<DOCUMENT>

<TYPE>EX-10.33

<SEQUENCE>5

<FILENAME>ex10-33.txt

<DESCRIPTION>AGENCY AGREEMENT

<TEXT>



                                AGENCY AGREEMENT



March 21, 2002



Life Medical Sciences, Inc.

P.O. Box 219

Little Silver, NJ  07739

U.S.A



Attention:  Mr. Robert P. Hickey

            Chairman, President and Chief Executive Officer



Dear Sirs:



                              Re: Offering of Units



Clubb BioCapital Limited (the "Agent"), understands that Life Medical Sciences,

Inc. (the "Corporation"), a Delaware corporation, proposes to issue to investors

secured by the Agent, up to 1,000,000 units ("Units"), each consisting of one

share of the Corporation's Series B Convertible Preferred Stock (a "Preferred

Share"), par value of $0.01 per share, one warrant (a "Series B Warrant") to

purchase up to ten shares of the Corporation's Common Stock, par value $0.001,

("Shares") at an exercise price of $0.24 per Share, exercisable at any time

until the later of the date which is two years after the date of the Warrant and

the date which is 18 months after the date upon which the Corporation implements

an increase to its authorized Shares to an amount sufficient to permit the

conversion or exercise of all presently outstanding securities of the

Corporation (including securities to be sold in the offering) convertible into

or exchangeable for Shares (the "Authorized Capital Increase"), and one

additional warrant (an "Additional Warrant") to purchase up to ten Shares at an

exercise price of $0.12 per Share, exercisable for a period commencing on the

date of issue and expiring on June 30, 2002, or in the event that the Authorized

Capital Increase has not been implemented by May 31, 2002, on the date which is

six months after the implementation of the Authorized Capital Increase. The

Units shall be issued and sold at a price of $1.20 per Unit or such other price

as may be agreed by the Agent and the Corporation (in either case the "Issue

Price") and in substantially the form set forth in Appendices I through III to



the form of subscription agreement attached hereto as Schedule "C" (the

"Subscription Agreement"). The offering of the Units (the "Offering") will close

no later than March 29, 2002, or such other date mutually agreed to by the

Corporation and the Agent (the "Closing Date").



1.    Appointment



The Corporation hereby appoints the Agent as its non-exclusive agent and the

Agent accepts the appointment and agrees to act on a "best efforts" basis as the

non-exclusive agent of the Corporation to secure investors for the issuance of

the Units by way of private placement to



<PAGE>

                                       2





institutional and other sophisticated investors in Europe subject to the terms

and conditions and in reliance upon the representations, warranties and

covenants of the Corporation set out in this Agreement.



The Agent shall be entitled to retain sub-agents selected by it to participate

in the soliciting of offers to purchase the Units, provided that the Agent

receives from each such sub-agent its agreement to be bound by the obligations

of the Agent hereunder prior to any such appointment. The fees payable to such

sub-agents shall be the responsibility and for the account of the Agent.



2.    Sales Restrictions

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