AMENDMENT No. 1

AMENDMENT  No. 1 dated as of this  14th day of May,  2003  ("Amendment  No.  1")
between Life Medical  Sciences,  Inc. (the  "Company") and Robert P. Hickey (the
"Employee").

                              W I T N E S S E T H:

      WHEREAS,  the parties have entered into an employment  agreement dated May
29, 1996 (the "1996 Agreement") and

      WHEREAS,  the 1996 Agreement was replaced by an employment agreement dated
May 21, 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 1. Employment Term:

      "The  initial  term  of  this  Agreement  shall  be  the  one-year  period
      commencing on May 29, 2001 (the "Employment Date") and ending on the first
      anniversary  of the  Employment  Date (as  extended  from  time to time in
      accordance with this Section 1, the  "Employment  Term").  However,  it is
      understood  and agreed by the parties hereto that (i) absent prior written
      notice  to the  Executive  of  the  Company's  intent  to  terminate  this
      Agreement, such notice being received by the Executive at least six months
      prior to the end of the Employment  Term or (ii) unless this Agreement has
      been earlier  terminated in accordance with Section 5, the Employment Term
      shall automatically be extended in annual increments as of the anniversary
      of the Employment Date."

      are hereby deleted and are hereby replaced with the following:

      "The term of this Agreement shall be the three-year  period  commencing on
      May 29, 2003 (the "Employment  Date") and ending on the third  anniversary
      of the Employment Date (the "Agreement Term"). It is understood and agreed
      by the parties hereto that absent prior written notice to the Executive of
      the  Company's  intent to  terminate  this  Agreement,  such notice  being
      received  by the  Executive  at least six  months  prior to the end of the
      Agreement  Term or unless the Company has exercised its right to terminate
      this Agreement  under  Sections  5.(b) or 5.(c),  the Agreement Term shall
      automatically  be extended in annual  increments as of the  anniversary of
      the Employment Date."


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2.    The  following  language  set  forth as the  first  portion  of the  first
      sentence in Section 5. (d)  Termination  by Company for any other  Reason;
      Termination for Good Reason.:

      "In the event that Executive's  employment  hereunder is terminated by the
      Company during the  Employment  Term for any reason other than as provided
      in  Sections  5(b) or 5(c)  hereof,  or if the  Executive  terminates  his
      employment  for Good  Reason,  then the  Company  shall pay to  Executive,
      within thirty (30) days of the date of such  termination,  the Base Salary
      through such date of  termination  and severance pay in an amount equal to
      six months of Base Salary,"

      are hereby deleted and are hereby replaced with the following:

      "In the event that Executive's  employment  hereunder is terminated by the
      Company during the  Employment  Term for any reason other than as provided
      in  Sections  5(b) or 5(c)  hereof,  or if the  Executive  terminates  his
      employment  for Good  Reason,  then the  Company  shall pay to  Executive,
      within thirty (30) days of the date of such  termination,  the Base Salary
      through such date of  termination  and severance pay in an amount equal to
      twelve months of Base Salary,"

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

4.    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.

5.    By executing  Amendment No. 1, the Employee 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.



EMPLOYEE:                               LIFE MEDICAL SCIENCES, INC.:


/s/ Robert P. Hickey                    /s/ Irwin M. Rosenthal
------------------------------          ---------------------------------
Robert P. Hickey                        Name:  Irwin M. Rosenthal
                                        Title: Secretary


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