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EXHIBIT 10.39

                                AGENCY AGREEMENT



January 9, 2003

Life Medical Sciences, Inc.
P.O. Box 219
Little Silver, NJ  07739
U.S.A


Attention:   Mr. Robert P. Hickey
             Chairman, President and Chief Executive Officer


Dear Sirs:

                              Re: Offering of Units
                              ---------------------

Clubb BioCapital Limited (the "Agent"),  understands that Life Medical Sciences,
Inc. (the "Corporation"), a Delaware corporation, proposes to issue to investors
secured by the Agent,  up to 550,000  units  ("Units"),  each  consisting of one
share of the  Corporation's  Series C Convertible  Preferred Stock (a "Preferred
Share"),  par value of $0.01 per share,  one warrant (a "Two Year  Warrant")  to
purchase up to ten shares of the  Corporation's  Common Stock, par value $0.001,
("Shares")  at an  exercise  price of $0.12 per Share,  exercisable  at any time
until two years after the date of issue and one warrant (a "Short Term Warrant";
together  with the Two Year  Warrants,  the  "Warrants")  to  purchase up to ten
Shares  at an  exercise  price  of $0.12  per  Share,  exercisable  for a period
commencing  on the date of issue and expiring on June 30, 2003.  The Units shall
be issued  and sold at a price of $1.20 per Unit or such  other  price as may be
agreed by the Agent and the Corporation (in either case the "Issue Price").  The
Preferred  Shares shall have the attributes  described in Appendix I to the form
of subscription  agreement  attached  hereto as Schedule "C" (the  "Subscription
Agreement")  and the Warrants  shall be in  substantially  the form set forth in
Appendices II and III to the Subscription  Agreement.  The offering of the Units
(the  "Offering") will close no later than February 14, 2003, or such other date
mutually agreed to by the Corporation and the Agent (the "Closing Date").  There
is no minimum  number of Units being offered in the  Offering,  and there may be
multiple closings.

1.       Appointment

The  Corporation  hereby appoints the Agent as its  non-exclusive  agent and the
Agent accepts the  appointment  and agrees to act on a "best efforts" basis as a
non-exclusive  agent of the Corporation to secure  investors for the issuance of
the Units by way of private placement to institutional  and other  sophisticated
investors in Europe subject to the terms and conditions and in reliance upon the
representations,  warranties  and covenants of the  Corporation  set out in this
Agreement.


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The Agent shall be entitled to retain  sub-agents  selected by it to participate
in the  soliciting  of offers to  purchase  the Units,  provided  that the Agent
receives from each such  sub-agent its agreement to be bound by the  obligations
of the Agent hereunder prior to any such  appointment.  The fees payable to such
sub-agents shall be the responsibility and for the account of the Agent.

2.       Sales Restrictions

The Agent  represents  and agrees that it will comply with the  restrictions  on
offers and sales of the Units set forth in Schedule  "A" hereto,  as well as the
other  provisions  thereof,  all of which are hereby  incorporated  by reference
herein and form a part hereof.

3.       Commission and Broker Warrant

In  consideration  of the  services  rendered and to be rendered by the Agent in
acting as agent of the  Corporation on a best efforts basis to secure  investors
for the issuance of the Units, the Corporation agrees to pay to the Agent on the
Closing Date a commission (the "Commission") equal to 10% of that portion of the
gross  proceeds of sale of the Units  issued on the  Closing  Date raised by the
Agent, payable at the election of the Agent in either cash or Units at the Issue
Price  ("Commission  Units") or a combination of the two. The Agent acknowledges
and agrees that no Commission shall be payable on any Units issued to any of the
investors listed on Schedule "B" attached  hereto,  as the same may subsequently
be amended from time to time through the Closing Date (the "Excluded  Parties"),
or on the Commission Units.

In further  consideration  of the  services  rendered  and to be rendered by the
Agent  described  above,  the  Corporation  agrees  to issue to the Agent for no
additional  consideration,  a warrant  (the  "Broker  Warrant")  to  purchase an
aggregate  number  of  Shares  equal to 10% of the  aggregate  number  of Shares
issuable upon conversion of the Preferred Shares  comprising the Units issued on
the Closing Date, excluding Units issued to Excluded Parties. The Broker Warrant
shall  have a term of four  (4)  years  after  the date of  issue  and  shall be
exercisable to acquire Shares at a price of $0.12 per Share.

If for any reason the Offering does not close and within a three (3) year period
after termination of the Offering the Corporation  raises funding through one or
more  investors  introduced to the  Corporation  for the first time by the Agent
("Agent  Investors"),  the Agent shall be entitled to the  Commission and Broker
Warrants in respect thereof as if the Offering had not been terminated.

4.       Closing

(a)      The issuance of the Units shall be  completed  (the  "Closing")  at the
         offices  of the  Corporation,  or such  other  place or  places  as the
         Corporation  and the Agent may agree, at 10:00 a.m.  (Eastern  Standard
         Time) (the "Closing Time") on the Closing Date.

