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EXHIBIT 10.42


                                    CONTRACT

                                     between

                            PHAIRSON MEDICAL LIMITED

                                       and

                              PROFESSOR J A HUBBELL

THIS  AGREEMENT,  having an Effective  Date of 1st December  1998 is made by and
between Phairson Medical  Limited,  a corporation  having its principal place of
business at 602 The Chambers,  Chelsea  Harbour,  London,  SW10 OXF (hereinafter
referred to as  "PHAIRSON")  and Professor J A Hubbell,  principal  investigator
("PI") whose place of business is the Institute for Biomedical  Engineering  and
Department  of  Materials,   Swiss  Federal  Institute  of  Technology  ETH  and
University of Zurich, Moussonstrasse 18, CH8044, Zurich, Switzerland.

WHEREAS,  PHAIRSON has identified and related  specific  tasks  described  under
ARTICLE 1; and

WHEREAS, PI is available and qualified to perform such tasks.

NOW  THEREFORE,  in  consideration  of the  promises  and the mutual  covenant's
contained herein, the parties agree as follows:

ARTICLE I - Scope of Work

PI agrees to use its best efforts to perform the work outlined in ATTACHMENT 1.

ARTICLE II - Period of Performance

The period of  performance  shall commence on the last date of signature of this
Agreement and SHALL  TERMINATE ON 28th February 1999 unless  extended by written
mutual  agreement of the parties or terminated in accordance with the provisions
of Article XI. PI shall notify PHAIRSON, as soon as possible, of any reason that
might  contribute to PI's failure to perform  within the  specified  performance
period,  even if such  reason  is  beyond  the  control  and  without  fault  or
negligence of PI.

ARTICLE III Fees and ROYALTY

FEES

PHAIRSON will pay PI monthly fees according to the following schedule:

For the services  provided  under Part A of  ATTACHMENT  1,  PHAIRSON will pay a
monthly fee ("Fees") of $1000.  The payment of these Fees may be  terminated  by
PHAIRSON subject to the conditions in Article XI.


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ROYALTY

If any of the materials  designed under Part A of ATTACHMENT 1 are developed for
commercial sale by PHAIRSON, PHAIRSON will, in addition to the Fees, pay to PI a
royalty ("Royalty") as follows:

     (a)  a sum equal to 1% (one percent) of Net Sales Value (as defined in Part
          B of ATTACHMENT 1).

          The  above  Royalty  will  be  paid by  PHAIRSON  to PI on a  calendar
          quarterly  basis  within 90  (ninety)  days of the  expiration  of the
          calendar quarter.

     (b)  a sum equal to 2% (two  percent) of all payments  (including  up-front
          payments,  milestone payments and royalties) received by PHAIRSON from
          any commercial relationship with a third party relating to the Product
          (as that term is defined in Part A of ATTACHMENT 1 hereof).

          The above  Royalty  will be paid to PI within 30 (thirty)  days of its
          receipt by PHAIRSON from the party with whom PHAIRSON has  established
          the  commercial  relationship.  This  fee  will be  paid on all  money
          received by PHAIRSON with the exception of  development  funding which
          is to be spent on the Product and with the  exception  of purchases of
          PHAIRSON shares by the third party.

     (c)  If the material developed for commercial sale by PHAIRSON is specified
          by the  embodiment  in Appendix A,  PHAIRSON  will, in addition to the
          Fees,  pay to PI the Royalty  given in (a) and (b) above,  except that
          all the rates given therein will be reduced by 50%.

     (d)  If the  material  developed  for  commercial  sale by  PHAIRSON  is an
          existing  commercially  available  carbomer,  for example the carbomer
          known under the trade name Carbopol  971P,  PHAIRSON will, in addition
          to the Fees, pay to PI the Royalty given in (a) and (b) above,  except
          that all the  rates  therein  will be  reduced  by 90%.  The total sum
          received by PI in this instance will not exceed $100,000.

ARTICLE IV - Designated REPRESENTATIVES

FOR PHAIRSON:

Name:       Didier Cowling
Address:    602 The Chambers, Chelsea Harbour, London, SW10 OXF, UK

Telephone:  +44 171 349 3100
Fax:        +44 171 349 3101


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For PI:

Name:       Professor Jeffrey A Hubbell
Address:    Institute for Biomedical Engineering & Dep't of Materials
            Swiss Federal Institute of Technology ETH and University of Zurich,
            Moussonstrasse 18, CH-8044 Zurich, Switzerland

Telephone:  +41 1 632 4575
Fax:        +41 1 632 1214

ARTICLE V - Reports

PI will submit in a timely manner those  reports  described in the Scope of Work
as described in ATTACHMENT 1.

