restaurant                           1991         1994           $70,707          ($339)         $796        $1,136      ($10,709)
Retail                               1991         1994        $1,381,039       $152,323      $153,469        $1,146     ($361,934)
Sanitation                           1991         1994          $173,772         $2,892        $4,374        $1,482            $0 
Telecommunications                   1991         1994          $277,162        ($2,629)      $13,384       $16,013      ($57,036)
Video                                1991         1994            $8,139            ($1)         $327          $328            $0 
Fixture                              1992         1994           $15,450         $1,223        $1,552          $328       ($8,169)
Manufacturing & Production           1992         1994          $122,247        $21,475       $31,910       $10,435      ($37,107)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Furniture                            1994         1994           $65,659        $69,225       $73,420        $4,195            $0 

Computers                            1991         1995       $14,393,689     $1,892,673    $1,681,499     ($211,174)     ($60,114)
Construction                         1991         1995          $238,913        $14,433       $27,420       $12,987     ($149,560)
Copiers                              1991         1995           $39,507         $3,456        $4,077          $621       $13,504 
Fixtures                             1991         1995          $804,453       $113,148       $89,760      ($23,388)     ($16,463)
Furniture                            1991         1995          $603,534        $29,758       $76,781       $47,023            $0 
Medical                              1991         1995        $3,713,348     $1,692,752    $2,084,752      $392,000     ($260,046)
Manufacturing & Production           1991         1995        $3,123,635       $917,619      $768,141     ($149,478)  ($1,022,443)
Office Equipment                     1991         1995          $347,197        $17,431       $17,435            $5       ($3,502)
Retail                               1991         1995        $1,765,207       $206,416      $117,745      ($88,670)     $854,893 
Sanitation                           1991         1995           $26,224         $6,541         ($655)      ($7,196)           $0 
Telecommunications                   1991         1995          $373,595        $37,285       $38,143          $858     ($103,967)
Video Production                     1991         1995          $192,070         $4,450       $23,511       $19,062       $55,805 
Furniture                            1993         1995           $54,942        $42,999       $23,436      ($19,562)              
Material Handling                    1993         1995           $46,931        $13,325       $13,753          $428            $0 
Restaurant                           1994         1995          $436,966       $379,595      $411,179       $31,584      ($17,421)
Retail                               1994         1995           $35,025        $10,101       $10,120           $19               
Telecommunications                   1994         1995           $19,591        $11,665        $1,542      ($10,123)     ($13,275)
Fixtures                             1995         1995           $25,958        $26,768       $26,866           $99               

Agriculture                          1991         1996            $7,362           $365            $0         ($365)        ($365)
Computers                            1991         1996        $3,287,984       $417,743      $317,557     ($100,185)     $469,256 
Fixtures                             1991         1996          $142,743         $1,011            $0       ($1,011)      ($1,011)
Furniture                            1991         1996        $1,670,320      ($155,540)      $83,650      $239,190      $303,948 
Medical                              1991         1996        $2,023,960       $774,664      $377,555     ($397,109)     $459,686 
Manufacturing & Production           1991         1996          $160,029         $4,540        $1,849       ($2,691)        ($812)
Restaurant                           1991         1996           $85,715          ($780)       $7,296        $8,077       $11,319 
Retail                               1991         1996           $71,310         $8,481        $1,150       ($7,331)       $1,390 
Sanitation                           1991         1996            $4,363           $433            $0         ($433)        ($433)
Telecommunications                   1991         1996           $95,843         $6,362        $9,248        $2,886        $7,641 
Transportation                       1991         1996          $815,481        $30,308       $85,288       $54,980       $86,899 
Video                                1991         1996          $180,577         $3,186       $12,790        $9,604       $17,915 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Automotive                           1992         1996           $97,543        $11,860       $12,140          $278            $0 
Environmental                        1992         1996          $157,907         $3,659        $8,533        $4,874      ($11,597)
Retail                               1992         1996           $53,003         $3,147        $3,897          $750            $0 
Telecommunications                   1992         1996          $362,250       ($28,983)       $4,851       $33,834      ($21,366)
Manufacturing & Production           1993         1996           $16,123             $0            $0            $0            $0 
Computers                            1994         1996           $18,698           $216          $441          $255      ($11,060)
Construction                         1994         1996           $14,015         $1,020        $1,020            $0            $0 
Medical                              1994         1996           $18,685        $15,364        $3,000      ($12,364)      ($9,364)
Manufacturing & Production           1994         1996           $35,203             $0            $0            $0      ($21,180)
Office Equipment                     1994         1996           $17,293           $596          $596            $0            $0 
Telecommunications                   1994         1996            $4,820             $0            $0            $0            $0 

Computer                             1991         1997            $5,327            $94        $3,865        $3,771        $4,461 
Medical                              1991         1997        $2,499,782       $258,686      $258,686            $0      $258,686 
Retail                               1991         1997           $30,855             $0        $2,500        $2,500        $3,475 
Retail                               1992         1997           $97,767             $1           $79           $78            $0 
Sanitation                           1992         1997          $147,542             $0        $1,640        $1,640            $0 
Video Production                     1992         1997           $66,253        $11,586       $12,305          $719        $3,869 
Computers                            1993         1997           $21,303             $0           $11           $11            $0 
Manufacturing & Production           1993         1997           $36,069            ($0)         $736          $736            $0 
Restaurant                           1993         1997           $25,794           $784        $1,400          $616            $0 
Retail                               1993         1997        $1,442,919       $134,489      $182,728       $48,239     ($136,145)
Automotive                           1994         1997           $16,431         $5,412        $6,561        $1,149         ($376)
Computers                            1994         1997           $24,615         $1,159        $1,350          $191       ($4,988)
Fixtures                             1994         1997           $16,090           $872          $726         ($146)      ($5,244)
Furniture                            1994         1997           $12,814         $2,514            $0       ($2,514)           $0 
Manufacturing & Production           1994         1997           $86,687            $26        $1,462        $1,436      ($26,470)
Material Handling                    1994         1997           $15,324             $0          $242          $242       ($5,888)
Medical                              1994         1997          $485,541        $43,278       $31,102      ($12,176)      $12,051 
Telecommunications                   1994         1997           $28,364         $1,496        $2,201          $705       ($9,751)
Manufacturing & Production           1995         1997           $25,764           $323        $1,349        $1,025            $0 
Restaurant                           1995         1997           $15,364            ($0)           $0            $0       ($9,219)
Telecommunications                   1995         1997           $34,104        $22,816            $0      ($22,816)           $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,   
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                                Total                                                    Federal  
             Type of               Year of       Year of     Acquisition      Net Book         Net          GAAP        Taxable   
            Equipment            Acquisition   Disposition    Cost (1)       Value (2)     Proceeds (3)  Gain (Loss)   Gain (Loss)
-------------------------------  -----------  ------------  --------------  -------------  ------------  -----------  ------------
                                                                                                                                  
Audio                                1996         1997           $46,335             $0            $0            $0            $0 
Auto                                 1996         1997           $19,219           $602        $2,799        $2,197            $0 
Computers                            1996         1997           $81,936        $30,716       $32,590        $1,873            $0 
Restaurant                           1996         1997           $14,346        $13,996       $16,964        $2,968            $0 
Telecommunications                   1996         1997           $50,797           $886          $886            $0            $0 

Construction                         1991         1998           $13,317         $1,046        $1,244          $198            (4)
Fixtures                             1994         1998           $27,381         $2,281        $3,432        $1,152            (4)
Computers                            1995         1998           $19,695             $0          $708          $708            (4)
Manufacturing & Production           1995         1998           $36,284             $0            $0            $0            (4)
Restaurant                           1995         1998           $24,039             $0           $46           $46            (4)
Auto                                 1996         1998           $22,278             $0        $2,245        $2,245            (4)
Computers                            1996         1998           $14,663             $0          $894          $894            (4)
Video Production                     1996         1998            $8,487             $0            $0            $0            (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Medical                           1991         1992           $48,364             $0              $0            $0           $0 
Medical                           1992         1992          $422,800       $406,812        $180,617     ($226,195)    ($21,855)
Manufacturing & Production        1992         1992          $922,806             $0              $0            $0           $0 
Telecommunications                1991         1992            $2,965         $3,153              $0       ($3,153)          $0 
Telecommunications                1992         1992            $9,287         $2,960         $19,223       $16,262       $9,564 
Video Production                  1992         1992           $66,253             $0              $0            $0           $0 

Medical                           1991         1993        $1,473,719       $767,962        $767,962            $0    ($367,414)
Manufacturing & Production        1991         1993          $729,750       $554,748        $690,006      $135,258     $230,288 
Restaurant                        1991         1993           $10,967         $9,300         $12,098        $2,798       $5,185 
Computers                         1992         1993          $804,823        $52,481         $51,141       ($1,340)    ($28,781)
Construction                      1992         1993            $4,788         $1,071          $1,076            $5      ($2,902)
Copiers                           1992         1993            $3,464         $1,071          $1,072            $1      ($1,699)
Furniture                         1992         1993           $38,333           $847          $4,245        $3,398     ($26,422)
Manufacturing & Production        1992         1993        $1,659,018       $235,971        $239,336        $3,365    ($108,394)
Material Handling                 1992         1993            $4,261         $1,826          $1,826            $0      ($1,617)
Medical                           1992         1993        $1,053,825       $421,329        $499,671       $78,342    ($312,299)
Office Equipment                  1992         1993            $7,692           $968          $2,919        $1,951      ($3,263)
Sanitation                        1992         1993            $9,167         $1,457          $1,457            $0      ($6,364)
Telecommunications                1992         1993          $210,033        $97,163         $97,355          $192    ($118,167)
Medical                           1993         1993          $190,018        $27,839         $31,758        $3,919     ($15,146)

Computers                         1991         1994        $5,918,285     $1,988,610      $1,988,610            $0     $364,917 
Medical                           1991         1994        $4,337,672     $1,324,650      $1,325,089          $440     $275,632 
Manufacturing & Production        1991         1994          $564,133       $135,237        $139,295        $4,058      ($4,466)
Mining                            1991         1994        $6,882,703     $1,911,959      $1,911,959            $0    ($335,688)
Telecommunications                1991         1994            $4,457             $0            $207          $207           $0 
Agriculture                       1992         1994           $14,661           $308            $392           $84      ($5,218)
Automotive                        1992         1994            $2,180           $596            $596            $0        ($752)
Computers                         1992         1994        $1,742,271       $515,871        $517,638        $1,767    ($202,085)
Construction                      1992         1994            $6,320         $1,583          $1,511          ($72)       ($575)
Copiers                           1992         1994           $27,272         $3,088          $3,088            $0      ($6,206)
Environmental                     1992         1994           $18,502         $3,377          $3,334          ($43)     ($8,169)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                      Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP         Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)    Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------    -----------
                                                                                                                                 
