WARRANT AGENT AGREEMENT

                          dated as of ___________, 2003

                                     between

                              DELCATH SYSTEMS, INC.

                                       and

                     AMERICAN STOCK TRANSFER & TRUST COMPANY


     WARRANT AGENT AGREEMENT dated as of ____________, 2003, by and between
DELCATH SYSTEMS, INC., a Delaware corporation (the "Company"), and AMERICAN
STOCK TRANSFER & TRUST COMPANY, as warrant agent (hereinafter called the
"Warrant Agent").

     WHEREAS, the Company proposes to issue and sell to the public up to
_____________ units (including up to __________ units that may be issued
pursuant to a Warrant Agreement dated _______________, 2003 between the Company
and Roan/Meyers Associates, L.P. (the Representative")) (the "Units") each Unit
consisting of five shares of the common stock of the Company, par value $.01 per
share (hereinafter, together with the stock of any other class to which such
shares may hereafter have been changed, the "Common Stock"), and five Common
Stock Purchase Warrants (the "Warrants");

     WHEREAS, each Warrant will entitle the holder to purchase one share of
Common Stock;

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and exercise of the Warrants;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

     Section 1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as warrant agent for the Company in accordance with the
instructions hereinafter set forth in this Agreement, and the Warrant Agent
hereby accepts such appointment.

     Section 2. Form of Warrant. The text of the Warrants and of the form of
election to purchase Common Stock to be printed on the reverse thereof shall be



<PAGE>

                                                                               2



substantially as set forth in Exhibit A attached hereto. Each Warrant shall
entitle the registered holder thereof to purchase one share of Common Stock at a
purchase price of ____________________ ($______) (or, in the case of Warrants
issued to the Representative, __________ ($______)), at any time commencing on
the date of issuance thereof and ending at 5:00 p.m. Eastern time, on ______,
___, 2008 (the "Warrant Exercise Period"). The Warrant Exercise Price and the
number of shares of Common Stock issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events, all as hereinafter
provided. The Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chief Executive Officer,
President or Vice President of the Company, attested to by the manual or
facsimile signature of the present or any future Secretary or Assistant
Secretary of the Company.

     Warrants shall be dated as of the issuance by the Warrant Agent either upon
initial issuance or upon transfer or exchange.

     In the event the aforesaid expiration dates of the Warrants fall on a
Saturday or Sunday, or on a legal holiday on which the New York Stock Exchange
is closed, then the Warrants shall expire at 5:00 p.m. Eastern time on the next
succeeding business day.

     Section 3. Countersignature and Registration. The Warrant Agent shall
maintain books for the transfer and registration of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof. The Warrants shall be
countersigned manually or by facsimile by the Warrant Agent (or by any successor
to the Warrant Agent then acting as warrant agent under this Agreement) and
shall not be valid for any purpose unless so countersigned. Warrants may,
however, be so countersigned by the Warrant Agent (or by its successor as
warrant agent) and be delivered by the Warrant Agent, notwithstanding that the
persons whose manual or facsimile signatures appear thereon as proper officers
of the Company shall have ceased to be such officers at the time of such
countersignature or delivery.

     Section 4. Transfers and Exchanges. The Warrant Agent shall transfer, from
time to time, any outstanding Warrants upon the books to be maintained by the
Warrant Agent for that purpose, upon surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant shall be issued to the transferee and the surrendered
Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be
held by the Warrant Agent and released to the Company upon the termination of
the relationship between the Warrant Agent and the Company. Warrants may be
exchanged at the option of the holder thereof, when surrendered at the office of
the Warrant Agent, for another Warrant, or other Warrants of different
denominations of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock.



