CHANGE IN CONTROL ARRANGEMENT

                              DELCATH SYSTEMS, INC.

                   CHANGE IN CONTROL ARRANGEMENT FOR DIRECTORS

Section 1: Effective Date. The effective date of the Arrangement is April 29,
2004, the date of notice of the Arrangement to the Company's shareholders.

Section 2: Definitions.

     o    Arrangement. This Change in Control Arrangement for Directors.

     o    Company. Delcath Systems, Inc.

     o    Compensation and Stock Option Committee. The Committee of the Board of
          Directors responsible for salaries and benefits paid, and stock
          options granted, to employees, consultants, directors and others.

     o    Deemed Shares. The number of shares of Delcath Systems, Inc., detailed
          in Schedule A, as adjusted for any stock splits, stock dividends or
          recapitalizations after the Effective Date.

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