Exhibit  10.32




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                           LOAN AND SECURITY AGREEMENT

                                 BY AND BETWEEN

                              LIFECELL CORPORATION,

                                   AS BORROWER

                                       AND

                              SILICON VALLEY BANK,

                                     AS BANK

                                JANUARY 15, 2003


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                                      -3-
<PAGE>
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

THIS  LOAN  AND  SECURITY  AGREEMENT  (this "Agreement") dated as of January 15,
2003,  between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive,
Santa Clara, California 95054 and having a loan production office at 400 Madison
Avenue,  Suite  15A,  New  York,  NY  10017-8909  and  LIFECELL  CORPORATION,  a
corporation  organized  and  in  good  standing  in  the  State  of  Delaware
("Borrower"),  whose  address is One Millenium Way, Branchburg, New Jersey 08876
provides  the  terms on which Bank will lend to Borrower and Borrower will repay
Bank.  The  parties  agree  as  follows:

ACCOUNTING  AND  OTHER  TERMS
-----------------------------

Accounting terms not defined in this Agreement will be construed following GAAP.
Calculations  and  determinations  must  be  made  following  GAAP.  The  term
"financial  statements" includes the notes and schedules.  The terms "including"
and "includes" always mean "including (or includes) without limitation," in this
or  any  Loan  Document.

LOAN  AND  TERMS  OF  PAYMENT
-----------------------------

PROMISE  TO  PAY.

Borrower  promises  to  pay  Bank  the  unpaid  principal  amount  of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

REVOLVING  ADVANCES.
--------------------

     (a)     Bank  will  make  Advances  not exceeding (i) the lesser of (A) the
Committed  Revolving  Line or (B) the Borrowing Base, subject to the limitations
set  forth  in  Section  6.2(d)  of this Agreement.  Amounts borrowed under this
Section  may  be  repaid  and reborrowed during the term of this Agreement.  All
advances  shall be evidenced by the Revolving Promissory Note to be executed and
delivered  by  Borrower  to  Bank  on  the  Closing  Date and shall be repaid in
accordance  with  the  terms  of  the  Revolving  Promissory  Note.

     (b)     To  obtain  an  Advance,  Borrower must notify Bank by facsimile or
telephone  by  3:00  p.m.  Eastern time on the Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form").
                                         ---------
Bank will credit Advances to Borrower's deposit account.  Bank may make Advances
under  this Agreement based on instructions from a Responsible Officer or his or
her  designee  or  without  instructions  if  the Advances are necessary to meet
Obligations  which have become due.  Bank may rely on any telephone notice given
by  a  person  whom Bank believes is a Responsible Officer or designee. Borrower
will  indemnify  Bank  for  any  loss  Bank  suffers  due  to  such  reliance.

     (c)     The  Committed  Revolving Line terminates on the Revolving Maturity
Date, when  all  Advances  are  immediately  payable.

     (d)    Bank's obligation to lend the undisbursed portion of the Obligations
will  terminate if, in Bank's sole discretion, there has been a material adverse
change  in  the  general  affairs,  management,  results of operation, condition
(financial  or  otherwise)  or  the prospect of repayment of the Obligations, or
there  has  been any material adverse deviation by Borrower from the most recent
business  plan  of  Borrower  presented  to  and  accepted  by Bank prior to the
execution  of  this  Agreement.

EQUIPMENT  ADVANCES.
--------------------

     (e)     Through  March  31,  2003  (the "Equipment Availability End Date"),
Bank  will  make  advances  ("Equipment  Advance"  and, collectively, "Equipment
Advances")  not  exceeding the Committed Equipment Line.  The Equipment Advances
may  only  be  used  to  finance or refinance Eligible Equipment purchased on or
after  120 days before the date of each Equipment Advance and may not exceed one
hundred  percent  (100%)  of  the  equipment invoice, excluding taxes, shipping,
warranty  charges,  freight discounts and installation expense.  Notwithstanding
the foregoing, Borrower may request a one time Equipment Advance in an amount of
up  to One Million Eight Hundred Thousand Dollars ($1,800,000) to be made on the


                                      -4-
<PAGE>
Closing  Date  (the "Initial Equipment Advance") which Initial Equipment Advance
may  be  used  by  Borrower  to  refinance  existing equipment term debt.  Other
Equipment  may  constitute  up  to  twenty  five  percent (25%) of the aggregate
Equipment  Advances.  Each  Equipment  Advance  must  be  for a minimum of Fifty
Thousand  Dollars  ($50,000).

     (f)     Interest  accrues  from  the  date of each Equipment Advance at the
rate  in  Section  0  (h)  and principal and interest is payable as set forth in
Section 2.3(b).  All Equipment Advances shall be evidenced by the Equipment Term
Note  to  be  executed  and  delivered  by Borrower to Bank on the Closing Date.
Equipment  Advances  when  repaid  may  not  be  reborrowed.

     (g)  To  obtain an Equipment Advance, Borrower must notify Bank (the notice
is  irrevocable)  by  facsimile  no  later  than  3:00 p.m. Eastern time one (1)
Business  Day  before  the day on which the Equipment Advance is to be made. The
notice  in  the  form  of  Exhibit  B (Payment/Advance Form) must be signed by a
                           ----------
Responsible  Officer  or  designee  and  include  a  copy of the invoice for the
Equipment  being  financed.