<PAGE>

                                                                               3



     Section 5. Exercise of Warrants. Subject to the provisions of this
Agreement, each registered holder of Warrants shall have the right, which may be
exercised commencing at the opening of business on the first day of the Warrant
Exercise Period, to purchase from the Company (and the Company shall issue and
sell to such registered holder of Warrants) the number of fully paid and
non-assessable shares of Common Stock specified in such Warrants upon surrender
of such Warrants to the Company at the office of the Warrant Agent, with the
form of election to purchase on the reverse thereof duly filled in and signed,
and upon payment to the Warrant Agent of the Warrant Exercise Price, determined
in accordance with the provisions of Sections 9 and 10 of this Agreement, for
the number of shares of Common Stock in respect of which such Warrants are then
exercised. Payment of the Warrant Exercise Price shall be made by certified
check or bank draft to the order of the Company. Subject to Section 6, upon such
surrender of Warrants and payment of the Warrant Exercise Price, the Company
shall issue and cause to be delivered with all reasonable dispatch to or upon
the written order of the registered holder of such Warrants and in such name or
names as such registered holder may designate, a certificate or certificates for
the number of full shares of Common Stock so purchased upon the exercise of such
Warrants. Such certificate or certificates shall be deemed to have been issued,
and any person so designated to be named therein shall be deemed to have become
a holder of record of such shares of Common Stock, as of the date of the
surrender of such Warrants and payment of the Warrant Exercise Price as
aforesaid. The rights of purchase represented by the Warrants shall be
exercisable, at the election of the registered holders thereof, either as an
entirety or from time to time for a portion of the shares specified therein and,
in the event that any Warrant is exercised in respect of fewer than all of the
shares of Common Stock specified therein at any time prior to the end of the
Warrant Exercise Period, a new Warrant or Warrants will be issued to the
registered holder for the number of shares of Common Stock specified in the
Warrant so surrendered as to which the Warrant is not exercised, and the Warrant
Agent is hereby irrevocably authorized to countersign and to deliver the
required new Warrants pursuant to the provisions of this Section and of Section
3 of this Agreement and the Company, whenever requested by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose. Anything in the foregoing to the contrary
notwithstanding, no Warrant will be exercisable unless at the time of exercise
the Company has filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended (the "Act"), covering the
shares of Common Stock issuable upon exercise of such Warrant which registration
statement is effective as of the time of exercise and such shares have been so
registered or qualified or deemed to be exempt under the securities laws of the
state of residence of the holder of such Warrant. The Company shall use its best
efforts to have all shares so registered or qualified on or before the date on
which the Warrants become exercisable.

     Section 6. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Common Stock issuable upon the
exercise of Warrants; provided, however, that the Company shall not be required
to pay any tax



<PAGE>


                                                                               4



which may be payable in respect of any transfer involved in the issue or
delivery of any certificates for shares of Common Stock in a name other than
that of the registered holder of Warrants in respect of which such shares are
issued, and in such case neither the Company nor the Warrant Agent shall be
required to issue or deliver any certificate for shares of Common Stock or any
Warrant until the person requesting the same has paid to the Company the amount
of such tax or has established to the Company's satisfaction that such tax has
been paid.

     Section 7. Mutilated or Missing Warrants. In case any of the Warrants shall
be mutilated, lost, stolen or destroyed, the Company may, in its discretion,
issue and the Warrant Agent shall countersign and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest, but only upon
receipt of evidence satisfactory to the Company and the Warrant Agent of such
loss, theft or destruction and, in case of a lost, stolen or destroyed Warrant,
indemnity, if requested, also satisfactory to them. Applicants for such
substitute Warrants shall also comply with such other reasonable regulations and
pay such reasonable charges as the Company or the Warrant Agent may prescribe.

     Section 8. Reservation of Common Stock. There have been reserved, and the
Company shall at all times keep reserved, out of the authorized and unissued
shares of Common Stock, a number of shares of Common Stock sufficient to provide
for the exercise of the rights of purchase represented by the Warrants, and the
transfer agent for the shares of Common Stock and every subsequent transfer
agent for any shares of the Common Stock issuable upon the exercise of any of
the rights of purchase aforesaid are irrevocably authorized and directed at all
times to reserve such number of authorized and unissued shares of Common Stock
as shall be required for such purpose. The Company agrees that all shares of
Common Stock issued upon exercise of the Warrants shall be, at the time of
delivery of the certificates for such shares, validly issued and outstanding,
fully paid and nonassessable and listed on any national securities exchange upon
which the other shares of Common Stock are then listed. So long as any unexpired
Warrants remain outstanding, the Company will file such post-effective
amendments to the registration statement (Form SB-2, Registration No.
333-101661) (the "Registration Statement") filed pursuant to the Act with
respect to the Warrants (or other appropriate registration statements or
post-effective amendments or supplements) as may be necessary to permit it to
deliver to each person exercising a Warrant, a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. To the extent that
during any period it is not reasonably likely that the Warrants will be
exercised, due to market price or otherwise, the Company need not file such a
post-effective amendment during such period. The Company will keep a copy of
this Agreement on file with the transfer agent for the shares of Common Stock
and with every subsequent transfer agent for any shares of the Company's Common
Stock issuable upon the exercise of the rights of purchase represented by the
Warrants. The Warrant Agent is irrevocably authorized to requisition from time
to time from such transfer



