EXHIBIT 4.1


                          LIFE MEDICAL SCIENCES, INC.
                             2001 STOCK OPTION PLAN

                         (AS AMENDED ON AUGUST 23, 2001)

     The  purpose  of  the  2001  Stock  Option  Plan (the "Plan") is to provide
designated  employees  and  consultants  of  Life  Medical  Sciences,  Inc. (the
"Company")  and  its  subsidiaries  with  the  opportunity  to receive grants of
nonqualified  stock  options.  The Company believes that the Plan will encourage
the  participants to contribute materially to the growth of the Company, thereby
benefiting  the Company's shareholders, and will align the economic interests of
the  participants  with  those  of  the  shareholders.


1.          ADMINISTRATION
(a)          Committee.  The  Plan  shall  be  administered and interpreted by a
committee  (the  "Committee"),  which  shall  consist  of  two  or  more persons
appointed  by  the  Board of Directors of the Company (the "Board"), all of whom
shall  be  "non-employee  directors",  as  defined  under  Rule  16b-3 under the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act").

(b)          Committee  Authority.  The  Committee shall have the sole authority
to  (i)  determine  the individuals to whom grants shall be made under the Plan,
(ii)  determine  the  type, size and terms of the grants to be made to each such
individual,  (iii)  determine  the  time  when  the  grants will be made and the
duration  of  any  applicable  exercise  or  restriction  period,  including the
criteria  for  exercisability  and  the  acceleration  of  exercisability,  (iv)
condition  grants on the individual's execution of a non-compete, non-disclosure
or  other  agreement  deemed appropriate by the Committee, and (v) deal with any
other  matters  arising  under  the  Plan.

(c)          Committee  Determinations.  The Committee shall have full power and
authority  to  administer and interpret the Plan, to make factual determinations
and  to  adopt  or amend such rules, regulations, agreements and instruments for
implementing  the Plan and for the conduct of its business as it deems necessary
or  advisable,  in  its  sole discretion. The Committee's interpretations of the
Plan  and all determinations made by the Committee pursuant to the powers vested
in  it  hereunder  shall  be  conclusive  and  binding on all persons having any
interest  in  the  Plan  or  in  any awards granted hereunder. All powers of the
Committee  shall be executed in its sole discretion, in the best interest of the
Company,  not as a fiduciary, and in keeping with the objectives of the Plan and
need  not  be  uniform  as  to  similarly  situated  individuals.

2.          OPTIONS

     Awards under the Plan shall consist of grants of nonqualified stock options
that are not intended to qualify as "incentive stock options" within the meaning
of  Section  422  of  the  Code  ("Options" or "Nonqualified Stock Options"), as
described in Section 5. All Options shall be subject to the terms and conditions
set  forth  herein  and  to such other terms and conditions consistent with this
Plan  as  the Committee deems appropriate and as are specified in writing by the
Committee  to  the individual in a grant instrument (the "Option Instrument") or

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an  amendment to the Option Instrument. The Committee shall approve the form and
provisions  of  each Option Instrument. Options need not be uniform as among the
grantees.

3.          SHARES  SUBJECT  TO  THE  PLAN

(a)          Shares  Authorized.  Subject to the adjustment specified below, the
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 10,000,000 shares. The shares may
be  authorized  but  unissued  shares  of  Company Stock or reacquired shares of
Company  Stock, including shares purchased by the Company on the open market for
purposes  of  the  Plan.  If  and  to  the extent Options granted under the Plan
terminate,  expire, or are canceled, forfeited, exchanged or surrendered without
having  been  exercised,  the  shares  subject  to  such  Options shall again be
available  for  purposes  of  the  Plan.

