DELCATH SYSTEMS, INC.

                                       AND

                           ROAN/MEYERS ASSOCIATES, LP






                       UNDERWRITER'S UNIT OPTION AGREEMENT







                          Dated as of __________, 2003




















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<PAGE>






         UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of ________, 2003 between
DELCATH  SYSTEMS,  INC., a Delaware  corporation (the "Company") and ROAN/MEYERS
ASSOCIATES,  LP, a New York limited partnership  (hereinafter referred to as the
"Representative").

                              W I T N E S S E T H :
                              -------------------

         WHEREAS, pursuant to the terms of an Underwriting Agreement dated as of
_______,  2003 (the  "Underwriting  Agreement")  between the  Representative  as
representative   of  the   underwriters   names  on  Schedule  I  therein   (the
"Underwriters"), the Underwriters have severally agreed to purchase, in a public
offering  under the  Securities  Act of 1933,  as amended (the "Act") on a "firm
commitment" basis (the "Public Offering"),  _________ units (the "Public Units")
at a public  offering price of $___ per Public Unit, each Public Unit consisting
of five (5) shares of the Company's  common stock, par value $.01 per share (the
"Common Stock") ( each share of Common Stock constituting part of a Public Unit,
referred  to as the  "Public  Shares"),  and five (5)  Redeemable  Common  Stock
Purchase  Warrants  each to  purchase  one (1)  share of Common  Stock  ("Public
Warrant"); and

         WHEREAS,  as additional  consideration  to the  Representative  for its
services pursuant to the Underwriting Agreement, the Company has agreed to issue
to the Representative a warrant  ("Representative's Unit Warrant) to purchase up
to an  aggregate  of  ________  Units  (the  "Representative's  Units")  with an
exercise price equal to $_______ [165% of the Public Unit offering price],  each
consisting of five shares of Common Stock  ("Representative's  Shares") and five
warrants,  each  to  purchase  one  share  of  Common  Stock  ("Representative's
Warrants"),  having  the  same  terms as the  Public  Warrants  except  that the
exercise  price  of  the  Representative's  Warrants  shall  be  exercisable  at
$________ [165% of the public offering price of the Public Warrants]; and

         NOW,  THEREFORE,  in consideration of the premises,  the payment by the
Representative  to the Company of an aggregate of ______  Dollars  ($____)[$.001
per  Representative  Unit],  the agreements  herein set forth and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

         l. GRANT.  The Holder is hereby  granted the right to purchase,  at any
time from ______,  2004 [one year from the Effective  Date] until 5:00 P.M., New
York time, on ____, 2008 [ five



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years from the Effective Date], up to an aggregate of _________ Representative's
Units at an initial exercise price (subject to adjustment as provided in Section
8 hereof) of 165% of the public offering price of the Public Units).

         2.  REPRESENTATIVE'S  UNIT WARRANT  CERTIFICATES.  The Representative's
warrant certificates (the "Representative's Warrant Certificates") delivered and
to be  delivered  pursuant to this  Agreement  shall be in the form set forth in
Exhibit  A,  attached  hereto  and made a part  hereof,  with  such  appropriate
insertions,  omissions,  substitutions,  and other  variations  as  required  or
permitted by this Agreement.

         3.  EXERCISE  OF  REPRESENTATIVE'S   REPRESENTATIVE'S   WARRANTS.   The
Representative's Unit Warrants initially are exercisable at an aggregate initial
exercise  price  (subject  to  adjustment  as  provided in Section 8 hereof) per
Representative's  Unit, as set forth in Section 6 hereof payable by certified or
official bank check in New York Clearing  House funds,  subject to adjustment as
provided in Section 8 hereof.  Upon surrender at the Company's principal offices
(presently  located  at  1100  Summer  Street,   Stamford,   CT  06905),  of  an
Representative's Unit Warrant with the annexed Form of Election to Purchase duly
executed,  together with payment of the Purchase Price (as hereinafter  defined)
for the number of Representative's Units purchased,  the registered holder of an
Representative's  Unit  Warrant  ("Holder"  or  "Holders")  shall be entitled to
receive  a  certificate  or  certificates  for  the  Represetnative's  Units  so
purchased.  The  shares  of  Common  Stock  and  the  Representative's  Warrants
comprising the Representative's Units shall consist of the same shares of Common
Stock and Public  Warrants  as being sold to the public in the Public  Offering,
shall contain the same terms and conditions and rights;  provided,  however, the
Representantive's  Warrant obtained upon exercise of the  Representative's  Unit
Warrant  shall  have an  exercise  price  of 165% of the  Public  Warrants.  The
purchase  rights   represented  by  each   Representative's   Unit  Warrant  are
exercisable  at the option of the Holder  thereof,  in whole or in part.  In the
case of the  purchase of less than all the  Representative's  Units  purchasable
under  any   Representative's   Unit  Warrant,  the  Company  shall  cancel  the
Representative's  Unit Warrant upon the surrender  thereof and shall execute and
deliver a new Representative's Unit Warrant of like tenor for the balance of the
Representative's Units purchasable thereunder.

