SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 2
                                       to
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               -------------------

                       ICON CASH FLOW PARTNERS L.P. SEVEN
                            (Name of Subject Company)

  MPF-NY 2006, LLC, MORAGA GOLD, LLC, MPF DEWAAY FUND 3, LLC, MPF FLAGSHIP FUND
  11, LLC, MPF BLUE RIDGE FUND I, LLC, MPF BLUE RIDGE FUND II, LLC, MPF SENIOR
     NOTE PROGRAM I, LP, MACKENZIE PATTERSON SPECIAL FUND 7, LLC, MPF DEWAAY
     PREMIER FUND 3, LLC, MACKENZIE PATTERSON SPECIAL FUND 6, LLC, MACKENZIE
  PATTERSON SPECIAL FUND 6-A, LLC, MPF INCOME FUND 22, LLC, MPF INCOME FUND 23,
          LLC, MPF DEWAAY FUND 4, LLC, MPF DEWAAY PREMIER FUND 2, LLC;

            MP VALUE FUND 7, LLC; AND MACKENZIE PATTERSON FULLER, LP

                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                 None or unknown
                      (CUSIP Number of Class of Securities)
                             -----------------------
                                                Copy to:
Christine Simpson                               Chip Patterson, Esq.
MacKenzie Patterson Fuller, LP                  MacKenzie Patterson Fuller, LP
1640 School Street                              1640 School Street
Moraga, California  94556                       Moraga, California  94556
(925) 631-9100 ext.224                          (925) 631-9100 ext. 206

                     (Name, Address, and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

         Transaction                                            Amount of
         Valuation*                                             Filing Fee

         $4,443,966                                             $475.50

 *       For purposes of calculating the filing fee only.  Assumes the purchase
         of 987,548 Units at a purchase price equal to $4.50 per Unit in cash.

[X]      Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid: $475.50
         Form or Registration Number: SC TO-T
         Filing Party: MacKenzie Patterson Fuller, LP
         Date Filed: May 30, 2006

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]





The Schedule TO filed as of May 1, 2006 and amended June 6, 2006 by the
above-named bidders is hereby amended as set forth below. Items not amended
remain unchanged, and capitalized terms are used as defined in the original
Schedule.


                                  TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay Fund 3, LLC, MPF Flagship Fund
11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior
Note Program I, LP, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier
Fund 3, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson
Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF
DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, LLC, and MP Value Fund 7, LLC
(collectively the "Purchasers") to purchase all Units of limited partnership
interest (the "Units") in ICON Cash Flow Partners L.P. Seven (the
"Partnership"), the subject company, not already held by purchasers and their
affiliates at a purchase price equal to $4.50 per Unit, less the amount of any
distributions declared or made with respect to the Units between May 30, 2006
(the "Offer Date") and July 11, 2006 or such other date to which this Offer may
be extended (the "Expiration Date"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 30, 2006 (the "Offer to
Purchase") and the related Letter of Transmittal

The Purchasers are amending the Offer to add MP Value Fund 7, LLC as a Purchaser
and by making the following additional disclosures. In March 2006, MP Value Fund
7, LLC entered into a contract to purchase 500 Units of the Partnership at $7.65
per Unit in order to become a partner in the Partnership. Those Units have not
transferred as of the date of the Offer or this amendment, so the Offer did not
disclose that the Purchasers owned any Units in the Partnership. However, the
Purchasers do have the contractual right to purchase those Units and such Units
should be transferred in the near future. The 500 Units constitute 0.05% of the
outstanding Units. The Partnership has disclosed that it will not recognize any
of the Purchasers as substitute limited partners, but rather will only transfer
the economic rights to the Units purchased pursuant to the Offer. This fact
should not be material to any partner's decision as to whether to sell Units or
not because it has no impact on the contract or purchase price or rights of the
seller. Further, please note that if we were successful in obtaining more than
50% of the Units of the Partnership, we might have the ability to control the
Partnership through the ability to remove the general partner, although we have
no intention of so doing.

                                   SIGNATURES


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:   June 14, 2006

MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay Fund 3, LLC, MPF Flagship Fund
11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior
Note Program I, LP, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier
Fund 3, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson
Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC, MPF
DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, LLC

By:      /s/ Chip Patterson
         -------------------------------
         Chip Patterson, Senior Vice President of Manager or
         General Partner of each filing person

MACKENZIE PATTERSON FULLER, LP

By:      /s/ Chip Patterson
         -------------------------------
         Chip Patterson, Senior Vice President

COVER

June 14, 2006

Daniel Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
Washington, D.C. 20549-0303

Re:  ICON Cash Flow  Partners  LP Seven,  Schedule  TO-T  filed  May 30, 2006 by
MacKenzie Patterson Fuller, LP and its affiliates, the Purchasers
SEC File No. 005-81835

Dear Mr. Duchovny:

Thank you for your letter dated June 9, 2006 regarding our recent Schedule TO-T.
I will respond to the questions you asked in your letter in the order in which
you posed them.

     1.   We have revised the offer and amended the Schedule TO-T.

     2.   We have amended the Schedule TO-T.

Closing paragraphs: While acknowledging the Staff's positions, and without
implying any specific issue with such position, we respectfully decline to make
the statements requested. There is no requirement that we do so. To the extent
the requested statements are accurate statements of applicable law, there is no
reason to obtain from bidders a recitation of such law. To the extent the
statements go beyond applicable law or reflect interpretations of law that may
be open to dispute, it would not be fair or appropriate to require bidders to
make statements that might prejudice their right to take a contrary position at
some later time, if the occasion arose.

Please let me know if you have any questions or further comments.

Very Truly Yours,

Chip Patterson
Senior Vice President and General Counsel
(925) 631-9100 ext. 206
(925) 871-4046 (Fax)
chip@mpfi.com