(b)      On or prior  to the  Closing  Date,  the  Agent  shall  provide  to the
         Corporation a  subscription  agreement  from each purchaser of Units (a
         "Purchaser")  who is to acquire Units on such Closing Date.  Purchasers
         shall be  required  to  complete  and  sign  the  form of  Subscription
         Agreement attached hereto as Schedule "C".


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(c)      At the  Closing  Time on the Closing  Date,  upon  satisfaction  of the
         conditions contained herein, the Agent shall pay or cause payment to be
         made of the net purchase price of the Units sold by the Agent in United
         States  funds  by wire  transfer  to such  bank and  account  as may be
         designated by the Corporation, or in such other manner as may be agreed
         with  the  Corporation,  such  net  purchase  price  to be equal to the
         aggregate  Issue  Price of the Units  sold by the  Agent  less the cash
         portion of the Commission (if the Agent elects to receive all or a part
         thereof in cash) and the amount in reimbursement  of expenses  referred
         to in  section  9  hereof.  Such  payment  and  delivery  shall be made
         against:

         (i)      delivery of certificates  representing  the Preferred  Shares,
                  the Two Year  Warrants and the Short Term  Warrants  issued on
                  the  Closing  Date  registered  in such  name or  names as are
                  directed in the Subscription Agreements;

         (ii)     delivery of the Commission and the Broker Warrants; and

         (iii)    delivery to the Agent of copies of the certificates,  opinions
                  and other documents contemplated hereby.



5.       Representations, Warranties and Covenants of the Corporation

The Corporation  represents,  warrants and covenants to the Agent as of the date
hereof  and  as of the  Closing  Date,  which  representations,  warranties  and
covenants  shall  survive  the  Closing  for a  period  of  two  years  and  any
investigation made by the Agent, that:



(a)      the  Corporation  is a validly  existing  corporation  in good standing
         under the laws of the jurisdiction in which it is incorporated, and the
         Corporation has no subsidiaries;

(b)      the  Corporation is duly qualified and authorized to do business in the
         jurisdiction(s)  in which it carries  on  business  or to own  property
         where required under the laws of the  jurisdiction(s) in which any such
         property is located;

(c)      the  Corporation  is current with all material  filings  required to be
         made  under the laws of any  jurisdiction  in which it  carries  on any
         material  business,  and the  Corporation  has all necessary  licenses,
         leases, permits, authorizations and other approvals necessary to permit
         it to conduct its  business as  currently  conducted,  except where the
         failure  to have any such  license,  lease,  permit,  authorization  or
         approval would not have a material  adverse  effect on the  Corporation
         and its business;

(d)      the audited  financial  statements of the Corporation as at and for the
         year ended December 31, 2001 present fairly, in all material  respects,
         the  financial  position of the  Corporation  as at that date,  and the
         results of its operations and the changes in its financial position for
         the 12-month  period then ended in accordance  with generally  accepted
         accounting  principles,  and the unaudited financial  statements of the
         Corporation  as at and for the nine  months  ended  September  30, 2002
         present fairly, in all material respects, the financial position of the
         Corporation  as at that date, and the results of its operations and the
         changes in its financial position for the nine-month period then ended;
         since September 30, 2002,  there has been no material adverse

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         change in the business,  affairs or financial or other condition of the
         Corporation,  except  as  disclosed  in  the  notes  to  the  financial
         statements for the nine-month period then ended;

(e)      the  Corporation has all requisite power and authority to carry out its
         obligations under this Agreement,  the investor rights agreement in the
         form set  forth in  Appendix  II to the  Subscription  Agreement  ( the
         "Investor  Rights  Agreement"),  the  Preferred  Shares,  the Two  Year
         Warrants  and the Short Term  Warrants  (the Two Year  Warrants and the
         Short  Term  Warrants  collectively  referred  to  as  the  "Warrants")
         including  any  Preferred  Shares,  Two Year  Warrants  and Short  Term
         Warrants issued to the Agent in satisfaction or partial satisfaction of
         the Commission,  (hereinafter  referred to as the "Commission Preferred
         Shares"  and the Two Year  Warrants  and  Short  Term  Warrants  as the
         "Commission Warrants", respectively) and any Broker Warrants;

(f)      this  Agreement and the Investor  Rights  Agreement  have been, and the
         Preferred  Shares,  Warrants,  the  Commission  Preferred  Shares,  the
         Commission  Warrants  and the Broker  Warrants  will be on the  Closing
         Date,  duly  authorized,  executed and delivered by the Corporation and
         constitute  or on the Closing Date will  constitute,  legal,  valid and
         binding  obligations of the Corporation  enforceable in accordance with
         their terms except that: (i) the  enforcement  hereof or thereof may be
         limited  by  bankruptcy,  insolvency,  reorganization  and  other  laws
         affecting the enforcement of creditors' rights  generally,  (ii) rights
         of indemnity  thereunder may be limited under applicable law, and (iii)
         equitable remedies,  including without limitation specific  performance
         and injunctive relief, may be granted only in the discretion of a court
         of competent jurisdiction;

(g)      the Preferred  Shares  comprising  part of the Units and the Commission
         Preferred Shares  comprising part of any Commission Units are or on the
         Closing Date will be duly and validly  authorized  and, when issued and
         delivered  against payment  therefor,  will be duly and validly issued,
         fully  paid  and  non-assessable  shares  in the  capital  stock of the
         Corporation;

