DELCATH SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN

DELCATH SYSTEMS, INC.

2004 STOCK INCENTIVE PLAN

Nonqualified Stock Option Agreement

To: [NAME OF OPTIONEE]

We are pleased to notify you that, by action of the Compensation and Stock

Option Committee (hereinafter called the "Committee") on [DATE], a nonqualified

stock option to purchase 140,000 shares of the Common Stock, $0.01 par value, of

Delcath Systems, Inc. (herein called the "Company"), at the price of $[EXERCISE

PRICE] per share (herein called the "Exercise Price") was approved pursuant to

the Company's 2004 Stock Incentive Plan (the "2004 Plan"). In accordance with

the provisions of Section 6.2 of the 2004 Plan, this Agreement shall become

effective upon your execution hereof. This option may be exercised only upon the

terms and conditions set forth below.

Exercising options may not be a prudent business decision for some persons.

Therefore, we urge you to review this opportunity carefully and consult with

your own tax advisor prior to exercising this option as the decision as to

whether to exercise this option and the manner in which you exercise the option

should be guided by your personal financial and tax considerations.

1. Purpose of Option.

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The purpose of the 2004 Plan under which this nonqualified stock option has

been granted is to further the growth and development of the Company and its

direct and indirect subsidiaries by encouraging selected employees, directors,

consultants, agents, independent contractors and other persons who contribute

and are expected to contribute materially to the Company's success to obtain a

proprietary interest in the Company through the ownership of stock, thereby

providing such persons with an added incentive to promote the best interests of

the Company, and affording the Company a means of attracting to its service

persons of outstanding ability.

2. Acceptance of Option Agreement.

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Your execution of this nonqualified stock option agreement will indicate

your acceptance of and your willingness to be bound by its terms; it imposes no

obligation upon you to purchase any of the shares subject to the option. Your

obligation to purchase shares can arise only upon your exercise of the option in

the manner set forth in paragraph 4 hereof.

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3. When Option May Be Exercised.

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This option shall be exercisable as follows:

(a) this option shall become exercisable on [DATE]as to [NUMBER] of

the shares covered hereby; and

(b) this option shall become exercisable on [DATE] as to the remaining

[NUMBER] shares covered hereby. [TO BE ADJUSTED DEPENDING ON VESTING SCHEDULE.]

This option may not be exercised for fewer than ten shares at any one time

(or the remaining shares then purchasable if less than ten), may not be

exercised for fractional shares of the Company's Common Stock, and expires on

[EXPIRATION DATE], unless sooner terminated as provided in paragraph 5 hereof.

4. How Option May Be Exercised.

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This option is exercisable by a written notice signed by you and delivered

to the Company at its executive offices, signifying your election to exercise

the option ("Notice of Exercise"). The Notice of Exercise must state the number

of shares of Common Stock as to which your option is being exercised, must

contain a statement by you that such shares are being acquired by you for

investment and not with a view to their distribution or resale (unless a

registration statement covering the shares purchasable has been declared

effective by the Securities and Exchange Commission, with it being acknowledged

by you that the Company shall not be under any obligation to file any such

registration statement) and must be accompanied by:

(a) cash or check to the order of the Company for the full Exercise

Price of the shares being purchased plus such amount, if any, as is required for

withholding taxes; and

(b) a written acknowl