Certain Information Regarding Equity Compensation Arrangements
                          Not Approved by Stockholders
              (Pursuant to Regulation S-B, Item 601(b)(10)(iii)(B))

                            (As of December 31, 2003)

A total of 1,066,612 shares of Common Stock of the registrant are subject to
issuance pursuant to options granted to a total of eight recipients outside of a
plan or agreement approved by stockholders of the registrant (other than grants
to directors and officers (as defined in Securities Exchange Act Rule 16a-1(f)).

The option agreements used for these grants are materially similar (other than
with respect to exercise price, number of underlying shares and vesting), and
the forms of option agreements used for these grants have been filed as exhibits
to the registrant's filings with the SEC as follows:

      1.    Form of Non-Qualified  Option Agreement granted under the 2000 Stock
            Option  Plan,  filed as  exhibit  4.3 to  Registrant's  registration
            statement on Form S-8 filed in January 2000.

      2.    Form of Non-Qualified  Option  Agreement  granted outside of a Plan,
            filed as exhibit 4.4 to Registrant's  registration statement on Form
            S-8 filed in January 2000.

      3.    Form of Stock Option Agreement pursuant to 2001 Non-Qualified  Stock
            Option Plan, filed as an exhibit to Registrant's report on Form 10-K
            for the year ended December 31, 2001.

Set forth below is a schedule of number of underlying shares, vesting provisions
and exercise price of these options. The options expire seven years from
vesting, except as indicated on the schedule.

<TABLE>
<CAPTION>
                                                            Vesting Provisions
                                           -------------------------------------------------
# of underlying
shares                  Grant Date         # of Shares                         Vesting Date       Exercise Price
----------------------------------------------------------------------------------------------------------------
<S>                    <C>                 <C>                                  <C>               <C>
         300,000            1/16/2002        100,000                            1/16/2002               0.2600
                                              50,000                            10/1/2003               0.2600
                                              50,000CV PMA approval
                                              50,000Drug del. Pre-clin. Start
                                              50,000Drug del. IND approval
---------------------------------------------------------------------------------------
         120,000           12/17/1999        120,000                            12/27/1999              0.2500
          85,714            4/10/2000         85,714                            4/10/2000               0.3500
----------------------------------------------------------------------------------------------------------------
         100,000 *          5/28/1998         20,000                            12/1/1995               2.0000
                                              40,000                            10/3/2003               2.0000
                                              40,000                               PMA                  2.0000
           17,336          12/31/1998         17,336                            3/31/1999               0.0700
           22,295           1/15/1999         22,295                            3/31/1999               0.0500
            6,500           3/31/1999          6,500                            3/31/1999               0.1900
            8,210           3/15/1999          8,210                            3/31/1999               0.1500
            6,782           4/15/1999          6,782                            4/30/1999               0.1800
            8,625           5/15/1999          8,625                            5/31/1999               0.1400
           50,000            6/6/2001         50,000                             6/6/2001               0.2700
           25,000           8/23/2001         25,000                            8/23/2001               0.2000
           39,000          12/31/2001         39,000                           12/31/2001               0.1600
          100,000           3/18/2003        100,000                            3/18/2003               0.0900
----------------------------------------------------------------------------------------------------------------
            8,001          12/31/1998          8,001                            3/31/1999               0.0700
----------------------------------------------------------------------------------------------------------------
            9,389            1/1/1999          9,389                            3/31/1999               0.0700
           12,614           1/15/1999         12,614                            3/31/1999               0.0500
            1,531            2/4/1999          1,531                            3/31/1999               0.2025
            1,768           3/15/1999          1,768                            3/31/1999               0.1500
            3,846           4/27/1999          3,846                            4/30/1999               0.1950
----------------------------------------------------------------------------------------------------------------
           35,000**         5/28/1998         17,500REPEL-CV PMA Approval
                                              17,5001st Anniversary of
                                                    PMA Approval
           34,000           1/15/2002         34,000                            1/15/2002               0.2600
----------------------------------------------------------------------------------------------------------------
           35,000 **        5/28/1998         17,500REPEL-CV PMA Approval
                                              17,5001st Anniversary of
                                                    PMA Approval
           34,000           1/15/2002         34,000                            1/15/2002               0.2600
            2,000             2/15/99          2,000                              3/31/99               0.1875
----------------------------------------------------------------------------------------------------------------
</TABLE>

1*        Expires 10 years from vesting.
**        Expires 5 years from vesting.


In addition, a total of 5,257,153 shares of Common Stock of the registrant are
subject to issuance pursuant to options granted to directors and officers of the
registrant outside of a plan or agreement approved by stockholders. Of these, a
portion was granted to persons who were serving as consultants and not directors
or officers at the time, but either later became or previously were directors or
officers.

The option  agreements used for these grants are materially  similar (other than
with respect to exercise price,  number of underlying  shares and vesting).  The
forms of option  agreements used for these grants is attached  hereto,  together
with signature  pages,  containing  information as to exercise price,  number of
underlying  shares  and  vesting  terms,  for each  separate  grant  to  current
directors  and  officers.  In lieu  of  including  signature  pages  for  former
directors  and  officers,   a  schedule  of  the  material  terms  of  currently
outstanding grants to former directors and officers is set forth below.

<TABLE>
<CAPTION>
         FORMER
     DIRECTORS AND
        OFFICERS
          Name              Grant Date           # of Shares           Vesting Date         Exercise Price
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                   <C>                  <C>
             Karazin        12/31/1998               20,000            3/31/1999                0.0900
             Karazin        5/31/1999                16,125            5/31/1999                0.1400
----------------------------------------------------------------------------------------------------------------
            Moskowitz       5/27/1999               252,322            5/27/1999                0.1480
            Moskowitz       5/28/1998               100,000            5/28/1998                2.0000
            Moskowitz       5/27/1999                47,864            5/27/1999                2.0000
            Moskowitz       5/27/1999               141,160            5/27/1999                1.0000
            Moskowitz       5/27/1999                 8,840            5/27/1999                2.0000
            Moskowitz       5/27/1999                 2,136            5/27/1999                4.7500
            Moskowitz       5/5/1999                100,000            5/5/1999                 1.0000
            Moskowitz       6/15/1999                 5,940            6/15/1999                0.2500
            Moskowitz       10/12/2000               50,000            10/12/2000               0.0900
----------------------------------------------------------------------------------------------------------------
               Gold         6/15/1999                 4,455            6/15/1999                0.2500
               Gold         3/9/2000                  1,000            9/9/1999                 0.1875
----------------------------------------------------------------------------------------------------------------
              Eklund        5/28/1998                50,000            5/28/1998                2.0000
              Eklund        5/28/1998                47,500            6/18/1997                2.0000
              Eklund        5/28/1998                 2,500            6/18/1997                4.7500
              Eklund        5/5/1999                 50,000            5/5/1999                 1.0000
              Eklund        3/9/2000                  1,000            9/9/1999                 0.1875
              Eklund        3/9/2000                    522            3/9/2000                 0.3600
              Eklund        4/11/2000                 1,200            4/11/2000                0.1600
              Eklund        10/11/2000                8,333            10/11/2000               0.0230
              Eklund        8/23/2001                10,000            8/23/2001                0.2000
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                           LIFE MEDICAL SCIENCES, INC.
                             STOCK OPTION AGREEMENT

                          (NON-QUALIFIED STOCK OPTION)

      AGREEMENT  entered  into as of the date set  forth on the  signature  page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation,  with
a principal place of business at 379 Thornall St., Edison,  New Jersey (together
with  its  subsidiaries,  if  any,  the  "Company"),  and the  undersigned  (the
"Optionee").