(h)      the Corporation will reserve a sufficient  number of Shares unissued as
         may  be  required  to be  issued  pursuant  to  the  conversion  of the
         Preferred  Shares and the Commission  Preferred Shares and the exercise
         of the Warrants comprising the Purchased Units, the Commission Warrants
         comprising  the  Commission  Units and the Broker  Warrants  and,  when
         issued and delivered upon such conversion or exercise, such Shares will
         be duly and validly issued as fully paid and  non-assessable  shares in
         the capital stock of the Corporation;

(i)      the  authorized  capital of the  Corporation  consists  of  100,000,000
         Common Shares and 5,000,000 shares of preferred  stock,  $.01 par value
         per share. Of the preferred stock,  500,000 shares have been designated
         as Series A Convertible  Preferred  Stock,  1,116,500  shares have been
         designated as Series B Convertible  Preferred Stock and, on or prior to
         the Closing  Date,  not more than 605,000  shares will be designated as
         Preferred  Shares. As of December 31, 2002, there are 16,759,316 Common
         Shares outstanding,  no shares of Series A Convertible  Preferred Stock
         outstanding,  1,112,500 shares of Series B Convertible  Preferred Stock
         outstanding and no shares of Preferred Shares outstanding. In addition,
         the Corporation has (i) outstanding a convertible note held by Dimotech
         Limited (the  "Convertible  Note") in the  principal  amount of

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         $40,000  which is  convertible,  at the  holder's  option,  into Common
         Shares at a price of $1.00  per  share or into any  class of  preferred
         shares at the price paid by the purchasers thereof; provided,  however,
         that if any such preferred  shares are  convertible  into Common Shares
         (as is the  case  with  the  Preferred  Shares),  the  holder  would be
         entitled to receive no more than the number of preferred  shares which,
         at the then existing  conversion rate, would convert into 40,000 Common
         Shares,  and  (ii)  outstanding  a  convertible  note  held by  Polymer
         Technology  Group,  Inc.  ("PTG") (the "PTG  Convertible  Note") in the
         principal  amount of  $70,000  which is  convertible,  at the  holder's
         option,  into  Common  Shares  at a price of $1.00  per share and (iii)
         available  for  issuance  pursuant to options  which have been  granted
         under its 1992 Stock Option Plan, 2000 Stock Option Plan and 2001 Stock
         Option Plan, an aggregate of approximately  9,400,000 Common Shares and
         outstanding   warrants  to  purchase  an  aggregate  of   approximately
         12,000,000 Common Shares;

(j)      the  Corporation  is not,  and at the Closing  Date will not be: (i) in
         breach or violation of any of the terms or provisions of, or in default
         under,  this  Agreement,  any  other  Subscription  Agreement  for  the
         purchase of Units,  the  Preferred  Shares,  the  Commission  Preferred
         Shares, the Warrants, the Commission Warrants, the Broker Warrants, any
         indenture,  mortgage, deed of trust or loan agreement,  other agreement
         (written or oral) or  instrument  to which it is a party or by which it
         is bound or to which any of its  property or assets is  subject,  which
         breach or  violation  or the  consequences  thereof  would result in an
         adverse material change to it or its business;  or (ii) in violation of
         the provisions of its articles, by-laws,  resolutions or any statute or
         any other rule or  regulation  of any court or  governmental  agency or
         body  having  jurisdiction  over  it or  any of  its  properties  which
         violation  or the  consequences  thereof  would  result  in a  material
         adverse change to it or its business;

(k)      the issue and sale of the  Units  and the  issue of  Preferred  Shares,
         Commission  Preferred Shares,  Warrants,  Commission  Warrants,  Broker
         Warrants,   any  Shares  on  the  conversion  of  Preferred  Shares  or
         Commission  Preferred  Shares or the exercise of  Warrants,  Commission
         Warrants or Broker Warrants and the performance and consummation of the
         transactions  contemplated herein will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, any indenture, mortgage, deed of trust, loan agreement
         or  other  agreement  (written  or  oral) or  instrument  to which  the
         Corporation  or any subsidiary is bound or to which any of the property
         or assets of the Corporation or any subsidiary is subject, which breach
         or violation  or the  consequences  thereof  would result in a material
         adverse change to the Corporation  and its business,  nor will any such
         action  conflict with or result in any  violation of the  provisions of
         the articles,  by-laws or resolutions of the Corporation or any statute
         or any order, rule or regulation of any court or governmental agency or
         body having  jurisdiction over the Corporation or any subsidiary or any
         of its properties  which  violation or the  consequences  thereof would
         result  in a  material  adverse  change  to  the  Corporation  and  its
         business;

(l)      the  Corporation  has  established  on its  books  reserves  which  are
         adequate  for the payment of all taxes not yet due and  payable;  there
         are no liens or  other  liabilities  for  taxes  on the  assets  of the
         Corporation except for taxes not yet due; there are no audits of any of
         the tax returns of the Corporation which are known by the Corporation's
         management to be pending and there are no claims which have been or may
         be  asserted  relating  to any such tax returns  which,  if  determined
         adversely, would result