         4. ISSUANCE OF CERTIFICATES.  Upon the exercise of the Representative's
Unit Warrant, the issuance of certificates for the Representative's Warrants and
Representative's  Shares or other  securities,  properties or rights  underlying
such Representative's Unit Warrant,  shall be made (and in any event within five
(5) business days thereafter) without charge to the Holder thereof



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including,  without  limitation,  any tax which may be payable in respect of the
issuance  thereof,  and such  certificates  shall  (subject to the provisions of
Sections  5 and 7 hereof)  be issued in the name of, or in such  names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than that of the  Representative  and the Company shall not be required to issue
or deliver such  certificates  unless or until the person or persons  requesting
the  issuance  thereof  shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has been
paid.

         The  Representative's  Unit Warrants and the certificates  representing
the Representative's Warrants and Representative's Shares issuable upon exercise
of the Representative's Unit Purchase Warrant shall be executed on behalf of the
Company in the same manner as the  certificates for the Public Shares and Public
Warrants.  The  Representative's  Unit  Warrants  shall be dated the date of the
execution by the Company upon initial issuance, division, exchange, substitution
or transfer.  The  certificates  representing  the  Representative's  Shares and
Representative's  Warrants issuable upon exercise of the  Representative's  Unit
Warrants  shall be  identical  in form and  substance  to the Public  Shares and
Public Warrants,  including the terms of redemption for the Warrants sold to the
public; provided,  however, the exercise price of the Representative's  Warrants
shall be $______ [165% of the exercise price of the Public Warrants].

         5. RESTRICTION ON TRANSFER OF REPRESENTATIVE'S UNIT WARRANT. The Holder
of a Representative's  Unit Warrant,  by its acceptance  thereof,  covenants and
agrees that the Representative's Unit Warrant is being acquired as an investment
and not with a view to the distribution  thereof;  and that the Representative's
Unit Warrant may not be sold, transferred,  assigned,  hypothecated or otherwise
disposed  of, in whole or in part,  for a period of one year from the  effective
date of the Public  Offering  except to officers or partners (not  directors) of
the  Representative  and  members of the  selling  group in the Public  Offering
and/or  their  officers or partners  as  required in  compliance  with NASD Rule
2710(c)(7)(A).

         6. EXERCISE PRICE.

         6.1 INITIAL AND ADJUSTED EXERCISE PRICE.  Except as otherwise  provided
in Section 8 hereof,  the initial exercise price of each  Representative's  Unit
Warrant   shall  be  $___  [165%  of  the  Public  Unit   offering   price]  per
Representative's  Unit. The exercise price of the  Representative's  Warrant and
the number of Representative's Shares to be received upon exercise



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<PAGE>



of the Representative's  Unit Warrant shall be subject to adjustment as provided
in Section 8 hereof.

         7.   REGISTRATION RIGHTS.

         7.1  DEMAND REGISTRATION UNDER THE SECURITIES ACT OF 1933.

         At any time  commencing  after  _________,  2004 [one (1) year from the
Effective Date] through and including ___________, 2008 [five (5) years from the
Effective  Date],  the Holders of the  Representative's  Unit Purchase  Warrant,
Representative's Shares and Representative's  Shares,  representing a "Majority"
of the shares of Common Stock issuable upon the exercise of the Units  (assuming
the exercise of all of the  Representative's  Unit Warrant) shall have the right
(which  right is in  addition  to the  registration  rights  under  Section  7.2
hereof),  exercisable  by written  notice to the  Company,  to have the  Company
prepare and file with the Commission,  on one occasion, a registration statement
and such other  documents,  including a  prospectus,  as may be necessary in the
opinion of both counsel for the Company and counsel for the  Representative  and
Holders,  in order to comply with the  provisions  of the Act, so as to permit a
public  offering  and  sale of  their  respective  Representative's  Shares  and
Representative's  Warrants  during a period equal to the longer of: (i) nine (9)
months  or (ii) the  unexpired  term of the  Representative's  Warrants  by such
Holders and any other  Holders of the  Representative's  Unit  Warrant who shall
notify the Company within ten (10) days after receiving  notice from the Company
of such request.