Fixtures                          1992         1994           $30,123         $4,000          $4,966          $966            $0 
Furniture                         1992         1994          $128,339        $33,457         $34,909        $1,452      ($45,840)
Material Handling                 1992         1994        $1,292,595     $1,131,118      $1,129,165       ($1,953)      ($7,118)
Medical                           1992         1994        $2,243,134       $607,899        $713,599      $105,700     ($627,651)
Manufacturing & Production        1992         1994          $160,816        $85,334         $89,861        $4,527      ($30,668)
Office Equipment                  1992         1994           $15,083         $3,869          $3,866           ($3)      ($5,979)
Photography                       1992         1994            $3,696           $747            $747            $0       ($1,651)
Printing                          1992         1994           $12,680           $728            $728            $0       ($2,409)
Restaurant                        1992         1994           $85,349         $4,717          $3,740         ($977)      ($7,665)
Retail                            1992         1994           $14,260         $1,686          $1,686            $0       ($3,106)
Sanitation                        1992         1994            $2,333           $707            $707            $0            $0 
Telecommunications                1992         1994           $10,655         $3,409          $3,569          $160       ($3,119)
Transportation                    1992         1994            $2,452           $716            $442         ($274)      ($1,046)
Video Production                  1992         1994            $6,320         $2,055          $1,755         ($301)      ($2,283)
Medical                           1993         1994           $99,286        $21,595         $21,772          $178            $0 
Restaurant                        1994         1994          $287,433       $276,973        $296,218       $19,245            $0 

Computers                         1991         1995           $54,716         $6,105          $8,769        $2,664       $66,761 
Fixtures                          1991         1995           $20,592         $6,858            $466       ($6,391)      ($5,577)
Furniture                         1991         1995          $671,313       $182,750        $320,524      $137,774       ($6,770)
Medical                           1991         1995        $4,238,594       $737,052        $700,553       $17,535      ($71,628)
Manufacturing & Production        1991         1995           $27,177         $1,358              $0       ($1,358)      ($1,358)
Retail                            1991         1995          $130,096        $31,986         $65,301       $33,315       ($1,749)
Sanitation                        1991         1995           $74,519         $8,525         $40,968       $32,443       ($3,429)
Agriculture                       1992         1995           $61,210        $12,058         $12,959        $1,475      ($15,540)
Audio                             1992         1995           $15,467         $2,721              $0       ($1,964)      ($1,964)
Automotive                        1992         1995           $21,561        $11,527             ($0)      ($1,840)      ($1,840)
Computers                         1992         1995          $212,151        $24,123         $20,948       ($2,754)     ($21,058)
Construction                      1992         1995           $39,933         $7,207          $6,398            $0           $38 
Fixtures                          1992         1995           $18,898         $2,668          $2,668            $0         ($432)
Furniture                         1992         1995           $12,485         $1,209              $0       ($1,209)      ($1,209)
Material Handling                 1992         1995        $2,697,355     $3,586,072      $3,969,642    $1,139,585     ($724,447)
Medical                           1992         1995        $3,348,398       $714,943        $494,343     ($220,601)  ($1,322,760)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Manufacturing & Production        1992         1995        $1,101,940       $268,754        $269,476        $4,782     ($67,950)
Office Equipment                  1992         1995            $2,469             $0            $198          $198           $0 
Restaurant                        1992         1995           $21,586         $3,710          $3,732           $22           $0 
Retail                            1992         1995          $160,369        $29,643         $26,957        $1,227        ($751)
Sanitation                        1992         1995            $6,460         $1,545          $1,497          ($48)          $0 
Telecommunications                1992         1995          $224,337        $37,338         $70,923       $33,585        ($718)
Video Production                  1992         1995           $95,387        $25,897         $30,829        $5,442        ($428)
Medical                           1993         1995          $426,311             $0              $0            $0           $0 
Material Handling                 1993         1995           $26,836        $19,079              $0      ($19,079)    ($19,078)
Agriculture                       1994         1995           $16,304         $9,913         $10,262          $348           $0 
Computers                         1994         1995           $16,175        $15,485              $0      ($15,485)    ($15,485)
Medical                           1994         1995           $30,222         $5,772          $8,996        $3,225           $0 
Manufacturing & Production        1994         1995           $17,817        $14,606         $15,678        $1,072           $0 
Restaurant                        1994         1995          $312,000       $247,116        $271,401       $24,285           $0 
Medical                           1995         1995           $10,146         $1,999          $2,000            $1           $0 

Computers                         1991         1996           $16,882            ($2)           $105          $107           $0 
Fixtures                          1991         1996           $25,308         $1,210          $3,244        $2,034       $4,404 
Printing                          1991         1996           $20,891           ($95)           $556          $650       $1,280 
Audio                             1992         1996           $16,137         $1,887          $1,905           $18      ($1,367)
Automotive                        1992         1996           $33,805         $5,441          $2,000       ($3,441)       ($722)
Computers                         1992         1996          $280,451        $31,923         $10,348      ($21,575)    ($20,806)
Construction                      1992         1996           $50,624         $5,797          $6,467          $670      ($1,915)
Copiers                           1992         1996           $11,160         $1,449              $0       ($1,449)       ($845)
Environmental                     1992         1996            $6,810           $936              $0         ($936)          $0 
Fixtures                          1992         1996           $99,216        $11,745         $20,000        $8,255      ($1,825)
Furniture                         1992         1996           $20,459         $3,706              $0       ($3,706)        ($70)
Material Handling                 1992         1996       $20,615,957    $10,585,846     $12,476,033    $1,891,187     $303,725 
Medical                           1992         1996        $2,462,850       $252,786        $243,792       ($8,994)   ($167,648)
Manufacturing & Production        1992         1996        $1,414,399       $117,455         $59,071      ($58,384)    ($74,762)
Office Equipment                  1992         1996           $60,154         $9,886          $9,300         ($586)       ($531)
Photography                       1992         1996            $7,252         $1,286              $0       ($1,286)          $0 
Printing                          1992         1996           $16,757         $2,390              $0       ($2,390)     ($2,390)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Restaurant                        1992         1996          $108,729        $13,773          $6,318       ($7,455)     ($3,765)
Retail                            1992         1996           $14,165           $609            $768          $159           $0 
Sanitation                        1992         1996           $44,503         $6,313          $4,821       ($1,491)     ($5,206)
Telecommunications                1992         1996          $427,770        $44,812        $157,751      $112,939      $72,457 
Video Production                  1992         1996           $21,426         $3,259          $2,455         ($804)          $0 
Medical                           1993         1996          $133,170         $4,221         $61,949       $57,728       $6,191 
Manufacturing & Production        1993         1996           $36,441          ($484)             $0          $484           $0 
Office Equipment                  1993         1996           $24,195            ($4)             $0            $4           $0 
Telecommunications                1993         1996           $24,949            ($4)           $881          $885           $0 
Computers                         1994         1996          $252,860         $4,417         $58,071       $53,654      $14,037 
Fixtures                          1994         1996           $12,057             $0            $781          $781      ($6,175)
Furniture                         1994         1996           $27,035        $23,539         $26,106        $2,567       $5,735 
Restaurant                        1994         1996           $16,307        $13,051          $4,750       ($8,301)     ($8,301)
Telecommunications                1994         1996           $15,157        $10,262         $11,572        $1,310      ($7,857)
Computers                         1995         1996            $6,916           $201            $750          $549      ($4,753)
Fixtures                          1995         1996           $15,241         $9,204          $9,796          $593           $0 
Medical                           1995         1996            $6,162         $1,353             $19            $0           $0 
Manufacturing & Production        1995         1996           $26,538        $25,942              $0      ($25,942)    ($25,942)
Restaurant                        1995         1996          $508,782       $434,244        $487,909       $53,665           $0 
Manufacturing & Production        1996         1996           $51,625        $44,861         $48,959        $4,098           $0 

Medical                           1991         1997        $1,149,504       $276,606         $96,118            $0     $188,884 
Automotive                        1992         1997           $24,515         $4,367          $3,040       ($1,328)      $1,981 
Computers                         1992         1997          $347,614        $11,917         $19,814        $7,898      $36,824 
Copiers                           1992         1997            $9,748           $976            $976            $0         $850 
Fixture                           1992         1997          $104,162             $0              $0            $0           $0 
Furniture                         1992         1997           $32,575         $5,708          $2,170       ($3,538)      $1,208 
Manufacturing & Production        1992         1997          $141,478        $11,341          $7,043       ($4,298)      $6,046 
Medical                           1992         1997          $954,760       $103,649        $109,333        $6,185      $84,846 
Printing                          1992         1997           $85,513         $7,321          $5,849       ($1,472)      $5,523 
Retail                            1992         1997          $362,443        $60,710         $84,800       $24,090      $79,536 
Sanitation                        1992         1997           $32,997         $3,983              $0       ($3,983)         ($0)
Telecommunications                1992         1997           $18,803         $2,524              $0       ($2,524)          $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Video Production                  1992         1997           $20,356         $3,472          $3,494           $22       $2,691 
Computers                         1993         1997           $39,800         $7,443          $7,997          $554           $0 
Fixture                           1993         1997           $79,718         $3,455          $3,455            $0     ($12,386)
Furniture                         1993         1997           $23,436             $0          $1,307        $1,307           $0 
Manufacturing & Production        1993         1997           $77,698           $421          $9,876        $9,455       $1,527 
Restaurant                        1993         1997           $17,005            ($3)             $0            $3           $0 
Retail                            1993         1997           $42,786         $5,800             $32       ($5,769)          $0 
Telecommunications                1993         1997           $76,929         $2,509          $2,622          $113           $0 
Video Production                  1993         1997          $233,785        $52,954         $32,076      ($20,879)          $0 
Computers                         1994         1997          $125,746         $3,499          $8,344        $4,845     ($14,285)
Fixture                           1994         1997           $90,785         $6,445          $9,149        $2,704     ($33,609)
Manufacturing & Production        1994         1997           $13,760           $962          $1,381          $419      ($3,712)
Restaurant                        1994         1997           $51,400           $488          $2,198        $1,710     ($18,580)
Retail                            1994         1997        $1,501,983       $319,666        $256,568            $2    ($295,191)
Telecommunications                1994         1997           $56,505           $546          $1,770        $1,224      ($8,729)
Computers                         1995         1997        $1,754,928       $299,886        $568,598        $1,619     $983,173 
Manufacturing & Production        1995         1997        $1,732,267             $0        $570,337      $235,733    ($603,350)
Medical                           1995         1997           $88,444           $784          $4,806        $4,022           $0 
Printing                          1995         1997          $549,350        $58,767        $451,179            $0     $597,439 
Retail                            1995         1997           $20,061        $11,468         $11,761          $292           $0 
Computers                         1996         1997           $36,872        $34,667            $400      ($34,267)          $0 
Fixture                           1996         1997           $51,207        $40,982              $0      ($32,982)          $0 
Manufacturing & Production        1996         1997           $14,123        $12,443          $1,500      ($10,943)          $0 
Printing                          1996         1997            $3,795             $0              $0            $0           $0 
Computers                         1997         1997           $20,254        $17,290              $0      ($17,290)          $0 
Restaurant                        1997         1997           $53,637        $55,316         $64,495        $9,179           $0 