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         in the assertion by any government or agency of any deficiency having a
         material  adverse effect on the  properties,  business or assets of the
         Corporation;

(m)      the Corporation has good and valid title to its properties,  leaseholds
         and assets, including without limitation the properties, leaseholds and
         assets reflected in the balance sheet as of September 30, 2002 referred
         to in clause  5(d)  above,  except  properties,  leaseholds  and assets
         disposed of since such date at fair market value in the ordinary course
         of business,  and has good title to all its leasehold estates,  in each
         case subject to no mortgage, pledge, lien, lease, encumbrance,  charge,
         rights of first refusal or options to purchase, whether or not relating
         to  extensions  of credit or the  borrowing  of  money,  other  than as
         disclosed  in such  balance  sheet  except as incurred in the  ordinary
         course of business since the date of such balance sheet,  and except in
         any event (i) for a security  interest  in the  Corporation's  tangible
         assets to secure  payment of the  Convertible  Note, and (ii) where the
         failure  to hold good title or the  existence  of a  mortgage,  pledge,
         lien, lease,  encumbrance,  charge, right of first refusal or option to
         purchase would not have a material adverse effect on the Corporation or
         its  business;  there exists no  condition  which  interferes  with the
         economic  value or use of such  properties  and assets and all tangible
         assets are in good working  condition  and repair  (subject to ordinary
         wear and tear) except where the existence of any such  condition  would
         not have a material adverse effect on the Corporation or its business;

(n)      the Corporation  owns, or has applied for registration of, all patents,
         trademarks,  service marks,  trade names, and copyrights  necessary for
         the  conduct of its  business,  except  where the  failure to so own or
         apply for registration  would not have a material adverse effect on the
         Corporation or its business; to the best of the knowledge,  information
         and belief of the Corporation none of the past or present activities of
         the Corporation or the products,  services or assets of the Corporation
         infringe or constitute an unauthorized use of any proprietary rights of
         others, and the Corporation has not received any notice of infringement
         of, or conflict  with,  asserted  rights of others with  respect to any
         patent,  trade-mark,  service  mark,  trade name,  or  copyright  that,
         individually  or in the  aggregate,  if the subject of an  unfavourable
         decision, ruling, or finding, would result in a material adverse change
         to the Corporation or its business;

(o)      the Corporation has taken  reasonable  measures to protect and preserve
         the  confidentiality  of  all  trade  secrets  and  other  non-patented
         proprietary   information  of  the   Corporation,   including   without
         limitation the  procurement of proprietary  invention  assignments  and
         non-disclosure   and   non-competition   agreements   from   employees,
         consultants,  subcontractors,  customers  and  other  persons  who have
         access to such information;

(p)      the  Corporation has filed all necessary  federal,  state and municipal
         property, income and franchise tax returns and has paid all taxes shown
         as due thereon or otherwise owed by it to any taxing  authority  except
         those  contested in good faith and for which  appropriate  amounts have
         been  reserved  in  accordance  with  generally   accepted   accounting
         principles;  there is no tax deficiency  which has been, or to the best
         of the knowledge,  information and belief of the Corporation  might be,
         asserted  against the  Corporation  which would  materially  affect the
         business or operations of the Corporation; the Corporation has paid all
         applicable federal and state payroll and withholding taxes;


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                                       7


(q)      there is no collective bargaining or other union agreement to which the
         Corporation  is a party or by which it is bound,  or which is currently
         being  negotiated;  the  Corporation  does  not  sponsor,  maintain  or
         contribute  to  any  pension,  retirement,  profit  sharing,  incentive
         compensation,  bonus or other employee benefit plan,  including without
         limitation any employee benefit plan covered by Title 4 of the Employee
         Retirement Income Security Act of 1974 ("ERISA") or any "multi-employer
         plan" as defined in Section  4001(a)(3) of ERISA, or any other employee
         benefit plan; to the best of the knowledge,  information  and belief of
         the  Corporation,  (i) no employee of the  Corporation is a party to or
         bound by any  agreement,  contract  or  commitment,  or  subject to any
         restrictions,  particularly  but without  limitation in connection with
         any previous  employment  of any such  person,  which would result in a
         material  adverse change to the Corporation and its business,  and (ii)
         no  senior  officer  has  any  present  intention  of  terminating  his
         employment  with the  Corporation,  and the  Corporation has no present
         intention of terminating any such employment;

(r)      there is no adverse claim, action,  proceeding or investigation pending
         or,  to the  knowledge,  information  and  belief  of the  Corporation,
         threatened,  which  questions  the validity of the issue or sale of the
         Units  or the  issue  of any  Preferred  Shares,  Commission  Preferred
         Shares, Warrants, Commission Warrants, Broker Warrants or any Shares on
         conversion of the Preferred  Shares or the Commission  Preferred Shares
         or exercise of the Warrants,  Commission Warrants or Broker Warrants or
         the validity of any action taken or to be taken by the  Corporation  in
         connection  with this  Agreement  or which would result in any material
         adverse  change in the  financial  condition,  results  of  operations,
         business or prospects of the Corporation;

(s)      the Corporation  will permit the Agent and its legal counsel to conduct
         all due diligence which the Agent may reasonably require; and

(t)      during the period  commencing  with the  engagement of the Agent on the
         date of this Agreement and ending on the Closing Date, the  Corporation
         will  inform  the  Agent  in  writing  of the full  particulars  of any
         material  change  (actual,  anticipated  or  threatened) in the assets,
         liabilities, business or the financial condition of the Corporation.


