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

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