Manufacturing & Production        1992         1998        $1,773,568       $510,063        $119,788     ($390,275)          (4)
Medical                           1992         1998           $28,431         $2,072          $3,993        $1,921           (4)
Retail                            1993         1998           $14,272         $1,396              $0       ($1,396)          (4)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                             Total                                                     Federal  
             Type of            Year of       Year of     Acquisition      Net Book          Net           GAAP        Taxable  
            Equipment         Acquisition   Disposition    Cost (1)       Value (2)      Proceeds (3)  Gain (Loss)   Gain (Loss)
----------------------------  -----------  ------------- --------------  -------------  -------------  -----------   -----------
                                                                                                                                
Computers                         1994         1998           $24,055             $0            $817          $817           (4)
Restaurant                        1994         1998          $379,600        $27,557         $27,437         ($120)          (4)
Retail                            1994         1998          $254,056        $52,524         $35,943      ($16,581)          (4)
Computers                         1995         1998          $376,491        $42,215         $56,599       $14,384           (4)
Manufacturing & Production        1995         1998           $24,669             $0              $0            $0           (4)
Restaurant                        1995         1998           $59,938             $0            $822          $821           (4)
Video Production                  1995         1998           $21,548             $0              $0            $0           (4)
Computers                         1996         1998            $6,368             $0              $0            $0           (4)
Manufacturing & Production        1996         1998           $49,800         $1,393          $4,500        $3,107           (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Automotive                       1992          1993         $78,708      $20,578       $21,261            $683      ($1,297)
Computers                        1992          1993        $215,949     $106,608      $109,268          $2,660       $2,490 
Construction                     1992          1993         $19,166      $19,167       $19,758            $591       $2,748 
Copiers                          1992          1993         $20,119      $15,801       $16,186            $385       $2,162 
Fixture                          1992          1993         $34,015       $9,860       $11,228          $1,368      ($3,366)
Furniture                        1992          1993         $35,126      $19,425       $19,425              $0           $0 
Material Handling                1992          1993         $10,885       $6,689        $6,261           ($428)     ($3,371)
Medical                          1992          1993         $64,989       $4,223        $7,894          $3,671     ($22,951)
Manufacturing & Production       1992          1993        $214,901     $175,434      $180,435          $5,001       $7,349 
Office Equipment                 1992          1993         $56,763      $43,220       $45,905          $2,685       $2,491 
Photography                      1992          1993         $26,342      $21,122       $21,730            $608      ($2,163)
Printing                         1992          1993          $5,275       $3,153        $3,153              $0      ($1,923)
Restaurant                       1992          1993        $409,680     $272,826      $287,325         $14,499      $12,819 
Sanitation                       1992          1993         $16,288      $15,857       $16,556            $699       $2,098 
Telecommunications               1992          1993         $61,395      $61,417       $62,977          $1,560       $8,481 
Video Production                 1992          1993         $17,990      $14,524       $15,710          $1,186       $1,867 
Miscellaneous                    1993          1993        $120,994      $77,602       $83,587          $5,985           $0 
Agriculture                      1993          1993        $116,298      $66,730       $83,866         $17,136     ($13,187)
Automotive                       1993          1993        $271,300     $116,885      $117,399            $514           $0 
Computers                        1993          1993        $195,697      $48,654       $56,378          $7,724           $0 
Construction                     1993          1993         $38,791      $21,486       $25,834          $4,348      ($5,210)
Copiers                          1993          1993         $80,019       $9,877       $13,724          $3,847           $0 
Environmental                    1993          1993         $14,991           $0            $0              $0           $0 
Fixture                          1993          1993        $111,120      $93,400      $109,342         $15,942           $0 
Furniture                        1993          1993         $25,242      $19,885       $18,203         ($1,682)          $0 
Material Handling                1993          1993        $176,632     $155,737      $183,099         $27,362      ($1,077)
Medical                          1993          1993         $71,355      $57,939       $61,890          $3,951       $3,111 
Manufacturing & Production       1993          1993         $26,412      $13,095       $15,580          $2,485           $0 
Office Equipment                 1993          1993         $14,703       $6,487        $7,422            $935           $0 
Printing                         1993          1993         $60,010      $12,274       $14,636          $2,362       $1,433 
Restaurant                       1993          1993         $63,908      $27,607       $31,424          $3,817           $0 
Retail                           1993          1993          $6,477           $1            $0             ($1)          $0 
Sanitation                       1993          1993          $2,107          $82           $88              $6      ($1,893)
Telecommunications               1993          1993      $6,178,527   $5,799,650    $7,119,747      $1,320,097   $1,417,499 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Transportation                   1993          1993        $324,407     $260,480      $292,416         $31,936      $34,565 
Video Production                 1993          1993         $20,683      $20,683       $25,715          $5,032           $0 

Agriculture                      1992          1994         $49,841      $10,474       $10,474              $0      ($6,108)
Audio                            1992          1994         $32,788       $7,383        $7,782            $399           $0 
Automotive                       1992          1994        $126,970      $11,657       $12,272            $615           $0 
Computers                        1992          1994        $198,376       $8,722        $8,549           ($172)    ($14,333)
Construction                     1992          1994         $54,843      $17,730       $17,730              $0      ($4,433)
Copiers                          1992          1994         $15,376       $1,775        $1,775              $0      ($1,079)
Environmental                    1992          1994         $31,995           $0            $0              $0           $0 
Fixture                          1992          1994         $20,674         $164        $1,064            $900      ($9,736)
Furniture                        1992          1994         $61,625       $5,370        $5,636            $266           $0 
Manufacturing & Production       1992          1994        $101,122      $13,969       $14,432            $463     ($21,582)
Material Handling                1992          1994      $2,734,334   $2,174,030    $2,212,133         $38,103           $0 
Medical                          1992          1994        $314,509      $34,726       $59,635         $24,909    ($113,150)
Office Equipment                 1992          1994          $2,540         $118          $118              $0           $0 
Photography                      1992          1994         $47,692       $6,973        $6,973              $0     ($16,375)
Printing                         1992          1994         $48,147      $36,679       $36,679              $0      $16,360 
Restaurant                       1992          1994        $474,258      $92,399       $94,557          $2,158     ($10,127)
Retail                           1992          1994          $8,087         $878          $274           ($604)     ($2,014)
Sanitation                       1992          1994        $103,149      $38,401       $39,685          $1,284        ($358)
Telecommunications               1992          1994         $66,815      $26,524       $27,991          $1,468      ($1,110)
Video Production                 1992          1994         $12,663       $1,074        $1,074              $0        ($663)
Agriculture                      1993          1994         $43,840      $19,762       $20,825          $1,063           $0 
Automotive                       1993          1994        $786,378     $155,107      $163,558          $8,450        ($634)
Computers                        1993          1994        $771,516     $130,886      $181,111         $50,226      ($3,077)
Construction                     1993          1994        $274,175      $30,496       $38,465          $7,969     ($55,502)
Copiers                          1993          1994         $82,454      $24,366       $26,172          $1,806           $0 
Environmental                    1993          1994         $49,112          $73           $93             $20           $0 
Fixture                          1993          1994         $77,419         $302          $303              $1           $0 
Furniture                        1993          1994        $280,317      $46,066       $50,280          $4,214           $0 
Material Handling                1993          1994        $192,609      $37,782       $45,441          $7,659     ($11,521)
Medical                          1993          1994         $77,005      $27,502       $29,111          $1,609           $0 
Manufacturing & Production       1993          1994        $173,000      $18,644       $22,629          $3,986      ($2,632)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Miscellaneous                    1993          1994         $10,796      $2,469        $2,469              $0           $0 
Office Equipment                 1993          1994         $43,986      $4,723        $5,910          $1,187        ($975)
Photography                      1993          1994          $4,929        $292          $293              $1           $0 
Printing                         1993          1994         $77,122      $8,529        $8,530              $1     ($10,269)
Restaurant                       1993          1994        $626,431    $287,444      $335,720         $48,276        ($340)
Retail                           1993          1994        $103,594      $3,848        $4,856          $1,008        ($412)
Telecommunications               1993          1994      $3,820,321    $919,560    $1,253,601        $334,040    ($102,561)
Transportation                   1993          1994        $287,586     $42,283       $51,224          $8,941           $0 
Computers                        1994          1994        $534,310     ($4,957)           $0          $4,957           $0 
Telecommunications               1994          1994          $1,787         $74           $95             $22           $0 

Audio                            1992          1995         $67,722      $9,191        $8,143         ($1,048)     ($8,721)
Automotive                       1992          1995        $245,537     $55,390       $30,876        ($24,514)    ($62,029)
Computers                        1992          1995        $670,255    $143,868       $69,402        ($74,466)   ($139,420)
Construction                     1992          1995         $91,856     $12,337       $11,839           ($498)    ($12,399)
Copiers                          1992          1995         $68,193     $17,372        $8,598         ($8,775)    ($14,211)
Fixtures                         1992          1995        $191,523     $41,188       $15,314        ($25,874)    ($49,304)
Furniture                        1992          1995        $321,142     $35,203       $22,974        ($12,230)    ($28,301)
Material Handling                1992          1995         $34,982     $10,003       $10,666            $662      ($1,678)
Medical                          1992          1995         $89,384      $3,814        $4,681            $867     ($11,772)
Manufacturing & Production       1992          1995        $315,323     $29,833       $26,162         ($3,671)    ($53,473)
Office Equipment                 1992          1995         $33,105     $17,344       $13,159         ($4,185)     ($4,487)
Photography                      1992          1995         $84,703     $13,769       $11,838         ($1,931)    ($17,573)
Printing                         1992          1995         $73,624     $14,780       $12,386         ($2,394)    ($19,388)
Restaurant                       1992          1995        $712,329     $90,616       $75,578        ($15,038)   ($124,260)
Retail                           1992          1995         $32,891     $10,703        $8,863         ($1,840)     ($2,270)
Sanitation                       1992          1995         $38,998        $767          $174           ($594)     ($5,619)
Telecommunications               1992          1995         $79,770     $15,518       $12,517         ($3,001)    ($14,459)
Video Production                 1992          1995         $49,130      $2,010        $3,312          $1,302      ($6,072)
Agriculture                      1993          1995         $30,211          $1            $0             ($1)          $0 
Automotive                       1993          1995      $4,282,836    $349,513      $264,887        ($84,626)   ($136,043)
Computers                        1993          1995      $2,229,596    $188,186      $300,197        $112,011    ($168,156)
Construction                     1993          1995        $156,808     $13,060       $13,838            $778      ($4,890)
Copiers                          1993          1995        $182,402     $34,023       $41,091          $7,068     ($10,107)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Environmental                    1993          1995         $72,193       $5,272       $10,169          $4,897      ($6,179)
Fixtures                         1993          1995         $46,183       $4,458       $11,658          $7,200           $0 
Furniture                        1993          1995        $188,312      $22,536       $30,392          $7,856      ($2,545)
Material Handling                1993          1995        $215,464      $49,495       $47,550         ($1,945)     ($8,613)
Medical                          1993          1995        $321,168      $95,551       $62,632        ($32,918)    ($11,098)
Manufacturing & Production       1993          1995        $214,562      $27,462       $18,400         ($9,062)    ($10,793)
Office Equipment                 1993          1995        $139,093       $6,376        $8,860          $2,485        ($240)
Printing                         1993          1995         $86,115       $4,822        $7,457          $2,635     ($13,293)
Restaurant                       1993          1995        $409,084      $48,198       $13,030        ($35,168)    ($34,988)
Retail                           1993          1995      $1,611,420   $1,042,917    $1,159,756        $116,839     $229,970 
Telecommunications               1993          1995      $4,286,056     $743,382      $725,892        ($17,490)   ($498,634)
Transportation                   1993          1995        $492,417     $107,360       $20,019        ($87,341)    ($41,603)
Video Production                 1993          1995         $44,694         $834        $2,186          $1,353         ($38)
Computers                        1994          1995         $87,124       $6,538        $6,681            $143     ($23,642)
Manufacturing & Production       1994          1995      $4,274,389   $3,282,651    $3,920,390        $637,739     $197,449 
Restaurant                       1994          1995        $328,731     $249,347      $279,689         $30,342     ($13,335)
Telecommunications               1994          1995        $216,656      $23,994      $131,743        $107,749     ($34,910)
Computers                        1995          1995         $36,958      $33,442       $33,448              $6           $0 
Copiers                          1995          1995          $7,609       $6,148        $6,493            $346           $0 
Medical                          1995          1995          $2,583       $1,128        $2,188          $1,059           $0 
Manufacturing & Production       1995          1995          $6,457       $2,849        $2,850              $1           $0 

