EXHIBIT 4.3

                           LIFE MEDICAL SCIENCES, INC.
                             STOCK OPTION AGREEMENT
                 UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLAN

                          (NON-QUALIFIED STOCK OPTION)



          AGREEMENT  entered into as of the date set forth on the signature page
hereto  by and between Life Medical Sciences, Inc., a Delaware corporation, with
a  business  address of PO Box 219, Little Silver, New Jersey (together with its
subsidiaries,  if  any,  the  "Company"),  and  the undersigned (the "Grantee").

     WHEREAS,  the Company desires to grant to the Grantee a non-qualified stock
option  under  the  Company's  2001  Non-Qualified  Stock Option Plan (the "2001
Plan")  to  acquire  shares  of the Company's Common Stock, $.001 par value (the
"Shares");  and

     WHEREAS,  the  2001 Plan provides that each option is to be evidenced by an
option  agreement,  setting  forth  the  terms  and  conditions  of  the option.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and  agreements  contained  herein,  the Company and the Grantee hereby agree as
follows:

     1.     Grant  of  Option.
            -----------------

     The  Company hereby grants to the Grantee a non-qualified stock option (the
"Option") under the 2001 Plan to purchase all or any part of an aggregate of the
number  of Shares set forth on the signature page to this Agreement on the terms
and  conditions  hereinafter  set  forth.  The Option shall NOT be treated as an
incentive  stock  option under Section 422 of the Internal Revenue Code of 1986,
as  amended  (the  "Code").

     2.     Purchase  Price.
            ---------------

     The  purchase price ("Purchase Price") for the Shares covered by the Option
shall  be  the  dollar  amount per share set forth on the signature page to this
Agreement.

<PAGE>
     3.     Time  of  Vesting  and  Exercise  of  Option.
            --------------------------------------------

          Subject  to  Section  4  hereof,  the  Option  shall  vest  and become
exercisable  on  the  dates  and  as to the installment amounts set forth on the
signature  page  to  this  Agreement.  To  the extent the Option (or any portion
thereof)  is  not exercised by the Grantee when it becomes exercisable, it shall
not  expire,  but  shall  be  carried  forward  and  shall  be exercisable, on a
cumulative  basis,  until  the Expiration Date (as hereinafter defined) or until
earlier  termination  as  hereinafter  provided.

     4.     Term;  Extent  of  Exercisability.
            ---------------------------------

     (a)  Term.

     (i)  The  Option shall expire as to each installment amount on the date set
          forth  next  to  each  such  amount  on  the  signature  page  to this
          Agreement  (the "Expiration Date"), subject to earlier termination as
          herein  provided.

     (ii) In  the  event  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.

     (iii) 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.

     (iv) 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.

                                      -2-
<PAGE>
     (v)  In  the  event  of  the  death  of the Grantee, any Option held by the
          Grantee  shall become one hundred percent vested and fully exercisable
          by  the Grantee and shall terminate unless exercised within then 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.

     (vi) 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.

     (vii)  Notwithstanding  the  provisions  of  Section 4(a)(ii) 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, as such term is defined in the 2001
          Plan,  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.

     (viii)  For  purposes  of  this  Section  4(a):

     (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 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

                                      -3-
<PAGE>
          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.

     5.     Manner  of  Exercise  of  Option.
            --------------------------------

          (a)     To  the  extent  that  the  right  to  exercise the Option has
accrued  and  is  in  effect,  the Option may be exercised in full or in part by
giving  written  notice  to the Company stating the number of Shares as to which
the  Option  is  being  exercised  and  accompanied by payment in full for such
Shares.  No  partial  exercise  may be made for less than one hundred (100) full
Shares  of  Common  Stock. Payment shall be made in accordance with the terms of
the  2001  Plan.  Upon  such  exercise,  delivery  of a certificate for paid-up,
non-assessable  Shares  shall  be made at the principal office of the Company to
the  person  exercising the Option, not less than fifteen (15) and not more than
forty-five  (45)  days  from  the  date of receipt of the notice by the Company.

          (b)     The  Company  shall at all times during the term of the Option
reserve  and keep available such number of Shares of its Common Stock as will be
sufficient  to  satisfy  the  requirements  of  the  Option.

     6.     Non-Transferability.
            -------------------

          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 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.

     7.     Representation  Letter  and  Investment  Legend.
            -----------------------------------------------

          In the event that for any reason the Shares to be issued upon exercise
of  the  Option  shall not be effectively registered under the Securities Act of
1933  ("  1933 Act"), upon any date on which the Option is exercised in whole or
in part, the person exercising the Option shall give a written representation to
the Company in the form attached hereto as Exhibit 1 and the Company shall place
an  "investment  legend",  so-called,  as  described  in  Exhibit  1,  upon  any
certificate  for  the  Shares  issued  by  reason  of  such  exercise.

                                      -4-
<PAGE>
     8.     Adjustments  on  Changes  in  Capitalization.
            --------------------------------------------

          Adjustments on changes in capitalization and the like shall be made in
accordance  with  the  2001  Plan,  as  in  effect  on  the date of this Option.

     9.     No  Special  Employment  Rights.
            -------------------------------

          The  provisions  of this Section 9 are applicable only to Grantees who
are  employees  of  the  Company.  Nothing  contained  in  this Option shall be
construed or deemed by any person under any circumstances to bind the Company to
continue  the  employment of the Grantee for the period within which this Option
may  be  exercised.  However, during the period of the Grantee's employment, the
Grantee  shall  render diligently and faithfully the services which are assigned
to  the  Grantee from time to time by the Board of Directors or by the executive
officers  of  the Company and shall at no time take any action which directly or
indirectly  would  be  inconsistent  with  the  best  interests of the Company.