(b)          Adjustments.  If  there  is  any  change  in  the number or kind of
shares  of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization,  stock  split,  or  combination or exchange of shares, (ii) by
reason  of a merger, reorganization or consolidation in which the Company is the
surviving  corporation,  (iii)  by reason of a reclassification or change in par
value,  or  (iv) by reason of any other extraordinary or unusual event affecting
the  outstanding  Company  Stock  as  a  class  without the Company's receipt of
consideration,  or  if  the  value  of  outstanding  shares  of Company Stock is
substantially  reduced  as  a result of a spinoff or the Company's payment of an
extraordinary  dividend or distribution, the maximum number of shares of Company
Stock  available  for  Options,  the  number  of  shares  covered by outstanding
Options,  the  kind  of shares issued under the Plan, and the price per share of
Options  may  be appropriately adjusted by the Committee to reflect any increase
or  decrease  in the number of, or change in the kind or value of, issued shares
of  Company  Stock  to  preclude,  to the extent practicable, the enlargement or
dilution  of rights and benefits under such Options; provided, however, that any
fractional  shares  resulting  from  such  adjustment  shall  be eliminated. Any
adjustments  determined by the Committee shall be final, binding and conclusive.

4.          ELIGIBILITY  FOR  PARTICIPATION

(a)          Eligible  Persons.  All  (i)  employees  of  the  Company  and  its
subsidiaries  ("Employees"),  including Employees who are officers or members of
the  Board  and  (ii)  agents, medical and scientific advisors, directors of and
consultants  to  the  Company  and  its  subsidiaries,  shall  be  eligible  to
participate  in  the  Plan  (collectively,  the  "Eligible  Individuals").

(b)          Selection  of  Grantees.  The  Committee  shall select the Eligible
Individuals  to  receive  Options  and  shall  determine the number of shares of
Company  Stock  subject  to  a particular Option in such manner as the Committee
determines.  Eligible  Individuals  who  receive  Options  under this Plan shall
hereinafter  be  referred  to  as  "Grantees".

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5.          GRANT  OF  OPTIONS
(a)  Number  of  Shares.  The  Committee shall determine the number of shares of
     Company  Stock  that  will  be subject to each grant of Options to Eligible
     Individuals.

(b)  Exercise  Price.

     (i)  The  purchase price (the "Exercise Price") of Company Stock subject to
          an  Option  shall  be  determined  by  the  Committee.

     (ii) Option  Term.  The  Committee shall determine the term of each Option,
          which  shall  not  exceed  ten  years  from  the  date  of  grant.

(c)  Exercisability  of  Options. Options shall become exercisable as determined
     by  the Committee and set forth in the Option Instrument. The Committee may
     accelerate the exercisability of any or all outstanding Options at any time
     for  any  reason.

(d)  Termination  of  Employment.

     Except as provided below, an Option may only be exercised while the Grantee
is  employed  by  or providing services to the Company or its subsidiaries as an
Employee,  agent,  medical  or  scientific  advisor,  director  or  consultant.

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

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

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

     (iv)  Termination  Due  to  Death. If the Grantee dies while employed by or
providing  service  to  the Company, any Option held by the Grantee shall become

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

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

     (vi)  Termination  Without  Cause Upon a Change of Control. Notwithstanding
the  provisions of Section 5(d)(i) above, if the Grantee's employment or service
is  terminated by the Company on account of a "termination without cause" during
the  one  year  period  following  a  Change  of Control, any Option held by the
Grantee  shall  become  one hundred percent vested and fully exercisable for the
two  year  period after the date on which the Grantee's employment or service is
terminated  by the Company, but in no event later than the date of expiration of
the  Option  term.

(vii)          For  purposes  of  this  Section  5(e):

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

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

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

     (e)  Exercise  of Options. A Grantee may exercise an Option that has become
exercisable,  in  whole  or  in  part, by delivering a notice of exercise to the
Company with payment of the Exercise Price (i) in cash, (ii) in whole or in part

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by  shares  of  Company  Stock  held  by the Grantee, (iii) with proceeds from a
Company loan program, (iv) with irrevocable instructions to a broker to promptly
deliver  to  the Company the amount of sale or loan proceeds required to pay the
Exercise  Price,  (v)  by having shares withheld that are otherwise to be issued
pursuant  to  the exercise of an Option (and the number of shares to be withheld
(or  otherwise  being delivered pursuant to clause (ii) above) shall be a number
with  a  Fair  Market  Value  (determined  on the date the notice of exercise is
delivered to the Company) equal to the aggregate exercise price), or (vi) by any
combination  of  such  method  of  payment or any other method acceptable to the
Committee.  The  Grantee  shall  pay  the  Exercise  Price and the amount of any
withholding  tax  due (pursuant to Section 6) at the time of exercise. Shares of
Company  Stock shall not be issued upon exercise of an Option until the Exercise
Price  is  fully  paid  and  any  required  tax  withholding  is  made.