Agriculture                      1992          1996         $31,460           $0            $0              $0        ($682)
Audio                            1992          1996         $92,826      ($2,059)       $3,806          $5,865       $3,870 
Automotive                       1992          1996        $287,713       $6,658       $17,197         $10,540      ($3,064)
Boats and Barges                 1992          1996     $11,212,811   $5,847,446    $6,484,930        $997,484   $1,494,529 
Computers                        1992          1996        $898,409      $25,742       $43,694         $17,952     ($13,007)
Construction                     1992          1996        $123,305      $14,286        $8,278         ($6,008)    ($16,199)
Copiers                          1992          1996         $68,955      ($1,779)       $1,015          $2,794      ($1,081)
Environmental                    1992          1996         $40,826       $3,783            $0         ($3,783)     ($4,085)
Fixtures                         1992          1996        $111,866       $6,089        $3,401         ($2,688)     ($6,541)
Furniture                        1992          1996        $146,474       $3,363        $5,462          $2,100      ($2,755)
Material Handling                1992          1996         $21,393       $8,813        $2,100         ($6,713)     ($2,452)
Medical                          1992          1996        $146,946      $11,947        $9,110         ($2,837)     ($6,459)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Manufacturing & Production       1992          1996        $667,197     $65,774       $45,284        ($20,490)    ($46,664)
Mining                           1992          1996        $578,501    $170,022      $185,000         $14,978      $60,364 
Office Equipment                 1992          1996         $16,072        $569          $689            $120        ($602)
Photography                      1992          1996        $141,810     $15,166        $6,252         ($8,914)    ($14,371)
Printing                         1992          1996        $145,378     $11,275       $15,431          $4,156       $6,849 
Restaurant                       1992          1996        $884,581     $44,176       $26,729        ($17,446)    ($44,464)
Retail                           1992          1996         $96,493      $3,602        $6,900          $3,298      ($1,170)
Sanitation                       1992          1996         $98,510      $3,375          $493         ($2,882)     ($2,914)
Telecommunications               1992          1996        $761,258     $59,641       $98,290         $38,650      $47,869 
Video Production                 1992          1996        $121,200      $6,149        $7,489          $1,339      ($3,760)
Agriculture                      1993          1996         $21,432          $0           $70             $70           $0 
Automotive                       1993          1996      $4,857,549    $272,271      $189,368        ($82,903)   ($162,026)
Computers                        1993          1996      $3,479,468    $395,869      $645,770        $249,901    ($677,445)
Construction                     1993          1996         $96,756      $7,966       $30,293         $22,327      $16,919 
Copiers                          1993          1996        $106,667      $7,311        $9,624          $2,313        ($303)
Environmental                    1993          1996        $247,777     $17,423        $5,377        ($12,046)    ($30,332)
Fixtures                         1993          1996        $105,895          $0        $1,315          $1,315           $0 
Furniture                        1993          1996        $279,345     $35,048       $49,121         $14,073     ($29,464)
Material Handling                1993          1996        $101,226      $2,241        $3,333          $1,092        ($104)
Medical                          1993          1996        $540,339      $7,760       $17,215          $9,455       $1,594 
Manufacturing & Production       1993          1996        $726,873     $36,559       $63,956         $27,397     ($15,009)
Miscellaneous                    1993          1996        $109,700         ($5)       $3,135          $3,141           $0 
Office Equipment                 1993          1996        $325,028      $3,026       $12,953          $9,927     ($53,619)
Printing                         1993          1996        $185,965     $10,656       $20,955         $10,299      ($4,786)
Restaurant                       1993          1996        $280,383      $6,137       $12,560          $6,424        ($704)
Retail                           1993          1996        $440,090     $71,872       $57,200        ($14,672)    ($36,991)
Sanitation                       1993          1996         $18,319      $3,870       $14,042         $10,172       $7,122 
Telecommunications               1993          1996      $3,379,187    $417,507      $467,241         $49,735    ($193,057)
Transportation                   1993          1996         $87,016      $8,588       $27,917         $19,330      $14,920 
Video Production                 1993          1996        $113,063      $9,869          $472         ($9,397)    ($31,337)
Computers                        1994          1996        $145,099     $18,104       $33,695         $15,591     ($51,596)
Fixtures                         1994          1996          $5,701       ($248)          $15            $263           $0 
Furniture                        1994          1996         $43,911      $5,660            $0         ($5,660)    ($13,787)
Material Handling                1994          1996         $40,874      $4,719        $8,180          $3,462     $265,046 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Medical                          1994          1996        $600,290     $58,047       $64,059          $6,012    ($285,307)
Manufacturing & Production       1994          1996        $119,549     $31,979       $25,267         ($6,712)    ($42,424)
Printing                         1994          1996         $39,622      $6,853        $4,000         ($2,853)    ($15,129)
Restaurant                       1994          1996         $27,415     $14,772            $0        ($14,772)    ($16,490)
Telecommunications               1994          1996         $15,173         ($6)         $302            $308           $0 
Computers                        1995          1996        $173,672     $29,108       $20,133         ($8,975)     ($7,703)
Copiers                          1995          1996          $5,041          $0          $378            $378           $0 
Fixtures                         1995          1996         $44,435      $9,918        $7,530         ($2,389)     ($2,388)
Furniture                        1995          1996         $11,279          $0            $0              $0      ($9,023)
Material Handling                1995          1996          $3,725        $125          $420            $295           $0 
Medical                          1995          1996        $104,042     $82,701       $37,325        ($45,376)    ($45,738)
Manufacturing & Production       1995          1996        $213,504    $115,772       $77,296        ($38,476)    ($36,655)
Printing                         1995          1996          $6,610      $2,807        $2,967            $160           $0 
Restaurant                       1995          1996         $69,892     $66,077       $36,359        ($29,718)    ($29,718)
Retail                           1995          1996        $623,532    $524,555      $584,336         $59,781           $0 
Telecommunications               1995          1996         $57,101      $3,218        $1,541         ($1,677)     ($1,867)
Video Production                 1995          1996         $25,738     $12,618       $13,408            $790           $0 
Computers                        1996          1996         $24,535      $7,962            $0         ($7,962)     ($7,962)
Manufacturing & Production       1996          1996         $52,320     $52,930            $0         $52,930           $0 
Restaurant                       1996          1996          $7,247        $114        $1,500          $1,386      ($1,312)

Automotive                       1992          1997         $35,277          $0       $10,419         $10,419      $13,003 
Computers                        1992          1997         $74,483          $0        $9,165          $9,165      $13,519 
Construction                     1992          1997         $22,030      $4,101        $2,891           ($109)      $1,200 
Environmntal                     1992          1997         $12,565      $2,224        $2,225              $0       $1,893 
Fixture                          1992          1997         $28,886          $0            $0              $0       $2,401 
Furniture                        1992          1997         $31,271      $1,531        $1,109           ($422)      $2,063 
Manufacturing & Production       1992          1997          $6,943        $819        $1,311              $0       $1,072 
Material Handling                1992          1997      $4,110,891    $925,806    $1,116,242              $0     $858,263 
Mining                           1992          1997        $217,414     $71,977       $20,000              $0      $20,000 
Photography                      1992          1997         $31,894      $4,950        $3,622              $0       $2,338 
Printing                         1992          1997        $168,741     $18,014       $12,537         ($1,610)     $11,395 
Restaurant                       1992          1997         $26,616          $0            $0              $0       $2,847 
Sanitation                       1992          1997          $9,361          $0            $0              $0       $2,119 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Telecommunications               1992          1997        $412,360      $39,967       $49,682         $12,232      $52,607 
Agriculture                      1993          1997         $40,194           $0            $0              $0           $0 
Automotive                       1993          1997        $888,312      $47,663       $24,773        ($22,890)          $0 
Computers                        1993          1997        $734,252      $93,839       $90,756         ($3,083)      $3,687 
Construction                     1993          1997         $63,042       $9,790       $10,459            $670           $0 
Copiers                          1993          1997         $63,037           $0            $0              $0           $0 
Environmntal                     1993          1997         $32,236       $4,298        $4,796            $497           $0 
Fixtures                         1993          1997      $9,044,378   $1,170,547    $1,443,061        $504,440     $743,528 
Furniture                        1993          1997        $315,502      $66,485       $67,421            $936           $0 
Install Chgs                     1993          1997          $1,837           $0            $0              $0           $0 
Manufacturing & Production       1993          1997        $536,057      $69,376       $86,814         $17,438      ($4,079)
Miscellaneous                    1993          1997         $11,404           $0          $262            $262           $0 
Material Handling                1993          1997        $208,966       $8,685        $6,409         ($2,276)          $0 
Medical                          1993          1997        $980,345      $14,745        $9,015         ($5,730)     ($4,502)
Office Equipment                 1993          1997        $293,902      $39,096       $48,162          $9,066     ($10,334)
Photography                      1993          1997        $106,420      $25,078       $25,359            $281           $0 
Printing                         1993          1997         $69,600       $1,744        $2,253            $508           $0 
Restaurant                       1993          1997      $1,033,639     $178,664      $193,503         $14,838     ($13,767)
Retail                           1993          1997        $801,808      $81,489      $108,377         $26,888     ($56,651)
Sanitation                       1993          1997         $38,711      $10,814        $1,093         ($9,721)          $0 
Telecommunications               1993          1997      $2,215,528     $167,220      $191,182         $38,463      $73,235 
Transportation                   1993          1997        $155,270      $27,237       $31,561          $4,324       $2,810 
Video Production                 1993          1997         $30,290           $0            $0              $0           $0 
Agriculture                      1994          1997         $16,669       $2,080        $1,356           ($724)          $0 
Automotive                       1994          1997         $17,497       $2,193        $4,453          $2,260      ($2,429)
Computers                        1994          1997        $246,517      $23,978       $19,260           ($201)    ($50,581)
Furniture                        1994          1997         $77,796       $8,383       $13,210          $4,827     ($18,169)
Manufacturing & Production       1994          1997        $770,651     $221,135      $156,719         ($4,256)   ($168,342)
Medical                          1994          1997         $97,293      $13,074       $17,107          $4,033     ($15,151)
Printing                         1994          1997         $33,526           $0            $0              $0           $0 
Restaurant                       1994          1997         $17,087         $346        $2,314          $1,968      ($4,605)
Telecommunications               1994          1997         $17,862         $228            $0           ($228)          $0 
Video Production                 1994          1997         $43,569           $0           $70             $70           $0 
Audio                            1995          1997         $24,180           $0            $0              $0           $0 