         7.2 PIGGYBACK  REGISTRATION.  If, at any time commencing  after ______,
2004 [one year from the Effective Date],  through and including  ________,  2008
[five (5) years from the Effective  Date],  the Company proposes to register any
of its  securities  under the Act  (other  than in  connection  with a merger or
similar  transaction  with a  filing  on a Form S-4 or  pursuant  to Form S-8 or
similar form) it will give written  notice by  registered or certified  mail, at
least thirty (30) days prior to the filing of each such registration  statement,
to the  Representative  and to all other  Holders of the  Representative's  Unit
Warrant,  Representative's Units,  Representative's Warrants or Representative's
Shares underlying the Representative's  Units, of its intention to do so. If any
of the  Representatives or other Holders of the  Representative's  Unit Warrant,
Representative's  Units,  Representative's  Warrants or Representative's  Shares
underlying the Representative's  Unit Warrant,  notify the Company within twenty
(20) days after receipt of any such notice of its or their desire to include any
such  securities  in such  proposed  registration  statement,  the Company shall
afford each of the Representative and such Holders of the



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Representative's Unit Warrant,  Representative's Units, Representative's Warrant
or  Representative's  Shares,  the  opportunity  to have any of such  securities
registered under such registration statement.

         Notwithstanding  the  provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice  pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of any
such  securities  shall have been  made) to elect not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the Effective Date thereof.

         7.3. NOTICE TO BE DELIVERED.  The Company  covenants and agrees to give
written  notice of any  registration  request under Section 7.1 by any Holder or
Holders to all other registered  Holders of the  Representative's  Unit Warrant,
Representative's  Units,  Representative's  Warrants and Representative's Shares
within  ten (10)  days  from the date of the  receipt  of any such  registration
request.

         7.4  COVENANTS  OF  THE  COMPANY  WITH  RESPECT  TO  REGISTRATION.   In
connection with any  registration  under Section 7.1 or 7.2 hereof,  the Company
covenants and agrees as follows:

         (a) The  Company  shall  use its best  efforts  to file a  registration
statement  within  forty-five  (45) days of receipt of any  demand  therefor  in
accordance with Section 7.1, shall use its best efforts to have any registration
statement declared effective at the earliest practicable time, and shall furnish
each Holder desiring to sell the  Representative's  Shares and  Representative's
Warrants and the shares underlying the Representative's  Warrants such number of
prospectuses  as shall  reasonably be requested.  Notwithstanding  the foregoing
sentence,  the  Company  shall  be  entitled  to  postpone  the  filing  of  any
registration  statement  otherwise  required  to be  prepared  and  filed  by it
pursuant to this  Section  7.4(a) if (i) the Company is under  contract or other
binding  legal  obligation  for  a  material   acquisition,   reorganization  or
divestiture,  or (ii) the Company is publically  committed to a  self-tender  or
exchange  offer  and  the  filing  of a  registration  statement  would  cause a
violation of Rule 10b-6 under the Securities  Exchange Act of 1934. In the event
of such  postponement,  the Company  shall be required to file the  registration
statement  pursuant  to  this  Section  7.4(a)  upon  the  earlier  of  (i)  the
consummation  or  termination,  as  applicable,  of  the  event  requiring  such
postponement  or (ii) 90 days after the receipt of the  initial  demand for such
registration.

         (b) The Company  shall pay all costs  (excluding  fees and  expenses of
Holder(s)  counsel  and any  underwriting  or  selling  commissions),  fees  and
expenses in connection with all



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registration statements filed pursuant to Sections 7.1 and 7.2 hereof including,
without limitation,  the Company's legal and accounting fees, printing expenses,
and blue sky fees and expenses.  The Holder(s) whose  securities are included in
any  regsitraion  statement  filed by the Company  will pay all costs,  fees and
expenses in connection with any registration statement filed pursuant to Section
7.1 or 7.2. If the Company  shall fail to comply with the  provisions of Section
7.4,  the Company  shall,  in addition to any other  equitable  or other  relief
available to the  Holder(s),  be liable for any or all actual damages (which may
include damages due to a loss of profit).

