DEALER-MANAGER AGREEMENT

EXHIBIT 1.1

175,000 SHARES OF LIMITED LIABILITY COMPANY INTERESTS

of

ICON LEASING FUND ELEVEN, LLC

(a Delaware limited liability company)

FORM OF

DEALER-MANAGER AGREEMENT

Ladies and Gentlemen:

Reference is made to the enclosed prospectus, which was included in the registration statement at the time it became effective and any and all amendments and supplements thereto (collectively, the “Prospectus”) relating to the offering (the “Offering”) by ICON Leasing Fund Eleven, LLC, a Delaware limited liability company which is an equipment leasing program (the “Company”), of limited liability company interests for a purchase price of $1,000 each (the “Shares”). The Shares and the terms upon which they are offered are more fully described in the Prospectus.

We are entering into this Agreement with you, effective as the date hereof, as exclusive managing sales agent (the “Dealer-Manager”) pursuant to which you are authorized to (1) select and provide sales support to a group of broker-dealers (the “Selling Dealers”) which are members of the National Association of Securities Dealers, Inc. (the “NASD”) and (2) to offer directly to the general public, in each case to offer, on a “best efforts” basis, a total maximum offering of up to 175,000 Shares.

Each Selling Dealer selected by you is authorized by its selling dealer agreement (the “Selling Dealer Agreement”), and you are hereby authorized, to find purchasers for the Shares which satisfy the suitability standards set forth in the Prospectus during the Offering Period (as defined below) and which are acceptable to the Company. The date on which the Offering shall terminate is the earlier of (i) the first anniversary of the Effective Date (as defined in the Prospectus) of the registration statement, as amended at the time it becomes effective (the “Registration Statement”), (ii) April 21, 2007 or (iii) the date on which all Shares available for sale are sold, unless the Offering is earlier terminated (hereinafter called the “Termination Date”), with notice to you by ICON Capital Corp., the manager of the Company (the “Manager”). The period between the Effective Date of the Registration Statement and the Termination Date is hereinafter called the “Offering Period.” Each date on which any investor is admitted to the Company (thereby becoming a “Member”) is hereinafter called a “Closing Date.”

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

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

2. Subscriptions for Shares. You shall (a) find Eligible Investors for the Shares, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “ICON Leasing Fund Eleven, LLC” to:

ICON Capital Corp.

100 Fifth Avenue, 4th Floor

New York, NY 10011

Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the Manager at the foregoing address no later than noon of the next day after receipt from your customer by any member of, or associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the Manager will be

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subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the Manager will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to a segregated subscription account of the Company. We undertake to promptly return directly to you for return to any of your customers whose subscriptions are not accepted by the Manager, their Subscription Agreements together with the related, uncashed subscription payments within two business days of our receipt of same. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payments from escrow. The Manager has reserved the unconditional right to refuse to accept, in whole or in part, any subscription and related payment and to refuse to accept as a purchaser any investor for any reason whatsoever or no reason.

The Manager will accept subscriptions for additional Shares during the Offering Period and to admit to the Company as Members investors whose subscriptions are accepted. Such admissions will take place from time to time as shall be determined by the Manager, with the anticipation that Closing Dates will occur as frequently as daily but not less frequently than twice each month and promptly following the end of the Offering Period or earlier termination of the Offering.

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In connection with the Offering, the Company will pay:

(a) sales commissions in an amount equal to 8.0% of the total purchase price of all Shares sold through your efforts (the “Sales Commissions”), except for Share sales to (a) officers, employees and securities representatives of the Dealer-Manager, the Manager, their affiliates and each Selling Dealer (the “Affiliated Members”), and (b) investors by registered investment advisers affiliated with a Selling Dealer who do not charge a commission in connection with an investment in Shares (the “RIA Members”), as to which no Sales Commissions are payable. Affiliated Members and RIA Members may purchase Shares for a net share price of $920.00 per Share. Purchases of Shares by Affiliated Members and RIA Members shall be for investment purposes only and not with a view toward resale or other distribution and shall be limited to a maximum of 10% the total Shares sold.

(b) an underwriting fee (the “Underwriting Fee”) equal to $20.00 for every Share actually sold by you, your registered representatives and registered representatives of all Selling Dealers for your services in supervising the sale of Shares and to reimburse you, on a non-accountable basis, for wholesaling fees and marketing expenses.

