MODIFICATION AGREEMENT

     MODIFICATION  AGREEMENT,  dated  as of April 9,  2007  (this  "MODIFICATION
AGREEMENT")  by and  between  DELCATH  SYSTEMS,  INC.,  a  Delaware  corporation
("DELCATH"),  and LADDCAP  VALUE  PARTNERS LP, a Delaware  limited  partnership,
LADDCAP  ASSOCIATES LLC, a Delaware  limited  liability  company,  LADDCAP VALUE
ASSOCIATES LLC, a Delaware limited liability company,  any affiliate (as defined
under the Securities  Exchange Act of 1934, as amended) of any of the foregoing,
and Mr.  ROBERT B. LADD  ("LADD"),  in his  individual  capacity  (collectively,
"LADDCAP," and together with Delcath, the "PARTIES").

     WHEREAS, Delcath and Laddcap are parties to a Settlement Agreement dated as
of October 8, 2006 (the "SETTLEMENT AGREEMENT"); and

     WHEREAS,  the parties  agree that the issues which led the Parties to enter
into the Settlement  Agreement have been largely resolved,  that continuation of
most covenants  under the Agreement  serve no valuable  purposes for the Parties
and certain of such covenants  unnecessarily  restrict the Parties activities at
little or no benefit to the counter-parties; and

     WHEREAS,  the  Parties  have  accordingly  agreed to modify the  Settlement
Agreement  with respect to certain  obligations  and rights of the Parties under
the Settlement Agreement;

     NOW,   THEREFORE,   in  consideration  of  the  mutual  execution  of  this
Modification  Agreement and the mutual agreements set forth herein,  the Parties
hereby agree as follows:

     1. Except as otherwise expressly set forth in this Modification  Agreement,
Laddcap and the Company hereby  release one another from all future  obligations
created  under the  Settlement  Agreement,  with the  exception  of the Parties'
obligations pursuant to Sections 5 and 6.

     2. The provisions of Section 13 of the Settlement Agreement shall remain in
force.

     3. In accordance  with Section 13(k) of the Settlement  Agreement,  Delcath
hereby  designates  the  following as the address to which all notices and other
communications  to it  under  the  Settlement  Agreement  or  this  Modification
Agreement shall be given:

                          Delcath Systems, Inc.
                          1100 Summer Street
                          Stamford, Connecticut 06905
                          Attention: Chief Executive Officer
                          Facsimile: (203) 961-0120

No copy of any  such  notice  or  other  communication  to  Delcath  needs to be
delivered to any other person.

     4. This Modification Agreement may be executed in two or more counterparts,
all of which shall be considered as one and the same instrument and shall become
effective when one or more  counterparts have been signed by each of the Parties
and delivered to the other party.

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     5. This Modification Agreement may be executed by facsimile signature,  and
a facsimile signature shall constitute an original for all purposes.

     IN WITNESS  WHEREOF,  the Parties  hereto have executed  this  Modification
Agreement as of the date first above written.


                                   LADDCAP VALUE PARTNERS LP

                                   By LADDCAP VALUE ASSOCIATES LLC,
                                   Its General Partner

                                   By:  /s/ Robert B. Ladd
                                       -------------------------------
                                        Name: Robert B. Ladd
                                        Title: Managing Member


                                   LADDCAP VALUE ASSOCIATES LLC

                                   By:  /s/ Robert B. Ladd
                                       -------------------------------
                                        Name: Robert B. Ladd
                                        Title: Managing Member


                                   LADDCAP VALUE ADVISORS LLC

                                   By:  /s/ Robert B. Ladd
                                       -------------------------------
                                        Name: Robert B. Ladd
                                        Title: Managing Member


                                   ROBERT B. LADD

                                      /s/ Robert B. Ladd
                                   ----------------------------------
                                      Robert B. Ladd


                                   DELCATH SYSTEMS, INC.

                                   By:  /s/ Richard Taney
                                       -------------------------------
                                        Name: Richard Taney
                                        Title: Interim Chief Executive Officer