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                  Federal   
             Type of           Year of      Year of     Acquisition     Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)       Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------   -----------  -------------  ------------  -----------
                                                                                                                            
Computers                        1995          1997        $370,580      $19,725       $21,722          $1,997           $0 
Copiers                          1995          1997         $10,564       $1,482            $0         ($1,482)          $0 
Fixture                          1995          1997         $18,012           $0          $518            $518           $0 
Furniture                        1995          1997         $25,418       $7,293        $8,354          $1,061           $0 
Manufacturing & Production       1995          1997        $399,479      $78,533       $35,135        ($43,397)    ($10,332)
Medical                          1995          1997        $131,557      $30,567       $30,135          $1,728           $0 
Office Equipment                 1995          1997         $12,041           $0            $1              $1           $0 
Printing                         1995          1997         $10,883           $0          $523            $523           $0 
Restaurant                       1995          1997         $41,979       $6,944        $7,090            $145           $0 
Telecommunications               1995          1997         $32,044         $644        $2,025          $1,382           $0 
Transport                        1995          1997          $9,915           $0            $0              $0           $0 
Video Production                 1995          1997          $5,116       $1,434        $1,619            $185           $0 
Aircraft                         1996          1997      $5,690,161   $5,231,289    $5,305,164         $73,875           $0 
Computers                        1996          1997         $69,115      $64,613       $28,495        ($36,118)          $0 
Manufacturing & Production       1996          1997        $112,286   $2,317,341    $2,316,413           ($929)          $0 
Printing                         1996          1997         $30,867      $24,284            $0        ($24,284)          $0 
Restaurant                       1996          1997         $21,703      $19,339            $0        ($16,339)          $0 
Retail                           1996          1997         $28,814      $24,695            $0        ($24,695)          $0 
Telecommunications               1996          1997        $646,908     $204,268       $81,062       ($123,206)   ($261,441)
Video Production                 1996          1997         $53,503      $41,768       $45,625          $3,857           $0 
Computers                        1997          1997         $42,221      $41,673            $0        ($37,673)          $0 
Manufacturing & Production       1997          1997         $56,217      $54,750       $89,370         $34,620           $0 

Medical                          1992          1998         $28,945           $0       $13,065         $13,065           (4)
Office Equipment                 1992          1998          $3,486           $0        $3,151          $3,151           (4)
Photography                      1992          1998         $11,376       $1,738            $0         ($1,738)          (4)
Automotive                       1993          1998         $43,374           $0        $5,826          $5,826           (4)
Computers                        1993          1998      $1,644,491     $273,716      $392,988        $119,271           (4)
Manufacturing & Production       1993          1998         $19,974           $0            $0              $0           (4)
Materials                        1993          1998         $32,128       $4,221            $0         ($4,221)          (4)
Restaurant                       1993          1998        $115,199         $660          $106           ($554)          (4)
Retail                           1993          1998         $16,046         $774          $855             $81           (4)
Sanitation                       1993          1998         $48,315           $0            $0              $0           (4)
Telecommunications               1993          1998        $101,076      $21,633       $34,819         $13,186           (4)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,  
and the three months ended March 31, 1998. Each of the Programs' records are    
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").

                                                        [Enlarge/Download Table]

                                                           Total                                                 Federal   
             Type of           Year of      Year of     Acquisition    Net Book        Net          GAAP         Taxable   
            Equipment        Acquisition   Disposition   Cost (1)      Value (2)    Proceeds (3)  Gain (Loss)   Gain (Loss)
---------------------------- ------------  -----------  ------------  -----------  -------------  ------------  -----------
                                                                                                                           
Computers                        1994          1998         $22,525         $51          $300            $249           (4)
Furniture                        1994          1998        $114,022     $31,477       $38,909          $7,432           (4)
Manufacturing & Production       1994          1998         $19,962        $485          $485             ($0)          (4)
Computers                        1995          1998         $91,349          $0        $2,178          $2,178           (4)
Manufacturing & Production       1995          1998         $82,681          $0        $3,163          $3,163           (4)
Medical                          1995          1998         $32,578          $0            $0              $0           (4)
Restaurant                       1995          1998         $23,799          $0            $0              $0           (4)
Retail                           1995          1998         $34,492          $0           $58             $58           (4)
Telecommunications               1995          1998         $26,346          $0          $354            $354           (4)
Transport                        1995          1998         $36,258          $0            $0              $0           (4)
Audio                            1996          1998         $26,373      $1,409        $1,409              $0           (4)

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the 
three months ended March 31, 1998. Each of the Programs' records are maintained 
in accordance with Generally Accepted Accounting Principles ("GAAP").           

                                                        [Enlarge/Download Table]

                                                          Total                                                Federal   
           Type of            Year of      Year of     Acquisition    Net Book       Net           GAAP        Taxable   
          Equipment         Acquisition  Disposition    Cost (1)      Value (2)   Proceeds (3)  Gain (Loss)   Gain (Loss)
          ---------         -----------  -----------    --------      ---------   ------------  -----------   -----------
                                                                                                                         
Restaurant                     1994          1995        $326,412      $274,229     $292,998         $18,770     ($8,364)
Computers                      1995          1995         $40,355       $36,171       $4,310       ($31,861)           $0
Manufacturing & Production     1995          1995        $107,995       $70,846      $13,253       ($57,593)     ($6,821)
Printing                       1995          1995      $1,820,770    $1,218,354     $847,650      ($370,703)   ($189,624)

Computers                      1994          1996         $18,446        $5,353       $3,560        ($1,793)    ($10,985)
Manufacturing & Production     1994          1996         $17,177        $8,953       $9,433            $480           $0
Telecommunications             1994          1996         $24,655       $18,456      $20,460          $2,004           $0
Computers                      1995          1996      $1,347,917      $329,160     $125,734      ($203,426)   ($541,146)
Construction                   1995          1996     $22,064,270   $16,995,923  $16,995,923              $0   ($623,361)
Medical                        1995          1996        $103,056       $44,801      $50,884          $6,083           $0
Manufacturing & Production     1995          1996      $1,409,938      $812,883     $444,921      ($367,962)   ($374,116)
Printing                       1995          1996      $5,442,336    $2,288,789   $1,412,324      ($876,465)   ($414,037)
Restaurant                     1995          1996        $268,961      $253,439     $269,638         $16,199           $0
Telecommunications             1995          1996      $1,650,391    $1,200,958   $1,315,148        $114,190           $0

Automotive                     1994          1997         $27,829       $14,749           $0       ($14,749)           $0
Computers                      1994          1997        $180,776       $66,976      $75,905          $8,929    ($13,291)
Construction                   1994          1997         $32,848       $17,140           $0       ($17,140)           $0
Fixture                        1994          1997         $45,846        $1,789       $2,750            $961    ($15,349)
Restaurant                     1994          1997         $94,554       $47,563      $52,007          $4,444           $0
Retail                         1994          1997         $26,897            $0       $1,936          $1,936     ($8,598)
Computers                      1995          1997      $3,262,279      $489,867     $501,756      ($140,124)     $185,069
Fixture                        1995          1997         $29,651       $18,427           $0       ($18,427)           $0
Manufacturing & Production     1995          1997      $1,890,353      $255,830     $887,316         $28,163     $191,708
Medical                        1995          1997         $88,067        $1,722       $2,461            $739           $0
Office Equipment               1995          1997         $27,724            $0           $0              $0           $0
Printing                       1995          1997      $4,015,970      $898,332     $821,964       ($50,660)    ($50,886)
Restaurant                     1995          1997         $39,793       $28,957           $0       ($28,957)           $0
Telecommunications             1995          1997         $19,948        $2,353       $2,428             $75           $0
Transport                      1995          1997         $12,332          $541         $544              $2           $0
Furniture                      1996          1997         $52,450       $51,399       $3,919       ($27,979)           $0
Manufacturing & Production     1996          1997        $640,182       $81,744     $128,607       ($27,601)   ($216,682)

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 TABLE V
Sales or Dispositions of equipment - Prior Public Programs
 (unaudited)

The following table summarizes the sales or dispositions of equipment for ICON  
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the 
three months ended March 31, 1998. Each of the Programs' records are maintained 
in accordance with Generally Accepted Accounting Principles ("GAAP").           

                                                        [Enlarge/Download Table]

                                                  Total                                             Federal   
           Type of     Year of      Year of    Acquisition  Net Book      Net           GAAP        Taxable   
          Equipment  Acquisition  Disposition   Cost (1)    Value (2)  Proceeds (3)  Gain (Loss)   Gain (Loss)
          ---------  -----------  -----------   --------    ---------  ------------  -----------   -----------
                                                                                                              
Printing                1996          1997       $349,511    $243,488    $223,338       ($20,150)          $0 
Restaurant              1996          1997        $30,415          $0         $99             $99          $0 
Telecommunications      1996          1997       $216,401    $118,544      $3,044          $3,044    ($7,459) 

VIDEO PROD              1994          1998        $14,310        $100        $112           ($12)         (4) 
COMPUTES                1995          1998     $2,219,673    $187,957    $364,521      ($176,564)         (4) 
FURNITURE               1995          1998        $57,282          $0      $1,415        ($1,415)         (4) 
M & P                   1995          1998       $181,790      $1,079     $64,199       ($63,120)         (4) 
MEDICAL                 1995          1998        $40,799          $0      $1,154        ($1,154)         (4) 
PRINTING                1995          1998       $413,451     $12,413     $10,382          $2,030         (4) 
RESTAURANT              1995          1998        $10,838          $0          $4            ($4)         (4) 
TELECOMM                1995          1998         $7,707        $542      $1,250          ($708)         (4) 
COMPUTERS               1996          1998        $26,138          $0         $13           ($13)         (4) 
M & P                   1996          1998        $11,497          $0          $6            ($6)         (4) 
PRINTING                1996          1998        $39,424          $0        $562          ($562)         (4) 

(1)  Acquisition cost includes Acquisition Fee.                                 
(2)  Represents the total acquisition cost less accumulated depreciation and    
other reserves, calculated on a GAAP Basis.                           
(3)  Cash received and/or principal amount of debt reduction less any direct    
selling cost.                                                         
(4)  Federal Taxable Gain (Loss) information not yet available for 1998.        