         (c) The Company will take all necessary action which may be required in
qualifying or registering the Representative's Warrants, Representative's Shares
and underlying  shares of Common Stock included in a registration  statement for
offering  and sale  under  the  securities  or blue sky laws of such  states  as
reasonably are requested by the  Holder(s),  provided that the Company shall not
be obligated to execute or file any general  consent to service of process or to
qualify  as a  foreign  corporation  to do  business  under the laws of any such
jurisdiction.

         (d) The Company shall  indemnify the Holder(s) of the  Representative's
Unit Warrant,  Representative's  Warrants and Representative's Shares to be sold
pursuant to any  registration  statement  and each person,  if any, who controls
such Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),  against all loss,
claim, damage,  expense or liability (including all expenses reasonably incurred
in investigating,  preparing or defending against any claim whatsoever) to which
any of them may become  subject  under the Act, the  Exchange Act or  otherwise,
arising from such  registration  statement  but only to the same extent and with
the same  effect as the  provisions  pursuant to which the Company has agreed to
indemnify the Underwriters contained in Section 7 of the Underwriting Agreement.

         (e)   The   Holder(s)   of   the    Representative's    Unit   Warrant,
Representative's Units,  Representative's  Shares and Representative's  Warrants
and shares of Common Stock  underlying the  Representative's  Warrant to be sold
pursuant to a registration  statement,  and their successors and assigns,  shall
severally,  and not jointly,  indemnify the Company,  its officers and directors
and each person,  if any, who controls the Company within the meaning of Section
15 of the Act or Section  20(a) of the Exchange  Act,  against all loss,  claim,
damage or expense or liability  (including all expenses  reasonably  incurred in
investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from information furnished by or on behalf of such Holders, or their



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successors or assigns, for specific inclusion in such registration  statement to
the same extent and with the same effect as the provisions  contained in Section
7 of the Underwriting  Agreement  pursuant to which the Underwriters have agreed
to indemnify the Company.

         (f) Nothing contained in this Agreement shall be construed as requiring
the  Holder(s)  to  exercise   their   Representative's   Unit  Warrant  or  the
Representative's  Warrants  prior  to the  initial  filing  of any  registration
statement or the effectiveness thereof.

         (g) The Company shall as soon as  practicable  after the Effective Date
of the registration statement filed pursuant to this Section 7, and in any event
within 15 months  thereafter,  have made  "generally  available  to its security
holders"  (within the  meaning of Rule 158 under the Act) an earnings  statement
(which need not be audited) complying with Section 11(a) of the Act and covering
a period of at least 12 consecutive months beginning after the Effective Date of
such registration statement.

         (h) In connection with a demand  registration  pursuant to Section 7.1,
the  Company  shall  enter  into an  underwriting  agreement  with the  managing
Representative(s)  selected for such underwriting,  if any, by Holders holding a
Majority  of  the  Representative's  Unit  Warrants,   Representative's   Units,
Representative's  Shares and Representative's  Warrants requested to be included
in such underwriting.  Such underwriting agreement shall be satisfactory in form
and substance to the Company, each Holder and such managing Representatives, and
shall contain such representations,  warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by
the managing Representative(s).

         The Holders shall be parties to any underwriting  agreement relating to
an  underwritten  sale of their  Representative's  Shares  and  Representative's
Warrants  and shares of Common  Stock  Shares  underlying  the  Representative's
Warrants and may, at their option,  require that any or all the representations,
warranties  and  covenants  of  the  Company  to or  for  the  benefit  of  such
Representative(s)  shall also be made to and for the  benefit  of such  Holders.
Such Holders shall not be required to make any  representations or warranties to
or  agreements  with the  Company  or the  Representative(s)  except as they may
relate to such Holders,  their intended methods of distribution,  and except for
matters  related to  disclosures  with  respect to such  Holders,  contained  or
required to be contained,  in such registration  statement under the Act and the
rules and regulations thereunder.

         (i) For purposes of this Agreement, the term "Majority" in reference to
the Holders of Representative's  Warrants and Representative's Shares and shares
underlying the



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Representative's  Warrants,  shall mean in excess of fifty  percent (50%) of the
then outstanding Warrants and  Representative's  Shares that (i) are not held by
the Company, an affiliate,  officer, creditor,  employee or agent thereof or any
of their  respective  affiliates,  members of their families,  persons acting as
nominees or in conjunction  therewith or (ii) have not been resold to the public
pursuant to Rule 144 under the Act or a  registration  statement  filed with the
Commission under the Act.