      WHEREAS,  the  Company  desires to grant to the  Optionee a  non-qualified
stock option to acquire  shares of the Company's  Common Stock,  $.001 par value
(the "Shares"); and

      NOW  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  contained herein,  the Company and the Optionee hereby
agree as follows:

      1. Grant of Option.

      The Company  hereby  grants to the Optionee a  non-qualified  stock option
(the  "Option")  to purchase  all or any part of an  aggregate  of the number of
Shares  set  forth on the  signature  page to this  Agreement  on the  terms and
conditions  hereinafter  set  forth.  The  Option  shall  NOT be  treated  as an
incentive  stock option under Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

      2. Purchase Price.

      The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the  dollar  amount per share set forth on the  signature  page to this
Agreement.

      3. Time of Vesting and Exercise of Option.

      Subject to Section 4 hereof,  the Option shall vest and become exercisable
on the dates and as to the  installment  amounts set forth on the signature page
to this  Agreement.  To the extent the Option (or any  portion  thereof)  is not
exercised by the Optionee when it becomes exercisable,  it shall not expire, but
shall be carried forward and shall be exercisable,  on a cumulative basis, until
the Expiration  Date (as  hereinafter  defined) or until earlier  termination as
hereinafter provided.

<PAGE>


      4. Term; Extent of Exercisability.

      (a)   Term.

            (i) The Option  shall  expire as to each  installment  amount on the
            date set forth  next to each such  amount on the  signature  page to
            this  Agreement  (the   "Expiration   Date"),   subject  to  earlier
            termination as herein provided.

            (ii) Except as otherwise provided in this Section 4, if the Optionee
            ceases  to  perform  services  for the  Company,  the  Option  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 on the date on which the Option  expires by its
            terms, whichever occurs first.

            (iii)  If  such  termination  to  perform  services  is  because  of
            dismissal  for cause or  because  the  Optionee  is in breach of any
            employment  agreement,  such Option will  terminate  on the date the
            Optionee ceases to perform services for the Company.

            (iv) If such termination to perform services is 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 the Optionee, the 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)   Extent of Exercisability.

            (i) Except as  provided  below,  if the  Optionee  ceases to perform
            services for the Company,  the Option shall be  exercisable  only to
            the extent that the right to purchase  Shares  under such Option has
            accrued and is in effect on the date such Optionee ceases to perform
            services for the Company.

            (ii) If the  Optionee  ceases to perform  services  for the  Company
            because  he or she  has  become  permanently  disabled  (within  the
            meaning  of Section  22(e)(3)  of the  Code),  the  Option  shall be
            exercisable to the full number of Shares covered by such Option.

<PAGE>

            (iii) In the event of the death of the  Optionee,  the Option may be
            exercised with respect to the full number of Shares covered  thereby
            whether or not under the provisions of Section 3 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.

5.    Manner of Exercise of Option.

      (a) To the extent that the right to exercise the Option has accrued and is
      in  effect,  the  Option  may be  exercised  in full or in part by  giving
      written notice to the Company stating the number of Shares as to which the
      Option is being  exercised  and  accompanied  by  payment in full for such
      Shares.  No partial  exercise may be made for less than one hundred  (100)
      full Shares of Common Stock.  Payment shall be made in accordance with the
      terms of the  Amended  and  Restated  1992 Stock  Option  Plan.  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
      exercising the Option,  not less than thirty (30) and not more than ninety
      (90) days from the date of receipt of the notice by the Company.

      (b) The Company  shall at all times during the term of the Option  reserve
      and keep  available  such number of Shares of its Common  Stock as will be
      sufficient to satisfy the requirements of the Option.

6.    Non-Transferability.

      The right of the Optionee to exercise  the Option shall not be  assignable
or  transferable  by the Optionee  otherwise than by will or the laws or 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 the Option may be exercised during the lifetime of the Optionee
only by him or her.  The Option  shall be null and void and without  effect upon
the  bankruptcy  of the Optionee 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  contrary to the  provisions  hereof,  or levy of  execution,
attachment, trustee process or similar process, whether legal or equitable, upon
the Option.

7.    Representation Letter and Investment Legend.

      In the event that for any reason the Shares to be issued upon  exercise of
the Option shall not be effectively  registered under the Securities Act of 1933
(" 1933  Act"),  upon any date on which the Option is  exercised  in whole or in
part, the person  exercising the Option shall give a written  representation  to
the Company in the form attached hereto as Exhibit 1 and the Company shall place
an  "investment  legend",  so-called,  as  described  in  Exhibit  1,  upon  any
certificate for the Shares issued by reason of such exercise.

<PAGE>

8.    Adjustments on Changes in Capitalization.

      Adjustments  on  changes in  capitalization  and the like shall be made in
accordance with the Amended and Restated 1992 Stock Option Plan, as in effect on
the date of this Option.

9.    No Special Employment Rights.

      The provisions of this Section 9 are applicable  only to Optionees who are
employees of the Company. Nothing contained or this Option shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment  of the  Optionee  for the period  within  which  this  Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render  diligently  and  faithfully the services which are assigned to the
Optionee  from  time to time  by the  Board  of  Directors  or by the  executive
officers of the Company and shall at no time take any action  which  directly or
indirectly would be inconsistent with the best interests of the Company.

10.   Rights as a Stockholder.

      The  Optionee  shall have no rights as a  stockholder  with respect to any
Shares  which may be  purchased  by exercise  of this Option  unless and until a
certificate  or  certificates  representing  such  Shares  are duly  issued  and
delivered to the Optionee.

11.   Withholding Taxes.

      Whenever Shares are to be issued upon exercise of this Option, the Company
shall have the right to require  the  Optionee to remit to the Company an amount
sufficient to satisfy all Federal,  state and local withholding tax requirements
prior to the delivery of any  certificate or  certificates  for the Shares.  The
Company may agree to permit the  Optionee to  authorize  the Company to withhold
Shares of Common  Stock  purchased  upon  exercise  of the Option to satisfy the
above-mentioned  withholding requirement;  provided,  however, no such agreement
may be made by an Optionee  who is an officer or director  within the meaning of
Section 16 of the Securities  Exchange Act of 1934, as amended,  except pursuant
to a standing  election to so withhold  Shares of Common  Stock  purchased  upon
exercise  of the  Option,  such  election  to be made in the form  set  forth in
Exhibit  2  hereto  and to be made not less  than six (6)  months  prior to such
exercise.  Such election may be revoked only upon providing six (6) months prior
written notice to the Company.



<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.


                                       LIFE MEDICAL SCIENCES, INC.


                                       By:
                                          --------------------------------------
                                       Title: President & Chief Executive
                                              Officer


                                       OPTIONEE:

                                       Print Name:      Eli Pines
                                       Sign Name:
                                          --------------------------------------

                                       Address:
                                          --------------------------------------

                                       Social Security Number:



                               OPTION INFORMATION

Total Number of Shares Underlying Option: 30,000

Purchase Price Per Share: $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE              NUMBER OF SHARES               EXPIRATION DATE
      June 17, 1997                  15,000                     June 17, 2004
      June 17, 1998                  15,000                     June 17, 2005



<PAGE>

                                    EXHIBIT 1

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      In connection with the exercise by me of an option to purchase shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:

      1. The shares of Common Stock of the Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held indefinitely unless the Shares are subsequently registered under the
Securities Act, or an exemption from such registration is available.

