June 6, 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 1, 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.   The  fundamental  legal nature of a limited  partnership is that it is
          controlled  exclusively by its general partner,  which in this case is
          ICON  Capital  Corp.  Ownership  of even 100% of the  limited  partner
          interest  does not give a limited  partner  any legal  control  over a
          limited  partnership - the general partner retains such control.  If a
          limited  partner  (or a group of limited  partners),  by virtue of the
          partnership agreement and its percentage  ownership,  has the right to
          replace the general partner,  then such limited partner or group could
          be considered to have potential control of the partnership.  Potential
          control  could be argued  to be a form of  indirect  control,  but the
          language of the tender offer rules makes clear that "indirect control"
          refers  to   situations   where  the  control  is  exercised   through
          intermediary  legal  entities - not to situations  where an additional
          affirmative  step (a  valid  removal  and  replacement)  must be taken
          before the potential  control  becomes  actual  control.  If a limited
          partner  (or a group of limited  partners),  by virtue of the  limited
          partnership agreement and its percentage  ownership,  has the right to
          take actions  without the concurrence of the general  partner,  or can
          withhold  approval of certain actions and thereby prohibit the general
          partner from taking such actions,  then such limited  partner or group
          could  be  considered  to have  partial  control  of the  partnership.
          However,  referring to the definition of "control" in Rule 12b-2,  the
          Purchasers do not possess direct or indirect "power to direct or cause
          the direction of the management and policies of" the Partnership.  The
          management and policies of the Partnership are directed exclusively by
          the  general  partner.  For this  Partnership,  as with  most  limited
          partnerships,  "control" in the form of directing the  management  and
          policies of the Partnership is an all-or-nothing  proposition:  either
          you are the  general  partner or not.  The  Purchasers  do no have the
          ability to elect one or more of the directors of the general  partner,
          or to influence the general partner in any meaningful way. So, even if
          the offer were  successful  in obtaining a majority of all units,  the
          Purchasers would not have any meaningful control.

     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