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Equipment Leasing Commitment - FINOVA Technology Finance Inc. and ImClone Systems Inc.

March 23, 1998

Mr. Paul Goldstein
Senior Director Finance, Controller
ImClone Systems, Inc.
22 Chubb Way
Somerville, NJ  08876

Dear Mr. Goldstein

FINOVA  Technology  Finance,  Inc.  ('Lessor')  is pleased to offer to lease the
Equipment described below to ImClone Systems, Inc. ('Lessee').

The outline of this Commitment is a follows:

Lessee:                  ImClone Systems Inc.

Lessor:                  FINOVA Technology Finance, Inc.

Equipment:               Various laboratory,  computer and office equipment, and
                         leasehold improvements.  All equipment shall be subject
                         to  review   and   approval   by  the  Lessor  for  its
                         acceptability  for lease  under  this  Commitment.  The
                         Equipment Cost of all leasehold  improvements shall not
                         exceed $420,000. However, no leasehold improvements may
                         be  acceptable  for lease  if, at the time of  closing,
                         their Equipment Cost plus the aggregate  Equipment Cost
                         for previously  delivered leasehold  improvements shall
                         exceed 21% of the Equipment  Cost of all Equipment then
                         and previously delivered under prior commitments.

Equipment Cost:          $2,000,000

Equipment Location:      Somerville, NJ and an office in New York, NY

Anticipated Delivery:    February 1, 1998 - March 31, 1999

Closing Date:            The  date  that  the  Lessor  makes  payment  for   the
                         Equipment covered  under each schedule to the Equipment
                         Lease   (each  a  'Schedule'  and   collectively    the
                         'Schedules')  with an aggregate   cost of not less than
                         $75,000,  but no later than March 31, 1999.

Term:                    From  each  Closing  Date  until  48  months  from  the
                         thirtieth day of the month next following or coincident
                         with that  Closing  Date.

Monthly Rent:            Monthly Rent equal to 2.420% of Equipment Cost shall be
                         payable monthly in advance. First and last month's rent
                         due in advance.

Adjustment to
Rental Payments:         If on the second  business  day  preceding  the Closing
                         Date for each Schedule, the highest yield for four-year
                         U.S.  Treasury  Notes as  published  in The Wall Street
                         Journal  is  greater  or less than the yield on January
                         12, 1998,  the Monthly Rent Payments shall be increased
                         or decreased  to reflect such change in the yield.  The
                         yield  as of  January  12,  1998  is  5.26%.  As of the
                         Closing Date,  the Monthly Rent Payments shall be fixed
                         for the entire term.

Interim Rent:            Interim  Rent shall accrue from each Closing Date until
                         the 29th day of the month (27th day of the month in the
                         case of  February)  unless the  Closing  Date is on the
                         30th day of the month.  If the Closing Date is the 31st
                         day of a month,  Interim  Rent shall  accrue  until the
                         29th  day of the next  following  month.  Interim  Rent
                         shall  be at the  daily  equivalent  of  the  currently
                         adjusted Monthly Payment.

Net Lease:               The lease shall be a net-net-net  lease  containing the
                         usual  provisions in the Lessor's  lease  agreement and
                         such other or different  provisions  that are agreed to
                         by the  parties.  The Lessee shall be  responsible  for
                         maintenance,  insurance, taxes, and all other costs and

Taxes:                   Sales or use taxes shall be added to the Equipment Cost
                         or collected on the gross rentals, as appropriate.  The
                         Lessee  will be  given an  opportunity  to  supply  tax
                         exemption certificates where applicable.

Insurance:               Prior to any  delivery of  Equipment,  the Lessee shall
                         furnish confirmation of insurance reasonably acceptable
                         to the Lessor covering the Equipment including primary,
                         all risk,  physical damage,  property damage and bodily
                         injury with appropriate loss payee endorsement in favor
                         of the Lessor.