      2. Routine sales of securities made in reliance upon Rule 144 under the
Securities Act can be made only after the holding period provided by that Rule
has been satisfied, and, in any sale to which that Rule is not applicable,
registration or compliance with some other exemption under the Securities Act
will be required.

      3. The availability of Rule 144 is dependent upon adequate current public
information with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.

      In consideration of the issuance of certificates for the Shares to me, I
hereby represent and warrant that I am acquiring the Shares for my own account
for investment, and that I will not sell, pledge or transfer the Shares in the
absence of an effective registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree that there may be affixed to the certificates for the Shares to be
issued to me, and to all certificates issued hereafter representing the Shares
(until in the opinion of counsel, which opinion must be reasonably satisfactory
in form and substance to counsel for the Company, it is no longer necessary or
required) a legend as follows:

            "The  securities  represented  by this  certificate  have  not  been
            registered  under the Securities  Act of 1933, as amended,  and were
            acquired by the registered  holder pursuant to a representation  and
            warranty  that such  holder  was  acquiring  the  Shares for his own
            account  and  for  investment,  with no  intention  of  transfer  or
            disposition   of  the  same  in   violation   of  the   registration
            requirements of that Act. These securities may not be sold, pledged,
            or transferred in the absence of an effective registration statement
            under  such  Act,  or  an  opinion  of  counsel,  which  opinion  is
            reasonably  satisfactory  to counsel to the  Company,  to the effect
            that registration is not required under such Act."

      I further agree that the Company may place a stop transfer order with its
transfer agent, prohibiting the transfer of the Shares, so long as the legend
remains on the certificates representing the Shares.


                                          Very truly yours,


Dated: _____________


<PAGE>


                                    EXHIBIT 2

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      The undersigned Optionee hereby elects and agrees that, whenever the
undersigned exercises a stock option (including any options which now or may
hereafter be granted), Life Medical Sciences, Inc. (the "Company") shall
withhold from that exercise such number of Shares equal in value to the federal
and state withholding taxes due upon such exercise. The undersigned further
acknowledges and agrees that this election may not be revoked without six (6)
months' prior written notice to the Company.


                                          OPTIONEE:

                                          (Signature)


                                          (Print Name)


<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 5th DAY OF
May 1999.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $1.00


                          VESTING & EXPIRATION SCHEDULE

     VESTING DATE                   NUMBER OF SHARES           EXPIRATION DATE
     May 5, 1999                        50,000                   May 5, 2006



<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand,  all as of the 5th DAY OF May
1999.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name: Irwin M. Rosenthal
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:



                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $1.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      May 5, 1999                     50,000                       May 5, 2006



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand,  all as of the 5th DAY OF May
1999.


                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:  President & Chief Executive Officer


                                    OPTIONEE:

                                    Print Name:      Walter R. Maupay
                                    Sign Name:

                                    Address:
                                       _________________________________________

                                    Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $1.00


                         VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
       May 5, 1999                     50,000                     May 5, 2006



<PAGE>


<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the April 23, 2002.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name:       Irwin Rosenthal

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.19


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      April 23, 2002                   50,000                    April 23, 2009





<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the April 23, 2003.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:   Chairman, President and CEO


                                    GRANTEE

                                    Print Name:      Irwin Rosenthal

                                    Sign Name: _______________________________

                                    Address:__________________________________

                                      _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.30

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      April 23, 2003                  50,000                    April 23, 2010



<PAGE>




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

                          (NON-QUALIFIED STOCK OPTION)

      AGREEMENT  entered  into as of the date set  forth on the  signature  page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation,  with
a principal place of business at 379 Thornall St., Edison,  New Jersey (together
with  its  subsidiaries,  if  any,  the  "Company"),  and the  undersigned  (the
"Optionee").


      WHEREAS,  the  Company  desires to grant to the  Optionee a  non-qualified
stock option under the Company's 2000 Non-Qualified Stock Option Plan (the "2000
Plan") to acquire  shares of the Company's  Common  Stock,  $.001 par value (the
"Shares"); and

      WHEREAS,  the 2000 Plan provides that each option is to be evidenced by an
option agreement, setting forth the terms and conditions of the option.

      NOW  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  contained herein,  the Company and the Optionee hereby
agree as follows:


      1. Grant of Option.

      The Company  hereby  grants to the Optionee a  non-qualified  stock option
(the  "Option")  under the 2000 Plan to purchase all or any part of an aggregate
of the number of Shares set forth on the signature page to this Agreement on the
terms and conditions  hereinafter set forth.  The Option shall NOT be treated as
an  incentive  stock option  under  Section 422 of the Internal  Revenue Code of
1986, as amended (the "Code").

      2. Purchase Price.

      The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the  dollar  amount per share set forth on the  signature  page to this
Agreement.

      3. Time of Vesting and Exercise of Option.

      Subject to Section 4 hereof,  the Option shall vest and become exercisable
on the dates and as to the  installment  amounts set forth on the signature page
to this  Agreement.  To the extent the Option (or any  portion  thereof)  is not
exercised by the Optionee when it becomes exercisable,  it shall not expire, but
shall be carried forward and shall be exercisable,  on a cumulative basis, until
the Expiration  Date (as  hereinafter  defined) or until earlier  termination as
hereinafter provided.


<PAGE>


      4. Term; Extent of Exercisability.

      (a)   Term.

            (i) The Option  shall  expire as to each  installment  amount on the
            date set forth  next to each such  amount on the  signature  page to
            this  Agreement  (the   "Expiration   Date"),   subject  to  earlier
            termination as herein provided.

            (ii) If such termination to perform services 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.

            (iii) In the event of the death of the Optionee,  the 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.

      5. Manner of Exercise of Option.

            (a) To the extent that the right to exercise  the Option has accrued
            and is in effect,  the Option may be exercised in full or in part by
            giving written notice to the Company stating the number of Shares as
            to which the Option is being exercised and accompanied by payment in
            full for such Shares.  No partial exercise may be made for less than
            one hundred (100) full Shares of Common Stock. Payment shall be made
            in accordance  with the terms of the 2000 Plan.  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
            exercising the Option,  not less than fifteen (15) and not more than
            forty-five  (45) days from the date of  receipt of the notice by the
            Company.

            (b) The  Company  shall at all times  during  the term of the Option
            reserve and keep available such number of Shares of its Common Stock
            as will be sufficient to satisfy the requirements of the Option.


<PAGE>


      6. Non-Transferability.

      The right of the Optionee to exercise  the Option shall not be  assignable
or  transferable  by the Optionee  otherwise than by will or the laws or 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 the Option may be exercised during the lifetime of the Optionee
only by him or her.  The Option  shall be null and void and without  effect upon
the  bankruptcy  of the Optionee 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  contrary to the  provisions  hereof,  or levy of  execution,
attachment, trustee process or similar process, whether legal or equitable, upon
the Option.