6.       Closing Conditions for the Benefit of the Agent

The  obligations of the Agent hereunder are subject to the  satisfaction,  on or
before the Closing Time, of the following conditions:

(a)      the  Corporation  shall  have  complied  with  all of  its  obligations
         hereunder;  the  representations  and  warranties  of  the  Corporation
         contained herein shall be true and correct in all material  respects on
         and as of the Closing  Date as if made on and as of the  Closing  Date;
         and the Agent shall have  received on the Closing  Date a  certificate,
         dated  as of the  Closing  Date  and  signed  by one or more  executive
         officers or directors of the  Corporation on behalf of the  Corporation
         and not in his or their personal capacity, to the foregoing effect;

(b)      the  Agent  shall  have  received  on and as of the  Closing  Date  the
         favourable  opinion of the Corporation's  legal counsel on such matters
         as the Agent may reasonably request, including:


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         (i)      the Corporation is incorporated and validly existing under the
                  laws of the  jurisdiction in which it is incorporated  and has
                  the  corporate  power and authority to conduct its business as
                  currently  conducted by it and to issue and sell the Preferred
                  Shares  and  Warrants  comprising  the Units,  any  Commission
                  Preferred  Shares  and  Commission   Warrants  comprising  the
                  Commission  Units  and  the  Broker  Warrants  (the  Preferred
                  Shares,  any  Commission  Preferred  Shares,   Warrants,   any
                  Commission  Warrants  and  the  Broker  Warrants  collectively
                  referred to as the  "Securities")  and to enter into and carry
                  out its  obligations  under this Agreement,  the  Subscription
                  Agreement, the Investor Rights Agreement, and the Securities;

         (ii)     as to the Corporation's  authorized and issued and outstanding
                  capital;

         (iii)    each  of  this  Agreement,  the  Subscription  Agreement,  the
                  Investor  Rights  Agreement and the  Securities  has been duly
                  authorized, executed and delivered by the Corporation and is a
                  legal,   valid  and  binding  obligation  of  the  Corporation
                  enforceable against it in accordance with its terms;

         (iv)     all  necessary  action  has been taken by the  Corporation  to
                  authorize  the issue of up to  550,000  Units and the issue to
                  the  Agent  of up to  55,000  Commission  Units  and a  Broker
                  Warrant   exercisable   for  up  to  550,000  Shares  and  the
                  Corporation  has sufficient  authorized but unissued Shares as
                  may  be  required  to be  issued  upon  the  exercise  of  the
                  Securities;

         (v)      the execution and delivery of this Agreement, the Subscription
                  Agreement and the Investor Rights Agreement and the completion
                  of the transactions contemplated hereby and thereby, the issue
                  of the Units and of any Commission  Units and Broker Warrants,
                  and the issue of the  Shares  issuable  upon  exercise  of the
                  Securities  do not  violate  or  constitute  a  breach  of any
                  provisions of the articles of  incorporation or by-laws of the
                  Corporation, any material contract or other material agreement
                  to which  it is a party  or by which it is bound  and of which
                  such counsel is aware, or any New York,  Delaware corporate or
                  United States law or regulation  (other than federal and state
                  Securities  or  "blue  sky"  laws,  as to which  such  counsel
                  expresses no opinion in this paragraph);

         (vi)     the  Preferred  Shares  comprising  part of the  Units and any
                  Commission  Preferred Shares comprising part of any Commission
                  Units have been duly and validly issued by the Corporation and
                  are outstanding as fully paid and non-assessable shares in the
                  capital  of the  Corporation  and  the  Shares  issuable  upon
                  exercise  of the  Warrants,  Commission  Warrants  and  Broker
                  Warrants  or  upon  conversion  of the  Preferred  Shares  and
                  Commission  Preferred  Shares will,  when issued in accordance
                  with the  respective  terms and  conditions  of the  Warrants,
                  Commission  Warrants,  Broker  Warrants,  Preferred Shares and
                  Commission  Preferred  Shares, be validly issued as fully paid
                  and non-assessable shares in the capital of the Corporation;

         (vii)    the   certificates   representing  the  Preferred  Shares  and
                  Warrants  comprising  part of the  Units  and  any  Commission
                  Preferred  Shares and Commission  Warrants  comprising part of
                  the  Commission  Units and  Broker  Warrants  comply  with

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                                       9


                  the requirements of the state laws and any federal laws of the
                  United  States   applicable  to  the   Corporation   and  such
                  certificates  have  been  duly and  properly  approved  by the
                  directors of the Corporation;

