Plan of Liquidation And Dissolution

Exhibit 10.1






PLAN OF LIQUIDATION AND DISSOLUTION



This Plan of Liquidation and Dissolution (the "Plan"), dated as of July 12, 2007, is entered into by and among ICON Cash Flow Partners L.P. Seven, a Delaware limited partnership (the "Partnership ?), and ICON Capital Corp., a Delaware corporation (the "General Partner"), and is intended to accomplish the complete liquidation and dissolution of the Partnership in accordance with Section 17-804 and other applicable provisions of the Delaware Revised Uniform Limited Partnership Act.



R E C I T A L S



WHEREAS, the Partnership and the General Partner, among others, are parties to a Third Amended and Restated Agreement of Limited Partnership, dated as of September 12, 1995, as amended on October 1, 1997 (the "Partnership Agreement" ); and



WHEREAS, the General Partner has determined that it is in the best interest of the Partnership to complete the liquidation and dissolution of the Partnership pursuant to the adoption of this Plan; and



WHEREAS, in furtherance hereof, the General Partner shall (i) place all of the Partnership's assets and liabilities, including any cash, in a liquidating trust (the "Liquidating Trust"), with the General Partner as its managing trustee (the "Managing Trustee"), for the benefit of the holders of limited and general partnership interests of the Partnership (the "Unitholders"); and (ii) cause the Liquidating Trust, pursuant to the terms of a Liquidating Trust Agreement (the "Liquidating Trust Agreement") by and between the Partnership, the General Partner, as Managing Trustee, and NRAI Services, LLC, as resident trustee (the "Resident Trustee" and, with the Managing Trustee, the "Trustees") of even date herewith and attached as Exhibit A hereto, to distribute all of the net cash proceeds from the sale of assets of the Liquidating Trust and cash, less reserves for any contingent liabilities, to the beneficiar ...