      7. Representation Letter and Investment Legend.

      In the event that for any reason the Shares to be issued upon  exercise of
the Option shall not be effectively  registered under the Securities Act of 1933
(" 1933  Act"),  upon any date on which the Option is  exercised  in whole or in
part, the person  exercising the Option shall give a written  representation  to
the Company in the form attached hereto as Exhibit 1 and the Company shall place
an  "investment  legend",  so-called,  as  described  in  Exhibit  1,  upon  any
certificate for the Shares issued by reason of such exercise.

      8. Adjustments on Changes in Capitalization.

      Adjustments  on  changes in  capitalization  and the like shall be made in
accordance with the 2000 Plan, as in effect on the date of this Option.

      9. No Special Employment Rights.

      The provisions of this Section 9 are applicable  only to Optionees who are
employees of the Company. Nothing contained in this Option shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment  of the  Optionee  for the period  within  which  this  Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render  diligently  and  faithfully the services which are assigned to the
Optionee  from  time to time  by the  Board  of  Directors  or by the  executive
officers of the Company and shall at no time take any action  which  directly or
indirectly would be inconsistent with the best interests of the Company.

      10. Rights as a Stockholder.

      The  Optionee  shall have no rights as a  stockholder  with respect to any
Shares  which may be  purchased  by exercise  of this Option  unless and until a
certificate  or  certificates  representing  such  Shares  are duly  issued  and
delivered to the Optionee.


<PAGE>


      11. Withholding Taxes.

      Whenever Shares are to be issued upon exercise of this Option, the Company
shall have the right to require  the  Optionee to remit to the Company an amount
sufficient to satisfy all Federal,  state and local withholding tax requirements
prior to the delivery of any  certificate or  certificates  for the Shares.  The
Company may agree to permit the  Optionee to  authorize  the Company to withhold
Shares of Common  Stock  purchased  upon  exercise  of the Option to satisfy the
above-mentioned  withholding requirement;  provided,  however, no such agreement
may be made by an Optionee  who is an officer or director  within the meaning of
Section 16 of the Securities  Exchange Act of 1934, as amended,  except pursuant
to a standing  election to so withhold  Shares of Common  Stock  purchased  upon
exercise  of the  Option,  such  election  to be made in the form  set  forth in
Exhibit  2  hereto  and to be made not less  than six (6)  months  prior to such
exercise.  Such election may be revoked only upon providing six (6) months prior
written notice to the Company.

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 17TH DAY OF
OCTOBER, 2000.


                                  LIFE MEDICAL SCIENCES, INC.


                                  By:
                                  Title:   Chairman, President & CEO


                                  OPTIONEE

                                  Print Name:  Irwin Rosenthal

                                  Sign Name: _______________________________

                                  Address:

                                    _______________________________________

                                  Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:           100,000
Purchase Price Per Share:        $0.09


                          VESTING & EXPIRATION SCHEDULE

        VESTING DATE               NUMBER OF SHARES             EXPIRATION DATE
      October 12, 2000                 100,000                  October 12, 2007



<PAGE>


                                    EXHIBIT 1

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      In connection  with the exercise by me of an option to purchase  shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:


      1. The shares of Common  Stock of the  Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held  indefinitely  unless the Shares are  subsequently  registered under the
Securities Act, or an exemption from such registration is available.

      2. Routine  sales of  securities  made in reliance upon Rule 144 under the
Securities Act can be made only after the holding  period  provided by that Rule
has been  satisfied,  and,  in any sale to which  that  Rule is not  applicable,
registration  or compliance  with some other  exemption under the Securities Act
will be required.

      3. The  availability of Rule 144 is dependent upon adequate current public
information  with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.

      In  consideration  of the issuance of certificates for the Shares to me, I
hereby  represent  and warrant that I am acquiring the Shares for my own account
for investment,  and that I will not sell,  pledge or transfer the Shares in the
absence of an effective  registration  statement  covering  the same,  except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree  that  there may be  affixed  to the  certificates  for the Shares to be
issued to me, and to all certificates  issued hereafter  representing the Shares
(until in the opinion of counsel, which opinion must be reasonably  satisfactory
in form and substance to counsel for the Company,  it is no longer  necessary or
required) a legend as follows:

            "The  securities  represented  by this  certificate  have  not  been
            registered  under the Securities  Act of 1933, as amended,  and were
            acquired by the registered  holder pursuant to a representation  and
            warranty  that such  holder  was  acquiring  the  Shares for his own
            account  and  for  investment,  with no  intention  of  transfer  or
            disposition   of  the  same  in   violation   of  the   registration
            requirements of that Act. These securities may not be sold, pledged,
            or transferred in the absence of an effective registration statement
            under  such  Act,  or  an  opinion  of  counsel,  which  opinion  is
            reasonably  satisfactory  to counsel to the  Company,  to the effect
            that registration is not required under such Act."

      I further agree that the Company may place a stop transfer  order with its
transfer agent,  prohibiting  the transfer of the Shares,  so long as the legend
remains on the certificates representing the Shares.


                                   Very truly yours,

Dated: _____________


<PAGE>


                                    EXHIBIT 2

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      The  undersigned  Optionee  hereby  elects and agrees  that,  whenever the
undersigned  exercises a stock option  (including  any options  which now or may
hereafter be  granted),  Life  Medical  Sciences,  Inc.  (the  "Company")  shall
withhold  from that exercise such number of Shares equal in value to the federal
and state  withholding  taxes due upon such exercise.  The  undersigned  further
acknowledges  and agrees that this  election may not be revoked  without six (6)
months' prior written notice to the Company.

                                   OPTIONEE:


                                   (Signature)


                                   (Print Name)

<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 17TH DAY OF
OCTOBER, 2000.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Secretary


                                   OPTIONEE

                                   Print Name:  Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:           100,000
Purchase Price Per Share:        $0.09


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      October 12, 2000                 100,000                  October 12, 2007



<PAGE>




                           LIFE MEDICAL SCIENCES, INC.
                             STOCK OPTION AGREEMENT
                 UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLAN

                          (NON-QUALIFIED STOCK OPTION)

      AGREEMENT  entered  into as of the date set  forth on the  signature  page
hereto by and between Life Medical Sciences, Inc., a Delaware corporation,  with
a business  address of PO Box 219, Little Silver,  New Jersey (together with its
subsidiaries, if any, the "Company"), and the undersigned (the "Grantee").

      WHEREAS, the Company desires to grant to the Grantee a non-qualified stock
option  under the  Company's  2001  Non-Qualified  Stock  Option Plan (the "2001
Plan") to acquire  shares of the Company's  Common  Stock,  $.001 par value (the
"Shares"); and

      WHEREAS,  the 2001 Plan provides that each option is to be evidenced by an
option agreement, setting forth the terms and conditions of the option.

      NOW  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  contained  herein,  the Company and the Grantee hereby
agree as follows:

      1. Grant of Option.

      The Company hereby grants to the Grantee a non-qualified stock option (the
"Option") under the 2001 Plan to purchase all or any part of an aggregate of the
number of Shares set forth on the signature  page to this Agreement on the terms
and  conditions  hereinafter  set forth.  The Option  shall NOT be treated as an
incentive  stock option under Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

      2. Purchase Price.

      The purchase price ("Purchase Price") for the Shares covered by the Option
shall be the  dollar  amount per share set forth on the  signature  page to this
Agreement.