         8.  ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

         8.1 ADJUSTMENTS TO REPRESENTATIVE'S WARRANTS. The Exercise Price of the
Representative's  Warrants and number of securities issuable with respect to the
Representative's  Warrants  shall be adjusted on the same terms and  conditions,
and at the same time,  as any  adjustments  in the Exercise  Price and number of
shares issuable with respect to the Public Warrants required by the terms of the
Public Warrants.

         8.2  ADJUSTMENT  TO NUMBER OF  REPRESENTATIVE'S  SHARES.  The number of
Representative's  Shares to be received  upon  exercise of the  Representative's
Unit Warrants shall be subject to adjustment as follows:

         (a) 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 effective time of such
increase  by reason of such  dividend  or  subdivision,  the number of shares of
Common Stock  issuable upon the exercise of each  Representative's  Unit 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 effective
time of such  decrease  by reason of such  combination,  the number of shares of
Common Stock  issuable upon the exercise of each  Representative's  Unit Warrant
shall be decreased in proportion to such decrease in the  outstanding  shares of
Common Stock.

         (b)  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



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<PAGE>



Representative's  Unit 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  Representative's  Unit Warrant shall then
be entitled to purchase;  such adjustments  shall apply with respect to all such
changes occurring between the date of this Agreement and the date of exercise of
such Representative's Unit Warrant.

         (c) Subject to the  provisions  of this  Section 8, in case the Company
shall, at any time prior to the exercise of the Warrants,  make any distribution
of its  assets  to  holders  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.

         (d) In  case  of the  dissolution,  liquidation  or  winding  up of the
Company, all rights under this Representative's Unit 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
Representative's  Unit  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.

         (e) In case the Company  shall,  at any time prior to the expiration of
the Representative's  Unit 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  Representative's  Unit  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



                                       9
<PAGE>



record date fixed with  respect to such offer of  subscription  and the right of
the holders of the  Representative's  Unit Warrants to participate in such offer
of subscription shall terminate if the  Representative's  Unit Warrant shall not
be  exercised  on or before the date of such closing of the books or such record
date.

         (f) Any adjustment pursuant to the aforesaid provisions of this Section
8 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
Representative's Unit Warrant immediately prior to the event giving rise to such
adjustment.

         9. EXCHANGE AND  REPLACEMENT OF  REPRESENTATIVE'S  UNIT WARRANTS.  Each
Representative's   Unit  Warrant  is  exchangeable  without  expense,  upon  the
surrender thereof by the registered Holder at the principal  executive office of
the  Company,  for a new  Representative's  Unit  Warrant of like tenor and date
representing  in the  aggregate  the  right  to  purchase  the  same  number  of
Representative's  shares  and  Representative's  Warrants  as  provided  in  the
original  Representative's  Unit  Warrant  in such  denominations  as  shall  be
designated by the Holder thereof at the time of such surrender.

         Upon receipt by the Company of evidence  reasonably  satisfactory to it
of the loss,  theft,  destruction  or  mutilation of any  Representative's  Unit
Warrant,  and, in case of loss,  theft or destruction,  of indemnity or security
reasonably  satisfactory  to  it,  and  reimbursement  to  the  Company  of  all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
the  Representative's  Unit  Warrant,  if  mutilated,  the Company will make and
deliver a new Representative's Unit Warrant of like tenor, in lieu thereof.

         10.  ELIMINATION  OF  FRACTIONAL  INTERESTS.  The Company  shall not be
required to issue certificates representing fractions of Representative's Shares
upon the exercise of the Representative's Unit Warrant, nor shall it be required
to issue scrip or pay cash in lieu of fractional interests,  it being the intent
of the parties that all fractional interests shall be eliminated by rounding any
fraction  up to the  nearest  whole  number of  shares of Common  Stock or other
securities, properties or rights.

