CONSULTING AGREEMENT

      This Consulting  Agreement (the "Agreement") made as of April 1, 2001 (the
"Agreement  Date"),  by and between  Life  Medical  Sciences,  Inc.,  a Delaware
Corporation (the "Company") and Richard L. Franklin, M.D. (the "Consultant"), an
individual whose address is La Dogana, Localita Dogona, Farnese 01010 Italy.

      WHEREAS,  the  Company  desires  to utilize  the  skills,  experience  and
knowledge of the Consultant on a consulting  basis, and Consultant is willing to
make his  services  available  for the period and upon and  subject to the terms
herein provided; and

      WHEREAS,  the Consultant has previously  assisted the Company in financing
and business activities and is currently serving as a Series A designated member
of the Company's Board of Directors;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
hereinafter  set forth and other good and valuable  consideration,  the receipt,
adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereto
covenant and agree as follows:

      1.  Retention  of   Consultant.   Subject  to  the  terms  and  conditions
hereinafter  set forth,  the  Company  hereby  retains the  Consultant,  and the
Consultant  hereby  accepts  such  retention,  to serve as a  consultant  to the
Company. The Consultant agrees to render advisory and consulting services to the
Company in the areas of strategic planning,  business management,  fund raising,
investor  relations and other areas consistent with the Consultant's  experience
and  expertise.  Specifically,  at the  designation  of the  Company's  Board of
Directors and the election of the Company's shareholders, the Consultant agrees,
with no additional  compensation  beyond that stipulated in Section 4 herein, to
serve as a member of the Company's Board of Directors including participation on
such  committees of the Board as may be  mutually-agreed  upon by the Consultant
and the majority of the members of the Company's Board of Directors.

      2. Time Commitment:  No Conflict.  The Consultant will devote such time to
his services  under this Agreement as may reasonably be required by the Company.
The Consultant agrees to meet and advise at reasonable times and upon reasonable
prior notice, with the Company's management, agents, employees and other Company
members.  The  Consultant  will  arrange  to  perform  the  services  under this
Agreement in such a manner and at such times that the services will not conflict
with  any   other   agreement,   arrangement,   understanding,   obligation   of
confidentiality or employment  relationship.  The Consultant represents that the
execution of this Agreement and performance of the services hereunder do not and
will  not  breach  any  agreement,  arrangement,  understanding,  obligation  of
confidentiality or employment relationship to which the Consultant is a party or
by which the Consultant is bound, and during this Agreement, the Consultant will
not enter into any agreement, either written or oral, in conflict herewith.


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<PAGE>

      3. Term. The  Consultant's  retention shall commence on April 1, 2001 (the
"Retention  Date") and the initial term shall be for one year from the Retention
Date (as  extended  from time to time in  accordance  with this  Section  3, the
"Retention  Term").  However,  it is understood and agreed by the parties hereto
that (i) absent prior written notice to the  Consultant of the Company's  intent
to terminate  this  Agreement,  such notice being  received by the Consultant at
least three months prior to the intended date of termination or (ii) unless this
Agreement  has been  earlier  terminated  in  accordance  with  Section  11, the
Retention Term shall  automatically  be extended in annual  increments as of the
anniversary of the Retention Date.

      4. Compensation. In full consideration for the services rendered hereunder
to the Company by the Consultant:

            (a) Consulting Fee. The Company shall pay to the Consultant,  during
the term of this Agreement,  a fee of Ten Thousand  Dollars  ($10,000) per month
payable monthly in arrears.  In the event of the  Consultant's  death during the
term of this Agreement, any monthly installments owing but unpaid as of the date
of death shall be paid by the Company to the Consultant's  estate and no further
monthly installments shall be payable.

