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