<PAGE>

                                                                               5



agent stock certificates required to honor outstanding Warrants. The Company
will supply such transfer agent with duly executed stock certificates for that
purpose. All Warrants surrendered in the exercise of the rights thereby
evidenced shall be cancelled by the Warrant Agent and shall thereafter be
delivered to the Company, and such cancelled Warrants shall constitute
sufficient evidence of the number of shares of Common Stock which have been
issued upon the exercise of such Warrants. Promptly after the date of expiration
of the Warrants, the Warrant Agent shall certify to the Company the total
aggregate number of Warrants then outstanding, and thereafter no shares of
Common Stock shall be subject to reservation in respect of such Warrants which
shall have expired.

     Section 9. Warrant Exercise Price; Adjustments.

     (a) The Warrant Exercise Price shall be $_________ per share or after
adjustment, as provided in this Section, shall be such price as so adjusted.

     (b) The Warrant Exercise Price shall be subject to adjustment from time to
time as follows:

          (i) In case the Company shall at any time after the date hereof pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock, then upon such dividend or distribution the Warrant Exercise Price in
effect immediately prior to such dividend or distribution shall forthwith be
reduced to a price determined by dividing:

               (A) an amount equal to the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution multiplied by the
Warrant Exercise Price in effect immediately prior to such dividend or
distribution, by

               (B) the total number of shares of Common Stock outstanding
immediately after such dividend or distribution.

     For the purposes of any computation to be made in accordance with the
provisions of this Section 9(b)(i), the following provisions shall be
applicable: Common Stock issuable by way of dividend or other distribution on
any stock of the Company shall be deemed to have been issued immediately after
the opening of business on the date following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution.

          (ii) In case the Company shall at any time subdivide or combine the
outstanding Common Stock, the Warrant Exercise Price shall forthwith be
proportionately decreased in the case of subdivision or increased in the case of
combination to the nearest one cent. Any such adjustment shall become effective
at the time such subdivision or combination shall become effective.


<PAGE>

                                                                               6



          (iii) Within a reasonable time after the close of each quarterly
fiscal period of the Company during which the Warrant Exercise Price has been
adjusted as herein provided, the Company shall:

               (A) file with the Warrant Agent a certificate signed by the Chief
Executive Officer, President or Vice President of the Company and by the Chief
Financial Officer, Principal Accounting Officer, Treasurer or Assistant
Treasurer of the Company, showing in detail the facts requiring all such
adjustments occurring during such period and the Warrant Exercise Price after
each such adjustment; and

               (B) the Warrant Agent shall have no duty with respect to any such
certificate filed with it except to keep the same on file and available for
inspection by holders of Warrants during reasonable business hours, and the
Warrant Agent may conclusively rely upon the latest certificate furnished to it
hereunder. The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of a Warrant to determine whether any facts exist
which may require any adjustment of the Warrant Exercise Price, or with respect
to the nature or extent of any adjustment of the Warrant Exercise Price when
made, or with respect to the method employed in making any such adjustment, or
with respect to the nature or extent of the property or securities deliverable
hereunder. In the absence of a certificate's having been furnished, the Warrant
Agent may conclusively rely upon the provisions of the Warrants with respect to
the Common Stock deliverable upon the exercise of the Warrants and the
applicable Warrant Exercise Price.

          (iv) Notwithstanding anything contained herein to the contrary, no
adjustment of the Warrant Exercise Price shall be made if the amount of such
adjustment shall be less than $0.02, but in such case any adjustment that would
otherwise be required then to be made shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to not less than $0.02.

          (v) In the event that the number of outstanding shares of Common Stock
is increased by a stock dividend payable in Common Stock or by a subdivision of
the outstanding Common Stock, then, from and after the time at which the
adjusted Warrant Exercise Price becomes effective pursuant to this Section 9(b)
by reason of such dividend or subdivision, the number of shares of Common Stock
issuable upon the exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares. In the event that the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding Common
Stock, then, from and after the time at which the adjusted Warrant Exercise
Price becomes effective pursuant to this Section 9(b) by reason of such
combination, the number of shares of Common Stock issuable upon the exercise of
each Warrant shall be decreased in proportion to such decrease in the
outstanding shares of Common Stock.