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EXHIBIT C 

ICON CASH FLOW PARTNERS L.P. SEVEN
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT

INSTRUCTIONS:  To purchase or acquire ownership interests in ICON Cash
Flow                                                                            
Partners L.P. Seven, please complete and sign the Subscription Agreement.       
Please                                                                          
print or type your responses clearly in the spaces provided.                    

1.   INVESTED AMOUNT:  Units Purchased.  Indicate the total dollar amount and   
the number of Units you wish to purchase in ICON Cash Flow Partners L.P.        
Seven.                                                                          
Each whole Unit has a cost of $100.00 and each  1/10,000th of a Unit costs      
$.01.                                                                           
(Example: For an investment of $2,723.23, the number of Units will equal        
27.2325                                                                         
Units.) The Partnership has a minimum Initial  Investment  requirement of       
$2,500                                                                          
except for IRAs,  SEPs and  Qualified  Pension,  Profit-Sharing  or Stock       
Option                                                                          
Plans including Keogh Plans for which the minimum Investment is $1,000.         
(Please                                                                         
see the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;              
SUBSCRIPTION                                                                    
PROCEDURES"  Section  in  the  Prospectus  for  details  and  restrictions.)    

2.   REGISTRATION  INFORMATION:                                                 
 A. Subscriber or Investor  Information.  Fill in the name,  address and
tax                                                                             
identification number for each subscriber.  (If necessary,  attach an           
additional                                                                      
sheet and have the additional subscribers sign such sheet.)                     
 B.  Trustee  or  Custodian  Information.  Please  have  the  Trustee(s)
or                                                                              
Custodian(s) of your fiduciary account complete Section 2B, if the investment   
is                                                                              
to be held in a trustee or custodial account (such as your IRA, SEP or          
Qualified                                                                       
Plan), or in another  fiduciary  account.  (Note:  Section 2A must be           
completely                                                                      
filled out for subscriber information address.)                                 
C. Citizenship.  Please indicate if you are a U.S. Citizen or U.S.    
Resident                                                                        
Alien or the citizen of a country  other than the United  States.  If so,       
please                                                                          
specify the country of which you are a citizen.                                 

3. FORM OF OWNERSHIP:  (Mark only one box. Information as to signatures that    
are                                                                             
required, depending on the type of ownership, is provided below.)               
INDIVIDUAL OWNERSHIP-investor's signature required.                             
HUSBAND AND WIFE, AS COMMUNITY PROPERTY-both parties' signature required.       
JOINT                                                                           
TENANTS-signatures of all parties are required.  TENANTS IN COMMON-signatures   
of                                                                              
all  parties  are  required.  PARTNERSHIP-signature  of  an  authorized         
partner                                                                         
required.  CORPORATION-signature  of an authorized  officer required.  IRA,     
SEP,                                                                            
KEOGH-signature of trustee or custodian required. CUSTODIAL ACCOUNT-signature   
of                                                                              
custodian required. TRUST-signature of trustee required.                        

4.  DISTRIBUTIONS:  For  Non-Custodial  Accounts,  if you want your             
distribution                                                                    
checks to be mailed to an  address  other than as shown in  Section  2A,        
please                                                                          
complete this section.                                                          

5.  SIGNATURES:  Please  complete  the Investor  Data Sheet of the              
Subscription                                                                    
Agreement  (Page  C-3)  and  read  the  Investor  Suitability  Requirements     
and                                                                             
Representations on the reverse side of the Data Sheet (Page C-4). After you     
have                                                                            
done so,  please  sign and date the  Subscription  Agreement.  (Please  refer   
to                                                                              
Section 3 on Page C-1 for information as to who should sign.)                   

6. BROKER/DEALER  INFORMATION:  The Registered Representative must complete     
this                                                                            
section  of  the  Subscription   Agreement.  An  authorized  Branch  Manager    
or                                                                              
Registered  Principal  of the  Broker/Dealer  firm  must  sign the              
Subscription                                                                    
Agreement. Orders cannot be accepted without this Broker/Dealer authorization.  

7.  INVESTMENT  CHECKS &  SUBSCRIPTIONS:  Until you are notified that the       
escrow                                                                          
condition  of the sale of 12,000  Units has been  completed,  please make       
checks                                                                          
payable  to "The  Bank of New York  (N.J.)  ICON  L.P.  Seven  Escrow           
Account."                                                                       
Thereafter,  checks  should be made  payable  to "ICON Cash Flow  Partners      
L.P.                                                                            
Seven"  Your  check  should be in the  amount of your  subscription  as shown   
in                                                                              
Section 1 of the  Subscription  Agreement.  Mail your  completed  white and     
pink                                                                            
copies of the Subscription  Agreement (Page C-3) together with your             
subscription                                                                    
check,  in the amount of the  subscription  price (as shown in Section 1 on     
Page                                                                            
C-3) to: ICON Securities Corp., 600 Mamaroneck Avenue, Harrison, New York       
10528.                                                                          
An original executed pink copy of this  Subscription  Agreement will be         
returned                                                                        
to you for your files.                                                          

NO  SUBSCRIPTION   AGREEMENT  WILL  BE  PROCESSED  UNLESS  FULLY  COMPLETED     
AND                                                                             
ACCOMPANIED  BY PAYMENT IN FULL.  ANY  SUBSCRIPTION  PAYMENT WHICH IS           
DISHONORED                                                                      
WILL CAUSE THE  SUBSCRIPTION  AND ANY CERTIFICATE FOR UNITS TO BE VOID AS OF    
THE                                                                             
SUBSCRIPTION DATE AND SHALL OBLIGATE THE SUBSCRIBER TO PAY ALL COSTS AND        
CHARGES                                                                         
ASSOCIATED THEREWITH.  PLEASE SEE PAGE C-2 FOR GENERAL INSTRUCTIONS AND PAGE    
C-4                                                                             
FOR INVESTOR SUITABILITY REQUIREMENTS AND REPRESENTATIONS.                      

If you have any questions about completing this Subscription  Agreement,        
please                                                                          
call ICON Securities Corp., Subscription Processing Desk, at (800) 343-3736.    
White-ICON copy, Yellow-Broker/Dealer copy, Pink-Investor copy
 C-1

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 GENERAL INFORMATION

 1. Each  Subscriber is hereby  advised that: (a) no offer to sell Units
may                                                                             
be made except by means of the Prospectus and, consequently;  (b) YOU SHOULD    
NOT                                                                             
RELY UPON ANY ORAL  STATEMENTS  BY ANY PERSON,  OR UPON ANY WRITTEN             
INFORMATION                                                                     
OTHER THAN AS SPECIFICALLY  SET FORTH IN THE PROSPECTUS AND SUPPLEMENTS         
THERETO                                                                         
OR IN PROMOTIONAL  BROCHURES  CLEARLY MARKED AS BEING PREPARED AND AUTHORIZED   
BY                                                                              
THE  GENERAL  PARTNER,  ICON  CAPITAL  CORP.,  OR BY  THE  DEALER-MANAGER,      
ICON                                                                            
SECURITIES  CORP.,  FOR USE IN CONNECTION  WITH OFFERING OF UNITS TO THE        
GENERAL                                                                         
PUBLIC  BY  MEANS  OF THE  PROSPECTUS;  (c)  your  investment  in  Units  of    
the                                                                             
Partnership  involves certain risks including,  without limitation,  the        
matters                                                                         
set forth in the  Prospectus  in the "Risk  Factors",  "Conflicts  of           
Interest",                                                                      
"Management" and "Income Tax Considerations" Sections of the Prospectus; and    
(d)                                                                             
your  representations  in Section 5 on Page C-3 (as  evidenced  by  signing     
and                                                                             
initialling  therein) and in  Paragraphs 3 - 5 on Page C-4 (as evidenced by     
your                                                                            
initialling  of clause (3) of Section 5 on Page C-3) do not  constitute a       
waiver                                                                          
of any of your rights under the Delaware Limited  Partnership Act and           
applicable                                                                      
federal and state securities laws.                                              

  2. Each  Subscriber is further  advised that:  (a) the Units are subject
to                                                                              
substantial restrictions on transferability;  (b) there will be no public       
market                                                                          
for the Units;  and (c) it may not be possible for you to readily  liquidate    
his                                                                             
investment in the Partnership, if at all, even in the event of an emergency.    
Any                                                                             
transfer of Units is subject to the General  Partner's  approval and must       
comply                                                                          
with the terms of Section 10 of the Partnership Agreement.  In particular,      
each                                                                            
Subscriber or transferee must satisfy either (a) the general minimum            
investment                                                                      
and investor suitability standards established by the Partnership or (b) if     
more                                                                            
stringent,  the minimum  investment  and investor  suitability  standards of    
the                                                                             
State  where such  Subscriber  or  transferee  resides.  Both the               
Partnership's                                                                   
general  requirements and more stringent standards imposed by certain States    
are                                                                             
described in the  "INVESTOR  SUITABILITY  AND MINIMUM  INVESTMENT               
REQUIREMENTS;                                                                   
SUBSCRIPTION  PROCEDURES"  Section  of the  Prospectus.  Finally,  the  State   
of                                                                              
California  imposes  requirements  on transfers to residents of  California,    
as                                                                              
summarized in the following  legend,  which are in addition to the provisions   
of                                                                              
Section 10 of the Partnership Agreement:                                        

     "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS  SECURITY,
OR                                                                              
 ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT                                                                         
     THE PRIOR WRITTEN  CONSENT OF THE  COMMISSIONER  OF CORPORATIONS OF
THE                                                                             
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S
RULES."                                                                         

 C-2

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ICON CASH FLOW PARTNERS L.P. SEVEN
SUBSCRIPTION AGREEMENT     A Delaware Limited Partnership                       

1.   INVESTMENT:  (Check Appropriate Boxes)                                     
A.   UNITS PURCHASED. Dollar Amount____________  No.  of  Units  ____________   
B.   TYPE  OF  INVESTMENT.____Initial Investment ____Additional  Investment     

