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                               FIRST AMENDMENT TO
                       ALLODERM-Registered Trademark- CO-PROMOTION AGREEMENT


         This First Amendment to Alloderm-Registered Trademark- Co-Promotion
Agreement ("First Amendment") is entered into as of this 1st day of
September, 2000, by and between Obagi Medical Products, Inc. ("OMP"), a
California corporation, and LifeCell Corporation ("LifeCell"), a Delaware
corporation. OMP and LifeCell are collectively referred to herein as the
"Parties."

                                    RECITALS

         WHEREAS, the Parties have previously entered into an
"Alloderm-Registered Trademark- Co-Promotion Agreement," dated February 9,
2000, ("Co-Promotion Agreement");

         WHEREAS, the Parties desire to amend and modify certain of their
rights and responsibilities pursuant to Section 15.9 of the Co-Promotion
Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the receipt and adequacy of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, agree as
follows:

         1. Terms defined in the Co-Promotion Agreement shall have their
defined meaning in this First Amendment.

         2. Beginning September 1, 2000, OMP shall receive a co-promotion fee
for sales of Micronized Alloderm-Registered Trademark- according to the
following schedule:

                  a)    [***] Units -- [***] of Payable Sales to OMP.

                  b)    [***]  Units -- [***] of Payable Sales to OMP.

                  c)    [***] Units and above -- [***] of Payable Sales to OMP


[***] Material has been omitted pursuant to a request for confidential
      treatment and such material has been filed separately with the
      Securities and Exchange Commission.

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         3. The co-promotion fee schedule set forth in paragraph 1 of this
First Amendment shall remain in effect through March 31, 2003.

         4. Beginning April 1, 2003, the co-promotion fee to OMP during that
Contract Year and subsequent Contract Years shall be as set forth in Section
3.4 of the Co-Promotion Agreement.


         5. Upon LifeCell's determination that any and all facilities used to
process or manufacture Micronized Alloderm-Registered Trademark- sold
pursuant to the Co-Promotion Agreement are in compliance with the FDA's
"Quality System Regulations" ("QSR") with respect to medical devices, and the
Joint Management Committee (as such term is defined in the Co-Promotion
Agreement) determines that LifeCell will apply for approval for the
classification of Micronized Alloderm-Registered Trademark- as a medical
device under applicable FDA regulations, then in such event LifeCell shall
immediately undertake the process to secure such FDA approvals as are
necessary to promote and sell the Product as a medical device


         6. LifeCell and OMP each agree to pay 50% of any and all payments
due to Inamed Corporation in connection with the settlement of the legal
action filed in the United States District Court for the District of New
Jersey and titled Inamed Corporation, et al. V. LifeCell Corporation and
Obagi Medical Products, Inc., Case No. 3:00-2740 ("the Litigation") under
paragraph 1 of the Settlement Agreement And Release entered into between the
parties to the Litigation. In particular, LifeCell and OMP shall each pay 50%
of each of the four installment payments as they become due.


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         7. LifeCell and OMP agree that each of them shall bear its own
costs, expenses and attorney fees incurred in connection with the Litigation
and shall not seek to recover such costs, expenses or attorney fees from the
other in any action or proceeding.

         8. The terms and provisions of this First Amendment supersede and
modify any conflicting provisions in the Co-Promotion Agreement. However,
except as expressly modified in this First Amendment, the terms and
provisions of the Co-Promotion Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.


                                  OBAGI MEDICAL PRODUCTS, INC.


                         By:      /s/ Philip J. Rose
                                  --------------------------------
                                  its President & CEO
                                      ----------------------------



                                  LIFECELL CORPORATION


                         By:      /s/ P. Thomas
                                  --------------------------------
                                  its President & CEO
                                      ----------------------------















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