            (b) Stock  Options.  The Company  hereby  agrees that it will grant,
dated as the closing of the Second Financing herein defined,  to the Consultant,
pursuant to the Company's 2001 Non-Qualified  Stock Option Plan, (the "Plan"), a
non-qualified option (the "Option") to purchase Three Million (3,000,000) shares
of the Company's Common Stock (the "Option Shares"). The exercise price for each
Option Share shall be equivalent to the  transaction  price of the Common Shares
in the  Second  Financing  defined  in the  Series A  Preferred  Stock  Purchase
Agreement dated December 15, 2000 (the "Second Financing"). The Option will vest
and become  exercisable  over a two-year  period  commencing  on the date of the
grant, with one-third vesting and becoming  exercisable on the date of grant and
on each of the first and second  anniversaries of the date of grant,  subject to
termination as provided for in the Plan,  and further  subject to termination in
the event that the Consultant  breaches any term hereof. The Option will contain
a net exercise  provision.  The Option will expire as to each installment  seven
years from the date of vesting.  . The terms (including  exercisability)  of the
Option shall otherwise be governed by the Plan, as well as the applicable option
agreement to be entered into pursuant to the terms of the Plan.  Notwithstanding
the  foregoing,  if,  subsequent to the Agreement  Date, a Change of Control (as
hereinafter  defined) of the Company  occurs,  then, upon such  occurrence,  the
vesting  schedule of the Option shall accelerate so that 100% of the Option will
have vested on the Agreement  Date. For purposes of this  Agreement,  "Change of
Control"  carries the  definition  referenced  in the 2001  Non-Qualified  Stock
Option Plan. For purposes of this  Agreement,  a Change of Control  specifically
excludes the proposed issuance of the Company's common stock and preferred stock
associated  with either the Company's  purchase of certain  biomaterials  assets
from Phairson,  Ltd. or the Second  Financing  (either of such  transactions,  a
"Specified Transaction").


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<PAGE>


      The Consultant agrees that he will acquire the option and will acquire the
shares of  Common  Stock  issuable  upon  exercise  of the  option,  for his own
account, for investment purposes only, and not for public resale or distribution
of the same. The Consultant  will not sell or otherwise  dispose of, directly or
indirectly,  the option, or any shares of Common Stock issuable upon exercise of
the option,  except in compliance  with the applicable  provisions of the option
agreement,  the Securities Act of 1933, as amended (the  "Securities  Act"), and
the Rules and Regulations of the Securities and Exchange Commission  promulgated
thereunder and the securities laws of any state. The Consultant  understands and
acknowledges  that  neither the option nor the shares of Common  Stock  issuable
upon exercise of the option have been  registered  under the Securities  Act, or
the securities laws of any state,  and that they re being granted and/or sold in
reliance upon an exemption  from  registration  thereunder and that his right to
sell,  transfer,  pledge or  otherwise  dispose  of the  option or the shares of
Common  Stock  issuable  upon  exercise  of the  option  will be  limited by the
Securities Act and state securities laws.

            (c) Payment of Expenses.  The Company shall reimburse the Consultant
for all  reasonable  travel and other  expenses  incurred on its behalf and when
authorized  in advance by the  Company.  Such  expenses  shall be  confirmed  by
appropriate  receipts and shall be submitted in accordance with Company standard
expense account procedure.

      5.  Confidentiality.  The Consultant  recognizes and acknowledges that the
Company's trade secrets,  proprietary information and processes,  including, but
not limited to  research  and  development  activities,  manufacturing,  product
and/or marketing  information,  business strategies,  financial  information and
customer and customer prospect information,  as they may exist from time to time
and whether or not marked  "Confidential" or similarly  legended  ("Confidential
Information"),  are  valuable,  special  and  unique  assets  of  the  Company's
business,  access to and knowledge of which are essential to the  performance of
the Consultant's duties hereunder.  The Consultant will not, during and for five
(5)  years  after  the term of this  Agreement,  in  whole or in part,  disclose
Confidential Information to any person, firm, corporation,  association or other
entity for any reason or purpose  whatsoever,  nor shall the Consultant make use
of  Confidential  Information  for his own  purposes  or for the  benefit of any
person,  firm,  corporation,  or other  entity  (except the  Company)  under any
circumstances  during or after the term of this  Agreement.  These  restrictions
shall not apply to such trade secrets,  information  and processes  which (i) at
the time of disclosure  are in the public domain  (provided  that the Consultant
was not responsible, directly or indirectly, for such trade secrets, information
or processes  entering the public domain  without the Company's  consent),  (ii)
were lawfully in the  Consultant's  possession  or known to Consultant  prior to
receipt from the Company (as evidenced by written record predating the Company's
disclosure  and  acknowledged  by the  parties  to the  Agreement)  or (iii) are
required to be disclosed by the Consultant as a matter of law, by court order or
by any  regulatory  body  having  jurisdiction  over  the  subject  matter.  The
Consultant  agrees to hold as the  Company's  sole and exclusive  property,  all
memoranda,  books, papers, letters,  formulae and other data, and all copies and
other tangible evidence thereof,  in any way relating to the Company's  business
and  affairs,  whether  made by the  Consultant  or  otherwise  coming  into the
Consultant's  possession,  and on termination of this Agreement, or on demand of
the Company at any time,  to deliver  the same to the  Company.  The  Consultant
agrees to maintain the Confidential  Information in the strictest confidence and
to  apply  at  all  times  the  strictest   security  measures  to  prevent  its
unauthorized dissemination.