         (viii)   the  exemption  from  any  consent,  approval,  authorization,
                  order,  registration,  filing or  qualification of or with any
                  governmental  authority  of the United  States (or New York or
                  Delaware  corporate  authority)  (other than federal and state
                  securities  or  "blue  sky"  laws,  as to which  such  counsel
                  expresses  no  opinion  in  this   paragraph)  for  the  valid
                  authorization,  issue,  sale and  delivery  of the  Units  and
                  Shares issuable upon exercise of Warrants, Commission Warrants
                  and  Broker  Warrants  and upon the  conversion  of  Preferred
                  Shares  and  Commission  Preferred  Shares  and the  issue and
                  delivery of any Commission Units and Broker Warrants; and

         (ix)     the  exemption  from  registration  of  the  issuance  of  the
                  Securities  (including  the underlying  securities)  under the
                  terms  contemplated  by the  Subscription  Agreement  and  the
                  Agency Agreement.

         In  giving  the  opinions  contemplated  above,  legal  counsel  to the
         Corporation shall be entitled to rely, where appropriate, upon opinions
         of  local  counsel  and,  as to  matters  of  fact,  to rely  upon  the
         representations and warranties of Purchasers  contained in the executed
         Subscription  Agreements,  a  certificate  of fact  of the  Corporation
         signed by those  officers in a position to have knowledge of such facts
         and their accuracy, and certificates of such public officials and other
         persons as are  necessary  or  desirable,  and may  qualify its opinion
         described  in (iii) above with respect to (1)  bankruptcy,  insolvency,
         reorganization  and other laws affecting the  enforcement of creditors'
         rights  generally and (2) limitations on the  availability of equitable
         remedies  such as  specific  performance,  and its  opinion may include
         other reasonable and standard opinion qualifications;

(c)      the Agent shall have received copies of the Subscription  Agreement and
         the Investor Rights Agreement executed by the Corporation;

(d)      the Agent  shall have  received  such other  agreements,  certificates,
         opinions or documents as the Agent may reasonably request; and

(e)      the  fulfilment,  to the  reasonable  satisfaction  of counsel  for the
         Agent,  of all legal  requirements  to permit the offer and sale of the
         Units and the issue of any Commission  Units and Broker Warrants to the
         Agent.

The  foregoing  conditions  are included for the benefit of the Agent and may be
waived in writing by the Agent, in whole or in part.

Notwithstanding  anything contained in this Agreement,  the Agent may by written
notice to the  Corporation  terminate  this  Agreement  at any time  before  the
Closing  Time if, in the  opinion  of the  Agent,  there  shall have been such a
change in national or international financial,  political or economic conditions
or currency  exchange rates or exchange controls as would in its reasonable view
be likely to prejudice materially the success of the Offering or distribution of
the Units or if the Agent is not  reasonably  satisfied  with the results of its
due  diligence  review of the  Corporation  and,  upon notice being  given,  the
parties to this

<PAGE>
                                       10


Agreement  shall (except for the liability of the Corporation in
relation  to  expenses  as  provided  in section 8 and except for any  liability
arising  before or in relation to such  termination)  be released and discharged
from their respective obligations under this Agreement.


7.       Confidentiality

The Agent  agrees  that it will not  disclose  the terms of the  Offering or any
information it may have acquired from the Corporation in the course of executing
this  Agency   Agreement  which  the  Corporation  has  identified  as  material
non-public  information,  except  to the  extent  (i) that  such  terms or other
information  becomes generally  available to the public other than by disclosure
in violation of this Agency  Agreement,  (ii) that such information was properly
within the Agent's possession prior to being furnished by the Corporation, (iii)
that such  information  becomes  available  to the  Agent on a  non-confidential
basis,  such as  through  disclosure  by third  parties  who  have the  right to
disclose the information,  and (iv) compelled by judicial process, provided that
in the event of  compulsion  by  judicial  process  the Agent  will  inform  the
Corporation  promptly upon its receipt of notice of judicial process  compelling
such disclosure.

8.       Expenses

In further  consideration of the agreement with the Agent herein contained,  the
Corporation  covenants and agrees to reimburse the Agent,  regardless of whether
the  Offering  is  completed,  for the  Agent's  reasonable  fees  and  expenses
including  (without  limitation)  reasonable  fees and expenses of Agent's legal
counsel,  due  diligence  expenses,  travel  expenses and  expenses  incurred in
connection with the holding of roadshows,  investor  meetings and  presentations
and printing and preparation of any offering  documents and marketing  materials
(collectively the "Expenses").  Other than Agent's legal expenses,  the Expenses
shall not exceed $1,500, in the aggregate, without the prior written approval of
the  Corporation..  The  Corporation  shall not be responsible for Agent's legal
expenses in excess of $15,000  (the "Cap").  The  Corporation  acknowledges  and
agrees that the Cap has been set based on the parties' joint  expectation of the
amount of work  involved to complete  the Offering  (based on, for  example,  an
existing  set  of  negotiated   documents  for  an  earlier  financing  for  the
Corporation  in which  the  Agent  participated),  and the  Corporation  further
acknowledges  and agrees that in the event of unforeseen  circumstances or delay
in closing the Offering  resulting in the greater than anticipated  workload for
the Agent's legal  counsel,  it will in good faith consider and discuss with the
Agent the  reimbursement  by the Corporation of such legal counsel's  reasonable
fees and expenses in excess of the Cap. Expenses incurred up to the Closing Date
shall be reimbursed, upon submission to the Corporation of invoices, receipts or
similar proof of  expenditure,  at the Closing Time and, with the  Corporation's
approval, may be deducted by the Agent from the proceeds of sale at the Closing.
Expenses incurred after the Closing Date shall be reimbursed, upon submission to
the Corporation of invoices, receipts or similar proof of expenditure, forthwith
following  the delivery to the  Corporation  of accounts in respect  thereof and
will be reimbursed by the Corporation upon its approval.