     For  purposes  of  this Plan, if the Company Stock is publicly traded, then
the  Fair  Market  Value  per  share  shall be determined as follows: (x) if the
principal trading market for the Company Stock is a national securities exchange
or  the  Nasdaq  National  Market,  the  last reported sale price thereof on the
relevant  date  or  (if  there were no trades on that date) the latest preceding
date  on  which  a  sale  was  reported,  or  (y)  if  the  Company Stock is not
principally  traded  on  such  exchange  or  market,  the  mean between the last
reported  "bid"  and  "asked"  prices  of Company Stock on the relevant date, as
reported  on  Nasdaq  or,  if not so reported, as reported by the National Daily
Quotation  Bureau,  Inc.  or  as  reported  in  a  customary financial reporting
service,  as  applicable  and as the Committee determines, or (z) if the Company
Stock  is not publicly traded or, if publicly traded, is not subject to reported
transactions  or "bid" or "asked" quotations as set forth above, the Fair Market
Value  per  share  shall  be  as  determined  by  the  Committee.

6.          WITHHOLDING  OF  TAXES

     (a)  Required  Withholding.  All Options under the Plan shall be subject to
applicable  federal  (including  FICA),  state  and  local  tax  withholding
requirements. The Company may require the Grantee or other person receiving such
shares  to  pay  to the Company the amount of any such taxes that the Company is
required  to  withhold  with  respect to such Options, or the Company may deduct
from  other  compensation  payable  by the Company the amount of any withholding
taxes  due  with  respect  to  such  Options.

     (b) Election to Withhold Shares. If the Committee so permits, a Grantee may
elect to satisfy the Company's income tax withholding obligation with respect to
an  Option  by  having  shares withheld up to an amount that does not exceed the
Grantee's  maximum  marginal  tax  rate  for federal (including FICA), state and
local  tax  liabilities. The election must be in a form and manner prescribed by
the  Committee  and  shall  be  subject  to the prior approval of the Committee.

7.          TRANSFERABILITY  OF  OPTIONS

(a)          Nontransferability  of Options.  Except as provided below, only the
Grantee  or  his  or  her authorized representative may exercise rights under an
Option.  A Grantee may not transfer options except (i) by will, (ii) by the laws

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of  descent and distribution, (iii) to the Company as contemplated by Rule 16b-3
of  the  Exchange  Act,  (iv) pursuant to a domestic relations order (as defined
under  the  Code  or  Title  I of the Employee Retirement Income Security Act of
1974,  as amended, or the regulations thereunder), or (v) as otherwise permitted
by  the  Committee.  When  a  Grantee dies, the personal representative or other
person  entitled  to  succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights. A Successor Grantee must furnish proof satisfactory to
the  Company  of his or her right to receive the Option under the Grantee's will
or  under  the  applicable  laws  of  descent  and  distribution.

8.          CHANGE  OF  CONTROL  OF  THE  COMPANY

     As  used herein, a "Change of Control" shall be deemed to have occurred if:

     (a)  Any  "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly,  of  securities  of  the Company
representing  more  than  35%  of  the  voting  power  of  the  then outstanding
securities  of  the Company, and such person owns more aggregate voting power of
the  Company's  then  outstanding  securities  entitled to vote generally in the
election  of  directors  than  any  other  person;