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<PAGE>

      6. Developments.

      (a)  Disclosure.  The  Consultant  shall  promptly  and fully  disclose in
writing  and assign to the  Company  all of the  Consultant's  right,  title and
interest in any patentable, copyrightable or otherwise legally protectable idea,
invention, discovery, process, formula, improvement, design of a useful article,
trade secret, database, documentation, proprietary information and material, and
other  material work of authorship,  made or conceived  solely or jointly by the
Consultant during the term of this Agreement,  which (i) arise, result or derive
from any task assigned to the Consultant or work performed by the Consultant for
or on behalf of the Company or from the Company's Confidential  Information,  or
(ii)  relate at the time of  conception  or  reduction  to practice to actual or
demonstrable anticipated research or development of the Company and are known or
become known to the Consultant as a consequence of the Consultant's  consultancy
(collectively "Developments").

      (b) Protection.  At any time,  during or after the term of this Agreement,
at the Company's  request,  the Consultant  shall promptly execute any documents
that the Company may reasonably request,  including  assignments of title to the
Company,  and do anything  else  reasonably  necessary  to enable the Company to
obtain and enforce, in the United States and in any other countries, any patent,
copyright  or other form of legal  protection  for any of the  Developments  the
Consultant is to assign to the Company by reason of Section 6(a).

      7. Reasonableness of Restrictions. If any restriction contained in Section
5 shall be deemed  to be  invalid,  illegal  or  unenforceable  by reason of the
extent,  duration or  geographical  scope thereof or  otherwise,  then the court
making such determination shall have the right to reduce such extent,  duration,
geographical  scope or other  provisions  thereof,  and in its reduced form such
restriction shall then be enforceable in the manner  contemplated  thereby.  The
invalidity or unenforceability of any provision of the Agreement shall in no way
affect the validity or enforceability of any other provision, which shall remain
in full force and effect.

      8. Injunction.  The Consultant acknowledges and agrees that in view of the
unique quality of the services provided to the Company by the Consultant and the
fact  that  the  Company's   business   heavily  depends  upon  its  proprietary
information and Confidential Information, the remedies of the Company at law for
breach by the Consultant of any of the restrictions  contained in Section 5 or 6
will be inadequate and that the Company,  without in any way limiting any of its
other rights at law or in equity, shall be entitled to enforce such restrictions
by temporary or permanent  injunctive or mandatory  relief obtained in an action
or  proceeding  instituted  in any court of competent  jurisdiction  without the
necessity of proving irreparable damages.


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<PAGE>

      9. Independent  Contractor Status. The Consultant will furnish services as
an  independent  contractor  and not as an  employee  of the  Company  or of any
company affiliated with the Company. Consultant has no power or authority to act
for,  represent,  or bind the Company or any company affiliated with the Company
in any manner.  The  Consultant  is not entitled to any medical  coverage,  life
insurance,  or other benefits  afforded to the Company's regular  employees,  or
those of affiliated companies. If the Company or any of the Company's affiliated
companies  is required to pay or  withhold  any taxes or make any other  payment
with respect to fees payable to the  Consultant,  the Consultant  will reimburse
the Company or the  affiliated  company in full for taxes  paid,  and permit the
Company to make  deductions  for taxes  required to be withheld from any sum due
Consultant.

