<SEQUENCE>12

<FILENAME>0012.txt

<DESCRIPTION>EXHIBIT 10.6

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                       EXCLUSIVE DISTRIBUTORSHIP AGREEMENT



         EXCLUSIVE DISTRIBUTORSHIP AGREEMENT dated as of this 27th of December,

1996, by and between NISSHO CORPORATION, a corporation organized under the laws

of Japan and having its principal place of business at 3-9-3, Honjo-Nishi,

Kita-ku, Osaka 53I Japan ("Nissho") and DELCATH SYSTEMS, INC., a corporation

organized under the laws of the State of Delaware and having its principal place

of business at 1100 Summer Street, 3rd Floor, Stamford, Connecticut 06905

("Delcath").



                              W I T N E S S E T H:

                               - - - - - - - - - -



         IN CONSIDERATION of the mutual promises and covenants herein contained,

the parties hereto hereby agree as follows:



                                 I. DEFINITIONS



                            Capitalized terms used in the Agreement shall be

defined as follows:



     1.1 "Agreement" shall mean this EXCLUSIVE DISTRIBUTORSHIP AGREEMENT.





     1.2 "Confidential Information" shall mean all written information and data

provided by the parties to each other hereunder and marked as confidential,

except any portion thereof which:



                  (a)      is known to the receiving  party, as evidenced by the

receiving  party's  written  record,  before receipt hereof under this

Agreement;



                  (b)      is disclosed to the receiving party by a third

person who has a right to make such disclosure; or



                  (c)      is or becomes part of the public domain through no

fault of the receiving party.



     1.3 "Patents" shall mean the patents and patent applications described in

Schedule A attached hereto and made a part hereof.



     1.4 "Products" shall mean those products manufactured by Delcath which are

listed on Schedule B attached hereto and made a part hereof. New Products may be

added to Schedule B from time to time by mutual agreement of the Parties.



     1.5 "Product Specifications" shall mean the specifications for the Products

set forth in Schedule B attached hereto and made a part hereof. Specifications

may be amended from time to time by mutual agreement of the parties.

Specifications for new Products shall be added to Schedule B from tune to time

by mutual agreement of the parties.







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     1.6 "Territory" shall mean Japan, Korea, China, Taiwan and Hong Kong.



                         II. APPOINTMENT AND ACCEPTANCE



     2.1 Appointment. Delcath hereby appoints Nissho as its exclusive

distributor within the Territory for the promotion, sale and delivery of the

Products.



     2.2 Acceptance. Nissho hereby accepts the foregoing appointment and agrees

to use its reasonable best efforts to secure regulatory approval in the

Territory for, to develop and promote the use and sale of, to sell and deliver,

service, and assure customer satisfaction for, the Products within the

Territory.



     2.3 Assistance. Delcath agrees to assist and cooperate with Nissho in

marketing and securing regulatory approval for the Products during the term of

this Agreement. Such assistance includes sale to Nissho of such quantity of

Products reasonably required by Nissho for purposes of clinical trials and

marketing demonstration in any country in the Territory. The price of products

sold for such purposes shall be 10% above Delcath's cost, with all freight,

shipping and insurance costs to be paid by Nissho as set forth in Section 3.5.



                        III. TERMS AND CONDITIONS OF SALE



     3.1 Orders. Nissho shall purchase the Products from Delcath in accordance

with the order and forecast procedure set forth in Schedule C attached hereto

and made a part hereof.



     3.2 Prices. Prices for the Products as of the date hereof shall be

determined as set forth on Schedule D attached hereto and made a part hereof.



     3.3 Payment Terms. Unless otherwise agreed at the time an order for

Products is placed, Nissho shall provide to Delcath an irrevocable letter of

credit in favor of Delcath and payable at sight. The letter of credit must

either be issued or confirmed by a bank acceptable to Delcath. The letter of

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