     (b) The shareholders of the Company approve (or, if shareholder approval is
not  required,  the Board approves) an agreement providing for (i) the merger or
consolidation  of the Company with another corporation where the shareholders of
the  Company,  immediately  prior  to  the  merger  or  consolidation,  will not
beneficially  own,  immediately  after  the  merger  or  consolidation,  shares
entitling  such  shareholders  to  50%  or  more  of  all  votes  to  which  all
shareholders  of  the surviving corporation would be entitled in the election of
directors  (without  consideration  of the rights of any class of stock to elect
directors  by  a separate class vote), (ii) the sale or other disposition of all
or  substantially  all  of  the assets of the Company, or (iii) a liquidation or
dissolution  of  the  Company;  or

     (c) After the effective date of the Plan, directors are elected such that a
majority  of  the  members of the Board shall have been members of the Board for
less  than two years, unless the election or nomination for election of each new
director  who  was  not  a director at the beginning of such two-year period was
approved  by a vote of at least two-thirds of the directors then still in office
who  were directors at the beginning of such period or who were directors on the
effective  date  of  this  Plan.

9.          CONSEQUENCES  OF  A  CHANGE  OF  CONTROL

(a)          Notice  and  Acceleration.

          (i)  Upon  a Change of Control, the Company shall provide each Grantee
     who  holds  outstanding  Options  written  notice of the Change of Control.

          (ii)  Upon  a  Change of Control, each outstanding Option shall become
     one  hundred  percent  vested  and  fully  exercisable.


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          (iii)  Notwithstanding  the  foregoing, a Grantee shall be eligible to
     exercise  Options  both  before  and  after a Change of Control to the full
     extent  otherwise  permitted  under  the  Plan.

     (b)  Assumption  of  Options. Upon a Change of Control described in Section
8(b)(i)  where the Company is not the surviving corporation (or survives only as
a subsidiary of another corporation), unless the Committee determines otherwise,
all  outstanding Options that are not exercised shall be assumed by, or replaced
with  comparable  options  by,  the  surviving  corporation.

     (c)  Limitations.  Notwithstanding anything in the Plan to the contrary, in
the event of a Change of Control, the Committee shall not have the right to take
any  actions  described  in  the  Plan  (including  without  limitation  actions
described  in  Subsection  (c)  above)  that  would  make  the Change of Control
ineligible  for pooling of interests accounting treatment or that would make the
Change  of  Control  ineligible  for desired tax treatment if, in the absence of
such  right,  the  Change  of  Control  would qualify for such treatment and the
Company  intends  to  use  such treatment with respect to the Change of Control.

10.          AMENDMENT  AND  TERMINATION  OF  THE  PLAN

     (a)  Amendment.  The  Board  may  amend  or terminate the Plan at any time.

     (b)  Termination  of  Plan. The Plan shall terminate on the day immediately
preceding  the  tenth  anniversary  of  its  effective  date, unless the Plan is
terminated  earlier  by  the  Board  or  unless  extended  by  the  Board.

     (c)  Termination  and  Amendment  of  Outstanding Options. A termination or
amendment  of  the  Plan  that  occurs  after  an  Option  is  granted shall not
materially  impair the rights of a Grantee unless the Grantee consents or unless
the  Committee  acts  under Section 17(b). The termination of the Plan shall not
impair  the  power and authority of the Committee with respect to an outstanding
Option.

     (d)  Governing  Document.  The  Plan  shall be the controlling document. No
other  statements,  representations,  explanatory materials or examples, oral or
written,  may  amend  the Plan in any manner. The Plan shall be binding upon and
enforceable  against  the  Company  and  its  successors  and  assigns.

11.          FUNDING  OF  THE  PLAN

     This Plan shall be unfunded. The Company shall not be required to establish
any  special  or  separate  fund  or  to make any other segregation of assets to
assure  the  payment  of  shares  with  respect  to  Options  under  this  Plan.
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12.          RIGHTS  OF  PARTICIPANTS

     Nothing  in this Plan shall entitle any Eligible Individual or other person
to any claim or right to be granted an Option under this Plan. Neither this Plan
nor  any  action taken hereunder shall be construed as giving any individual any
rights to be retained by, in the employ of or provide services to the Company or
any  other  employment  or  service  rights.