      10.  Non-Assignability.  This Agreement shall be binding upon and inure to
the  benefit of the parties  hereto and any  successors  to the  business of the
Company,  but neither this  Agreement nor any rights  hereunder may be assigned,
pledged or disposed of, and no duties may be delegated,  by the Consultant,  and
any such attempted act shall relieve the Company of its obligations hereunder.

      11. Early  Termination.  In addition to the provisions for  termination of
this Agreement  referenced in Section 3, this Agreement may be terminated  under
the following circumstances:

      (a) This  Agreement  may be  terminated  by either party in the event of a
material  breach of any provision of this  Agreement by the other,  which breach
continues for fourteen (14) days after written  notice  thereof is given to such
party by the  non-breaching  party.  Any  termination  of this  Agreement by the
Company  pursuant  to  this  sub-paragraph  shall  relieve  the  Company  of its
obligations  to the  Consultant  under  Section 4 hereof,  and cause the  option
referred  to in  Section  4, to the  extent  not  vested  at the time  notice of
termination is given, to terminate  automatically and become of no further force
and effect.

      (b) This  Agreement  may be  terminated  by either  party in the event the
Company should sell all or substantially all of the Company's business assets to
a third party whether through a purchase transaction,  merger,  consolidation or
otherwise.

      (c) This  Agreement  may be  terminated  by  either  party in the even the
Company  should file for  protection  under the federal or any state  bankruptcy
laws, be declared insolvent, should have liens placed on all or substantially of
its assets or other similar proceeding.

      (d) Early termination of this Agreement shall be accomplished by notice to
the  other  party  setting  forth  in  reasonable  detail  the  reason  for  the
termination,  and shall be  effective  on the date set forth in the notice.  The
provisions of Sections 5 and 6 hereof shall survive  early  termination  of this
Agreement pursuant to this Section.


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<PAGE>


      12. Notices.  Any notices required or permitted by this Agreement shall be
in writing and  personally  delivered or mailed first  class,  postage  prepaid,
addressed  to the Company at P.O.  Box 219,  Little  Silver,  NJ 07739 or to the
Consultant at the address indicated herein.

      13. Entire Agreement.  This Agreement contains the entire agreement of the
parties with respect to the subject  matter  hereof,  and may be amended only by
written instrument signed by the parties.

      14.  Governing Law;  Arbitration.  This Agreement shall be governed by and
construed in accordance  with the laws of New Jersey  (without  reference to its
rules  as to  conflicts  of  law).  Any  dispute  between  the  Company  and the
Consultant  which may arise  hereunder  and which  cannot be  settled  by mutual
agreement  shall be referred to arbitration.  The board of arbitration  shall be
composed of three arbitrators, one of who shall be chosen by the Company, one by
the  Consultant  and the third by the two  chosen.  Unless  the  parties  to the
arbitration  shall  otherwise  agree to a place  of  arbitration,  the  place of
arbitration  shall be the State of New Jersey,  under the Rules of the  American
Arbitration  Association.  The arbitration award shall be final and binding upon
the  parties  to  such  arbitration  and  may be  entered  in any  court  having
jurisdiction.

      15.  Headings.  The  headings  of the  Sections  hereof are  inserted  for
convenience of reference only and do not constitute a part of this Agreement for
any other purpose.

      16.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one and the same Agreement.

      IN WITNESS WHEROF, the parties have executed or caused to be executed this
Agreement as of the date first above written.


                                    Life Medical Sciences, Inc.

                                    By: /s/ Robert Hickey
                                       ------------------------------
                                       Name:
                                       Title: CEO


                                    /s/ Richard L. Franklin
                                    ---------------------------------
                                    Richard L. Franklin, M.D.



                                       6
<PAGE>



                                 AMENDMENT No. 1

AMENDMENT  No. 1 dated as of this  20th day of May,  2003  ("Amendment  No.  1")
between Life Medical Sciences,  Inc. (the "Company") and Richard L. Franklin, MD
(the "Consultant").

