FORM OF SELLING DEALER AGREEMENT

Ladies and Gentlemen:

Reference is made to the enclosed prospectus, as amended at the time the related registration statement becomes effective (the “Prospectus”) relating to the offering (the “Offering”) by ICON Leasing Fund Eleven, LLC, a Delaware limited liability company (the “Company”), of limited liability company interests of $1,000 each (the “Shares”). The Shares and the terms upon which they are offered are more fully described in the Prospectus, which is dated as of the date on which the Securities and Exchange Commission (“SEC”) declared the registration statement (the “Registration Statement”) for the Offering to be effective (the “Effective Date”).

Pursuant to the authority granted to ICON Securities Corp. (the “Dealer-Manager”) by the Company in the dealer-manager agreement (the “Dealer-Manager Agreement”), we have selected your firm, and you are agreeing, to act as a selling dealer (a “Selling Dealer”) in accordance with the terms of this Agreement. In particular, by executing this Agreement you (1) represent to us and the Company that your firm is now, and will at all times during which this Agreement is effective, (a) remain a member in good standing of the National Association of Securities Dealers, Inc. (“NASD”), (b) remain duly qualified under the securities and other applicable laws of each jurisdiction checked on Exhibit A to this Agreement (as such shall be immediately amended by you, as necessary, to reflect any changes therein (i.e., additions thereto, or subtractions therefrom, of states)) and (c) offer Shares, directly and through your registered representatives only to the residents of the states so designated and (2) agree to offer to sell, on a best efforts basis, Shares (a) directly to the general public, (b) in an aggregate amount not exceeding the total maximum offering of 200,000 Shares and (c) to investors who satisfy the suitability standards set forth in the Prospectus and as determined by your firm in accordance with the NASD’s Conduct Rules as in effect during the Offering Period (as defined below). A11 of such subscriptions, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), are subject to acceptance by the Company and may be rejected in the sole discretion of ICON Capital Corp., in its capacity as manager of the Company (the “Manager”).

In general, the “Offering Period” for the sale of Shares commenced on the date of the Prospectus (which is also the Effective Date) and will terminate on the second anniversary thereof unless (1) the maximum offering is completed earlier (e. g., through the sale of all 200,000 Shares) or (2) terminated earlier (with notice to you and the other Selling Dealers) at the election of the Manager, in its sole discretion (the “Termination Date”). In addition to the foregoing general rules, each state must also authorize the sale of Shares to its residents (which state effective dates will be either the Effective Date or as otherwise may be set forth on a “Blue-Sky Survey” issued, or to be issued, from time to time after the Effective Date, by counsel to the Dealer-Manager). Finally, most states authorize the offering of Shares to their residents for a maximum of 12 months before requiring the re-registration of the offering or renewal of qualification of the Shares under their respective securities laws (and consequently, if you have not received an updated “Blue-Sky Survey” or Prospectus prior to the first anniversary of the Effective Date, a request should be made for such updated materials to confirm the continued qualification of the Offering in states in which you propose to offer Shares for sale beyond the initial 12 month portion of the Offering Period).

Each date on which any investor is admitted to the Company (and thereby becoming a “Member”) is hereinafter called a “Closing Date.”

Once executed by all parties, this Agreement will become effective only upon your receipt of notification (in the form of the initial “Blue-Sky Survey”) confirming that (1) the Registration Statement with respect to the Shares has become effective under the Securities Act of 1933, as amended (the “Act”), and (2) the Shares have been qualified for sale (or are exempt from such qualification requirements, if any) in at least one jurisdiction in which you have indicated in Exhibit A that you and those of your registered representatives who are employed for such purpose are duly qualified in such capacity that your firm intends to offer to sell Shares.

The Company will accept subscriptions for the Shares subject to the Company’s right to terminate the Offering at any time 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 Selling Dealer . We hereby authorize you to act as a Selling Dealer during the Offering Period and, on a “best efforts” (and not “firm commitment”) basis only, to offer Shares to potential investors which (a) satisfy the investor suitability standards (i) set forth in the Prospectus as well as (ii) under applicable state laws and (iii) the NASD’s Conduct Rules and (b) are acceptable to the Company (the “Eligible Investors”). As a Selling Dealer, you will 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 therefore 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 contained in (x) the Prospectus or (y) any sales material which has been reviewed by the appropriate regulatory agencies which we have supplied to you for your use with the general public (as described in greater detail in Section 5 of this Agreement).

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, 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 “The JP Morgan Chase Bank ICON Leasing Fund Eleven, LLC Escrow Account” pending receipt and acceptance by the Manager of subscriptions for 1,200 Shares and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 10,000 Shares have been received and accepted) in the form of a check made payable to “ICON Leasing Fund Eleven, LLC” to:

Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person 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 such subscription payment received 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 receipt thereof, to The JP Morgan Chase Bank (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptions for an aggregate of 1,200 Shares (excluding those subscriptions received from residents of the Commonwealth of Pennsylvania, for which an escrow account will be maintained until such time as subscriptions for 10,000 Shares have been received from investors in all jurisdictions) and thereafter will be deposited in a segregated subscription account maintained solely for such purpose by the Company. We will return directly to you any Subscription Agreement which is not accepted by the Manager together with the related subscription payment within two business days of our receipt of same for your prompt return of same to your customer. Unless and until an event requiring a refund occurs, an investor will have no right to withdraw his subscription payment 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 an investor any person for any reason whatsoever or no reason.

Unless subscriptions for at least 1,200 Shares are received and accepted by the Manager (excluding subscriptions for Shares from residents of the Commonwealth of Pennsylvania) on or before the Termination Date, the Company will promptly refund all subscription payments received by it in full with interest earned thereon, if any, and without deduction, and the Offering shall thereupon terminate. Promptly after receiving and accepting subscriptions for 1,200 Shares (excluding subscriptions for Shares from residents of the Commonwealth of Pennsylvania), the Manager will notify the Escrow Agent that Schedule A to the Company’s limited liability company agreement (the “LLC Agreement”) has been amended to admit as Members investors (other than those who are residents of the Commonwealth of Pennsylvania) for whom subscriptions have been accepted, and the Escrow Agent is to pay over promptly to the Company the amount of all of such investors’ subscription payments then on deposit (excluding those from residents of the Commonwealth of Pennsylvania), including interest earned thereon. The Company shall distribute interest earned on each subscription payment to the investors entitled to interest earned on his subscription. The date upon which such admission of Members shall occur is hereinafter called the “Initial Closing Date.” Under regulations of the Commonwealth of Pennsylvania, until subscriptions for 5% (or $10,000,000) of the maximum offering have been received, the subscription payments of Pennsylvania residents must be held in escrow.

Following the Initial Closing Date, the Manager will continue to accept subscriptions for additional Shares during the remainder of the Offering Period and to admit 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 subsequent to the Initial Closing Date will occur as frequently as daily but not less frequently than twice each month following the Initial Closing Date and promptly following the end of the Offering Period or earlier termination of the Offering.

The Company, by its acceptance of this Agreement, agrees to pay you an amount equal to 8.0% of the total purchase price of all Shares sold through your efforts (the “Sales Commissions”), except for sales of Shares to (a) officers, employees and securities representatives of the Manager, its affiliates and each Selling Dealer (the “Affiliated Members”), and (b) investors by registered investment advisers affiliated with you (who do not charge a commission in connection with an investment) who may purchase Shares for a net price of $920.00 per Share and as to which no Sales Commissions are payable. Purchases of Shares by Affiliated 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% of the total Shares sold.

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 your firm in an amount not exceeding the lesser of (a) 1/2 of 1% 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 in respect of subscriptions (or portions thereof) which have been rejected by the Company, or in the event the minimum offering for 1,200 Shares is not successfully completed.

From time to time, we many advance to you from our own funds an amount equal to the Sales Commissions (computed as set forth above). Any such advances shall be payable only with respect to bona fide transactions (as referenced in NASD Conduct Rule 2810(b)(4)(B)(iii)) for subscriptions for Shares accepted by the Manager as of the date any such advance is made.

Sales Commissions with respect to Shares actually sold by you or your registered representatives will be due and payable to you within 30 days of each Closing Date on which the investors for such Shares are admitted as Members. To the extent that any such Sales Commissions are advanced to you (pursuant to the preceding sentences of this paragraph) prior to the Closing Date when they actually are due and payable to you, such advances shall be returnable by you to us, in the event that, for any reason, the applicable investors are not admitted to the Company as Members on a Closing Date. You also agree that advances are repayable by you to us, and that the Company is authorized as your agent to pay us (as an offset to your Sales Commissions on such sales) upon the Closing applicable thereto.

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.

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 commission 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 except 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 the qualification or right of you or any Selling Dealer to sell or advertise them therein.

7.     Limited Obligations . Nothing herein contained shall constitute the Selling Dealers a