         11.  RESERVATION  AND LISTING OF  SECURITIES.  The Company shall at all
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the purpose of  issuance  upon the  exercise of the  Representative's
Unit  Warrant  and  Representative's  Warrants,  such number of shares of Common
Stock or other  securities,  properties  or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the



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<PAGE>



Representative's Unit Warrant and/or the Representative's Warants and payment of
the Exercise Price therefor,  all  Representative's  Shares and other securities
issuable  upon such  exercise  shall be duly and  validly  issued,  fully  paid,
non-assessable  and not subject to the preemptive rights of any stockholder.  As
long as the Representative's Unit Warrant and/or Representative's Warrants shall
be   outstanding,   the  Company  shall  use  its  best  efforts  to  cause  all
Representative's  Shares and Representative's  Shares issuable upon the exercise
of the  Representative's  Warrants to be listed  (subject to official  notice of
issuance)  on all  securities  exchanges  on which the Common  Stock may then be
listed and/or quoted on the Nasdaq Stock Market.

         12. NOTICES TO REPRESENTATIVE'S UNIT WARRANT HOLDERS. Nothing contained
in this Agreement shall be construed as conferring upon the Holders the right to
vote or to  consent  or to  receive  notice as a  stockholder  in respect of any
meetings of stockholders  for the election of directors or any other matter,  or
any rights whatsoever as a stockholder of the Company.  If, however, at any time
prior to the expiration of the Representative's Unit Warrant or Representative's
Warrants and their exercise, any of the following events shall occur:

                  (a) the  Company  shall  take a record of the  holders  of its
         shares of Common Stock for the purpose of  entitling  them to receive a
         dividend or  distribution  payable  otherwise  than in cash,  or a cash
         dividend  or  distribution  payable  otherwise  than out of  current or
         retained  earnings,  as indicated by the  accounting  treatment of such
         dividend or distribution on the books of the Company; or

                  (b) the  Company  shall offer to all the holders of its Common
         Stock  any  additional  shares  of  capital  stock  of the  Company  or
         securities convertible into or exchangeable for shares of capital stock
         of the Company, or any option,  right or warrant to subscribe therefor;
         or

                  (c) a  dissolution,  liquidation  or winding up of the Company
         (other than in connection with a consolidation  or merger) or a sale of
         all or  substantially  all of its  property,  assets and business as an
         entirety shall be proposed;

then, in any one or more of such events the Company shall give written notice of
such event at least  fifteen  (15) days prior to the date fixed as a record date
or the  date  of  closing  the  transfer  books  for  the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect



                                       11
<PAGE>



therein shall not affect the validity of any action taken in connection with the
declaration or payment of any such dividend, distribution or the issuance of any
convertible or  exchangeable  securities,  or  subscription  rights,  options or
warrants, or any proposed dissolution, liquidation, winding up or sale.

         13. NOTICES

         All notices requests, consents and other communications hereunder shall
be in  writing  and shall be deemed  to have been duly made when  delivered,  or
mailed by registered or certified mail, return receipt requested:

                  (a) If to the registered Holder of the  Representative's  Unit
         Warrant,  to the  address  of such  Holder as shown on the books of the
         Company; or

                  (b) If to the  Company,  to the address set forth in Section 3
         hereof or to such other  address as the Company may designate by notice
         to the Holders.

         14. SUPPLEMENTS AND AMENDMENTS.  The Company and the Representative may
from time to time supplement or amend this Agreement without the approval of any
holders of  Representative's  Unit Warrants (other than the  Representative)  in
order to cure any ambiguity,  to correct or supplement  any provision  contained
herein which may be defective or inconsistent  with any provisions  herein or to
make any other  provisions in regard to matters or questions  arising  hereunder
which the Company and the  Representative  may deem  necessary or desirable  and
which the Company and the  Representative  deem shall not  adversely  affect the
interests of the Holders of Representative's Unit Warrants.

         15.  SUCCESSORS.  All the  covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the  Company,  the Holders and
their respective successors and assigns hereunder.

         16.  TERMINATION.  This  Agreement  shall  terminate  at the  close  of
business on _________,  2008. Notwithstanding the foregoing, the indemnification
provisions  of  Section  7 shall  survive  such  termination  until the close of
business on ____, 2011.

         17. GOVERNING LAW; SUBMISSION TO JURISDICTION.

         (a)  This  Agreement  and each  Representative's  Unit  Warrant  issued
hereunder  shall be deemed to be a contract  made under the laws of the State of
Delaware and for all purposes shall be construed in accordance  with the laws of
such  State  without  giving  effect to the rules of said  State  governing  the
conflicts of laws.



