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                                                                   Exhibit 10.51

                              LETTER OF AGREEMENT

                                                                         4/22/98

1.  CP&S will provide the following services under the Food and Drug
    Administration QSR guidelines:

    Raw material purchasing, receipt and approval based on Life Medical
    Sciences specifications (to be provided), product assembly and release per
    Life Medical Sciences specifications (to be provided), maintaining
    manufacturing and quality records and documentation, inventory management
    and pick and ship distribution.

2.  Product Pricing per product quotation. Prices are FOB CP&S. Pricing will be
    re-negotiated annually to respond to changes in labor and overhead costs.
    Changes in specifications and/or requirements could result in an immediate
    price increase.

3.  The initial term of this AGREEMENT is one year. The AGREEMENT is
    "evergreen", which means it will automatically be renewed annually unless
    terminated by either party with a four months advance notice.

4.  CP&S will invoice Life Medical Sciences for assembly cost (raw materials,
    labor, sales unit packaging and administrative cost reimbursement per item
    #12) upon product assembly. CP&S will invoice Life Medical Sciences for 
    pick-n-ship cost (accessories [e.g. box of net or roll of tape], labor,
    shipping materials and outbound shipping costs) upon pick-n-ship. The
    Clinicel cushions will be purchased by Life Medical Sciences and not
    included in the assembly cost Life Medical Sciences must pay CP&S net 30
    days or sooner if suppliers selected by Life Medical Sciences require less
    than 45 day terms. Invoices for freight must be paid in 10 days.

5.  Raw material costs and subsequent supplier cost increases are a straight
    pass through to Life Medical Sciences.

6.  Life Medical Sciences will provide CP&S with a firm 1 month forecast and 4
    month rolling forecast for each product SKU on a monthly basis.

7.  Life Medical Sciences and CP&S will negotiate in good faith costs associated
    with new products not detailed here.

8.  Life Medical Sciences is responsible for all capital purchases or
    significant purchases (over $100) including testing equipment and retains
    ownership for equipment provided. Machine preventive maintenance, where
    applicable, is the responsibility of CP&S. Major machine repair/parts (over
    $200) is the responsibility of Life Medical Sciences.

9.  If business were to grow significantly beyond forecast requiring CP&S to
    work extended overtime periods. Life Medical Sciences is responsible to pay
    the increased overtime rate or the increased cost associated with temporary
    labor, if required. Limited overtime (1-2 days) and resource allocation to
    cover special requests or unusual short term spikes in demand, will be
    covered by CP&S.

10. CP&S is not responsible for any components or raw materials which are
    not connected with a CP&S purchase order (i.e., if component or raw material
    suppliers maintain inventory). Life Medical Sciences will fund the initial
    raw material inventory purchases made by CP&S, the total value of these
    purchases represent a working capital load to CP&S. This loan amount may
    need to be adjusted upward to cover significant spike increases in order
    volume. This "loan" will be repaid to Life Medical Sciences by CP&S at the
    end of the agreement. Life Medical Sciences is financially responsible for
    any raw materials CP&S maintains with suppliers at the minimum forecast
    levels agreed to by both parties and reviewed quarterly.

11. Initial transfer of equipment (where applicable), and any component raw
    material or finished goods inventories to CP&S is at Life Medical Sciences
    expense.

12. Reimbursement for CP&S administrative costs will be through a 2.5% upcharge
    on assembled component costs (raw material excluding Clinicel cushions and
    direct labor) on product invoiced to Life Medical Sciences through 8/15/98.
    For the remaining 8 months of the initial term and on future annual
    revisions the recovery factor will be determined as follows: x% = O.H.
    budget allocations / (F/C units X average assembled cost)

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                              LETTER OF AGREEMENT
                                                                         4/22/98

13. CP&S is a re-packager and will be held completely harmless for product
    liability for any reason other than product damage which occurs in the
              -------------------------                                   
    assembly, storage and/or packaging at CP&S, including if someone sues CP&S
    due to lack of product performance.  In the event that any product does not
    conform as aforesaid, Life Medical Sciences sole remedy shall be the repair
    or replacement (at CP&S' option) of such non-conforming product within a
    reasonable period of time.

14. Life Medical Sciences will be financially responsible for the "out of
    pocket" costs incurred by CP&S in preparation for this AGREEMENT if Life
    Medical Sciences decides not to complete the transfer of
    packaging/manufacture to CP&S. Up front costs are not to exceed $10,000.
    CP&S will obtain Life Medical Sciences' prior written approval on any
    expenditure in excess of $ 1,000.

15. Components and raw materials will be stored in CP&S' warehouse.  Life
    Medical Sciences agrees that no special storage conditions are necessary.

16. Manufacturing of Life Medical Sciences products will be conducted in CP&S'
    current manufacturing facility environment.  Life Medical Sciences agrees
    that no special environmental conditions are necessary.  Life Medical
    Sciences agrees that no employee protective wear is necessary in the
    manufacture of their product.  Life Medical Sciences will supply CP&S with
    the Clinicel Material Safety Data Sheet (MSDS) prior to manufacture.

17. Changes in component part suppliers would only be made with Life Medical
    Sciences' prior written approval.  However, if the change results in a per
    unit cost reduction for comparable order quantities, then savings would be
    shared evenly between CP&S and Life Medical Sciences, after qualification
    costs incurred by CP&S are covered.

18. After May 15, 1998, the quantity of daily orders must exceed 50.  Life
    Medical Sciences will be charged a $2.00 fee per order for the difference
    between actual daily orders shipped and 50 orders,
    i.e. 50 - 20 (actual orders shipped) = 30 x $2.00 = $60.00

19. Assumptions listed in CP&S' 3/25/98 letter and Price Quote dated 3/27/98 to
    Robert Hickey also apply to this Letter of Agreement.

20. Although the initial term of this AGREEMENT is one year, the parties agree
    to reassess operational cost and facility related aspects on or about
    8/15/98 or four (4) months after start of assembly.  At that point, initial
    EOQ standards will be established for each component.


    ACCEPTED BY:                                       ACCEPTED BY:


    /s/ Robert P. Hickey                               /s/ Bradford Washburne
    --------------------------------------             -------------------------
    Robert P. Hickey                                   Bradford Washburne
    President and Chief Executive Officer              President
    LIFE MEDICAL SCIENCES                              CONSOLIDATED PRODUCTS &
                                                       SERVICES, INC.  
                                
                                                            

        4/27/98                                             4/24/98
     ----------------                                  ----------------------
     Date           Revision II                        Date        Revision II

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