      3. Time of Vesting and Exercise of Option.

      Subject to Section 4 hereof,  the Option shall vest and become exercisable
on the dates and as to the  installment  amounts set forth on the signature page
to this  Agreement.  To the extent the Option (or any  portion  thereof)  is not
exercised by the Grantee when it becomes  exercisable,  it shall not expire, but
shall be carried forward and shall be exercisable,  on a cumulative basis, until
the Expiration  Date (as  hereinafter  defined) or until earlier  termination as
hereinafter provided.


<PAGE>


      4. Term; Extent of Exercisability.

      (a) Term.

            (i) The Option  shall  expire as to each  installment  amount on the
            date set forth  next to each such  amount on the  signature  page to
            this  Agreement  (the   "Expiration   Date"),   subject  to  earlier
            termination as herein provided.

            (ii) In the event a Grantee's employment or service is terminated by
            the Company  for any reason  other than  "disability",  death or for
            "cause"  (collectively,  a "Termination  without cause"), any Option
            held by the  Grantee  shall  become one hundred  percent  vested and
            fully exercisable for the one year period, except in the case of the
            first year of an  Option's  term in which case the  exercise  period
            shall be two years, after the date on which the Grantee's employment
            or service is terminated  by the Company,  but in any event no later
            than the date of expiration of the Option term.

            (iii) In the event the Grantee's employment or service is terminated
            by the Company  for  "cause",  any Option held by the Grantee  shall
            terminate  as of the date the  Grantee's  employment  or  service is
            terminated  by the  Company  and  the  Grantee  shall  automatically
            forfeit all shares underlying any exercised portion of an Option for
            which the Company has not yet delivered the share certificates, upon
            refund by the Company of the Exercise  Price paid by the Grantee for
            such shares.

            (iv) In the event the Grantee's  employment or service is terminated
            by the Company on account of Grantee's "disability", any Option held
            by the Grantee  shall  become one hundred  percent  vested and fully
            exercisable  by the Grantee  and shall  terminate  unless  exercised
            within one year after the date on which the Grantee's  employment or
            service is terminated by the Company, but in any event no later than
            the date of expiration of the Option term.

            (v) In the event of the death of the Grantee, any Option held by the
            Grantee   shall  become  one  hundred   percent   vested  and  fully
            exercisable  by the Grantee  and shall  terminate  unless  exercised
            within  the  later to occur of one year  after the date on which the
            Grantee's  employment or service is terminated by the Company or six
            months after the probate of the Grantee's estate,  but in any event,
            no later than the date of expiration of the Option term.

            (vi) In the event a Grantee terminates his or her employment with or
            services to the Company at his or her own volition, any Option which
            is  otherwise  exercisable  by the Grantee  shall  terminate  unless
            exercised within six months, except in the case of the first year of
            an  Option's  term in which case the  exercise  period  shall be one
            year,  after  the date on which  the  Grantee's  employment  with or
            service to the Company is terminated, but in no event later than the
            date of expiration of the Option term. Any of the Grantee's  Options
            that  are not  exercisable  as of the date on  which  the  Grantee's
            employment  with or  service  to the  Company  is  terminated  shall
            terminate as of such date unless the Committee determines otherwise.


<PAGE>


            (vii)  Notwithstanding  the provisions of Section 4(a)(ii) above, if
            the Grantee's  employment or service is terminated by the Company on
            account of a "termination  without cause" during the one year period
            following a Change of  Control,  as such term is defined in the 2001
            Plan,  any Option  held by the  Grantee  shall  become  one  hundred
            percent vested and fully  exercisable  for the two year period after
            the date on which the Grantee's  employment or service is terminated
            by the Company, but in no event later than the date of expiration of
            the Option term.

            (viii) For purposes of this Section 4(a):

            (A)   The term  "Company"  shall mean the Company and its parent and
                  subsidiary corporations, or any successor thereto.

            (B)   The term "disability" shall mean a Grantee's becoming disabled
                  within the meaning of section 22(e)(3) of the Code.

            (C)   The term  "termination  for cause"  shall mean,  except to the
                  extent  specified  otherwise by the Committee that the Grantee
                  has  materially  breached  his or her  employment  or  service
                  contract  with the  Company,  or has been  engaged  in  fraud,
                  embezzlement,  theft,  commission of a felony in the course of
                  his or her  employment  or service  which is  injurious to the
                  Company,  or  has  disclosed  trade  secrets  or  confidential
                  information  of the Company to persons not entitled to receive
                  such  information.  If this  clause  (C)  conflicts  with  the
                  definition  of  "Cause"  or  "termination  for  cause" (or any
                  similar  definition)  in an  employment  or service  agreement
                  between  the  Company  and  the  Grantee,  the  terms  of  the
                  employment or service agreement shall govern.

      5. Manner of Exercise of Option.

      (a) To the extent that the right to exercise the Option has accrued and is
      in  effect,  the  Option  may be  exercised  in full or in part by  giving
      written notice to the Company stating the number of Shares as to which the
      Option is being  exercised  and  accompanied  by  payment in full for such
      Shares.  No partial  exercise may be made for less than one hundred  (100)
      full Shares of Common Stock.  Payment shall be made in accordance with the
      terms of the 2001 Plan. 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  exercising  the Option,  not less than  fifteen
      (15) and not more than  forty-five  (45) days from the date of  receipt of
      the notice by the Company.

      (b) The Company  shall at all times during the term of the Option  reserve
      and keep  available  such number of Shares of its Common  Stock as will be
      sufficient to satisfy the requirements of the Option.


<PAGE>


      6. Non-Transferability.

      Except  as  provided  below,  only the  Grantee  or his or her  authorized
representative  may exercise rights under an Option.  A Grantee may not transfer
options except (i) by will, (ii) by the laws of descent and distribution,  (iii)
to the Company (as contemplated by Rule 16b-3 of the Exchange Act, (iv) pursuant
to a  domestic  relations  order  (as  defined  under the Code or Title I of the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder),  or (v) as  otherwise  permitted by the  Committee.  When a Grantee
dies,  the personal  representative  or other person  entitled to succeed to the
rights  of the  Grantee  ("Successor  Grantee")  may  exercise  such  rights.  A
Successor  Grantee must furnish proof  satisfactory to the Company of his or her
right to receive the Option  under the  Grantee's  will or under the  applicable
laws of descent and distribution.

      7. Representation Letter and Investment Legend.

      In the event that for any reason the Shares to be issued upon  exercise of
the Option shall not be effectively  registered under the Securities Act of 1933
(" 1933  Act"),  upon any date on which the Option is  exercised  in whole or in
part, the person  exercising the Option shall give a written  representation  to
the Company in the form attached hereto as Exhibit 1 and the Company shall place
an  "investment  legend",  so-called,  as  described  in  Exhibit  1,  upon  any
certificate for the Shares issued by reason of such exercise.

      8. Adjustments on Changes in Capitalization.

      Adjustments  on  changes in  capitalization  and the like shall be made in
accordance with the 2001 Plan, as in effect on the date of this Option.

      9. No Special Employment Rights.

      The provisions of this Section 9 are  applicable  only to Grantees who are
employees of the Company. Nothing contained in this Option shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment  of the  Grantee  for the  period  within  which  this  Option may be
exercised.  However, during the period of the Grantee's employment,  the Grantee
shall render  diligently  and  faithfully the services which are assigned to the
Grantee from time to time by the Board of Directors or by the executive officers
of the Company and shall at no time take any action which directly or indirectly
would be inconsistent with the best interests of the Company.