                                       12
<PAGE>



         (b) The Company,  the  Representative and the Holders hereby agree that
any action,  proceeding  or claim  against it arising out of, or relating in any
way to, this Agreement  shall be brought and enforced in the courts of the State
of New York or of the United States of America for the Southern  District of New
York, and irrevocably submits to such jurisdiction,  which jurisdiction shall be
exclusive.  The Company,  the  Representative and the Holders hereby irrevocably
waive any objection to such exclusive  jurisdiction or inconvenient  forum.  Any
such process or summons to be served upon any of the Company, the Representative
and the Holders (at the option of the party bringing such action,  proceeding or
claim) may be served by transmitting a copy thereof,  by registered or certified
mail, return receipt requested,  postage prepaid, addressed to it at the address
determined in  accordance  withSection  13 hereof.  Such mailing shall be deemed
personal  service and shall be legal and binding upon the party so served in any
action,  proceeding or claim. The Company,  the  Representative  and the Holders
agree that the prevailing  party(ies) in any such action or proceeding  shall be
entitled to recover from the other party(ies) all of its/their  reasonable legal
costs and  expenses  relating to such action or  proceeding  and/or  incurred in
connection with the preparation therefor.

         18. ENTIRE  AGREEMENT;  MODIFICATION.  This  Agreement  (including  the
Underwriting  Agreement to the extent  portions  thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and,  except as provided in Section 14 hereof,  may not be
modified or amended  except by a writing  duly signed by the party  against whom
enforcement of the modification or amendment is sought.  Any terms not otherwise
defined herein shall have the meaning  ascribed to such term in the Underwriting
Agreement.

         19.  SEVERABILITY.  If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
affect any other provision of this Agreement.

         20.  CAPTIONS.  The caption  headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

         21.  BENEFITS OF THIS  AGREEMENT.  Nothing in this  Agreement  shall be
construed  to give to any person or  corporation  other than the Company and the
Representative and any other registered Holder(s) of the  Representative's  Unit
Warrants or Representative's  Shares or the Representative's  Warrants any legal
or equitable right, remedy or claim under this Agreement;



                                       13
<PAGE>



and this  Agreement  shall be for the sole and exclusive  benefit of the Company
and the  Representative  and any other  Holder(s) of the  Representative's  Unit
Warrants or Representative's Shares or Representative's Warrants.

         22.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.



       Remainder of page intentionally left blank. Signature page follows.





















                                       14
<PAGE>






         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

[SEAL]                                    DELCATH SYSTEMS, INC.



                                          By:__________________________________
                                             Name:
                                             Title:

Attest:



Secretary




                                          Agreed and accepted as of the date
                                          first above written

                                          ROAN/MEYERS ASSOCIATES, L.P.,
                                           as Representative of the Underwriters
                                          By: MEYERS/JANSSEN SECURITIES CORP.,
                                           General Partner


                                          By:__________________________________
                                             Name: Bruce Meyers
                                             Title: President






                                       15
<PAGE>






                                    EXHIBIT A

               [FORM OF REPRESENTATIVE'S UNIT WARRANT CERTIFICATE]

THE REPRESENTATIVE'S  UNIT WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER
SECURITIES  ISSUABLE  UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933,  (ii) TO THE EXTENT  APPLICABLE,  RULE 144 UNDER SUCH ACT (OR ANY  SIMILAR
RULE UNDER SUCH ACT  RELATING TO THE  DISPOSITION  OF  SECURITIES),  OR (iii) AN
OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY  SATISFACTORY TO COUNSEL
FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE  TRANSFER  OR  EXCHANGE  OF  THE  REPRESENTATIVE'S   UNIT  PURCHASE  WARRANT
REPRESENTED  BY  THIS   CERTIFICATE   IS  RESTRICTED  IN  ACCORDANCE   WITH  THE
REPRESENTATIVE'S WARRANT AGREEMENT FOR UNITS REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                      5:00 P.M., NEW YORK TIME, ____, 2008

No.  DS-UW-1               _______ Representative's Unit Warrant

                          Representative's Unit Warrant

         This   Representative's   Unit  Warrant   certifies  that   ROAN/MEYERS
ASSOCIATES,  L.P., or registered  assigns,  is the registered holder of ________
Representative's Unit Purchase Warrants to purchase initially,  at any time from
______, 2003 until 5:00 p.m. New York time on _______, 2008 ("Expiration Date"),
up to ______  Representative's  Units (the "Units") of Delcath Systems,  Inc., a
Delaware  corporation (the "Company"),  at an initial exercise price, subject to
adjustment  in certain  events  (the  "Exercise  Price"),  of $____ [165% of the
public offering price of the Units] upon surrender of this Representative's Unit
Warrant and payment of the Exercise Price at an office or agency of the Company,
but subject to the conditions set forth herein and in the Representative's  Unit
Warrant  Agreementdated  as of ______,  2002 between the Company and Roan/Meyers
Associates,  L.P. (the  "Representative's  Warrant  Agreement").  Payment of the
Exercise  Price shall be made by  certified  or official  bank check in New York
Clearing House funds payable to the order of the Company.

