2000 NON-QUALIFIED STOCK OPTION PLAN
                           LIFE MEDICAL SCIENCES, INC.

      1. Purpose of Plan.

      The purpose of the Life Medical Sciences, Inc. 2000 Non-Qualified Stock
Option Plan (the "2000 Plan") is to promote the interests of Life Medical
Sciences, Inc., a Delaware corporation (the "Company") and its stockholders by
strengthening the Company's ability to attract and retain competent employees,
to make service on the Board of Directors of the Company more attractive to
present and prospective non-employee directors of the Company, to provide a
means to encourage stock ownership and proprietary interest in the Company by
officers, nonemployee directors and valued employees and other individuals upon
whose judgment, initiative, and efforts the financial success and growth of the
Company largely depend, and to compensate consultants and advisors for services
rendered. This 2000 Plan and the grant of any option hereunder shall be
effective upon approval by the Board of Directors of the Company.

      2. Stock Subject to the 2000 Plan.

            a. The total number of shares of the authorized but unissued or
treasury shares of the Common Stock, $.001 par value per share, of the Company
("Common Stock") for which non-qualified options may be granted under the 2000
Plan shall be 1,000,000, subject to adjustment as provided in Section 12 hereof.

            b. If an option granted or assumed hereunder shall expire or
terminate any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for subsequent option grants
under the 2000 Plan.

            c. Stock issuable upon exercise of an option granted under the 2000
Plan may be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.

      3. Administration of the 2000 Plan.

            a. The 2000 Plan shall be administered by the Board of Directors of
the Company (the "Board"). No member of the Board shall act upon any matter
exclusively affecting any option granted or to be granted to himself or herself
under the 2000 Plan. The decision of the Board as to all questions of
interpretation and application of the 2000 Plan shall be final, binding and
conclusive on all persons. The Board may, in its sole discretion, grant options
to purchase shares of the Company's Common Stock and issue shares upon exercise
of such options, as provided in the 2000 Plan. The Board shall have authority,
subject to the express provisions of the 2000 Plan, to construe the respective
option agreements and the 2000 Plan, to prescribe, amend and rescind rules and
regulations relating to the 2000 Plan, to


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determine the terms and provisions of the respective option agreements, which
may but need not be identical, and to make all other determinations in the
judgment of the Board necessary or desirable for the administration of the 2000
Plan. The Board may correct any defect or supply any omission or reconcile any
inconsistency in the 2000 Plan or in any option agreement in the manner and to
the extent it shall deem expedient to carry the 2000 Plan into effect and shall
be the sole and final judge of such expediency. No director shall be liable for
any action or determination made in good faith. The Board may, in its
discretion, delegate its power, duties and responsibilities to a committee,
consisting of two or more members of the Board, all of whom are "non-employee
directors" (as hereinafter defined). If a committee is so appointed, all
references to the Board herein shall mean and relate to such committee, unless
the context otherwise requires. For the purposes of the 2000 Plan, a director or
member of such committee shall be deemed to be a "non-employee director" only if
such person qualified as a "non-employee director" within the meaning of
paragraph (c)(2) of Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), as such term is interpreted from time to
time.

      4. Type of Options.

      Options granted pursuant to the 2000 Plan shall be authorized by action of
the Board (or a committee designated by the Board) and may only be designated as
non-qualified options which are not intended to meet the requirements of such
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

      5. Eligibility.

      Options designated as non-qualified options may be granted to (i) officers
and key employees of the Company or of any of its subsidiaries, or (ii) agents,
medical and scientific advisors and directors of and consultants to the Company,
whether or not otherwise employees of the Company.

      In determining the eligibility of an individual to be granted an option,
as well as in determining the number of shares to be optioned to any individual,
the Board shall take into account the position and responsibilities of the
individual being considered, the nature and value to the Company or its
subsidiaries of his or her service and accomplishments, his or her present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Board may deem relevant.

      6. Option Agreement.

      Each option shall be evidenced by an agreement (the "Agreement") duly
executed on behalf of the Company and by the optionee to whom such option is
granted, which Agreement shall comply with and be subject to the terms and
conditions of the 2000 Plan. The Agreement may contain such other terms,
provisions and conditions which are not inconsistent with the 2000 Plan as may
be determined by the Board. No option shall be granted within the meaning of the
2000 Plan and no purported grant of any option shall be effective until the
Agreement


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shall have been duly executed on behalf of the Company and the optionee. More
than one option may be granted to an individual.

      7. Option Price.

      The option price or prices of shares of the Company's Common Stock for
options designated as non-qualified stock options shall be a lawful
consideration as determined by the Board.

      8. Manner of Payment: Manner of Exercise.

            a. Options granted under the 2000 Plan may provide for the payment
of the exercise price by delivery of (i) cash or a check payable to the order of
the Company in an amount equal to the exercise price of such options, (ii)
shares of any class of common stock of the Company owned by the optionee having
a fair market value equal in amount to the exercise price of the options being
exercised, or (iii) any combination of (i) and (ii), provided, however, that
payment of the exercise price by delivery of shares of common stock of the
Company owned by such optionee may be made only upon the condition that such
payment does not result in a charge to earnings for financial accounting
purposes as determined by the Board, unless such condition is waived by the
Board.

            b. To the extent that the right to purchase shares under an option
has accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, after thirty (30) days but not
more than ninety (90) days from the date of receipt of the notice by the
Company, as shall be designated in such notice, or at such time, place and
manner as may be agreed upon by the Company and the person or persons exercising
the option.