2.   REGISTRATION INFORMATION:  (Please type or print  clearly)                 
A.   SUBSCRIBER  INFORMATION.  (Please  specify  Mr.  or Ms.)                   
Subscriber's                                                                    
Name(s):______________________________________________________________________  
Subscriber Tax I.D. No. or Social Security  No._____________________            
Subscriber's Residential Address:                                               
Street______________________________________________________________________    
City/Town _________________________ State__________ Zip Code__________          
Telephone No.(Day)______________________________________                        
B.  TRUSTEE  OR  CUSTODIAL   INFORMATION.   (of  IRAs,  Qualified  Plans,       
other                                                                           
Trustees,etc., if applicable)                                                   
Trustee's or Custodian's Name(s):___________________Trustee Tax I.D.No:_______  
FBO:_______________________________________   Acct. No:_______________________  
Date Trust or Account Established:____________                                  
Year to which Subscription applicable: 19_____                                  
Trustee's or Custodian's Address:                                               
Street______________________________________________________________________    
City/Town _________________________ State_____________ Zip Code _______         
Contact Name __________________________ Phone_________________________________  
C.   CITIZENSHIP. (Check One) __ U.S.Citizen __ U.S.Resident Alien              
Non-Resident                                                                    
(Specify Country):                                                    
D.   FORM OF OWNERSHIP: (Mark only one box)                                     
___ Individual Ownership ___ Partnership ___ Husband and Wife, as     
Community                                                                       
 Property  ___  Corporation  ___ Joint  Tenants  ___  Tenants  in Common
___                                                                             
Custodial  Account  FIDUCIARY  ACCOUNTS  (All Sections in 2B must be  
filled                                                                          
out) ___ IRA, SEP, Keogh ___ Trust ___ Custodial Account              
4. DISTRIBUTION  ALTERNATIVES:(COMPLETE  ONLY IF PAYEE IS DIFFERENT THAN        
SECTION                                                                         
2A OR 2B ABOVE)                                                                 
Check if:                                                                       
__ You wish  Distributions  of the  Partnership  to be  reinvested in           
additional                                                                      
Units during the Offering Period.                                               
__ You wish Direct  Deposit of  Distributions  or that they be sent to more     
than                                                                            
one Payee.  Please  complete the Special Payment  Instruction  Form.            
__ You wish  Distributions  to be sent to the Payee and  Address  listed        
below.                                                                          
Please complete the following information:                                      
Payee                                                                           
Name:_________________________________________________________________          
Branch:   _________________________________   Account   Number:_________        
Street                                                                          
Address:_____________________________________________________________           
City/Town                                                                       
_________________________ State__________ Zip Code ___________ 5. SIGNATURES    
AND                                                                             
INITIALS:  The  undersigned  confirms that he/she (1) has received a copy of    
the                                                                             
Prospectus  (Initial____);  (2) has read Page C-2 hereof  (Initial____)         
(except                                                                         
residents of Iowa, Maine, Massachusetts,  Minnesota and Missouri); and (3)      
makes                                                                           
the representations contained on Page C-4 hereof (Initial____).  The            
undersigned                                                                     
(4) acknowledges  that an investment in Units is not liquid  (Initial____);     
(5)                                                                             
declares that, to the best of his/her knowledge, all information in Sections    
1-4                                                                             
of this Page C-3 is  accurate  and may be  relied  upon by the  General         
Partner                                                                         
(Initial____);  and (6) appoints the General Partner as his/her                 
attorney-in-fact                                                                
as   described   in    Paragraph   2   on   Page   C-4    (Initial____).        
Sign                                                                            
X_______________________________  Sign   X________________________________      
Here                                                                            
Subscriber's Signature Date Here Authorized Signature Date                      
                                          Custodian/Trustee/Officer/Partner)
  X_______________________________       X________________________________
Subscriber's Signature  Date         Print Name                 
                                           Custodian/Trustee/Officer/Partner
6. BROKER/DEALER INFORMATION:  The Seller Dealer must sign below to complete    
the                                                                             
order and, by doing so, thereby  represents  that (1) both it and its           
registered                                                                      
representative  which solicited the subscription  (the "Sales                   
Representative"):                                                               
(a) is duly  licensed by, and in good standing  with,  the NASD and may         
lawfully                                                                        
offer Units in the State(s)  listed in Section 2.A,  above;  (b) has            
reasonable                                                                      
grounds to believe, based on information obtained from the Subscriber           
concerning                                                                      
his /her investment objectives, other investments, financial situation and      
needs                                                                           
and other information  known by the Selling Dealer or the Sales                 
Representative,                                                                 
that the  Investment  described  in  Section 1,  above is  suitable  in light   
of                                                                              
Subscriber's  income,  net worth and  other  characteristics;  and (c) the      
Sales                                                                           
Representative  has (i) informed  Subscriber as to the limited  liquidity of    
the                                                                             
Units and (ii)  delivered a current copy of the  Prospectus to the Subscriber   
in                                                                              
connection     with    the     offering     of     Units.     Brokerage         
Firm                                                                            
Name______________________Supervisor____________Tele.Number____________         
Sales                                                                           
Representative's        Name___________________________        CRD              
Number                                                                          
_________Tele.Number__________        Sales       Representative's              
Street                                                                          
Address_______________________________________                                  
City/Town______________________                                                 
State_____________ Zip Code_______________  Authorized signature (Branch        
Manager                                                                         
or  Registered   Principal).   Order  cannot  be  completed  without            
signature.                                                                      
X____________________________________________________________    7.             
INVESTMENT                                                                      
CHECKS & SUBSCRIPTIONS:  Mail the completed  Subscription Agreement with a      
check                                                                           
payable as  indicated  in the  instructions,  to:  ICON  Securities  Corp.,     
600                                                                             
Mamaroneck Avenue, Harrison, New York 10528.                                    

ACCEPTANCE BY GENERAL PARTNER            ICON Capital Corp., General Partner    
ICON CASH FLOW PARTNERS L.P. SEVEN       By:_______________________________     
A Delaware Limited Partnership               Authorized Signature      Date     

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INVESTOR SUBSCRIPTION; APPOINTMENT OF ATTORNEY-IN-FACT; AND REPRESENTATIONS     

1.  Subscription for Units.  Each subscriber (a  "Subscriber"),  by   
signing                                                                         
his/her name in Section 5 on Page C-3, thereby (a) subscribes for the number    
and                                                                             
dollar amount of limited  partnership units ("Units") in ICON Cash Flow         
Partners                                                                        
L.P. Seven, a Delaware limited partnership (the "Partnership"),  as set forth   
in                                                                              
Section  1.A on Page  C-3;  (b)  agrees  to  become  a  Limited  Partner  of    
the                                                                             
Partnership  upon  acceptance of his/her  subscription by the General Partner   
of                                                                              
the Partnership,  ICON Capital Corp. (the General Partner"); and (c) adopts,    
and                                                                             
agrees to be bound by each and every provision of, the Partnership Agreement    
and                                                                             
this  Subscription  Agreement  (except as  provided  to the  contrary  herein   
or                                                                              
therein for residents of certain  States).  Subscriber  hereby subscribe for    
the                                                                             
number of Units (whole and fractional),  and has tendered good funds herewith   
in                                                                              
full  payment  of the  "Dollar  Amount"  therefor  (computed  at $100  fer      
each                                                                            
Unit/$.01  for each 1/100th of a Unit shown in Section 1.A on Page C-3,         
subject                                                                         
to (i) any volume or other discounts (as described in the "Plan of              
Distribution"                                                                   
Section.  of the  Prospectus)  and to the minimum  investment  requirements     
(as                                                                             
described in the  "INVESTOR  SUITABILITY  AND MINIMUM  INVESTMENT               
REQUIREMENTS;                                                                   
SUBSCRIPTION PROCEDURES" Section of the Prospectus).                            

 2. Appointment of the General Partner as Subscriber's Attorney-in-Fact.
By                                                                              
signing  his/her name in Section 5 on Page C-3 (and  effective upon admission   
to                                                                              
the Partnership),  each Subscriber  thereby makes,  constitutes and appoints    
the                                                                             
General Partner,  each authorized officer of the General Partner and each       
Person                                                                          
who shall thereafter become a Substitute  General Partner during the term of    
the                                                                             
Partnership,   with  full  power  of  substitution,   as  the  true  and        
lawful                                                                          
attorney-in-fact  of, in the name, place and stead of, such Limited Partner,    
to                                                                              
the full extent,  and for the purposes and duration,  set forth in Section 15   
of                                                                              
the  Partnership  Agreement  (all of the terms of which are hereby              
incorporated                                                                    
herein by this reference).  Such purposes include, without limitation, the      
power                                                                           
to make, execute, sign,  acknowledge,  affirm,  deliver, record and file any    
(a)                                                                             
document or instrument which the General Partner deems necessary or desirable   
to                                                                              
carry out fully the provisions of the  Partnership  Agreement (in the manner    
and                                                                             
for the purposes provided in Section 15.1 of the Partnership  Agreement) and    
(b)                                                                             
amendment  to  the  Partnership  Agreement  and to the  Certificate  of         
Limited                                                                         
Partnership of the Partnership  (in the manner and for the purposes  provided   
in                                                                              
Section  15.2  of the  Partnership  Agreement,  including,  without             
limitation,                                                                     
admission  of  Limited   Partners  to  the  Partnership  and  any               
application,                                                                    
certificate,  instrument, affidavit or other document required or appropriate   
in                                                                              
connection with registration or documentation of the Partnership's              
Investments).                                                                   
The  foregoing  appointment  shall  not in any way limit  the  authority  of    
the                                                                             
General Partner as attorney-in-fact  for each Limited Partner of the            
Partnership                                                                     
under  Section 15 of the  Partnership  Agreement.  The power of attorney        
hereby                                                                          
granted  is  coupled  with  an  interest,   is  irrevocable  and  shall         
survive                                                                         
Subscriber's death, incapacity, insolvency or dissolution or his/her delivery   
of                                                                              
any assignment of all or any portion of his/her Units.                          

3. General Subscriber Representations. As a condition to Subscriber's 
being                                                                           
admitted to the  Partnership,  Subscriber  hereby  represents  that he/she:     
(a)                                                                             
either  (i) has  annual  gross  income of  $30,000  plus a net worth of         
$30,000                                                                         
(exclusive  of  his/her   investment  in  Units,   home,  home  furnishings     
and                                                                             
automobiles)  or a net worth of $75,000  (determined in the same manner) or     
(ii)                                                                            
meets any higher investor gross income and/or net worth standards  applicable   
to                                                                              
residents  of  his/her  State,  as set forth in the  "INVESTOR  SUITABILITY     
AND                                                                             
MINIMUM  INVESTMENT  REQUIREMENTS;   SUBSCRIPTION  PROCEDURES"  Section  of     
the                                                                             
Prospectus  (except  residents  of Iowa,  Maine,  Massachusetts,  Minnesota     
and                                                                             
Missouri who may not make such representation); (b) if Subscriber is an IRA     
or a                                                                            
Qualified Plan, it has been accurately  identified as such in Sections 2.A      
and 3                                                                           
on Page C-3; (c) has  accurately  identified  himself/herself  in Section 2.C   
on                                                                              
Page C-3 as either a U.S.  Citizen or a non-U.S.  Citizen  (Note:  a            
Subscriber                                                                      
which is a corporation,  a partnership  or trust should review the              
requirements                                                                    
for being considered a U.S. Citizen  described in the the "INVESTOR             
SUITABILITY                                                                     
AND MINIMUM INVESTMENT REQUIREMENTS;  SUBSCRIPTION PROCEDURES" Section); and    
(d)                                                                             
each subscriber who is purchasing  Units for Individual  Ownership (as          
indicated                                                                       
in  Section  3 on  Page  C-3) is  purchasing  for  his or her  own  account.    
If                                                                              
Subscriber  is  investing  in  a  fiduciary  or  representative  capacity,      
such                                                                            
investment is being made for one or more persons, entities or trusts meeting    
the                                                                             
above requirements.                                                             