      10. Rights as a Stockholder.

      The  Grantee  shall have no rights as a  stockholder  with  respect to any
Shares  which may be  purchased  by exercise  of this Option  unless and until a
certificate  or  certificates  representing  such  Shares  are duly  issued  and
delivered to the Grantee.


<PAGE>


      11. Withholding Taxes.

      Whenever Shares are to be issued upon exercise of this Option, the Company
shall have the right to require  the  Grantee to remit to the  Company an amount
sufficient to satisfy all Federal,  state and local withholding tax requirements
prior to the delivery of any  certificate or  certificates  for the Shares.  The
Company  may agree to permit the  Grantee to  authorize  the Company to withhold
Shares of Common  Stock  purchased  upon  exercise  of the Option to satisfy the
above-mentioned  withholding requirement;  provided,  however, no such agreement
may be made by an Grantee  who is an officer or  director  within the meaning of
Section 16 of the Securities  Exchange Act of 1934, as amended,  except pursuant
to a standing  election to so withhold  Shares of Common  Stock  purchased  upon
exercise  of the  Option,  such  election  to be made in the form  set  forth in
Exhibit  2  hereto  and to be made not less  than six (6)  months  prior to such
exercise.  Such election may be revoked only upon providing six (6) months prior
written notice to the Company.

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Grantee  has  hereunto  set his or her hand,  all as of the 21st day of
March, 2002.


                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:   Chairman, President and CEO


                                    GRANTEE

                                    Name: Richard L. Franklin, MD

                                    Sign Name: _______________________________

                                    Address:__________________________________

                                      _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 3,000,000
Purchase Price Per Share:  $0.12


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      March 21, 2002                  1,000,000                  March 21,2009
      March 21, 2003                  1,000,000                  March 21, 2010
      March 21, 2004                  1,000,000                  March 21, 2011


<PAGE>


                                    EXHIBIT 1

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      In connection  with the exercise by me of an option to purchase  shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby acknowledge that I have been informed as follows:


      1. The shares of Common  Stock of the  Company to be issued to me pursuant
to the exercise of said option (the "Shares") have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, accordingly, must
be held  indefinitely  unless the Shares are  subsequently  registered under the
Securities Act, or an exemption from such registration is available.

      2. Routine  sales of  securities  made in reliance upon Rule 144 under the
Securities Act can be made only after the holding  period  provided by that Rule
has been  satisfied,  and,  in any sale to which  that  Rule is not  applicable,
registration  or compliance  with some other  exemption under the Securities Act
will be required.

      3. The  availability of Rule 144 is dependent upon adequate current public
information  with respect to the Company being available and, at the time that I
may desire to make a sale pursuant to the Rule, the Company may neither wish nor
be able to comply with such requirement.

      In  consideration  of the issuance of certificates for the Shares to me, I
hereby  represent  and warrant that I am acquiring the Shares for my own account
for investment,  and that I will not sell,  pledge or transfer the Shares in the
absence of an effective  registration  statement  covering  the same,  except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I agree  that  there may be  affixed  to the  certificates  for the Shares to be
issued to me, and to all certificates  issued hereafter  representing the Shares
(until in the opinion of counsel, which opinion must be reasonably  satisfactory
in form and substance to counsel for the Company,  it is no longer  necessary or
required) a legend as follows:

            "The  securities  represented  by this  certificate  have  not  been
            registered  under the Securities  Act of 1933, as amended,  and were
            acquired by the registered  holder pursuant to a representation  and
            warranty  that such  holder  was  acquiring  the  Shares for his own
            account  and  for  investment,  with no  intention  of  transfer  or
            disposition   of  the  same  in   violation   of  the   registration
            requirements of that Act. These securities may not be sold, pledged,
            or transferred in the absence of an effective registration statement
            under  such  Act,  or  an  opinion  of  counsel,  which  opinion  is
            reasonably  satisfactory  to counsel to the  Company,  to the effect
            that registration is not required under such Act."

      I further agree that the Company may place a stop transfer  order with its
transfer agent,  prohibiting  the transfer of the Shares,  so long as the legend
remains on the certificates representing the Shares.


                                   Very truly yours,

Dated: _____________


<PAGE>


                                    EXHIBIT 2

                            TO STOCK OPTION AGREEMENT

Gentlemen:

      The  undersigned  Grantee  hereby  elects and agrees  that,  whenever  the
undersigned  exercises a stock option  (including  any options  which now or may
hereafter be  granted),  Life  Medical  Sciences,  Inc.  (the  "Company")  shall
withhold  from that exercise such number of Shares equal in value to the federal
and state  withholding  taxes due upon such exercise.  The  undersigned  further
acknowledges  and agrees that this  election may not be revoked  without six (6)
months' prior written notice to the Company.

                                   GRANTEE:

                                   (Signature)


                                   (Print Name)


<PAGE>




      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Grantee  has  hereunto  set his or her hand,  all as of the 21st day of
March, 2002.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  Secretary


                                   GRANTEE

                                   Name: Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 1,500,000
Purchase Price Per Share:  $0.12


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      March 21, 2002                    500,000                 March 21,2009
      March 21, 2003                    500,000                 March 21, 2010
      March 21, 2004                    500,000                 March 21, 2011


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Grantee  has  hereunto  set his or her hand,  all as of the 21st day of
March, 2002.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Name: Eli Pines, PhD

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 700,000
Purchase Price Per Share:  $0.12


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE

      March 21, 2002                    233,334                   March 21,2009
      March 21, 2003                    233,333                   March 21, 2010
      March 21, 2004                    233,333                   March 21, 2011
<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand,  all as of the 9th day of June
2003.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   President and CEO


                                   GRANTEE

                                   Print Name: David G. P. Allan

                                   Sign Name: _______________________________

                                   Address:

                                   _________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:  50,000
Purchase Price Per Share:  $0.45


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE

      June 5, 2003                     50,000                     June 5, 2010


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand,  all as of the 9th day of June
2003.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   President and CEO


                                   GRANTEE

                                   Print Name: Barry R. Frankel

                                   Sign Name: _______________________________

                                   Address:

                                   _________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:  50,000
Purchase Price Per Share:  $0.45


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE

      June 5, 2003                    50,000                      June 5, 2010


<PAGE>

2001 Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the August 23, 2001.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name: Walter R. Maupay

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 25,000
Purchase Price Per Share:  $0.20


                          VESTING & EXPIRATION SCHEDULE

        VESTING DATE               NUMBER OF SHARES              EXPIRATION DATE

      August 23, 2001                  25,000                    August 23, 2008


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the August 23, 2001.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name:       Irwin Rosenthal

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 25,000
Purchase Price Per Share:  $0.20


                          VESTING & EXPIRATION SCHEDULE

       VESTING DATE                NUMBER OF SHARES             EXPIRATION DATE

      August 23, 2001                  25,000                   August 23, 2008


<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the August 23, 2001.