13.          NO  FRACTIONAL  SHARES

     No fractional shares of Company Stock shall be issued or delivered pursuant
to  the  Plan  or  any Option. The Committee shall determine whether cash, other
awards  or  other  property  shall  be issued or paid in lieu of such fractional
shares  or  whether  such  fractional  shares  or  any  rights  thereto shall be
forfeited  or  otherwise  eliminated.

14.          REQUIREMENTS  FOR  ISSUANCE  OF  SHARES

     No  Company  Stock  shall  be  issued or transferred in connection with any
Option  hereunder  unless  and  until  all  legal requirements applicable to the
issuance  or  transfer  of  such  Company  Stock  have been complied with to the
satisfaction  of  the Committee. The Committee shall have the right to condition
any  Option  granted  to  any Grantee hereunder on such Grantee's undertaking in
writing to comply with such restrictions on his or her subsequent disposition of
such  shares of Company Stock as the Committee shall deem necessary or advisable
as  a  result  of  any  applicable  law,  regulation  or official interpretation
thereof,  and  certificates  representing such shares may be legended to reflect
any  such restrictions. Certificates representing shares of Company Stock issued
under  the  Plan  will  be  subject  to  such  stop-transfer  orders  and  other
restrictions  as  may  be  required  by  applicable  laws,  regulations  and
interpretations,  including  any  requirement  that  a legend be placed thereon.

15.          HEADINGS

     Section headings are for reference only. In the event of a conflict between
a  title and the content of a Section, the content of the Section shall control.

16.          EFFECTIVE  DATE  OF  THE  PLAN

     The  Plan  shall  be  effective  on  March  15,  2001.

17.          MISCELLANEOUS

     (a)  Options  in  Connection  with  Corporate  Transactions  and Otherwise.
Nothing  contained in this Plan shall be construed to (i) limit the right of the
Committee  to  grant Options under this Plan in connection with the acquisition,
by  purchase,  lease,  merger,  consolidation  or  otherwise, of the business or
assets  of  any  corporation,  firm or association, including Options granted to
employees,  agents,  medical  and  science  advisors  or consultants thereof who
become  Employees,  agents,  medical  and science advisors or consultants of the
Company,  or for other proper corporate purposes, or (ii) limit the right of the
Company  to  grant  stock  options  or  make  other awards outside of this Plan.

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Without  limiting the foregoing, the Committee may grant an Option to employees,
agents,  medical  and science advisors or consultants of another corporation who
become  Employees,  agents,  medical  and science advisors or consultants to the
Company  by reason of a corporate merger, consolidation, acquisition of stock or
property,  reorganization  or  liquidation  involving  the Company or any of its
subsidiaries  in  substitution for a stock option grant made by such corporation
("Substituted  Stock  Incentives").  The  terms and conditions of the substitute
grant may vary from the terms and conditions required by the Plan and from those
of  the  Substituted  Stock  Incentives.  The  Committee  shall  prescribe  the
provisions  of  the  substitute  grants.

     (b)  Compliance  with  Law.  The  Plan,  the  exercise  of  Options and the
obligations  of  the  Company to issue or transfer shares of Company Stock under
Options  shall  be  subject  to  all  applicable  laws  and  to approvals by any
governmental  or  regulatory  agency as may be required. With respect to persons
subject  to Section 16 of the Exchange Act, it is the intent of the Company that
the  Plan  and  all  transactions  under  the  Plan  comply  with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may  revoke  any Option if it is contrary to law or modify an Option to bring it
into  compliance  with  any  valid  and  mandatory  government  regulation.  The
Committee  may,  in its sole discretion, agree to limit its authority under this
Section.

     (c) Ownership of Stock. A Grantee or Successor Grantee shall have no rights
as  a  shareholder  with  respect  to  any shares of Company Stock covered by an
Option  until  the  shares are issued or transferred to the Grantee or Successor
Grantee  on  the  stock  transfer  records  of  the  Company.

     (d) Governing Law. The validity, construction, interpretation and effect of
the  Plan  and  Option  Instruments  issued  under the Plan shall exclusively be
governed  by and determined in accordance with the law of the State of Delaware,
without  giving  effect  to  the  conflicts  of  laws  provision  thereof.


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