Exhibit 10.35

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE UNDERLYING
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN APPLICABLE
EXEMPTION THEREFROM.

                           LIFE MEDICAL SCIENCES, INC.

                    6.5% CONVERTIBLE SECURED PROMISSORY NOTE

            Date of Issuance: As of August 6, 2001       $40,000.00

      SECTION 1. General.

            Life Medical Sciences, Inc., a Delaware corporation (the "Company"),
for value received, promises to pay to the order of Dimotech Ltd., a company
organized and existing under the laws of the State of Israel ("Dimotech"), or
its permitted assigns (Dimotech or such permitted assigns, the "Holder"), the
sum of FORTY THOUSAND DOLLARS ($40,000.00), plus simple interest thereon from
the Date of Issuance until paid at an annual interest rate, calculated on the
basis of a 365 day year, equal to 6.5%. The principal hereof, and accrued and
unpaid interest thereon, shall be payable by mail to the registered address of
the Holder on the date which is the fifth anniversary of the Date of Issuance
(the "Maturity Date"). Interest shall be payable quarterly in arrears within 10
business days after the end of each calendar quarter during the term of this
Note, commencing with the calendar quarter ending December 31, 2001.
Notwithstanding the foregoing, no payment of principal or interest shall be
required to the extent that such principal and interest is or has been converted
into equity securities of the Company pursuant to the terms hereof.

      This Note has been issued pursuant to the terms of an Application for an
Agreed Judgment among Dimotech Ltd., the Plaintiff, and Robert P. Hickey and
Life Medical Sciences, Inc., the Defendants, Civil Case No. 19649/00, in the
Magistrate Court of Haifa, Israel, which Application was approved by the Court
on the Date of Issuance (the "Application"). The Application is incorporated
herein by reference. To the extent of any inconsistency between the provisions
of the Application and the provisions of this Note, the provisions of this Note
shall control.

      Certain capitalized terms used herein are defined in Section 9 hereof.
<PAGE>

      SECTION 2. Conversion of Note.

      2A. Conversion. So long as this Note is outstanding (the "Exercise
Period") at any time and from time to time, the Holder may convert all or any
portion of the outstanding principal hereof and accrued and unpaid interest
thereon (the "Debt"), into a number of shares of Common Stock (including any
fraction of a share) computed by dividing the portion of the Debt to be
converted by the Conversion Price (defined in Section 3 below) then in effect.
At the time of any conversion of the Debt or a portion thereof, the rights of
the Holder with respect to such portion of the Debt so converted shall cease and
the Holder so converting shall be deemed to have become the record holder of the
shares of Common Stock issuable upon such conversion.

      Notwithstanding the foregoing or anything to the contrary contained
herein, in the event the Company shall have outstanding at the Conversion Time
any class of stock ranking senior to the Common Stock upon liquidation,
dissolution or winding up ("Liquidation") of the Company (a "Senior Preferred"),
then upon any conversion of Debt (but in this case only principal shall be
convertible and interest shall be paid in cash) by the Holder hereunder, the
Holder shall have the right to acquire, in lieu of Common Stock and to the
extent then available from the Company's authorized capital stock, the Senior
Preferred or if there are then more than one class of Senior Preferred
outstanding, the Senior Preferred having the highest priority upon Liquidation.
The number of shares of such Senior Preferred which the Holder shall have the
right to so acquire shall be equal to the principal amount of the Debt being
converted divided by the price per share of such Senior Preferred (adjusted for
stock splits and the like, if any), paid by the purchasers thereof (without
allocating any portion of the purchase price allocated to warrants, if any,
issued together with the Senior Preferred in the form of units); provided,
however, that if the Senior Preferred is convertible into Common Stock, then the
Holder shall be entitled to receive, upon such conversion, no more than a number
of Senior Preferred shares which, at the then existing conversion rate, would
convert into 40,000 shares of Common Stock (adjusted for stock splits and the
like).

      2B. Conversion Procedure. (i) Except as otherwise provided herein, each
conversion of the Debt or a portion thereof shall be deemed to have occurred
when all of the following items have been delivered to the Company during the
Exercise Period (the "Conversion Time"):

      (a) a completed Conversion Agreement, in the form set forth in Exhibit A
hereto and as described in Section 2C below, executed by the Holder;

      (b) this Note; and

      (c) if the Holder is not Dimotech, an Assignment or Assignments in the
form set forth in Exhibit B hereto evidencing the assignment of this Note to the
Holder;

      (ii) Certificates for shares of Common Stock issuable by reason of such
conversion shall be delivered by the Company to the Holder promptly after the
date of the Conversion Time together with any cash payable in lieu of a fraction
of a share pursuant to Section 14 hereof. Unless this Note has been paid or
converted in full, the Company shall prepare a new Note, substantially identical
hereto, representing the portion of the Debt not being converted or paid


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<PAGE>

and shall promptly deliver such new Note to the person designated for delivery
in the Conversion Agreement.

