Exhibit 4.3

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED  LIABILITY COMPANY AGREEMENT
OF ICON LEASING FUND ELEVEN, LLC

     This Amendment No. 1 to the Amended and Restated Limited  Liability Company
Agreement of ICON Leasing Fund Eleven, LLC, a Delaware limited liability company
(the "LLC"), is entered into as of August 22, 2006.

     WHEREAS,  that  certain  Amended and  Restated  Limited  Liability  Company
Agreement  (the "LLC  Agreement") of the LLC was entered into on April 21, 2006,
as  amended  from  time  to  time,  among  ICON  Capital  Corp.,  a  Connecticut
corporation ("ICON"), as manager (hereinafter referred to as the "Manager"), and
such  additional  members  as  may  be  added  pursuant  to  the  terms  thereof
(hereinafter referred to collectively as the "Additional Members").  The Manager
and the  Additional  Members are  hereinafter  referred to  collectively  as the
"Members."

     WHEREAS,  the  Manager  has the  authority  under  Section  14.1(b) to make
amendments to the LLC Agreement to cure any ambiguities in the LLC Agreement;

     WHEREAS,  the Manager has the authority  under Section 14.1(d) to delete or
add any provision of or to the LLC Agreement  required to be so deleted or added
by any state regulatory body; and

     WHEREAS, the Manager has determined that it is necessary and appropriate to
amend the LLC  Agreement for the benefit of the LLC and the Members as requested
by the Pennsylvania Securities Commission;


     NOW, THEREFORE,  the LLC Agreement is hereby amended effective  immediately
as follows:

     1. Section  3.2(f) of the LLC  Agreement is hereby  amended by deleting the
word "related" and replacing it with the word "incidental".

     2. Section  3.2(g) of the LLC  Agreement is hereby  amended and restated in
its  entirety by deleting  "miscellaneous  equipment of any other type which the
Manager  believes may be an attractive  investment" and replacing it with "other
types of equipment which the Manager  believes may be an attractive  investment,
including  future  technology  equipment,  custom made or specialized  equipment
similar to those types of equipment  described above,  data gathering  equipment
and upgrades and retrofits to existing equipment."

     The LLC Agreement of the LLC is hereby amended as so stated and the Manager
on behalf of the LLC  acknowledges  and accepts such  amendments as evidenced by
its signature below.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as of
the date first above written.


Manager:  ICON CAPITAL CORP.

              By:/s/ Thomas W. Martin
              -----------------------
              Name: Thomas W. Martin
              Title: Chief Operating Officer