This Employment Agreement (the "Agreement") amends and restates the agreement made April 30, 1996 by and
among Delcath Systems, Inc., a Delaware Corporation with its principal offices at 1100 Summer Street,
Stamford, Connecticut 06905 ("the Company ") and Dr. Samuel Herschkowitz ("the Executive"). This
Agreement is effective as of October 1, 2003.
1. Position and Responsibilities.
1.1 The Executive currently serves as Chief Technical Officer of the Company. The Executive shall continue to
serve in that capacity, or in such other executive capacity as shall be designated by the Board of Directors of the
Company and reasonably acceptable to the Executive, and shall perform the duties customarily associated with
such capacity from time to time and at such place or places as the Board of Directors of the Company shall
designate as appropriate and necessary in connection with such employment.
1.2 The Executive will, to the best of his ability, devote his full business time, as requested or required by the
Chief Executive Officer (except for his existing directorships listed in Exhibit A or directorships otherwise
approved in advance by the Board of Directors), and his best efforts and ability to the performance of his duties
hereunder and to the business and affairs of the Company. The Executive agrees to perform such executive duties
as may be assigned to him by or on authority of the Company's Board of Directors from time to time. After
receipt of notice of termination of his employment hereunder, the Executive shall continue to be available to the
Company on a part-time basis at reasonable and customary hourly rates to assist in any necessary transition.
1.3 The Executive will duly, punctually, and faithfully perform and observe any and all rules and regulations which
the Company may now or shall hereafter reasonably establish governing his conduct as an employee and the
conduct of its business.
1.4 The Executive hereby ratifies and affirms the agreement relating to p