      9. Exercise of Options.

     Each option granted under the 2000 Plan shall, subject to Section 10 (b)
hereof, be exercisable at such time or times and during such period as shall be
set forth in the Agreement; provided, however, that no option granted under the
2000 Plan shall have a term in excess of ten (10) years from the date of grant.
To the extent that an option is not exercised when it becomes initially
exercisable, it shall not expire but shall be carried forward and shall be
exercisable, on a cumulative basis, until the expiration of the exercise period.
No partial exercise may be made for less than one hundred (100) full shares of
Common Stock.


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      10. Term of Options; Exercisability

            a. Term.

                  i.    Each option shall expire not more than ten (10) years
                        from the date of the granting thereof, except in the
                        event of earlier termination as herein provided.

                  ii.   Except as otherwise provided in this Section 10 or at
                        the discretion of the Board, an option granted to any
                        optionee who ceases to perform services for the Company
                        or one of its subsidiaries shall terminate on the
                        earlier of the last day of the third month or ninety
                        days after the date such optionee ceases to perform
                        services for the Company or one of its subsidiaries, or
                        on the date on which the option expires by its terms,
                        whichever occurs first.

                  iii.  If such termination of employment is because of
                        dismissal for cause or because the optionee is in breach
                        of any employment or consulting agreement, such option
                        will terminate on the date the optionee ceases to
                        perform services for the Company or one of its
                        subsidiaries.

                  iv.   If the optionee ceases to perform services for the
                        Company because the optionee has become permanently
                        disabled (within the meaning of Section 22(e)(3) of the
                        Code), such option shall terminate on the last day of
                        the twelfth month from the date such optionee ceases to
                        perform services for the Company, or on the date on
                        which the option expires by its terms, whichever occurs
                        first.

                  v.    In the event of the death of any optionee, any option
                        granted to such optionee shall terminate on the last day
                        of the twelfth month from the date of death, or on the
                        date on which the option expires by its terms, whichever
                        occurs first.


            b. Exercisability.

                  i.    Except as provided below, an option granted to a
                        optionee who ceases to perform services for the Company
                        or one of its subsidiaries shall be exercisable only to
                        the extent that such option has accrued and is in effect
                        on the date such optionee


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                        ceases to perform services for the Company or one of its
                        subsidiaries.

                  ii.   An option granted to a optionee who ceases to perform
                        services for the Company or one of its subsidiaries
                        because he or she has become permanently disabled, as
                        defined above, shall be exercisable with respect to the
                        full number of shares covered by such option.

                  iii.  In the event of the death of any optionee, the option
                        granted to such optionee may be exercised with respect
                        to the full number of shares covered thereby, whether or
                        not under the provisions of Section 9 hereof the
                        optionee was entitled to do so at the date of his or her
                        death, by the estate of such optionee, or by any person
                        or persons who acquired the right to exercise such
                        option by bequest or inheritance or by reason of the
                        death of such optionee.

      11. Options Not Transferable.

      The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee other than by will or
the laws of descent and distribution or pursuant to a domestic relations order
as defined in the Code or Title 1 of the Employee Retirement Income Security
Act, or the rules thereunder, and any such option shall be exercisable during
the lifetime of such optionee only by him. Any option granted under the 2000
Plan shall be null and void and without effect upon the bankruptcy of the
optionee to whom the option is granted, or upon any attempted assignment or
transfer, except as herein provided, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.

      12. Recapitalization, Reorganizations and the Like.

      In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options may be granted under the 2000 Plan and as to which outstanding
options or portions thereof then unexercised shall be exercisable, to the end
that the proportionate interest of the optionee shall be maintained as before
the occurrence of such event; such adjustment in outstanding options shall be
made without change in the total price applicable to the unexercised portion of
such options and with a corresponding adjustment in the exercise price per
share.


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      In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock may, in his, her or its discretion, deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale, conveyance or Change in Control, or the
Board may cancel all outstanding options in exchange for consideration in cash
or in kind which consideration in both cases shall be equal in value to the
value of those shares of stock or other securities the optionee would have
received had the option been exercised (to the extent then exercisable) and no
disposition of the shares acquired upon such exercise been made prior to such
sale, conveyance or Change in Control, less the exercise price therefor. Upon
receipt of such consideration, the options shall immediately terminate and be of
no further force and effect. The value of the stock or other securities the
optionee would have received if the option had been exercised shall be
determined in good faith by the Board of the Company, and in the case of shares
of the Common Stock of the Company, in accordance with the provisions of Section
7 hereof.

      The Board shall also have the power and right to accelerate the
exercisability of any options, notwithstanding any limitations in this 2000 Plan
or in the Agreement upon such a sale, conveyance or Change in Control.