<PAGE>


                                                                               7



          (vi) In case of any reorganization or reclassification of the
outstanding Common Stock (other than a change in par value, or from par value to
no par value, or as a result of a subdivision or combination), or in case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification of the
outstanding Common Stock), or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, the holder of each Warrant then outstanding shall thereafter have the
right to purchase the kind and amount of shares of Common Stock and other
securities and property receivable upon such reorganization, reclassification,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock which the holder of such Warrant shall then be entitled to
purchase; such adjustments shall apply with respect to all such changes
occurring between the date of this Warrant Agreement and the date of exercise of
such Warrant.

          (vii) Subject to the provisions of this Section 9, in case the Company
shall, at any time prior to the exercise of the Warrants, make any distribution
of its assets to holders of its Common Stock as a liquidating or a partial
liquidating dividend, then the holder of Warrants who exercises its Warrants
after the record date for the determination of those holders of Common Stock
entitled to such distribution of assets as a liquidating or partial liquidating
dividend shall be entitled to receive for the Warrant Exercise Price per
Warrant, in addition to each share of Common Stock, the amount of such
distribution (or, at the option of the Company, a sum equal to the value of any
such assets at the time of such distribution as determined by the Board of
Directors of the Company in good faith) which would have been payable to such
holder had such holder been the holder of record of the Common Stock receivable
upon exercise of its Warrant on the record date for the determination of those
entitled to such distribution.

          (viii) In case of the dissolution, liquidation or winding up of the
Company, all rights under the Warrants shall terminate on a date fixed by the
Company, such date to be no earlier than ten (10) days prior to the
effectiveness of such dissolution, liquidation or winding up and not later than
five (5) days prior to such effectiveness. Notice of such termination of
purchase rights shall be given to the last registered holder of the Warrants, as
the same shall appear on the books of the Company maintained by the Warrant
Agent, by registered mail at least thirty (30) days prior to such termination
date.

          (ix) In case the Company shall, at any time prior to the expiration of
the Warrants and prior to the exercise thereof, offer to the holders of its
Common Stock any rights to subscribe for additional shares of any class of the
Company, then the Company shall give written notice thereof to the registered
holders of the Warrants not less than thirty (30) days prior to the date on
which the books of the Company are closed or a record date is fixed for the
determination of the stockholders entitled to such subscription rights. Such
notice shall specify the date as to which the books shall be closed or the
record date fixed with respect to such offer of subscription and the right of
the holders of the Warrants



<PAGE>


                                                                               8



to participate in such offer of subscription shall terminate if the Warrant
shall not be exercised on or before the date of such closing of the books or
such record date.

          (x) Any adjustment pursuant to the aforesaid provisions of this
Section 9 shall be made on the basis of the number of shares of Common Stock
which the holder thereof would have been entitled to acquire upon the exercise
of the Warrant immediately prior to the event giving rise to such adjustment.

          (xi) Irrespective of any adjustments in the Warrant Exercise Price or
the number or kind of shares purchasable upon exercise of the Warrants, Warrants
previously or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Warrant Agreement.

          (xii) The Company may retain a firm of independent public accountants
(who may be any such firm regularly employed by the Company) to make any
computation required under this Section 9, and any certificate setting forth
such computation signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 9.

          (xiii) If at any time, as a result of an adjustment made pursuant to
Section 9(b)(vi) above, the holder of a Warrant or Warrants shall become
entitled to purchase any securities other than shares of Common Stock,
thereafter the number of such securities so purchasable upon exercise of each
Warrant and the Warrant Exercise Price for such securities shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Sections 9(b)(ii) through (v).

     Section 10. Fractional Interest. The Warrants may only be exercised to
purchase full shares of Common Stock and the Company shall not be required to
issue fractions of shares of Common Stock on the exercise of Warrants. However,
if a Warrant holder exercises all Warrants then owned of record by it and such
exercise would result in the issuance of a fractional share, the Company will
pay to such Warrant holder, in lieu of the issuance of any fractional share
otherwise issuable, an amount of cash based on the market value of the Common
Stock of the Company on the last trading day prior to the exercise date.

     Section 11. Notices to Warrantholders.

     (a) Upon any adjustment of the Warrant Exercise Price and the number of
shares of Common Stock issuable upon exercise of a Warrant, then and in each
such case the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon



<PAGE>


                                                                               9



which such calculation is based. The Company shall also mail such notice to the
holders of the Warrants at their addresses appearing in the Warrant register.
Failure to give or mail such notice, or any defect therein, shall not affect the
validity of the adjustments.