      (iii) The shares of Common Stock issuable upon the conversion of the Debt
or a portion thereof shall be deemed to have been issued to the Holder at the
Conversion Time, and the Holder shall be deemed for all purposes to have become
the registered holder of such shares at the Conversion Time.

      (iv) The Company shall not close its books against the transfer of this
Note or of any shares of Common Stock issued or issuable upon the conversion of
the Debt or a portion thereof in any manner which interferes with the timely
exercise of the conversion rights under this Note.

      (v) The Company shall at all times reserve and keep available out of its
authorized but unissued Common Stock solely for the purpose of issuance upon the
conversion of this Note, the maximum number of shares of Common Stock issuable
upon the conversion of this Note. All shares which are so issuable shall, when
issued, be duly and validly issued, fully paid and non-assessable and free from
all taxes, liens and charges. The Company shall not take any action which would
cause the number of authorized but unissued shares of Common Stock to be less
than the number of such shares required to be reserved hereunder for issuance
upon conversion of this Note.

      2C. Conversion Agreement. Upon any conversion under this Note, the Holder
shall deliver to the Company a Conversion Agreement in substantially the form
set forth in Exhibit A hereto, except that if the shares issuable upon such
conversion are not to be issued in the name of the Holder, the Conversion
Agreement shall also state the name of the person to whom the certificates for
such shares are to be issued, and if the number of such shares to be issued does
not include all of the shares of Common Stock issuable hereunder, it shall also
state the name of the person to whom a new Note is to be issued.

      SECTION 3. Adjustment of Conversion Price and Number of Shares.

      The initial Conversion Price shall be $1.00. In order to prevent dilution
of the conversion rights granted under this Note, the initial Conversion Price
shall be subject to adjustment from time to time (as so adjusted, the
"Conversion Price") as provided in this Section 3.

      3A. Subdivision or Combination of Common Stock. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and if the Company at any time
combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

      3B. Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company's assets or other transaction in each
case which is effected in such a way that holders of Common Stock are entitled
to receive (either directly or upon subsequent liquidation)


                                       3
<PAGE>

stock, securities or assets with respect to or in exchange for Common Stock is
referred to herein as an "Organic Change". Prior to the consummation of any
Organic Change, the Company shall make appropriate provision (in form and
substance satisfactory to the Holder) to ensure that the Holder shall thereafter
have the right to acquire and receive upon conversion hereof, in lieu of or
addition to (as the case may be) the shares of Common Stock immediately
theretofore acquirable and receivable upon conversion hereunder, such shares of
stock, securities or assets as such Holder would have received in connection
with such Organic Change if such holder had converted this Note immediately
prior to such Organic Change. In each such case, the Company shall also make
appropriate provision (in form and substance satisfactory to the Holder) to
insure that the provisions of this Section 3 hereof shall thereafter be
applicable to this Note (including, in the case of any such Organic Change in
which the successor entity or purchasing entity is other than the Company, an
immediate adjustment of the Conversion Price to the value for the Common Stock
reflected by the terms of such Organic Change and a corresponding immediate
adjustment in the number of shares of Common Stock acquirable and receivable
upon conversion under this Note, if the value so reflected is less than the
Conversion Price in effect immediately prior to such Organic Change).

      3C. Notices. (i) Promptly after any adjustment of the Conversion Price,
the Company shall give written notice thereof to the Holder, setting forth in
reasonable detail and certifying the calculation of such adjustment. (ii) The
Company shall give written notice to the Holder at least 10 days prior to the
date on which the Company closes its books or takes a record (a) with respect to
any dividend or distribution upon its Common Stock, (b) with respect to any pro
rata subscription offer to holders of Common Stock or (c) for determining rights
to vote with respect to any Organic Change, dissolution or liquidation. (iii)
The Company shall also give written notice to the Holder at least 10 days prior
to the date on which any Organic Change, dissolution or liquidation shall take
place.

      SECTION 4. Prepayment.

      The Company shall have the right to prepay, without penalty, at any time
or times after the date hereof, upon not less than five (5) days' prior written
notice to the Holder, all or any portion of the outstanding principal balance of
this Note, together with interest on the principal amount prepaid accrued to the
date of prepayment. Notwithstanding the giving of any prepayment notice
hereunder, the Holder shall continue to have the right to convert this Note into
common stock of the Company in accordance with Section 2 hereof, including with
respect to the principal and accrued interest being prepaid until such
prepayment is actually made.

      SECTION 5. Security Interest.

      To secure payment of the principal amount of this Note, the Company grants
and pledges to the Holder a security interest in all of the Company's right,
title and interest in, to and under the collateral set forth on Exhibit C
hereto, including without limitation all proceeds thereof (the "Collateral").