ARTICLE VI - Patents and Inventions

1.   ALL RIGHTS AND TITLE TO ALL INVENTIONS,  improvements  and/or  discoveries,
     including software,  know-how,  patent and other intellectual or industrial
     property  conceived  and/or made by PI in the performance of this agreement
     and any extension or revision thereof, shall belong to PHAIRSON.

2.   PI  shall  promptly  notify  PHAIRSON  of  any  inventions,   improvements,
     discoveries,  software  and the  like  conceived  and/or  made  during  the
     performance  of  this  agreement  (hereafter   "Inventions").   Disclosures
     submitted  by PI to  PHAIRSON  shall be made in writing and  identified  as
     confidential.

3.   The filing, prosecution, and maintenance of patent applications and patents
     covering  Inventions  shall be carried out by PHAIRSON,  at PHAIRSON's sole
     discretion and expense.  In the event that PHAIRSON elects not to apply for
     any such patents,  then PI shall have the option,  at its sole expense,  to
     apply for the patents.

ARTICLE VII - Proprietary or Confidential Information

Should   proprietary  or  confidential   information  be  exchanged  under  this
agreement, each party agrees, absent any special provisions to the contrary:

1.   to use its best efforts to receive and maintain in  confidence  any and all
     confidential  or proprietary  information  delivered by one party hereto to
     the other party;

2.   to use  confidential  information  solely for the purpose or  purposes  for
     which it was disclosed and for no other purpose whatsoever;

3.   as  a  receiving  party,  to  disclose  confidential   information  to  its
     employees,  officers,  agents, and  representatives  only on a need to know
     basis;

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4.   to identify in writing all confidential or proprietary  information as such
     at the time of disclosure;

5.   not to  release  confidential  or  proprietary  information  to  any  third
     parties; and

6.   to dispose of or return  proprietary  or  confidential  information  to the
     disclosing  party when requested or upon  expiration or termination of this
     agreement.  The period of protection of confidential information shall be 7
     (seven) years from the effective date of this agreement.

Confidential information does not include any information which:

1.   is already in the public  domain or which  becomes  available to the public
     through no breach of confidentiality by the recipient;

2.   was, as between recipient and discloser, lawfully in recipient's possession
     on a non-confidential basis prior to receipt from the discloser;

3.   is received by recipient  independently on a non-confidential  basis from a
     third party free to lawfully disclose such information to the recipient; or

4.   is  independently  developed  by recipient  without use of the  discloser's
     confidential information;

The release of  confidential  information by the receiving  party to satisfy the
requirements of national laws shall not be a breach of this agreement.

ARTICLE VIII - Changes and Modifications

Any  changes to this  contract  must be made in writing  and must be executed by
both parties to indicate  acceptance of the modification.  Any change that might
impact cost, price, or delivery must be agreed to in writing prior to initiation
of any work associated with the proposed change.

ARTICLE IX - Assignment and Subcontracts

Neither  performance nor payment involving the whole or any part of the research
effort described under Article I may be assigned, subcontracted, transferred, or
otherwise  given or imposed on any other party by PI without the prior  written
consent of PHAIRSON.

ARTICLE X - Mutual Responsibilities

1.   Each party will comply with all applicable  governmental laws,  ordinances,
     rules and regulations in the performance of this contract.

2.   Without affecting or limiting any other provisions of this contract,  it is
     agreed each


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     party's  obligations  under  Articles  III,  VI and VII shall  survive  the
     expiration of this contract.

3.   Each party to this contract is an independent party, with each party solely
     responsible for its own business  expenses and employees  including but not
     limited to salaries, benefits, insurances, withholding, worker compensation
     and taxes. Employees of either party shall not be deemed agents,  employees
     or representatives of the other party.

4.   In the  execution of this  contract,  the person whose  signatures  are set
     forth are duly authorised to execute the contract and bind the parties.

ARTICLE XI - Termination

Either party may terminate this contract at any time if-

1.   The other party  materially  breaches the terms of this contract;  provided
     that the non-breaching  party shall have given the breaching party written
     notice of such breach and the  breaching  party shall have failed to remedy
     the same within (30) days of receipt of such notice.

2.   Performance of any part of this contract by a party is prevented or delayed
     by reason of Force Majeure and cannot be overcome by  reasonable  diligence
     to the satisfaction of both parties; or

3.   The other party ceases,  discontinues or indefinitely suspends its business
     activities  related to the services to be provided under this contract,  or
     the other party voluntarily or involuntarily files for bankruptcy.

In the  event of  termination,  immediate  notice  shall  be given by the  party
requesting  termination  which should  specify both the reason and the effective
date of termination.

