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 this  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 to 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.
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  purchase 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
Name:                                           correspond with the name as
      -------------------------------           written upon the face of this
        (Please Print or Typewrite)             Warrant or with the name of the
                                                assignee appearing in the
                                                assignment from below in every
                                                particular without alteration or
                                                enlargement or any change
                                                whatever.


                                      *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.