                                       4
<PAGE>

      SECTION 6. No Voting Rights; Limitations of Liability.

      This Note shall not entitle the Holder hereof to any voting rights or
other rights as a stockholder of the Company. No provision hereof, in the
absence of affirmative action by the Holder to acquire shares of Common Stock,
and no enumeration herein of the rights or privileges of the Holder shall give
rise to any liability of such Holder for the Conversion Price of shares of
Common Stock acquirable by conversion hereof or as a stockholder of the Company.

      SECTION 7. Transferability.

      Subject to the transfer conditions referred to in the legend endorsed
hereon and applicable securities laws, this Note and all rights hereunder are
transferable, in whole or in part, without charge to the Holder, upon surrender
of this Note with a properly executed Assignment (in the form of Exhibit A
hereto) at the principal office of the Company, but only with the prior written
consent of the Company, such consent not to be unreasonably withheld, provided,
however, that no such consent shall be required if any such transfer is to an
Affiliate of Dimotech.

      SECTION 8. Note Exchangeable for Different Denominations.

      This Note is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for new Notes of like tenor representing in the
aggregate Debt hereunder, and each of such new Notes shall represent such
portion of Debt as is designated by the Holder at the time of such surrender. At
the request of the Holder (pursuant to a transfer of Notes or otherwise), this
Note may be exchanged for one or more Notes. The "Date of Issuance" of this Note
shall be August 6, 2001 regardless of the number of times new Notes shall be
issued. All Notes representing portions of the rights hereunder are referred to
herein as the "Notes."

      SECTION 9. Definitions.

      The following terms have the meanings set forth below:

      "Common Stock" means the Company's Common Stock, $.001 par value per
share, or any securities into which such Common Stock is hereafter converted or
exchanged.

      "Fair Market Value" of any security means the average of the closing
prices of such security's sales on all securities exchanges on which such
security may at the time be listed or as reported on the NASDAQ National Market,
or, if there has been no sales on any such exchange or reported on the NASDAQ
National Market on any day, the average of the highest bid and lowest asked
prices on all such exchanges or reported at the end of such day, or, if on any
day such security is not so listed or included in the NASDAQ National Market,
the average of the representative bid and asked prices quoted in the NASDAQ
Stock Market as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the NASDAQ Stock Market, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of 11 days consisting of
the day as of which "Fair Market Value" is being determined and the 10
consecutive business days prior to such day. If at any time such security is not
listed on any securities exchange or quoted in the NASDAQ National Market, the
NASDAQ Stock Market or the over-the-counter market, the


                                       5
<PAGE>

"Fair Market Value" shall be determined in good faith by the Board of Directors
of the Company, whose determination shall be binding upon the Holder.

      SECTION 10. Replacement.

      Upon receipt of evidence reasonably satisfactory to the Company (an
affidavit of the Holder shall be satisfactory) of the ownership and the loss,
theft, destruction or mutilation of any certificate evidencing this Note, and in
the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Company, or, in the case of any such mutilation
upon surrender of such certificate, the Company shall execute and deliver in
lieu of such certificate a new certificate of like kind representing the same
rights represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.

      SECTION 11. Defaults.

      The Holder may by a notice in writing to the Company declare the entire
unpaid principal and accrued interest on this Note immediately due and payable,
without presentment, demand, protest or other formalities of any kind, all of
which are hereby expressly waived by the Company, if any of the following events
(each, an "Event of Default") shall occur:

      (i) Failure to make payment of principal of the Note and accrued interest
thereon when due; or

      (ii) The institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it under applicable federal or state law, or the
consent by it to, or acquiescence in, the filing of any such petition or the
appointment of a receiver, liquidator, assignee, trustee, or other similar
official, of the Company, or of any substantial part of its property; or

      (iii) Within 90 days after the commencement of proceedings against the
Company seeking any bankruptcy, insolvency, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such action shall
not have been dismissed or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or the stay of any such order
or proceedings shall thereafter be set aside, or, within 90 days after the
appointment without the consent or acquiescence of the Company of any trustee,
receiver or liquidator of the Company or of all or any substantial part of the
properties of the Company, such appointment shall not have been vacated; or

      Upon the occurrence of an Event of Default for failure to pay interest
when due, the Company shall be obligated to pay to the Holder, upon request and
in addition to principal and interest otherwise then owing hereunder, an amount
in cash equal to 20% of the then outstanding principal amount of the Note. Upon
the occurrence of an Event of Default for failure to pay the principal amount of
this Note when due, the Company shall be obligated to pay to the Holder, upon
request and in addition to the principal and interest otherwise due hereunder,
an amount in cash equal to $10,000. The foregoing rights of the Holder upon the
occurrence of an Event of Default shall be in addition to any other rights of
the Holder at law or in equity, including,


                                       6
<PAGE>

without limitation, rights of the Holder as a secured party to proceed against
the Collateral under the Uniform Commercial Code as adopted in the State of New
York.

