FORM OF INVESTMENT MANAGEMENT AGREEMENT

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of the _____ day of _____ , 200___ (this “ Agreement ”) by and between ICON EQUIPMENT AND CORPORATE INFRASTRUCTURE FUND FOURTEEN, L.P., a Delaware limited partnership (“ Fund Fourteen ”), and ICON CAPITAL CORP., a Delaware corporation (the “ Investment Manager ”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Limited Partnership Agreement of Fund Fourteen dated as of _______, 2008, as amended from time to time (the “ Partnership Agreement ”).

WHEREAS , Fund Fourteen was formed for the purpose of making Investments; and

WHEREAS, the Investment Manager is engaged in the business of managing and providing advisory services with respect to Investments; and

WHEREAS , Fund Fourteen desires to engage the Investment Manager, and the Investment Manager desires to be engaged, to perform certain services to Fund Fourteen in connection with the Investments and the operations of Fund Fourteen.

NOW THEREFORE , in consideration of the covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

A.    The Investment Manager shall provide Fund Fourteen with advice and services as may be requested or required by Fund Fourteen to manage the Investments and operate Fund Fourteen, which advice and services (collectively, the “ Services ”) shall include, without limitation, the following:

i)    Provide advice, analysis (including credit and Capital Asset analysis and other due diligence), and recommendations with respect to the origination, investigation not exactly, structuring, financing, acquisition, monitoring, syndication, remarketing, extending, renewing and disposing of potential and existing Investments;

ii)    Prepare and review and supervise the preparation and review of all agreements, certificates, amendments, notices, instruments, and other documents required to acquire, manage, finance, syndicate, remarket or dispose of any Investment or potential Investment;

iii)    Provide accounting, finance, financial reporting, legal, tax, investor relations, portfolio and asset management, treasury, marketing, receivables and payables management, and other administrative services with respect to existing and potential Investments and the operations of Fund Fourteen; and

iv)    Provide such additional assistance and services to, and develop, license, and/or acquire such systems and software for the benefit of, Fund Fourteen as the general partner of Fund Fourteen may reasonably request or deem appropriate in connection with the foregoing.

B.    Fund Fourteen hereby appoints the Investment Manager as its agent and attorney-in-fact with full power, discretion and authority to make management decisions concerning the Investments and to enter into agreements and commitments, on behalf of and in the name of Fund Fourteen and its affiliates and subsidiaries, including, without limitation, lease agreements, loan agreements, financing agreements, purchase and sale agreements, and agreements with service providers and other third parties related to the Investments. This appointment of the Investment Manager as agent and attorney-in-fact includes the full power of substitution and further includes the full power to appoint agents and subagents to enter into agreements on behalf of Fund Fourteen and its affiliates and subsidiaries.

C.    The Investment Manager hereby agrees that the Services shall be carried out in accordance with customary and usual procedures of institutions that perform the Services, unless otherwise provided specifically in the Partnership Agreement.

D.    To the extent any expenses are incurred by the Investment Manager on behalf of Fund Fourteen and/or its subsidiaries and one or more funds or accounts managed by the Investment Manager, such expenses will be allocated, as determi