Condition to Closing:    Conditions precedent to each Closing Date shall include
                         that no  payment  is then past due to the Lessor or any
                         assign of the Lessor from the  Lessee,  that the Lessee
                         is in compliance  with the material  provisions of this
                         Commitment and the lease, that information requested by
                         the Lessor and all  documentation  then required by the
                         Lessor's  counsel  has  been  received  by  the  Lessor
                         including  resolutions of the Board of Directors of the
                         Lessee  authorizing  the  transactions  contemplated by
                         this  Commitment  and an  opinion  of  counsel  for the
                         Lessee satisfactory to counsel for the Lessor, that the
                         Lessee is not in default under any material contract to
                         which it is a party or by which it or its  property  is
                         bound, and that there has not been any material adverse
                         change or  threatened  material  adverse  change in the
                         financial  or other  condition,  business,  operations,
                         properties,  assets or  prospects  of the Lessee  since
                         December 31, 1996 or from the written  information that

                         has been  supplied  to the Lessor  prior to the date of
                         this Commitment by the Lessee.

                         The Lessor shall not be responsible  for any failure of
                         suppliers  or  manufactures  of the  Equipment or their
                         distributors to perform their obligations to the Lessor
                         or the  Lessee.  The  Lessee  shall  provide  quarterly
                         financial  statements  and  status  reports  during the
                         Commitment period.

Purchase Option:         The Lessee  shall have the option to purchase  all (but
                         not less than all) the Equipment,  at the expiration of
                         the term of the lease for the then  current Fair Market
                         Value of the Equipment, plus applicable sales and other

Automatic Renewal:       In the event the Lessee does not  exercise the Purchase
                         Option described  above, the lease shall  automatically
                         renew for a term of one year with Monthly rentals equal
                         to 1.50% of Equipment Cost payable  monthly in advance.
                         At the  expiration  of the renewal  period,  the Lessee
                         shall  have the  option to  purchase  all (but not less
                         than  all)  the  Equipment  for its then  current  Fair
                         Market Value, plus applicable sales and other taxes.

Additional Covenants:    There  shall  be  no  actual  or  threatened   material
                         conflict with, or material violation of, any regulatory
                         statute,  standard or rule relating to the Lessee,  its
                         present or future operations, or the Equipment.

                         All  statements  made by the Lessee to the Lessor shall
                         be correct in all material  respects and shall not omit
                         any material fact  necessary to make the statements not
                         misleading in light of the  circumstances in which they
                         are  made.  There  shall be no  material  breach of the
                         representations  and  warranties  of the  Lessee in the
                         lease  during  the term of the  lease  and any  renewal
                         periods.  The  representations  shall  include that the
                         Equipment  Cost of each item of the Equipment  does not
                         exceed  the  fair and  usual  price  for like  quantity
                         purchases  of such  item and  reflects  all  discounts,
                         rebates  and  allowances  for the  Equipment  given  to
                         Lessee or any affiliate of Lessee by the  manufacturer,
                         supplier or anyone else including,  without limitation,
                         discounts for advertising,  prompt payment,  testing or
                         other services.

Fees and Expenses:       The  Lessee  shall  be  responsible  for  the  Lessor's
                         reasonable expenses in connection with the transaction.

Survival:                The Commitment  Letter shall survive closing.  However,
                         if  there  is  any  conflict   between  the  terms  and
                         conditions of the Master  Equipment Lease Agreement and
                         Schedules  and  those of this  Commitment  Letter,  the
                         Master  Equipment  Lease  Agreement and Schedules shall

Commitment-Expiration:   This Commitment shall expire on March 31, 1998,  unless
                         prior thereto either  extended in writing by the Lessor
                         or accepted as provided below by the Lessee.  A $15,000
                         Commitment  Fee  shall  be due  upon  signing  of  this

                         letter.  The $15,000  previously  paid  Application Fee
                         shall  be  applied  towards  the  Commitment  Fee.  The
                         Commitment  Fee shall be first applied to the costs and
                         expenses   of  the  Lessor  in   connection   with  the
                         transaction,  and any remainder shall be applied to the
                         second  month's  rent  due  under  the  Schedules  on a
                         pro-rata basis.

Should  you have any  questions,  please  call me.  If you wish to  accept  this
Commitment,  please so indicate by signing and returning the enclosed  duplicate
copy of this letter to me by April 1, 1998.


                                     FINOVA TECHNOLOGY FINANCE, INC.

                                     By: /s/ Linda A. Moschitto
                                             Linda A. Moschitto
                                             Director - Contract Administration

Accepted this 1 day of April, 1998


By: /s/ Paul A. Goldstein
Typed or Printed Name:
        Paul A. Goldstein
Title:  Senior Director Finance, Controller

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