                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:   Chairman, President and CEO


                                    GRANTEE

                                    Print Name:      Edward Celano

                                    Sign Name: _______________________________

                                    Address:__________________________________

                                      _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 25,000
Purchase Price Per Share:  $0.20


                          VESTING & EXPIRATION SCHEDULE

       VESTING DATE                NUMBER OF SHARES            EXPIRATION DATE

      August 23, 2001                  25,000                  August 23, 2008


<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th day of
January, 1999.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer

                                   OPTIONEE

                                   Print Name:     Eli Pines

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        20,580
Purchase Price Per Share:        $0.05


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
        03/31/99                       20,580                      03/31/06


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 31st day of
December, 1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        20,000
Purchase Price Per Share:        $0.09


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES            EXPIRATION DATE
        03/31/99                       20,000                      03/31/06



<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 18th DAY OF
February 2000.


                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Eli Pines
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       50,000
Purchase Price Per Share:        $0.8125


                          VESTING & EXPIRATION SCHEDULE

        VESTING DATE               NUMBER OF SHARES             EXPIRATION DATE

      February 18, 2000               50,000                   February 18, 2007

<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th day of
March, 1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Vice President & Chief Financial
                                            Officer

                                   OPTIONEE

                                   Print Name:     Eli Pines

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        6,000
Purchase Price Per Share:        $0.1875


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
        3/31/99                        6,000                       03/31/06



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand,  all as of the 5th DAY OF May
1999.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:  President & Chief Executive Officer


                                    OPTIONEE:

                                    Print Name:      Eli Pines
                                    Sign Name:

                                    Address:
                                       _________________________________________

                                    Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       50,000
Purchase Price Per Share:        $0.56


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      May 5, 1999                      50,000                     May 5, 2006



<PAGE>


Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Eli Pines
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       30,000
Purchase Price Per Share:        $1.31


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      May 28, 1998                      15,000                    May 28, 2005
      May 28, 1999                      15,000                    May 28, 2006



<PAGE>


Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Eli Pines
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       46,125
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 17, 1997                     23,062                   June 17, 2004
      June 17, 1998                     23,063                   June 17, 2005


<PAGE>


Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:  President & Chief Executive Officer


                                    OPTIONEE:

                                    Print Name:      Eli Pines
                                    Sign Name:

                                    Address:
                                       _________________________________________

                                    Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       3,875
Purchase Price Per Share:        $7.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 17, 1997                     1,937                    June 17, 2004
      June 17, 1998                     1,938                    June 17, 2005



<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 9th DAY OF
March 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        522
Purchase Price Per Share:        $0.36

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      March 9, 2000                      522                     March 9, 2007


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 11th DAY OF
April 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        1,200
Purchase Price Per Share:        $0.16

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      April 11, 2000                    1,200                    April 11, 2007



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the April 23, 2002.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:   Chairman, President and CEO


                                    GRANTEE

                                    Print Name: Edward A. Celano

                                    Sign Name: _______________________________

                                    Address:__________________________________

                                      _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.19


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE

      April 23, 2002                     50,000                  April 23, 2009



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto set his or her hand, all as of the April 23, 2003.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name:       Walter Maupay

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.30


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE

      April 23, 2003                     50,000                  April 23, 2010



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________



                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $2.00

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      March 5, 1997                     16,667                    March 5, 2004
      March 5, 1998                     16,667                    March 5, 2005
      March 5, 1999                     16,668                    March 5, 2006




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title: President and Chief Executive Officer


                                    OPTIONEE

                                    Print Name:     Edward A. Celano

                                    Sign Name: _______________________________

                                    Address:

                                      _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        100,000
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      May 28, 1998                      100,000                    May 28, 2005



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th DAY OF
June 1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        4,455
Purchase Price Per Share:        $0.25

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 15, 1999                      4,455                  June 15, 2006



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 7th DAY OF July
2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        3,700
Purchase Price Per Share:        $0.05

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      July 25, 2000                     3,700                    July 25, 2007



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 1st DAY OF
August 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        3,700
Purchase Price Per Share:        $0.05


                          VESTING & EXPIRATION SCHEDULE

       VESTING DATE               NUMBER OF SHARES              EXPIRATION DATE
      August 1, 2000                  3,700                      August 1, 2007



<PAGE>




      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 7th DAY OF
September 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        4,800
Purchase Price Per Share:        $0.45

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES            EXPIRATION DATE
      September 7, 2000                 4,800                 September 7, 2007



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 9th DAY OF
March 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        1,000
Purchase Price Per Share:        $0.1875


                          VESTING & EXPIRATION SCHEDULE

        VESTING DATE                NUMBER OF SHARES           EXPIRATION DATE
      September 9, 1999                  1,000                September 9, 2006



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 10th DAY OF
October 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        7,500
Purchase Price Per Share:        $0.025


                          VESTING & EXPIRATION SCHEDULE

       VESTING DATE                 NUMBER OF SHARES            EXPIRATION DATE
      October 10, 2000                   7,500                 October 10, 2007



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 12th DAY OF
October 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and Chief Executive Officer


                                   OPTIONEE

                                   Print Name:     Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $0.09

                          VESTING & EXPIRATION SCHEDULE


       VESTING DATE               NUMBER OF SHARES              EXPIRATION DATE
      October 12, 2000                 50,000                  October 12, 2007


<PAGE>

2001 Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto  set his or her hand,  all as of the April 23, 2002
LIFE MEDICAL SCIENCES, INC.

                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name: Edward A. Celano

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.19

                          VESTING & EXPIRATION SCHEDULE


       VESTING DATE                NUMBER OF SHARES              EXPIRATION DATE

      April 23, 2002                    50,000                   April 23, 2009


<PAGE>




2001 Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Grantee has hereunto  set his or her hand,  all as of the April 23, 2003
LIFE MEDICAL SCIENCES, INC.

                                   By:
                                   Title:   Chairman, President and CEO


                                   GRANTEE

                                   Print Name: Walter Maupay

                                   Sign Name: _______________________________

                                   Address:__________________________________

                                     _______________________________________

                                   Social Security Number: _____________________



                               OPTION INFORMATION

Total Number of Shares Underlying Option: 50,000
Purchase Price Per Share:  $0.30


                          VESTING & EXPIRATION SCHEDULE

        VESTING DATE              NUMBER OF SHARES             EXPIRATION DATE

       April 23, 2003                  50,000                  April 23, 2010




<PAGE>



Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name: Irwin M. Rosenthal
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        100,000
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES             EXPIRATION DATE
      May 28, 1998                      100,000                   May 28, 2005





<PAGE>



Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th DAY OF
June 1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name: Irwin M. Rosenthal
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        5,940
Purchase Price Per Share:        $0.25


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 15, 1999                      5,940                   June 15, 2006





<PAGE>



Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name: Irwin M. Rosenthal
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES             EXPIRATION DATE
      June 18, 1997                      50,000                   June 18, 2004




<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th day of
January 1999.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title: Vice President & Chief Financial
                                           Officer



                                    OPTIONEE

                                    Print Name:     Robert P. Hickey

                                    Sign Name: _______________________________

                                    Address:

                                        _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        34,300
Purchase Price Per Share:        $0.05


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES            EXPIRATION DATE
      March 31, 1999                    34,300                   March 31, 2006




<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 9th day of
March 2000.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title: Vice President & Chief Financial
                                           Officer


                                    OPTIONEE

                                    Print Name:     Robert P. Hickey

                                    Sign Name: _______________________________

                                    Address:

                                        _______________________________________

                                    Social Security Number: ____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        48,507
Purchase Price Per Share:        $1.4375