      A "Change in Control" shall be deemed to have occurred if any person, or
any two or more persons acting as a group, and all affiliates of such person or
persons, who prior to such time owned less than fifty percent (50%) of the then
outstanding Common Stock of the Company, shall acquire such additional shares of
the Company's Common Stock in one or more transactions, or series of
transactions, such that following such transaction or transactions, such person
or group and affiliates beneficially own fifty percent (50%) or more of the
Company's Common Stock outstanding.

      Upon dissolution or liquidation of the Company, all options granted under
this 2000 Plan shall terminate, but each optionee (if at such time in the employ
of or otherwise associated with the Company or any of its subsidiaries) shall
have the right, immediately prior to such dissolution or liquidation, to
exercise his or her option to the extent then exercisable.

      If by reason of a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization, or liquidation, the Board shall authorize
the issuance or assumption of a stock option or stock options in a transaction
to which Section 424(a) of the Code applies, then, notwithstanding any other
provision of the 2000 Plan, the Board may grant an option or options upon such
terms and conditions as it may deem appropriate for the purpose of assumption of
the old option, or substitution of a new option for the old option, in
conformity with the provisions of such Section 424(a) of the Code and the
Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the 2000 Plan.

      No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event of any adjustment hereunder in the
number of shares covered by the


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option shall cause such number to include a fraction of a share, such fraction
shall be adjusted to the nearest smaller whole number of shares.

      13. No Special Employment Rights.

      Nothing contained in the 2000 Plan or in any option granted under the 2000
Plan shall confer upon any optionee any right with respect to the continuation
of his or her employment by the Company (or any subsidiary) or interfere in any
way with the right of the Company (or any subsidiary), subject to the terms of
any separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the optionee from the
rate in existence at the time of the grant of an option. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Board at the time.

      14. Withholding.

      The Company's obligation to deliver shares upon the exercise of any
non-qualified option granted under the 2000 Plan shall be subject to the option
holder's satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements. The Company and optionee may agree to
withhold shares of Common Stock purchased upon exercise of an option to satisfy
the above-mentioned withholding requirements; provided, however, no such
agreement may be made by a optionee who is an "officer" or "director" within the
meaning of Section 16 of the Exchange Act, except pursuant to a standing
election to so withhold shares of Common Stock purchased upon exercise of an
option, such election to be made not less than six months prior to such exercise
and which election may be revoked only upon six months prior written notice.

      17. Restrictions on Issuance of Shares.

            a. Notwithstanding the provisions of Section 8, the Company may
delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

                  i. The shares with respect to which such option has been
            exercised are at the time of the issue of such shares effectively
            registered or qualified under applicable Federal and state
            securities acts now in force or as hereafter amended; or

                  ii. Counsel for the Company shall have given an opinion, which
            opinion shall not be unreasonably conditioned or withheld, that such
            shares are exempt from registration and qualification under
            applicable Federal and state securities acts now in force or as
            hereafter amended.

            b. It is intended that all exercises of options shall be effective,
and the Company shall use its best efforts to bring about compliance with the
above conditions within a


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reasonable time, except that the Company shall be under no obligation to qualify
shares or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purpose of covering the issue of
shares in respect of which any option may be exercised, except as otherwise
agreed to by the Company in writing.

            16. Purchase for Investment, Rights of Holder on Subsequent
                Registration.

            Unless the shares to be issued upon exercise of an option granted
under the 2000 Plan have been effectively registered under the 1933 Act, as now
in force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to the
Company which is satisfactory in form and scope to counsel for the Company and
upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued pursuant to such exercise of the
option for his or her own account as an investment and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the 1933 Act, or any
other applicable law, and that if shares are issued without such registration, a
legend to this effect may be endorsed upon the securities so issued.

      In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each optionee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

      17. Loans.

      At the discretion of the Board, the Company may loan to the optionee some
or all of the purchase price of the shares acquired upon exercise of an option
granted under the 2000 Plan.

      18. Modification of Outstanding Options.

      Subject to limitations contained herein, the Board may authorize the
amendment of any outstanding option with the consent of the optionee when and
subject to such conditions as are


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deemed to be in the best interests of the Company and in accordance with the
purposes of the 2000 Plan.

      19. Termination and Amendment of 2000 Plan.

      Unless sooner terminated as herein provided, the 2000 Plan shall terminate
ten (10) years from the effective date of the 2000 Plan, which shall be the date
the 2000 Plan is duly adopted by the Board of the Company. The Board may at any
time terminate the 2000 Plan or make such modification or amendment thereof as
it deems advisable. Termination or any modification or amendment of the 2000
Plan shall not, without the consent of an optionee, affect his or her rights
under an option theretofore granted to him or her.

      20. Limitation of Rights in the Underlying Shares.

      A holder of an option shall not be deemed for any purpose to be a
stockholder of the Company with respect to such option except to the extent that
such option shall have been exercised with respect thereto and, in addition, a
stock certificate shall have been issued theretofore and delivered to the
holder.

      21. Notices.

      Any communication or notice required or permitted to be given under the
2000 Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
Attention: President, and, if to the holder of an option, to the address as
appearing on the records of the Company.


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