4. Additional Fiduciary and Entity  Representations.  If the person   
signing                                                                         
this  Subscription  Agreement is doing so on behalf of another  person or       
entity                                                                          
who  is  the  Subscriber,   including,  without  limitation,  a                 
corporation,  a                                                                 
partnership, an IRA, a Qualified Plan, or a trust (other than a Qualified       
Plan),                                                                          
such  signatory  by signing  his/her/its  name in Section 5 of Page C-3         
thereby                                                                         
represents  and  warrants  that (a) he is duly  authorized  to (i)  execute     
and                                                                             
deliver this Subscription  Agreement,  (ii) make the  representations           
contained                                                                       
herein on behalf of Subscriber  and (iii) bind  Subscriber  thereby and (b)     
this                                                                            
investment is an authorized  investment  for such  Subscriber  under            
applicable                                                                      
documents  and/or  agreements  (e.g.,  articles of  incorporation  or           
corporate                                                                       
by-laws or action;  partnership agreement; trust indenture; etc.) and           
applicable                                                                      
law.                                                                            

5. Tax Representations.  Under the penalties of perjury, by signing   
his/her                                                                         
name in Section 5 on Page C-3, each Subscriber  thereby  certifies that: (a)    
the                                                                             
Taxpayer  Identification  Number or Social Security Number listed in Section    
2.A                                                                             
on Page C-3 is  correct;  and (b) he/she is not  subject  to backup             
withholding                                                                     
either because the Internal Revenue Service has (i) not notified such           
Subscriber                                                                      
that he/she is subject to backup  withholding as a result of a failure to       
report                                                                          
all interest or dividends or (ii) has notified  such  Subscriber  that he/she   
is                                                                              
are no longer subject to backup withholding. (If you have been notified that    
you                                                                             
are currently  subject to backup  withholding,  strike the language under       
clause                                                                          
(b) of this Paragraph 5 before signing).                                        

UPON SUBSCRIBER'S  EXECUTION OF THIS SUBSCRIPTION  AGREEMENT AND      
ACCEPTANCE                                                                      
THEREOF BY THE GENERAL PARTNER, THIS SUBSCRIPTION AGREEMENT (CONSISTING OF      
PAGES                                                                           
C-1 THROUGH C-5) WILL BECOME A PART OF THE PARTNERSHIP AGREEMENT.               
 C-4

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ICON CASH FLOW PARTNERS L.P. SEVEN
SPECIAL PAYMENT INSTRUCTION FORM
FOR DISTRIBUTIONS TO DIRECT DEPOSIT ACCOUNTS
AND/OR MULTIPLE PAYEES

                         * * * IMPORTANT * * * ALL SPLIT DISTRIBUTIONS
MUST                                                                            
BE MADE BY DIRECT DEPOSIT ONLY!                             
 PLEASE USE THIS SPECIAL PAYMENT FORM FOR ALL SPLIT DISTRIBUTIONS!

Please  use this  form only if you would  like  your  cash  distributions  to   
be                                                                              
directly  deposited  into an  account  and/or  sent to more  than  one          
account,                                                                        
location  or  payee.  A  maximum  of two  (2)  choices  are  allowed.  If       
these                                                                           
instructions are being delivered in connection with an additional  investment   
in                                                                              
this  Partnership  which  is  being  combined  with  a  prior  investment,      
the                                                                             
designations  of account,  location and payee(s) must be exactly the same       
unless                                                                          
we are advised that you are requesting prior  instructions be changed.          
Original                                                                        
signatures of all joint investors or custodial authorization are required.      

First Payee:                                                                    

Bank Name___________________________  Bank Address___________________________   

Bank ABA #__________________________  Bank Routing No._______________________   

Name of Account Holder______________  Account Type___________________________   
                             Account No.______________________

% to be Paid*_______________________  New Instructions:     Yes |_|No|_|        

Second Payee:                                                                   

Bank Name___________________________  Bank Address___________________________   

Bank ABA #__________________________  Bank Routing No._______________________   

Name of Account Holder______________  Account Type___________________________   
                              Account No._______________________

% to be Paid*_______________________  New Instructions:     Yes |_|No|_|        

* Please  note that the total of First  Payee and Second  Payee (if             
applicable)                                                                     
should equal 100% of distribution.                                              

-----------------------------------     ------------------------------------    
Original signature -                    Original signature -                    
Subscriber - Limited Partner            Subscriber - Limited Partner            
or Authorized/Custodial Representative                                          

----------------------------------      ------------------------------------    
Date Signed                             Original Signature -                    
                            Subscriber - Limited Partner

Please make a copy for your records.
ICON Securities Corp. o 600 Mamaroneck Avenue o Harrison, New York 10528        

 C-5

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No dealer,  salesman or other person has been authorized to give any            
information                                                                     
or to make any representations  other than those contained in this Prospectus   
or                                                                              
in  Supplements  hereto  or in  supplemental  sales  literature  issued  by     
the                                                                             
Partnership and referred to in this Prospectus or in Supplements  thereto,      
and,                                                                            
if given or made, such information or  representations  must not be relied      
upon.                                                                           
This  Prospectus  does not constitute an offer to sell, or a solicitation  of   
an                                                                              
offer to buy, any securities  other than the Units to which it relates or any   
of                                                                              
such Units to any person in any jurisdiction in which such offeror              
solicitation                                                                    
is unlawful. The delivery of this Prospectus at any time does not imply that    
the                                                                             
information contained herein is correct as of any time subsequent to its date.  

ICON
CASH FLOW PARTNERS
L.P. SEVEN

A Delaware Limited Partnership
 $1,200,000 (Minimum Offering)
12,000 Units of Limited Partnership Interest
$100.00 Per Unit
Minimum Investment 25 Units ($2,500)
(10 Units or $1,000 for IRAs or Qualified Plans)

PROSPECTUS

 ICON SECURITIES CORP.
Dealer-Manager

November 9, 1995

 ICON Securities Corp.
 600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600  

UNTIL  FEBRUARY  7, 1996 (90 DAYS FROM THE  EFFECTIVE  DATE OF THE              
REGISTRATION                                                                    
STATEMENT FOR THIS OFFERING, AS AMENDED),  ALL DEALERS EFFECTING TRANSACTIONS   
IN                                                                              
THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED   
TO                                                                              
DELIVER A  PROSPECTUS.  THIS IS IN  ADDITION  TO THE  OBLIGATION  OF  DEALERS   
TO                                                                              
DELIVER A  PROSPECTUS  WHEN  ACTING AS  UNDERWRITERS  AND WITH  RESPECT TO      
THEIR                                                                           
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.                                             

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     PART II

    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.    Exhibits and Financial Statement Schedules.             

a)    Exhibits.  See attached Exhibit Index.
b)    Financial Statement Schedules.        
          See Table VI - Acquisition of Equipment by
the Prior Public Programs.      

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the     
Registrant                                                                      
has duly  caused this  Post-Effective  Amendment  No. 4 to the S-1              
Registration                                                                    
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto      
duly                                                                            
authorized,  in the City of Boston, State of Massachusetts,  on this 9th day    
of                                                                              
July 10, 1998.                                                                  

              ICON CASH FLOW PARTNERS L.P. SEVEN
              (A Delaware limited partnership)

     By:   ICON CAPITAL CORP.,
 General Partner

          By:   /s/Beaufort J. B. Clarke
            Beaufort J.B. Clarke
              President and Director

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,
this                                                                            
Post-Effective Amendment No. 4 to the S-1 Registration Statement has been       
signed                                                                          
below by the following persons on behalf of the Registrant and in the           
capacities                                                                      
indicated, on this 10th day of July, 1998.                                      

Signatures                                Title(s)                              

/s/Beaufort J. B. Clarke              President (Chief Executive                
Beaufort J. B. Clarke                 Officer) and Director of ICON             
                              Capital Corp., the General Partner
             of the Registrant

/s/Gary N. Silverhardt                Vice President                            
Gary N. Silverhardt                   (Chief Financial Officer) and             
                       Assistant Treasurer of ICON
         Capital Corp.

/s/Thomas W. Martin                  Executive Vice President, Treasurer,       
Thomas W. Martin                     Secretary   and   Director  of  ICON       
        Capital  Corp.

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SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

----------------------  

EXHIBITS

TO

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

----------------------  

ICON CASH FLOW PARTNERS L.P. SEVEN  
(Exact name of registrant specified in governing instruments)   

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ICON CASH FLOW PARTNERS L.P. SEVEN

 EXHIBIT INDEX

Exhibit                                                                         
No.       DESCRIPTION                                                   Page

1.    Underwriting agreements.                                                  
   1.1   Form of Dealer-Manager Agreement.................................
**                                                                              
   1.2   Form of Selling Dealer Agreement.................................
**                                                                              

4.    Instruments defining the rights of security holders.                      
4.1   The Partnership's Third Amended and Restated                  
Agreement of Limited Partnership, as amended by         
Amendment No. 1 dated as of August 1, 1997, is included                         
as Exhibit A to the Prospectus.                         
4.2   The Subscription Agreement,  including the Limited Partner    
Signature                                                                       
   Page and Power of Attorney,  whereby a subscriber agrees to
purchase                                                                        
   Units  and  adopts  the  provisions  of  the  Agreement  of
Limited                                                                         
Partnership is included as Exhibit C to the Prospectus. 
4.3   Copy of the Partnership's Certificate of Limited              
Partnership filed with the Delaware Secretary of State  
         on May 23, 1995..................................................
*                                                                               

5.    Opinion re legality.                                                      
5.1   Opinion of Whitman Breed Abbott & Morgan with                 
         respect to securities being registered...........................
*                                                                               

8.    Opinion re tax matters.                                                   
8.1   Opinion of Whitman Breed Abbott & Morgan with                 
         respect to certain tax matters...................................
*                                                                               

10.   Material Contracts.                                                       
   10.2  Escrow Agreement.................................................
*                                                                               

23.   Consents of experts and counsel.                                          
   23.1  Consent of KPMG Peat Marwick LLP...............................E-
23.2  Consent of Whitman Breed Abbott & Morgan appears in           
that firm's opinion (Exhibit 5.1) and is incorporated   
herein by reference.                                    
23.3  Consent  of Whitman  Breed  Abbott & Morgan  appears in that  
firm's                                                                          
      opinion (Exhibit 8.1) and is incorporated herein by reference.

24.   Power of Attorney.                                                        
   24.1  Powers of Attorney ..............................................
*                                                                               

99.   Additional Exhibits.                                                      
99.1  Table VI - Acquisition of Equipment by the Prior              
         Public Programs................................................E-

* Filed as an Exhibit to the S-1  Registration  Statement filed on July 11,     
1995                                                                            
and is incorporated herein by reference.                                        

**  Filed  as an  Exhibit  to Amendment  No.  3 to the S-1 Registration         
Statement filed on November 9, 1995 and is incorporated  herein by          
reference.