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
delivered by the Warrant  Agent to the Company  from time to time upon  request.
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 Company 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 in cash or 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.  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  (the  "Call  Date")  of  redemption  has  been at  least
$_____________  [200% 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.

         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.



<PAGE>
                                                                              11




     (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  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.



<PAGE>
                                                                              12




     (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 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.



<PAGE>
                                                                              13




         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.

         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
                                 40 Wall Street
                            New York, New York 10005
                         Attention: [Michael Karfunkel]

         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.



<PAGE>
                                                                              14




         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.

         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: