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                              CONSULTING AGREEMENT



      This Consulting  Agreement (the "Agreement") made as of April 1, 2001 (the

"Agreement  Date"),  by and between  Life  Medical  Sciences,  Inc.,  a Delaware

Corporation (the "Company") and Richard L. Franklin, M.D. (the "Consultant"), an

individual whose address is La Dogana, Localita Dogona, Farnese 01010 Italy.



      WHEREAS,  the  Company  desires  to utilize  the  skills,  experience  and

knowledge of the Consultant on a consulting  basis, and Consultant is willing to

make his  services  available  for the period and upon and  subject to the terms

herein provided; and



      WHEREAS,  the Consultant has previously  assisted the Company in financing

and business activities and is currently serving as a Series A designated member

of the Company's Board of Directors;



      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements

hereinafter  set forth and other good and valuable  consideration,  the receipt,

adequacy and  sufficiency of which are hereby  acknowledged,  the parties hereto

covenant and agree as follows:



      1.  Retention  of   Consultant.   Subject  to  the  terms  and  conditions

hereinafter  set forth,  the  Company  hereby  retains the  Consultant,  and the

Consultant  hereby  accepts  such  retention,  to serve as a  consultant  to the

Company. The Consultant agrees to render advisory and consulting services to the

Company in the areas of strategic planning,  business management,  fund raising,

investor  relations and other areas consistent with the Consultant's  experience

and  expertise.  Specifically,  at the  designation  of the  Company's  Board of

Directors and the election of the Company's shareholders, the Consultant agrees,

with no additional  compensation  beyond that stipulated in Section 4 herein, to

serve as a member of the Company's Board of Directors including participation on

such  committees of the Board as may be  mutually-agreed  upon by the Consultant

and the majority of the members of the Company's Board of Directors.



      2. Time Commitment:  No Conflict.  The Consultant will devote such time to

his services  under this Agreement as may reasonably be required by the Company.

The Consultant agrees to meet and advise at reasonable times and upon reasonable

prior notice, with the Company's management, agents, employees and other Company

members.  The  Consultant  will  arrange  to  perform  the  services  under this

Agreement in such a manner and at such times that the services will not conflict

with  any   other   agreement,   arrangement,   understanding,   obligation   of

confidentiality or employment  relationship.  The Consultant represents that the

execution of this Agreement and performance of the services hereunder do not and

will  not  breach  any  agreement,  arrangement,  understanding,  obligation  of

confidentiality or employment relationship to which the Consultant is a party or

by which the Consultant is bound, and during this Agreement, the Consultant will

not enter into any agreement, either written or oral, in conflict herewith.





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      3. Term. The  Consultant's  retention shall commence on April 1, 2001 (the

"Retention  Date") and the initial term shall be for one year from the Retention

Date (as  extended  from time to time in  accordance  with this  Section  3, the

"Retention  Term").  However,  it is understood and agreed by the parties hereto

that (i) absent prior written notice to the  Consultant of the Company's  intent

to terminate  this  Agreement,  such notice being  received by the Consultant at

least three months prior to the intended date of termination or (ii) unless this

Agreement  has been  earlier  terminated  in  accordance  with  Section  11, the

Retention Term shall  automatically  be extended in annual  increments as of the

anniversary of the Retention Date.



      4. Compensation. In full consideration for the services rendered hereunder

to the Company by the Consultant:

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