9.       Indemnification

(a)      The  Corporation  agrees to indemnify  and hold  harmless the Agent and
         Clubb Capital Ltd. and their respective directors,  officers, employees
         and agents from and against

<PAGE>
                                       11


         any and all losses,  claims,  damages and liabilities arising out of or
         in relation to or in connection  with any breach or  non-compliance  by
         the Corporation of or with any of its covenants or representations  and
         warranties  herein,  provided that the Corporation  shall not be liable
         under this section to the extent that any such loss,  claim,  liability
         or damage  arises  out of or is based upon a breach by the Agent of the
         obligations  and  agreements  set forth in section 2 hereof or Schedule
         "A" attached hereto.

(b)      In case any proceeding (including any governmental investigation) shall
         be  instituted  involving  any  indemnified  party in  respect of which
         indemnity may be sought pursuant to the preceding paragraph, such party
         shall promptly notify the Corporation in writing,  and the Corporation,
         upon  the  request  of such  party,  shall  retain  counsel  reasonably
         satisfactory  to such party to represent  such party and any others the
         Corporation may designate in such proceeding and shall pay the fees and
         expenses of such counsel related to such proceeding.

(c)      In any such proceeding,  such indemnified party shall have the right to
         retain its own counsel, but the fees and expenses of such counsel shall
         be at the  expense of such party  unless (i) the  Corporation  and such
         party shall have  mutually  agreed to the  retention of such counsel or
         (ii) the named parties to any such proceeding  (including any impleaded
         parties) include the Corporation and such party and  representation  of
         both  parties  by the same  counsel is not  appropriate  as a result of
         differing  interests  between them. The Corporation shall not be liable
         for any  settlement  of any  proceeding  effected  without  its written
         consent,  but if  settled  with  such  consent  or if  there be a final
         judgment or determination in respect of which the indemnity referred to
         in this section 9 is claimed,  the Corporation agrees to indemnify such
         party  from  and  against  any  loss or  liability  by  reason  of such
         settlement, judgment or determination.

10.      Notices, etc.

All notices  hereunder may be hand  delivered or given by facsimile or any other
means of instantaneous  written communication to such respective party hereto as
follows (or at such other  address as may  hereafter be  communicated  by either
party hereto to the other party):

         If to the Agent:

                  Clubb BioCapital Limited
                  2 Physic Place
                  London  SW3 4HQ
                  England

                  Attention:    Joerg Gruber

                  Telephone:    44-20-7349-3101
                  Facsimile:    44-20-7349-3140


<PAGE>
                                       12


         With a copy to:

                  Blake, Cassels & Graydon LLP
                  199 Bay Street, Commerce Court West
                  Toronto, ON  M5L 1A9
                  Canada

                  Attention:   John A. Kolada

                  Telephone:   (416) 863-4171
                  Facsimile:   (416) 863-2653

         If to the Corporation:

                  Life Medical Sciences, Inc.
                  P.O. Box 219
                  Little Silver, NJ  07739
                  U.S.A

                  Attention:   Robert P. Hickey
                               - Chairman, President and Chief Executive Officer

                  Telephone:   732-728-1769
                  Facsimile:   732-728-1769

         With a copy to:       Ehrenreich, Eilenberg & Krause LLP
                               11East 44th Street, 17th Floor
                               New York, NY 10017

                  Attention:   Keith Moskowitz

                  Telephone:   212-986-9700
                  Facsimile:   212-986-2399

11.       Counterparts

This  Agreement may be signed and delivered in  counterparts,  and by facsimile,
with the same effect as if the signatures  thereto and hereto were upon the same
instrument and delivered in person.

12.       Survival

All representations, covenants, undertakings and indemnities herein will survive
for a period of two years following each and every Closing Date, notwithstanding
the  completion  of  the  transactions   contemplated  hereby  and  shall  apply
regardless of any investigation made by or on behalf of any indemnified party.


<PAGE>
                                       13


13.       Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
the  State of New York and the  federal  laws of the  United  States  applicable
therein.  The courts of the State of New York shall have exclusive  jurisdiction
to entertain any action in respect of this Agreement.

14.       Time

Time is of the essence of this Agreement.

15.       Entire Agreement

This Agreement  constitutes the entire agreement between the parties  pertaining
to the subject matter of this  Agreement and  supersedes  all prior  agreements,
understandings, negotiations and discussions, whether oral or written. There are
no  conditions,  warranties,  representations  or other  agreements  between the
parties in connection with the subject matter of this Agreement (whether oral or
written, express or implied,  statutory or otherwise) except as specifically set
out in this Agreement.