         No Representative's  Unit Warrant may be exercised after 5:00 p.m., New
York time,  on the  Expiration  Date,  at which time all  Representative's  Unit
Warrants evidenced hereby,  unless exercised prior thereto,  shall thereafter be
void.





                                        1
<PAGE>



         The  Representative's  Unit Warrant evidenced by this  Representative's
Unit Purchase  Warrant  Certificate are part of a duly authorized issue of Units
pursuant  to the  Representative's  Warrant  Agreement,  which  Representative's
Warrant Agreement is hereby  incorporated by reference herein and made a part of
this  instrument  and is hereby  referred  to for a  description  of the rights,
limitation  of rights,  obligations,  duties and  immunities  thereunder  of the
Company and the holders (the words "holders" or "holder"  meaning the registered
holders or registered holder) of the Representative's Unit Warrant.

         The   Representative's   Warrant  Agreement   provides  that  upon  the
occurrence of certain events the exercise  prices and/or number of the Company's
securities issuable thereupon may, subject to certain  conditions,  be adjusted.
In such event,  the  Company  will,  at the  request of the holder,  issue a new
Representative's  Unit Warrant  Certificate  evidencing  the  adjustment  in the
exercise  price and the  number  and/or  type of  securities  issuable  upon the
exercise of the  Representative's  Unit  Warrant;  provided,  however,  that the
failure of the Company to issue such new  Representative's  Unit Warrants  shall
not in any way change,  alter or otherwise  impair,  the rights of the holder as
set forth in the Representative's Warrant Agreement.

         Upon  due   presentment   for   registration   of   transfer   of  this
Representative's  Unit  Warrant  at an office or  agency of the  Company,  a new
Representative's  Unit Warrant or  Representative's  Unit Warrants of like tenor
and evidencing in the aggregate a like number of Representative's  Unit Warrants
shall be issued to the transferee(s) in exchange for this  Representative's Unit
Warrant,  subject to the limitations provided herein and in the Representative's
Warrant  Agreement,  without any charge except for any tax or other governmental
charge imposed in connection with such transfer.

         Upon  the  exercise  of  less  than  all of the  Representative's  Unit
Warrants evidenced by this Certificate, the Company shall forthwith issue to the
holder hereof a new Representative's Unit Warrant Certificate  representing such
number of unexercised Representative's Unit Warrants.

         The Company may deem and treat the registered  holder(s)  hereof as the
absolute owner(s) of this  Representative's  Unit Warrant  (notwithstanding  any
notation of ownership or other writing  hereon made by anyone),  for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other  purposes,  and the Company shall not be affected by any notice to the
contrary.

         All terms used in this Representative's Unit Purchase Warrant which are
defined  in the  Representative's  Warrant  Agreement  shall  have the  meanings
assigned to them in the Representative's Warrant Agreement.





                                       2
<PAGE>






         IN WITNESS WHEREOF, the Company has caused this  Representative's  Unit
Warrant to be duly executed under its corporate seal.

Dated as of _____, 2003



                                          DELCATH SYSTEMS, INC.



[SEAL]                                    By:__________________________________
                                             Name:
                                             Title:

Attest:



Secretary















                                       3
<PAGE>






                         [FORM OF ELECTION TO PURCHASE]



         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented by this  Representative's Unit Warrant, to purchase ______ Units and
herewith  tenders in payment for such  securities a certified  or official  bank
check payable in New York Clearing House Funds to the order of Delcath  Systems,
Inc.  in the amount of $_____,  all in  accordance  with the terms  hereof.  The
undersigned requests that a certificate for such securities be registered in the
name of _________________  whose address is  _________________________  and that
such   Certificate   be  delivered  to   _________________   whose   address  is
_________________________.


Dated:

                                   Signature __________________________________
                                   (Signature must conform in all respects to
                                   name of holder as specified on the face of
                                   the Representative's Unit Purchase Warrant.)




                                   Insert Social Security or Other
                                   Identifying Number of Holder)














                                       4