      SECTION 12. Notices.

      Except as otherwise expressly provided herein, all notices referred to
herein shall be in writing and shall be delivered by registered or certified
mail, return receipt requested, postage prepaid and will be deemed to have been
given when so mailed (i) to the Company, at its principal executive offices and
(ii) to the Holder, at such Holder's address as it appears in the records of the
Company (unless otherwise indicated by such Holder).

      SECTION 13. Amendment and Waiver.

      No amendment, modification or waiver will be binding or effective with
respect to any provision of this Note without the prior written consent of the
party to be charged.

      SECTION 14. Fractions of Shares.

      If any fractional interest in a Conversion Share would, except for the
provisions of this subparagraph, be delivered upon any conversion under of this
Note, at the request of the Holder the Company, in lieu of delivering the
fractional share therefor, shall pay an amount to the Holder thereof equal to
the Fair Market Value of such fractional interest as of the date of conversion.

      SECTION 15. Miscellaneous.

      (i) This Note may only be transferred in compliance with applicable state
and federal laws. All rights and obligations of the Company and the Holder shall
be binding upon and benefit the successors, assigns, heirs, and administrators
of the parties.

      (ii) The descriptive headings of the several Sections and paragraphs of
this Note are inserted for convenience only and do not constitute a part of this
Note. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS NOTE SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. This Note shall be governed by the laws of the State of New
York applicable to contracts between New York residents wholly to be performed
in New York.

      (iii) If any payment is required to be made hereunder on a day on which
businesses are not generally open for business in the State of New Jersey, then
such payment shall be required to be made on the next succeeding day on which
business are generally open for business in such State.


                                       7
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Note to be signed
and attested by its duly authorized officers under its corporate seal and to be
dated as of the date hereof.

                                         LIFE MEDICAL SCIENCES, INC.


                                         By: /s/ ROBERT P. HICKEY
                                            ------------------------------------
                                            Name: Robert P. Hickey
                                              Title:  Chairman, President & CEO

Acknowledged and Agreed:

DIMOTECH, LTD.


By:
   --------------------------
      Name:
      Title:


                                       8
<PAGE>

                                    EXHIBIT A

                              Conversion Agreement

      The undersigned irrevocably elects to convert $___________ of the
principal amount of, and accrued but unpaid interest on, the 6.5% Convertible
Secured Promissory Note (the "Note") into _________ shares of Common Stock (the
"Common Stock") of Dimotech Ltd. (the "Company") according to the conditions set
forth in the Note as of the date written below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. No fee will be charged to the
Holder for any conversion, except for transfer taxes, if any.

      The undersigned represents and warrants that the undersigned is an
"accredited investor" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and that the undersigned is acquiring the
Securities for its own account. The undersigned represents and warrants that all
offers and sales by the undersigned of the shares of Common Stock issuable upon
conversion shall be made pursuant to the registration of such shares of Common
Stock under the Securities Act of 1933, as amended, or pursuant to an exemption
from registration under such Act.

Date of conversion:_________________

Signature:__________________________

Name:_______________________________

Address:____________________________

        ____________________________

        ____________________________


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<PAGE>

                                    EXHIBIT B

                                 Assignment Form


      To assign the Note, fill in the form below:

      (I) or (We) assign and transfer the Note to:


                 (Insert Assignee's Soc. Sec. Or Tax I.D. No.)


             (Print or type assignee's name, address and zip code)


and irrevocably appoint ________________________________________________________
to transfer the Note on the books of the Company. The agent may substitute
another to act for him/her.

Date:_________________________  Your Signature:_________________________________
                                (Sign exactly as your name appears on the other
                                side of the Note)


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<PAGE>

                                    EXHIBIT C

                            Description of Collateral

The collateral consists of all of the Company's right, title, and interest in
and to the following:

      All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), tangible personal property, and any interest in any of the
foregoing, and all attachments, accessories, accessions, replacements,
substitutions, additions, and improvements to any of the foregoing, wherever
located.

      All inventory, now owned or hereafter acquired, including, without
limitation, all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products including such
inventory as is temporarily out of the Company's custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance proceeds, resulting from the sale or disposition of any of the
foregoing and any documents of title representing any of the above.

      All now existing and hereafter arising accounts, contract rights,
royalties, license rights, and all other forms of obligations owing to Company
arising out of the sale or lease of goods, the licensing of technology or the
rendering of services by Company, whether or not earned by performance, and any
and all credit insurance, guaranties, and other security therefor, as well as
all merchandise returned to or reclaimed by Company.

      All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, certificates of deposit, instruments and chattel paper now
owned or hereafter acquired and the Company's books relating to the foregoing.


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