16.       Miscellaneous

This  Agreement  shall  enure  to the  benefit  of,  and be  binding  upon,  the
successors of the Corporation and the Agent.


                                              Yours sincerely,

                                              CLUBB BIOCAPITAL LIMITED


                                              By:
                                                 -------------------------------



Accepted and agreed as of the            day of  _________________, 2003.
                              ----------


LIFE MEDICAL SCIENCES, INC.


By:
    -----------------------------------
    Robert P. Hickey
    Chairman, President and Chief Executive Officer


<PAGE>

                                  Schedule "A"

                  Restrictions on Offers and Sales of the Units

1. The Agent  represents  and agrees  that:  (i) it has not offered or sold and,
prior to the expiry of the period of six months after the Closing Date, will not
offer or sell any Units to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments  (as  principal  or agent) for the purposes of their  businesses  or
otherwise  in  circumstances  which have not  resulted and will not result in an
offer to the  public in the  United  Kingdom  within  the  meaning of the Public
Offers of Securities Regulations 1995, (ii) it has complied and will comply with
all  applicable  provisions of the  Financial  Services Act 1986 with respect to
anything done by it in relation to the Units in, from or otherwise involving the
United Kingdom, and (iii) it has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with the
issue of the Units to a person who is of a kind  described  in Article  11(3) of
the Financial Services Act 1986 (Investment  Advertisements)  (Exemptions) Order
1995 or is a person to whom such  document may  otherwise  lawfully be issued or
passed  on;  and (iv) it has  complied  and  will  comply  with  all  applicable
securities laws in the United Kingdom and elsewhere in Europe in connection with
the Offering.

2. The Agent  acknowledges  that the Units and the Shares issuable upon exercise
of the Warrants  (collectively the  "Securities")  have not been and will not be
registered  under the 1933 Act and may not be offered or sold  within the United
States or to, or for the account or benefit of, U.S. Persons (as defined in Rule
902(o)  of  Regulation  S  promulgated  under  the  Securities  Act)  except  in
accordance  with  Regulation  S  under  the  Securities  Act or  pursuant  to an
exemption from the registration requirements of the Securities Act.

3. Terms with  initial  capital  letters  used but not defined in this  Schedule
shall  have the  meanings  given to them in the Agency  Agreement  to which this
Schedule is attached.



<PAGE>

                                  Schedule "B"

                           List of Excluded Investors

                              As of January 9, 2003


 1. Alan Goodman
 2. New Enterprise Associates
 3. SAE
 4. emedsecurities
 5. Oscar Gruss & Co.
 6. Dominick & Dominick
 7. Dechert Price & Rhoads and Allan Bloom
 8. Frank Ruderman
 9. David Crook
10. Jean-Louis Pourny
11. Steve Seiler and Elan
12. Schroder Ventures
13. Tom Rosse
14. Sage Group
15. AIG Investors, NY, NY
16. Aura Investments, Tel Aviv, Israel
17. Axiom Partner, Hartford, CT
18. BioCapital, Montreal, Canada
19. CB Health Ventures, Boston, MA
20. Clarion Capital, Cleveland, OH
21. CPRUS (LibertyView Capital), Jersey City, NJ
22. DCF Capital, Boston, MA
23. EGS Partners, NY, NY
24. Emerald Ventures, Lancaster, PA
25. Hudson Partners, NY, NY
26. Innovative Technology Partner, LA, CA
27. MedCapital, Morristown, NJ
28. Medica Venture Partners, NY, NY

<PAGE>

                                       2

29. Micro Capital, Darien, CT
30. Palladin Investors, Maplewood, NJ
31. Penney Lane Partners, Princeton, NJ
32. Perseus - Soros, NY, NY
33. Radius Ventures, NY, NY
34. Trillium Medical Ventures, NY, NY
35. Versant Ventures, Newport Beach, CA
36. Warburg Pincus, NY, NY
37. TL Ventures, Philadelphia, PA
38. AMT Ventures, Gulf Breeze, FL
39. Dorado Fund LP-1, Coconut Grove, FL
40. A.M. Pappas & Co, Research Triangle Park, NC
41. Key Capital Corp, Cleveland, OH
42. Israel Infinity Fund, NY, NY
43. Cardinal Health Ventures, Princeton, NJ
44. Foresight Ventures (A. Patrickoff), NY, NY
45. Essex Woodlands, Irvine, Ca
46. KBL Health Venture, NY, NY
47. Johnston & Associates, Princeton, NJ
48. Vertical Group, Summit, NJ
49. Javlin Partners, Mobil AL
50. Rosse Enterprises. Boston, MA
51. Connexus Financial Partners, Bridgewater Township, NJ
52. Early Stage Enterprises, Princeton, NJ
53. Dimotech Limited
54. Schweizerische Gesellschaft fur Aktienhandel und Research AG


<PAGE>



                                  Schedule "C"

                             SUBSCRIPTION AGREEMENT
                             (European Subscribers)
<PAGE>