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES            EXPIRATION DATE
      March 9, 2000                      48,507                  March 9, 2007




<PAGE>


2000 Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 9TH DAY OF
MARCH, 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:   Secretary


                                   OPTIONEE

                                   Print Name:  Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                     _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:           51,493
Purchase Price Per Share:        $1.4375


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES            EXPIRATION DATE
      March 9, 2000                     51,493                   March 9, 2007



<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th day of
March 1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        10,000
Purchase Price Per Share:        $0.1875

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES           EXPIRATION DATE
      March 31, 1999                    10,000                  March 31, 2006




<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 28th day of
May, 1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  Vice President & Chief Financial
                                           Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        107,750
Purchase Price Per Share:        $4.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES            EXPIRATION DATE
      May 28, 1997                       26,937                  May  28, 2004
      May 28, 1998                       26,937                  May 28, 2005
      May 28, 1999                       26,938                  May 28, 2006
      May 28, 2000                       26,938                  May 28, 2007





<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th day of May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  Vice President & Chief Financial
                                           Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      May 28, 1998                      50,000                   May 28, 2005



<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th day of May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  Vice President & Chief Financial
                                           Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        100,000
Purchase Price Per Share:        $1.31


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      May 28, 1998                       50,000                  May 28, 2005
      May 28, 1999                       50,000                  May 28, 2006



<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 31st day of
May, 1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        25,148
Purchase Price Per Share:        $0.14


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES            EXPIRATION DATE
      May 31, 1998                       25,148                   May 31, 2005





<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 17th day of
June, 1997.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $4.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 17, 1997                     25,000                   June 17, 2004
      June 17, 1998                     25,000                   June 17, 2005




<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 5th day of
December 1999.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title: Vice President & Chief Financial
                                           Officer


                                    OPTIONEE

                                    Print Name:     Robert P. Hickey

                                    Sign Name: _______________________________

                                    Address:

                                        _______________________________________

                                    Social Security Number: ___________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        100,000
Purchase Price Per Share:        $0.5625


                          VESTING & EXPIRATION SCHEDULE

       VESTING DATE                 NUMBER OF SHARES           EXPIRATION DATE
      December 5, 1999                   100,000               December 5, 2006




<PAGE>



Outside Plans

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 19th day of
December 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: Vice President & Chief Financial
                                          Officer


                                   OPTIONEE

                                   Print Name:     Robert P. Hickey

                                   Sign Name: _______________________________

                                   Address:

                                       _______________________________________

                                   Social Security Number: _____________________


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        92,251
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      May 29, 1997                      23,062                    May 29, 2004
      May 29, 1998                      23,062                    May 29, 2005
      May 29, 1999                      23,063                    May 29, 2006
      May 29, 2000                      23,063                    May 29, 2007




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 9th DAY OF
March 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        522
Purchase Price Per Share:        $0.36


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      March 9, 2000                      2,000                   March 9, 2007




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 11th DAY OF
April 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:



                               OPTION INFORMATION

Total Number of Shares Underlying Option:        1,200
Purchase Price Per Share:        $0.16

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      April 11, 2000                     1,200                   April 11, 2007



<PAGE>




      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th DAY OF
June 1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        12,352
Purchase Price Per Share:        $0.20


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      June 15, 1999                     12,352                   June 15, 2006



<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 15th DAY OF
August 1996.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        7,184
Purchase Price Per Share:        $7.88


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      August 15, 1997                    3,592                  August 15, 2004




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 13th DAY OF
June 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        6,000
Purchase Price Per Share:        $0.06


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      June 13, 2000                      6,000                   June 13, 2007




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 25th DAY OF
July 2000.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:  President & Chief Executive Officer


                                    OPTIONEE:

                                    Print Name:      Walter R. Maupay
                                    Sign Name:

                                    Address:
                                       _________________________________________

                                    Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        3,700
Purchase Price Per Share:        $0.05


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      July 25, 2000                      3,700                   July 25, 2007




<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 1st DAY OF
August 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        3,700
Purchase Price Per Share:        $0.05


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      August 1, 2000                     3,700                   August 1, 2007


<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the  Optionee  has  hereunto  set his or her hand,  all as of the 7th DAY OF
September 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        4,800
Purchase Price Per Share:        $0.04

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES            EXPIRATION DATE
      September 7, 2000                 4,800                 September 7, 2007





<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 10th DAY OF
October 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        7,500
Purchase Price Per Share:        $0.025


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      October 10, 2000                   7,500                 October 10, 2007





<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 11th DAY OF
October 2000.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        8,333
Purchase Price Per Share:        $0.023


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES            EXPIRATION DATE
      October 11, 2000                   8,333                 October 11, 2007





<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 12th DAY OF
October 2000.

                                    LIFE MEDICAL SCIENCES, INC.


                                    By:
                                    Title:  President & Chief Executive Officer


                                    OPTIONEE:

                                    Print Name:      Walter R. Maupay
                                    Sign Name:

                                    Address:
                                       _________________________________________

                                    Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $0.09


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      October 12, 2000                  50,000                  October 12, 2007





<PAGE>



      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President & Chief Executive Officer


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        100,000
Purchase Price Per Share:        $2.00

                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES              EXPIRATION DATE
      May 28,1998                      100,000                    May 28, 2005


<PAGE>

Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: President and CEO


                                   OPTIONEE:

                                   Print Name: Eli Pines
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        30,000
Purchase Price Per Share:        $1.31


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES             EXPIRATION DATE
      May 28, 1998                       15,000                   May 28, 2005
      May 28, 1999                       15,000                   May 28, 2006


<PAGE>

Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 28th DAY OF May
1998.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: President and CEO


                                   OPTIONEE:

                                   Print Name: Eli Pines
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        20,000
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES             EXPIRATION DATE
      June 12, 1997                      20,000                   June 12, 2004


<PAGE>


Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand, all as of the 5th DAY OF May
1999.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title: President and CEO


                                   OPTIONEE:

                                   Print Name: Edward A. Celano
                                   Sign Name:

                                   Address:  __________________________________

                                   __________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:        50,000
Purchase Price Per Share:        $1.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                  NUMBER OF SHARES             EXPIRATION DATE
      May 5, 1999                      50,000                     May 5, 2006

<PAGE>

Outside of Plan

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 16th DAY OF
August 1996.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and CEO


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       26,148
Purchase Price Per Share:        $2.00


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      August 15, 1997                   13,074                  August 15, 2004
      August 15, 1997                   13,074                  August 15, 2005

<PAGE>

2000 Plan-no early termination

      IN WITNESS WHEREOF,  the Company has caused this Agreement to be executed,
and the Optionee  has  hereunto  set his or her hand,  all as of the 16th DAY OF
August 1996.

                                   LIFE MEDICAL SCIENCES, INC.


                                   By:
                                   Title:  President and CEO


                                   OPTIONEE:

                                   Print Name:      Walter R. Maupay
                                   Sign Name:

                                   Address:
                                      _________________________________________

                                   Social Security Number:


                               OPTION INFORMATION

Total Number of Shares Underlying Option:       2,000
Purchase Price Per Share:        $0.09


                          VESTING & EXPIRATION SCHEDULE

      VESTING DATE                 NUMBER OF SHARES             EXPIRATION DATE
      December 9, 1999                  2,000                   December 9, 2006