The total compensation to be paid to you in connection with the Offering, including Sales Commissions and Underwriting Fees shall not exceed 10.0% of the gross offering proceeds from sale of Shares and the total of such Sales Commissions, Underwriting Fees and bona fide due diligence fees and expenses reimbursements (if any), shall not exceed 10.5% of the gross offering proceeds from the sale of Shares.

All such compensation will be paid by the Company within 30 days after each Closing Date in respect of subscriptions submitted by investors who were admitted to the Company on such Closing Date. In addition, you may be entitled, in the Manager’s sole discretion, to reimbursement, on a fully accountable basis, for bona fide due diligence fees and expenses actually incurred by you in an amount not exceeding the lesser of (a) 0.5% of the gross offering proceeds or (b) the maximum amount permitted to be paid under the NASD’s Conduct Rules. Notwithstanding the foregoing, no compensation will be paid with respect to subscriptions (or portions thereof) which have been rejected by the Manager.

Sales Commissions with respect to Shares actually sold by you or your registered representatives and Underwriting Fees with respect to all Shares sold (by you or by any Selling Dealers) will be due and payable to you within 30 days of each Closing Date on which purchasers of such Shares are admitted as Members.

3. Termination of Agreement. The provisions of this Agreement relating to the Offering shall terminate as to the Company upon the completion of the Offering Period or earlier termination of the Offering, and may be terminated by you or us as specified in Section 10 of this Agreement, subject to the survival of all provisions hereof which by their nature are intended to survive termination of this Agreement.

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4. Limitations on Payments. You agree that neither you nor any salesperson or registered representative under your control shall, directly or indirectly, pay or award any finder’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of Shares; provided, however, that this provision shall not prohibit the normal Sales Commissions payable to any properly licensed person for selling Shares. In addition, you agree not to receive any rebates or give-up or participate in any reciprocal business arrangements (other than the securities distribution arrangements specified in the Prospectus) which would violate any restriction on the Company contained in the Prospectus.

5. Supplemental Sales Material.

Supplemental sales materials shall be categorized as either:

(a) Broker/Dealer Use Only educational materials, which shall be defined as materials prepared for or by the Company for the sole purpose of educating you in your preparation to solicit the sale of Shares in the Offering and shall not be used by you with members of the general investing public and, to the extent required, have been submitted to and reviewed by the appropriate regulatory agencies.

(b) Investor sales material, which shall be defined as materials prepared for or by the Company which, to the extent required, have been submitted to and reviewed by the NASD, SEC or other appropriate regulatory agencies. These materials may be used by you with members of the general investing public.

You agree that you will not use any supplemental sales materials other than the Prospectus (including, inter alia transmittal letters, underwriting memoranda, summary descriptions, graphics, supplemental exhibits, media advertising, charts, pictures, written scripts or outlines), whether prepared to solicit sales to prospective investors or for the exclusive use of you and your personnel, except as supplied by the Company and described under the caption “Supplemental Sales Literature” in the Prospectus, or otherwise specifically described in a written advice from the Company authorizing the type and manner of use. The use of any such other supplemental sales material is expressly prohibited to the extent specified in any such written advice.

6. Right to Sell. Notwithstanding any information furnished or any action taken by us in that connection, we shall have no obligation or liability with respect to the registration or qualification of the Shares in any jurisdiction or qualification or right of you or any Selling Dealer to sell or advertise them therein.

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7. Limited Obligations. Nothing herein contained shall constitute a partnership, association or other separate entity or partners between or among you, and/or any Selling Dealer and the Company, or with each other, but you shall be responsible for your share of any liability or expense based upon any claim to the contrary. We shall not be under any liability to you, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act of 1933, as amended (the “Act”), and no other obligations on our part shall be implied hereby or inferred herefrom.

(a) Notwithstanding anything to the contrary provided herein, the Company will indemnify and hold you harmless in the manner and solely to the extent specified in Section 6 of the LLC Agreement (the terms of which are incorporated herein by reference) against any losses (including any claims of any Selling Dealers), damages or liabilities, joint or several, to which you may become subject as a result of entering into, or performing your duties, under this Agreement.

(b) You agree to indemnify and hold harmless the Manager, in its capacity as manager of the Company, and the Company against any losses, claims, damages or liabilities to which the Manager and the Company may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of circumstances under which they are made not misleading in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or