EMPLOYEE STOCK OPTION GRANT LETTER DELCATH SYSTEMS, INC. 2009 STOCK INCENTIVE PLAN

This Grant Letter sets forth the terms and conditions of the stock option granted to you by Delcath Systems, Inc. (the “ Company ”) on September 14, 2009 (the “ Grant Date ”), in accordance with the provisions of its 2009 Stock Incentive Plan (the “ Plan ”).  You have been granted an option (the “ Option ”) to purchase 250,000 shares of the Company’s Common Stock (“ Common Stock ”).  The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).  You are a party to an employment agreement entered into with the Company on September 13, 2009 (as the same may be amended or restated from time to time, the “ Employment Agreement ”).

The Option is subject to the terms and conditions set forth in the Plan, any rules and regulations adopted by the Committee (as defined in the Plan) from time to time, and this Grant Letter.  Any terms used in this Grant Letter and not defined herein have the meanings set forth in the Plan.

1.   Option Price

The price at which you may purchase the shares of Common Stock covered by the Option is $3.92 per share, which is the Fair Market Value of a share on the date of grant of your Option.

2.   Term of Option

Your Option expires on September 14, 2019.  However, your Option may terminate prior to such expiration date as provided in paragraph 6 of this Grant Letter or pursuant to the Plan.  Regardless of the provisions of paragraph 6 and the Plan, in no event can your Option be exercised after the expiration date set forth in this paragraph 2.

3.   Exercisability of Option

(a)   Unless it becomes exercisable on an earlier date as provided in paragraph 6 or pursuant to the Plan, your Option will become exercisable in installments as follows, provided that you remain in continuous service as an employee of the Company or its Subsidiaries on such date:

(b)   To the extent your Option has become exercisable, you may exercise the Option to purchase all or any part of such shares at any time on or before the date the Option expires or terminates.

4.   Exercise of Option

You may exercise your Option by giving written notice to the Company of the number of shares of Common Stock you desire to purchase and paying the option price for such shares. The notice must be in the form provided by the Company from time to time (the “ Option Exercise Form ”), which may be obtained from the Company’s Controller.  The notice must be hand delivered or mailed to the Company at the address of its executive offices, 600 Fifth Avenue, 23 rd Floor, New York, NY 10020; Attention: Controller, or may be provided electronically to the extent and in the manner provided under procedures adopted by the Company.  Payment of the option price may be made in any manner permitted under paragraph 5.  The cash, Common Stock or documentation described in the applicable provision of paragraph 5 must accompany the Option Exercise Form.  Subject to Section 5, your Option will be deemed exercised on the date the Option Exercise Form (and payment of the option price) is hand delivered, received by electronic transmission (if permitted) received by overnight courier, or, if mailed, postmarked.

5.   Satisfaction of Option Price   Your Option may be exercised by payment of the option price in cash (including check, bank draft, money order, or wire transfer to the order of the Company).  Unless prohibited by the Committee in its discretion (at any time prior to completion of the desire Option exercise), your Option may also be exercised using any of the following methods or a combination thereof:

(a)   Payment of Common Stock.   You may satisfy the option price by tendering shares of Common Stock that you own.  For this purpose, the shares of Common Stock so

tendered shall be valued at the closing sales price of the Common Stock on The Nasdaq Capital Market (or the exchange or market determined by the Committee to be the primary market for the Common Stock) for the day before the date of exercise or, if no such sale of Common Stock occurs on such date, the closing sales price on the nearest trading date before such date.  The certificate(s) evidencing shares tendered in payment of the option price must be duly endorsed or accompanied by appropriate stock powers.  Only stock certificates issued solely in your name may be tendered to exercise your Option.  Fractional shares may not be tendered in satisfaction of the option price; any portion of the option price that is in excess of the aggregate value (as determined under this paragraph 5(a)) of the number of whole shares tendered must be paid in cash.  If a certificate tendered in exercise of the Option evidences more shares than are required pursuant to the immediately preceding sentence for satisfaction of the portion of the option price being paid in Common Stock, an appropriate replacement certificate will be issued to you for the number of excess shares.

(b)   Broker-Assisted Cashless Exercise.   You may satisfy the option price by delivering to the Company a copy of irrevocable instructions to a broker acceptable to the Company to sell shares of Common Stock (or a sufficient portion of such shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the total option price and withholding tax obligation resulting from such exercise.  The broker must agree to deposit the entire sale proceeds into a Company-owned account pending delivery to the Company of the option price and tax withholding amount.  Shares issued under this method of exercise will be issued to the designated brokerage firm for your account.  The ability to use this method of exercise is subject to the Company’s approval of the broker and of the specific mechanics of exercise.

(c)   Net Share Exercise.   You may satisfy the option price by delivering to the Company an Option Exercise Form that directs the Company to withhold a sufficient number of the shares acquired upon exercise to satisfy the aggregate option price and tax withholding obligation with respect to the shares as to which the Option is being exercised.  For purp