     (b) In case at any time:

          (i) the Company shall pay dividends payable in stock upon its Common
Stock or make any distribution (other than regular cash dividends) to the
holders of its Common Stock; or

          (ii) the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any class or other rights;
or

          (iii) there shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of the Company
with, or sale of substantially all of its assets to, another corporation; or

          (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then in any one or more of such cases, the Company shall give written notice in
the manner set forth in Section 11(a) of the date on which (A) a record shall be
taken for such dividend, distribution or subscription rights, or (B) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be. Such
notice shall be given at least thirty (30) days prior to the action in question
and not less than thirty (30) days prior to any record date in respect thereof.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any of the matters set forth in this Section 11(b).

     (c) The Company shall cause copies of all financial statements and reports,
proxy statements and other documents that are sent to its stockholders to be
sent by first-class mail, postage prepaid to each registered holder of Warrants
at his address appearing in the warrant register as of the record date for the
determination of the stockholders entitled to such documents.

     Section 12. Disposition of Proceeds on Exercise of Warrants.

          (i) The Warrant Agent shall promptly forward to the Company all monies
received by the Warrant Agent for the purchase of shares of Common Stock through
the exercise of Warrants.


<PAGE>


                                                                              10



          (ii) The Warrant Agent shall keep copies of this Agreement available
for inspection by holders of Warrants during normal business hours.

     Section 13.       Redemption of Warrants.

     (a) The Warrants are redeemable by the Company, in whole or in part, on not
less than thirty (30) days' prior written notice at a redemption price of $0.01
per Warrant at any time commencing on _____, ___, 2004; provided that (i) the
average closing bid quotation for the Common Stock for the twenty (20) trading
days prior to the day on which the Company gives notice of redemption has been
at least $_____________ [40% of public unit offering price] and (ii) there is an
effective registration statement under the Act covering the offer and sale of
shares of Common Stock upon exercise of the Warrants. The redemption notice
shall be mailed to the holders of the Warrants at their addresses appearing in
the Warrant register. Holders of the Warrants will have exercise rights until
the close of business on the date fixed for redemption.

     (b) If at any time after notice of redemption of the Warrants is given as
provided herein, (i) the exercise of a Warrant is solicited by the
Representative at such time while the Representative is a member of the National
Association of Securities Dealers, Inc. ("NASD") and the holder exercising the
Warrant confirms in writing that the Representative solicited such exercise,
(ii) such Warrant is not held in a discretionary account, (iii) disclosure of
the compensation arrangement is made in documents provided to the holders of the
Warrants; and (iv) the solicitation of the exercise of such Warrant is not in
violation of Regulation M (as such regulation or any successor regulation or
rule may be in effect as of such time of exercise) promulgated under the
Securities Exchange Act of 1934, then the Representative shall be entitled to
receive from the Company upon exercise of each of the Warrant(s) so exercised a
fee of five percent (5%) of the aggregate exercise price of the Warrants so
exercised (the "Exercise Fee"). The procedures for payment of the Exercise Fee
are set forth in Section 13(c) below.

     (c) (1) Within five (5) days of the last day of each month commencing with
_______________, 2004, the Warrant Agent will notify the Representative of each
Warrant Certificate which has been properly completed for exercise by holders of
Warrants during the last month as to which an Exercise Fee is payable. The
Company and Warrant Agent shall determine, in their sole and absolute
discretion, whether a Warrant Certificate has been properly completed. The
Warrant Agent will provide the Representative with such information, in
connection with the exercise of each Warrant, as the Representative shall
reasonably request.

           (2) The Company hereby authorizes and instructs the Warrant
Agent to deliver to the Representative the Exercise Fee promptly after receipt
by the Warrant Agent from the Company of a check payable to the order of the
Representative in the amount of the Exercise Fee. In the event that an Exercise
Fee is paid to the Representative with respect to a Warrant which the Company or
the Warrant Agent determines is not properly


<PAGE>


                                                                              10


completed for exercise or in respect of which the Representative is not entitled
to an Exercise Fee, the Representative will promptly return such Exercise Fee to
the Warrant Agent which shall forthwith return such fee to the Company. The
Representative and the Company may at any time, after ___________________, 2004,
and during business hours, examine the records of the Warrant Agent, including
its ledger of original Warrant certificates returned to the Warrant Agent upon
exercise of Warrants. Notwithstanding any provision to the contrary, the
provisions of paragraphs 13(b) and 13(c) may not be modified, amended or deleted
without the prior written consent of the Representative.