                              W I T N E S S E T H:

      WHEREAS,  the parties have  entered into an agreement  dated April 1, 2001
(the "2001 Agreement"), and

      WHEREAS, the parties wish to modify and amend the 2001 Agreement, upon the
terms, provisions and conditions set forth below (the "Amendment No. 1").

      NOW THEREFORE, in consideration of the mutual agreements set forth herein,
the parties hereto agree as follows:

      1. The following language set forth as Section 3. Term.:

      "The  Consultant's   retention  shall  commence  on  April  1,  2001  (the
      "Retention  Date")  and the  initial  term  shall be for one year from the
      Retention  Date (as  extended  from time to time in  accordance  with this
      Section 3, the "Retention Term").  However, it is understood and agreed by
      the parties  hereto that (i) absent prior written notice to the Consultant
      of the Company's  intent to terminate  this  Agreement,  such notice being
      received by the  Consultant  at least three  months  prior to the intended
      date of  termination  or (ii)  unless  this  Agreement  has  been  earlier
      terminated  in  accordance  with  Section  11,  the  Retention  Term shall
      automatically  be extended in annual  increments as of the  anniversary of
      the Retention Date."

      are hereby deleted and are hereby replaced with the following:

      "The  Consultant's   retention  shall  commence  on  April  1,  2001  (the
      "Retention  Date")  and  shall  terminate  as of  December  31,  2004 (the
      "Retention Period"),  unless this Agreement has been earlier terminated in
      accordance with Section 11."

      2. The following language set forth as Section 4. (a) Consulting Fee.:

      "The Company shall pay to the  Consultant,  during the term of the term of
      this Agreement,  a fee of Ten Thousand Dollars ($10,000) per month payable
      monthly in arrears. In the event of the Consultant's death during the term
      of this  Agreement,  any monthly  installments  owing but unpaid as of the
      date of death shall be paid by the Company to the Consultant's  estate and
      no further monthly installments shall be payable."

      are hereby deleted and are hereby replaced with the following:


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<PAGE>

      "The Company shall pay to the  Consultant,  during the period  through the
      later of December 31, 2003 or the closing of the  Company's  next round of
      financing  (nominally  referred  to as the  "Series D Round",  for example
      sake), a fee of Ten Thousand Dollars ($10,000) per month and subsequently,
      through the  expiration  of the Retention  Period,  a fee of Five Thousand
      Dollars ($5,000) per month, fees payable on a monthly basis in arrears. In
      the event that the Series D Round has not  closed by March 31,  2004,  the
      monthly fee shall immediately be reduced to Five Thousand Dollars ($5,000)
      per month for the remainder of the Retention Period."

3.    The  following  language  set  forth as the  first  portion  of the  first
      sentence in Section 4. (b) Stock Options.:

      "The  Company  hereby  agrees that it will grant,  dated as the  Retention
      Date,"

      are hereby deleted and are hereby replaced with the following:

      "The  Company  hereby  agrees that it will grant,  dated as of the closing
      date of the Second Financing,"

4.    All terms used herein but not otherwise defined herein shall have the same
      meaning ascribed to such term in the 2001 Agreement.

5.    Amendment  No. 1 may be  executed in  counterparts  each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same  instrument.  From and after the  execution and delivery of Amendment
      No. 1, the term "2001  Agreement" shall be deemed to include the terms and
      provisions of Amendment No. 1.

6.    By  executing  Amendment  No. 1, the  Consultant  and the  Company  hereby
      certify  that  any  and  all  necessary  approvals  and  consents  for the
      effectiveness of Amendment No. 1 have been obtained.

      IN WITNESS WHEREOF,  the parties have duly executed  Amendment No. 1 as of
the day and year first above written.



CONSULTANT:                                 LIFE MEDICAL SCIENCES, INC.:



/s/ Richard L. Franklin                     /s/ Robert P. Hickey
------------------------------              ----------------------------------
Richard L. Franklin, M.D.                   Name:  Robert P. Hickey
                                            Title:  Chairman, President & CEO



                                       2