PHAIRSON may terminate the agreement at any time upon 30 days written notice.

Upon any termination except for material breach of this agreement on the part of
PHAIRSON,  PI shall deliver to PHAIRSON in the state they exist,  as of the date
of termination, all work product, materials,  including confidential information
and  property  belonging  to  PHAIRSON.  PHAIRSON  shall  within (30) days after
termination,  pay PI all Fees due as of the effective date of  termination.  For
the avoidance of doubt,  Fees and Royalty  payments due under Article III hereof
remain unaffected except in the event of material breach on the part of PI.

ARTICLE XII - Applicable Law

This contract shall be governed by the laws of England.


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ARTICLE XIII - Entire Agreement

This contract is intended by the parties as a final written  expression of their
agreement and supersedes and replaces any prior oral or written  agreement.  The
parties acknowledge that they are not relying on any representation,  agreement,
term or condition which is not set out in this Agreement.

ARTICLE XIV - Primary Employer

It is recognised that PI is employed by a primary employer, namely the Institute
for Biomedical Engineering and Department of Materials,  Swiss Federal Institute
of Technology  ETH and University of Zurich,  and that the primary  employer may
have certain rights over the Intellectual Property upon which the PI is inventor
that  relate  directly  to  work  performed  in the  laboratory  of the  primary
employer.  The  contract  between  PI  and  PHAIRSON  addresses  the  consulting
activities of PI, separate from his academic activities under the domain of this
primary employer.

IN WITNESS WHEREOF, the parties hereto have caused their authorised officials to
execute this contract as of the date(s) set forth below:


PHAIRSON                                    PI

/s/ Didier Cowling                          /s/  Jeffrey  J A Hubbell
-----------------------------------------   ------------------------------------
Didier Cowling                              Professor Jeffrey J A Hubbell
DIRECTOR OF BUSINESS DEVELOPMENT

1st December 1998                           5 January 1999
-----------------------------------------   ------------------------------------
Date:                                       Date:

/s/ Richard Franklin
-----------------------------------------
Dr Richard Franklin
CHIEF EXECUTIVE OFFICER

22/12/98
-----------------------------------------
Date:


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                                                              January 14, 2002



Phairson Medical Limited
Russell Bedford House
City Forum
250 City Road
London, EC1V 2QQ
United Kingdom
Attn: Richard Franklin


Life Medical Sciences, Inc.
PO Box 219
Little Silver, New Jersey 07739
Attn: Robert P. Hickey



Gentlemen:

I am writing concerning the Contract dated 1 December 1998 (the "Contract")
between myself and Phairson Medical Limited, a United Kingdom company
("Phairson"). Though the Contract expired 28 February 1999 by its terms,
pursuant to Article X thereof, our mutual responsibilities under Articles III,
VI and VII survive expiration of the Contract. Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Contract.

Except for possible future Royalties under Article III, no amounts are owed to
me under the Contract.

Since no materials were designed under Part A of Attachment 1 of the Contract
during its term, I am not entitled to Royalties under paragraphs (a) or (b) of
Article III of the Contract.

Notwithstanding anything to the contrary contained in the Contract, I
acknowledge that I am only entitled to Royalties in respect of Products
incorporating technology covered by one or more claims contained in Phairson's
US patent application #256,484 which was filed on February 23, 1999 and its
foreign equivalents; provided, however, that any such Royalties shall become
payable and continue only so long as a valid issued patent exists and then only
in respect of revenue generated in countries in which such patent(s) exist. My
compensation in respect thereof would be covered by paragraph (c) or (d), as the
case may be, of Article III of the Contract.

I acknowledge that the primary employer, as contemplated by Article XIV of the
Contract, has no claim to Phairson's US patent application #256,484 which was
filed on February 23, 1999 or its foreign equivalents or the technology
underlying such applications.

I understand that Phairson is in the process of selling its polymer-related
assets and technology to Life Medical Sciences, Inc., a Delaware corporation
("LMS"). This letter is being delivered in order to induce LMS to enter into
such transaction and to assume Phairson's responsibilities under the Contract as
contemplated below. To the extent any of the provisions of this letter differ
from the terms of the Contract, the provisions of this letter shall control.

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By your signatures below, Phairson assigns its rights and responsibilities under
the Contract to LMS, and LMS assumes such rights and responsibilities. Upon my
receipt of countersigned copies of this letter from each of Phairson and LMS, I
hereby release Phairson of its responsibilities under the Contract.

                                                 --------------------
                                                 Professor J A Hubbell

Phairson Medical Limited
By:_____________________
Date:

Life Medical Sciences, Inc.
By:_____________________
Date:




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