     Section 14. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation or company which may succeed to the corporate trust business of the
Warrant Agent by any merger or consolidation or otherwise shall be the successor
as the warrant agent hereunder without the execution or filing of any paper or
any further act on the part of any of the parties hereto, provided that such
corporation would be eligible to serve as a successor Warrant Agent under the
provisions of Section 16 of this Agreement. In case at the time such successor
to the Warrant Agent shall succeed to the agency created by this Agreement, any
of the Warrants shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent and deliver such Warrants so countersigned.

     In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrants shall have been countersigned but not delivered,
the Warrant Agent may adopt the countersignature under its prior name and
deliver Warrants so countersigned. In all such cases such Warrants shall have
the full force provided in the Warrants and in this Agreement.

     Section 15. Duties of Warrant Agent. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrants, by their
acceptance thereof, shall be bound:

     (a) The statements of fact and recitals contained herein and in the
Warrants shall be taken as statements of the Company, and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as herein expressly provided.

     (b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants in this Agreement or in the Warrants
to be complied with by the Company.

     (c) The Warrant Agent may consult at any time with counsel satisfactory to
it (who may be counsel for the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of any Warrant in
respect of any action

<PAGE>


                                                                              12



taken, suffered or omitted by it hereunder in good faith and in accordance with
the opinion or the advice of such counsel.

     (d) The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate or other instrument
believed by it to be genuine and to have been signed, sent or presented by the
proper party or parties.

     (e) The Company agrees to pay to the Warrant Agent reasonable compensation
for all services rendered by the Warrant Agent in the execution of this
Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges incurred by the Warrant Agent in the
execution of this Agreement and to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of the Warrant Agent's
negligence, willful misconduct or bad faith.

     (f) The Warrant Agent shall be under no obligation to institute any action,
suit or legal proceeding or to take any other action likely to involve expenses
unless the Company or one or more registered holders of Warrants shall furnish
the Warrant Agent with reasonable security and indemnity for any costs and
expenses which may be incurred, but this provision shall not affect the power of
the Warrant Agent to take such action as the Warrant Agent may consider proper,
whether with or without any such security or indemnity. All rights of action
under this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrants or the production thereof at
any trial or other proceeding, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery of judgment shall be for the ratable benefit of the registered
holders of the Warrants, as their respective rights and interests may appear.

     (g) The Warrant Agent and any stockholder, director, officer, partner or
employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were not the Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.

     (h) The Warrant Agent shall act hereunder solely as agent and its duties
shall be determined solely by the provisions hereof.

     (i) The Warrant Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys, agents or employees, and the Warrant Agent shall not be
answerable or

<PAGE>


                                                                              13



accountable for any such attorneys, agents or employees or for any loss to the
Company resulting from such neglect or misconduct, provided reasonable care had
been exercised in the selection and continued employment thereof.

     (j) Any request, direction, election, order or demand of the Company shall
be sufficiently evidenced by an instrument signed in the name of the Company by
its Chief Executive Officer, President or a Vice President or its Secretary or
an Assistant Secretary or its Treasurer or an Assistant Treasurer (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Warrant Agent by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company.

     Section 16. Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Agreement by giving to the Company notice
in writing, and to the holders of the Warrants notice by mailing such notice to
the holders at their addresses appearing on the Warrant register, of such
resignation, specifying a date when such resignation shall take effect. The
Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and the like mailing of notice to the holders of the Warrants. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days
after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or after the
Company has received such notice from a registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company), then
the registered holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Any
successor Warrant Agent, whether appointed by the Company or by such a court,
shall be a bank or trust company, in good standing, incorporated under New York
or federal law. After appointment, the successor Warrant Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed and the former
Warrant Agent shall deliver and transfer to the successor Warrant Agent all
cancelled Warrants, records and property at the time held by it hereunder, and
execute and deliver any further assurance or conveyance necessary for the
purpose. Failure to file or mail any notice provided for in this Section,
however, or any defect therein, shall not affect the validity of the resignation
or removal of the Warrant Agent or the appointment of the successor Warrant
Agent, as the case may be.