     10.     Rights  as  a  Stockholder.
             --------------------------

          The  Grantee shall have no rights as a stockholder with respect to any
Shares  which  may  be  purchased  by exercise of this Option unless and until a
certificate  or  certificates  representing  such  Shares  are  duly  issued and
delivered  to  the  Grantee.

     11.     Withholding  Taxes.
             ------------------

          Whenever  Shares  are  to  be issued upon exercise of this Option, the
Company  shall  have the right to require the Grantee to remit to the Company an
amount  sufficient  to  satisfy  all  Federal,  state  and local withholding tax
requirements  prior  to  the delivery of any certificate or certificates for the
Shares.  The Company may agree to permit the Grantee to authorize the Company to
withhold Shares of Common Stock purchased upon exercise of the Option to satisfy
the  above-mentioned  withholding  requirement;  provided,  however,  no  such
agreement  may  be  made  by an Grantee who is an officer or director within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, except
pursuant  to a standing election to so withhold Shares of Common Stock purchased
upon  exercise  of the Option, such election to be made in the form set forth in
Exhibit  2  hereto  and  to  be  made not less than six (6) months prior to such
exercise.  Such election may be revoked only upon providing six (6) months prior
written  notice  to  the  Company.

                                      -5-
<PAGE>

IN  WITNESS  WHEREOF, the Company has caused this Agreement to be executed, and
the  Grantee  has  hereunto  set  his or her hand, all as of the ________, 2002.

                                             LIFE  MEDICAL  SCIENCES,  INC.

                                             By: ______________________________
                                             Title: Chairman, President and CEO

                                             GRANTEE

                                             Print  Name: ___________________
                                             Sign  Name:  ___________________
                                             Address:________________________
                                             ________________________________
                                             Social  Security  Number:
                                             _____________________


                               OPTION INFORMATION
                              -------------------

Total  Number  of  Shares  Underlying  Option:
Purchase  Price  Per  Share:

                          VESTING & EXPIRATION SCHEDULE
                          -----------------------------

VESTING  DATE     NUMBER  OF  SHARES          EXPIRATION  DATE
-------------     ------------------          ----------------



                                      -6-
<PAGE>
                                    EXHIBIT 1
                            TO STOCK OPTION AGREEMENT
                            -------------------------

Gentlemen:

     In  connection  with  the exercise by me of an option to purchase shares of
Common Stock, $.001 par value, of Life Medical Sciences, Inc. (the "Company"), I
hereby  acknowledge  that  I  have  been  informed  as  follows:

     1.     The  shares  of  Common  Stock  of  the  Company  to be issued to me
pursuant  to the exercise of said option (the "Shares") have not been registered
under  the  Securities  Act  of  1933,  as  amended  (the "Securities Act") and,
accordingly,  must  be  held  indefinitely  unless  the  Shares are subsequently
registered  under the Securities Act, or an exemption from such registration is
available.

     2.     Routine sales of securities made in reliance upon Rule 144 under the
Securities  Act  can be made only after the holding period provided by that Rule
has  been  satisfied,  and,  in  any  sale to which that Rule is not applicable,
registration  or  compliance with some other exemption under the Securities Act
will  be  required.

     3.     The  availability  of  Rule  144  is dependent upon adequate current
public information with respect to the Company being available and, at the time
that  I  may desire to make a sale pursuant to the Rule, the Company may neither
wish  nor  be  able  to  comply  with  such  requirement.

     In  consideration  of  the issuance of certificates for the Shares to me, I
hereby  represent  and warrant that I am acquiring the Shares for my own account
for  investment,  and that I will not sell, pledge or transfer the Shares in the
absence  of  an  effective  registration statement covering the same, except as
permitted by the provisions of Rule 144, if applicable, or some other applicable
exemption under the Securities Act. In view of this representation and warranty,
I  agree  that  there  may  be  affixed to the certificates for the Shares to be
issued  to  me, and to all certificates issued hereafter representing the Shares
(until  in the opinion of counsel, which opinion must be reasonably satisfactory
in  form  and substance to counsel for the Company, it is no longer necessary or
required)  a  legend  as  follows:

          "The  securities  represented  by  this  certificate  have  not  been
          registered  under  the  Securities  Act  of 1933, as amended, and were
          acquired  by  the  registered  holder pursuant to a representation and
          warranty  that  such  holder  was  acquiring  the  Shares for his own
          account  and  for  investment,  with  no  intention  of  transfer  or
          disposition  of the same in violation of the registration requirements
          of that Act. These securities may not be sold, pledged, or transferred
          in  the absence of an effective registration statement under such Act,
          or  an opinion of counsel, which opinion is reasonably satisfactory to
          counsel  to  the  Company,  to  the  effect  that  registration is not
          required  under  such  Act."


                                      -7-
<PAGE>
     I  further  agree that the Company may place a stop transfer order with its
transfer  agent,  prohibiting  the transfer of the Shares, so long as the legend
remains  on  the  certificates  representing  the  Shares.

                                          Very  truly  yours,




Dated:  _____________

                                      -8-
<PAGE>


                                    EXHIBIT 2
                            TO STOCK OPTION AGREEMENT
                          ----------------------------

Gentlemen:

     The  undersigned  Grantee  hereby  elects  and  agrees  that,  whenever the
undersigned  exercises  a  stock  option (including any options which now or may
hereafter  be  granted),  Life  Medical  Sciences,  Inc.  (the  "Company") shall
withhold  from that exercise such number of Shares equal in value to the federal
and  state  withholding  taxes  due  upon such exercise. The undersigned further
acknowledges  and  agrees  that this election may not be revoked without six (6)
months'  prior  written  notice  to  the  Company.



                                            GRANTEE:

                                             ______________________
                                                 (Signature)


                                             _______________________
                                                 (Print  Name)




                                      -9-