     Section 17. Identity of Transfer Agent. Forthwith upon the appointment of
any transfer agent for the shares of Common Stock or of any subsequent transfer
agent for the shares of Common Stock or other shares of Common Stock issuable
upon the exercise of the rights of purchase represented by the Warrants, the
Company will file with the Warrant Agent a statement setting forth the name and
address of such transfer agent.



<PAGE>


                                                                              14


     Section 18. Notices. Any notice pursuant to this Agreement to be given by
the Warrant Agent or by the registered holder of any Warrant to the Company
shall be sufficiently given if sent by first-class mail, postage prepaid,
addressed (until another is filed in writing by the Company with the Warrant
Agent) as follows:

                              Delcath Systems, Inc.
                               1100 Summer Street
                           Stamford, Connecticut 06905
                              Attention: M. S. Koly
                             Chief Executive Officer

and a copy thereof to:

                             Cummings & Lockwood LLC
                               Four Stamford Plaza
                                 107 Elm Street
                           Stamford, Connecticut 06902
                         Attention: Paul G. Hughes, Esq.

     Any notice pursuant to this Agreement to be given by the Company or by the
registered holder of any Warrant to the Warrant Agent shall be sufficiently
given if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company) as follows:

                     American Stock Transfer & Trust Company
                           59 Maiden Lane, Plaza Level
                            New York, New York 10038
                    Attention: Office of the General Counsel

     Section 19. Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising hereunder which
the Company and the Warrant Agent may deem necessary or desirable and which
shall not be inconsistent with the provisions of the Warrants and which shall
not adversely affect the interest of the holders of Warrants.

     Section 20. New York Contract. This Agreement and each Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and shall be construed in accordance with the laws of New York
applicable to agreements to be performed wholly within New York.



<PAGE>


                                                                              15


     Section 21. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company, the
Warrant Agent and the registered holders of the Warrants any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the registered
holders of the Warrants.

     Section 22. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company, the Warrant Agent or the Underwriter shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

                  IN WITNESS WHEREOF, the parties have entered into this
Agreement on the date first above written.

                                        DELCATH SYSTEMS, INC.



                                        By: ______________________________
                                                 Name:
                                                 Title:

                                        AMERICAN STOCK TRANSFER & TRUST
                                        COMPANY



                                        By: ______________________________
                                                 Name:
                                                 Title:




<PAGE>

                          2003 REDEEMABLE COMMON STOCK
                                PURCHASE WARRANTS

                              DELCATH SYSTEMS, INC.



NUMBER                                                                 WARRANTS

DSW


                                                          CUSIP ________________


THIS IS TO CERTIFY THAT





or registered assigns, is the owner of the number of warrants set forth above.
Each warrant (subject to adjustments as hereinafter referred to) entitles the
holder hereof to purchase at any time until 5:00 p.m. Eastern Time on _________,
___, 2008 one fully paid and non-assessable share of common stock (the "Common
Stock") of Delcath Systems, Inc. a Delaware corporation (the "Company") (such
shares of Common Stock being hereinafter referred to as the "Shares" or a
"Share"), upon payment of the warrant price (as hereinafter described),
provided, however, that under certain conditions set forth in the Warrant
Agreement hereinafter mentioned the number of Shares purchased upon the exercise
of a warrant may be increased or reduced and the warrant price may be adjusted.
Subject to adjustment as aforesaid, the warrant price per Share (hereinafter
called the "Warrant Price") shall be $______________ per Share. As provided in
said Warrant Agreement the Warrant Price is payable upon the exercise of the
Warrant, either in cash or by certified check or bank draft to the order of the
Company.

     Under certain conditions set forth in the Warrant Agreement, this Warrant
may be called for redemption on or after ______________________, at a redemption
price of $0.01 per Warrant upon written notice of not less than 30 days.

     Upon the exercise of this Warrant, the form of election to purchase on the
reverse hereof must be properly completed and executed. In the event that this
Warrant is exercised in respect of less than all of such Shares, a new Warrant
for the remaining number of Shares will be issued on such surrender.

     This Warrant is issued under and the rights represented hereby are subject
to the terms and provisions contained in a Warrant Agreement dated as of
___________________ by and between the Company and American Stock Transfer &
Trust Company, as Warrant Agent (the "Warrant Agent"), all terms and provisions
of which the registered holder of this Warrant, by acceptance hereof, assents
to. Reference is hereby made to said Warrant Agreement for a more complete
statement of the rights and limitations of rights of the registered holders
hereof, the rights and duties of the Warrant Agent and the rights and
obligations of the Company hereunder. Copies of said Warrant Agreement are on
file at the office of the Warrant Agent.



<PAGE>



     The Company shall not be required upon the exercise of this Warrant to
issue fractions of Shares, but shall make adjustments therefor in cash on the
basis of the then current market value of any fractional interest as provided in
the Warrant Agreement.

     This Warrant is transferable at the office of the Warrant Agent (or of its
successor as Warrant Agent) by the registered holder hereof in person or by
attorney duly authorized in writing, but only in this manner and subject to the
limitations provided in the Warrant Agreement and upon surrender of this Warrant
and the payment of any transfer taxes. Upon any such transfer, a new Warrant, or
Warrants of different denominations, of this tenor and representing in the
aggregate the right to purchase a like number of Shares will be issued to the
transferee in exchange for this Warrant.

     This Warrant may be transferred, when surrendered at the office of the
Warrant Agent or its successor as warrant agent by the registered holder hereof
in person or by attorney duly authorized in writing, but only in the manner and
subject to the limitations provided in the Warrant Agreement and upon surrender
of this Warrant Certificate and the payment of any transfer taxes. Upon any such
transfer, a new Warrant or Warrants of different denominations of this tenor and
representing in the aggregate the right to purchase a like number of Shares
equal to this number of such Warrants.

     If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's Common Stock or other
securities purchasable upon exercise of the Warrants are closed for any purpose,
the Company shall not be required to make delivery of certificates for the
securities purchased upon such exercise until the date of the reopening of said
transfer books.

     The holder of this Warrant shall not be entitled to any of the rights of a
shareholder of the Company prior to the exercise hereof.

     This Warrant shall not be valid unless countersigned by the Warrant Agent.

     Witness the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers.



DATED:

[SIGNATURE]                     [CORPORATE SEAL]                     [SIGNATURE]



<PAGE>


                              DELCATH SYSTEMS, INC

                              ELECTION TO PURCHASE

      To Be Executed by the Registered Holder In Order to Exercise Warrants

To: DELCATH SYSTEMS, INC.

c/o: American Stock Transfer & Trust Company
     40 Wall Street
     New York, New York 10005

     The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant(s) for and to purchase thereunder,
________________ shares of Common Stock provided for therein and tenders
herewith payment of the purchase price in full to the order of the Company and
requests that certificates for such shares shall be issued in the name of

PLEASE INSERT SOCIAL SECURITY


OR OTHER IDENTIFYING NUMBER

-----------------------------------

----------------------------------- --------------------------------------------
                                            (Please Print or Typewrite)


and be delivered to

                     -----------------------------------------------------------
                                     (Name)


at

        ------------------------------------------------------------------------
          (Street Address)             (City)           (State)      (Zip Code)


and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the shares
purchasable under the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:                         Signature:
      --------------                     ---------------------------------------
                                         Note: The above signature must
                                         correspond with the name as written
                                         upon the face of this Warrant or with
                                         the name of the assignee appearing in
                                         the assignment from below in every
                                         particular without alteration or
Name:                                    enlargement or any change whatever.

     -------------------------------------
         (Please Print or Typewrite)


                                *Signature Guaranteed:


                                 -----------------------------------------------
Address:



           -------------------------------------
                          (Street)

------------------------------------------------
      (City)        (State)           (Zip Code)


                                         ---------------------------------------


                                         ---------------------------------------
                                         PLEASE INSERT SOCIAL SECURITY OR OTHER
                                         IDENTIFYING NUMBER



<PAGE>


                                   ASSIGNMENT

For value received:__________________________________ hereby sell, assign and
transfer unto


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
-------------------------------


-------------------------------  -----------------------------------------------
                                 Please Print or typewrite name and address
                                 including postal zip code of assignee


--------------------------------------------------------------------------------


(____________________) Warrants represented by the within Warrant Certificate,
together with all right, title and interest therein, and do hereby irrevocably
constitute and appoint ________________________________________________________
attorney to transfer said Warrant on the books of the within named Company, with
full power of substitution in the premises,

                                          Dated:________________________________

                           Signature:___________________________________________

                    Note:  The above signature must correspond with the name as
                           written upon the face of the Warrant in every
                           particular without alteration or enlargement of any
                           change whatever.





                         *Signature Guaranteed:_________________________________

*In case of assignment or if the Common Stock issued upon exercise is to be
registered in the name of a person other than the holder, the holder's signature
must be guaranteed by a commercial bank, trust company or an NASD member firm.