OVERADVANCES.

If  Borrower's  Obligations under Section 0 exceed the lesser of either (i)  the
Committed  Revolving Line or (ii) the Borrowing Base, Borrower shall immediately
pay  Bank  the  excess.

INTEREST  RATE,  PAYMENTS.

     (h)     Interest  Rate.  (i)  Advances  accrue  interest on the outstanding
principal  balance  in  accordance  with the Revolving Promissory Note; and (ii)
Equipment  Advances  accrue  interest  on the outstanding principal balance at a
variable  per  annum  rate  of one and one half of one percent (1.50%) above the
Prime  Rate.  After  an  Event  of  Default, Obligations accrue interest at five
percent  (5%)  above the rate effective immediately before the Event of Default.
The  interest rate increases or decreases when the Prime Rate changes.  Interest
is  computed  on  a  360  day  year  for  the  actual  number  of  days elapsed.

     (i)     Principal and Interest Payments.  (i) Principal and Interest due on
the  Committed  Revolving  Line  is  payable  in  accordance  with the Revolving
Promissory  Note; (ii) Equipment Advances for Eligible Equipment shall be repaid
in  full  over the Repayment Period, in equal monthly installments of principal,
plus  accrued  and  unpaid  interest,  beginning  on  the  1st day of each month
following  the  date  of the Equipment Advance and ending on the last day of the
Repayment  Period, at which time all outstanding principal and interest for such
Equipment  Advance shall be due and payable in full; (iii) the Initial Equipment
Advance  shall  be  repaid  in full over the Initial Equipment Advance Repayment
Period,  in  equal  monthly  installments  of principal, plus accrued and unpaid
interest,  beginning  on  the  1st  day  of each month following the date of the
Initial  Equipment  Advance  and ending on the last day of the Initial Equipment
Advance  Repayment  Period, at which time all outstanding principal and interest
for  such  Initial Equipment Advance shall be due and payable in full.  Bank may
debit  any  of  Borrower's  deposit  accounts  including  Account  Number
_____________________________  for  principal and interest payments owing or any
amounts  Borrower  owes Bank.  Bank will promptly notify Borrower when it debits
Borrower's  accounts.  These  debits are not a set-off.  Payments received after
12:00  noon  Eastern  time are considered received at the opening of business on
the  next  Business  Day.  When a payment is due on a day that is not a Business
Day,  the  payment  is due the next Business Day and additional fees or interest
accrue.

FEES.

Borrower  will  pay:

     (j)     Facility  Fee.  A  fully earned, nonrefundable fee in the amount of
             -------------
Ten  Thousand  Dollars  ($10,000)  on  the  Committed  Revolving  Line  (Bank
acknowledges  it  has  previously  received a $10,000 good faith deposit towards
Bank's  expenses  which  good faith deposit shall be applied to such loan fee on
the  Closing  Date).

     (k)     Bank  Expenses.  All Bank Expenses (including reasonable attorneys'
             --------------
fees  and  reasonable  expenses)  incurred  through  and  after the date of this
Agreement,  are  payable  when  due.


                                      -5-
<PAGE>
CONDITIONS  OF  LOANS
---------------------

CONDITIONS  PRECEDENT  TO  INITIAL  CREDIT  EXTENSION.

Bank's  obligation  to  make  the  initial  Credit  Extension  is subject to the
condition  precedent  that  it  receive  the  agreements,  documents and fees it
requires.

CONDITIONS  PRECEDENT  TO  ALL  CREDIT  EXTENSIONS.

Bank's  obligations  to make each Credit Extension, including the initial Credit
Extension,  is  subject  to  the  following:

     (l)     timely  receipt  of  any  Payment/Advance  Form;  and

     (m)     the representations and warranties in Section 0 must be true on the
date  of  the  Payment/Advance  Form  and  on  the effective date of each Credit
Extension and no Event of Default may have occurred and be continuing, or result
from  the  Credit  Extension. Each Credit Extension is Borrower's representation
and  warranty  on that date that the representations and warranties of Section 0
remain  true.

CREATION  OF  SECURITY  INTEREST
--------------------------------

GRANT  OF  SECURITY  INTEREST.

Borrower  grants  Bank  a continuing security interest in all presently existing
and  later acquired Collateral to secure all Obligations and performance of each
of  Borrower's duties under the Loan Documents.  Except for Permitted Liens, any
security  interest will be a first priority security interest in the Collateral.
Bank upon the occurrence of any Event of Default, may place a "hold" on funds in
any  deposit  account  of  Borrower maintained with Bank up to the amount of the
unpaid  Obligations.  If  this Agreement is terminated, Bank's lien and security
interest  in  the  Collateral  will  continue until Borrower fully satisfies its
Obligations.

AUTHORIZATION  TO  FILE.

     Borrower  authorizes  Bank  to  file financing statements without notice to
Borrower,  with  all  appropriate  jurisdictions,  as Bank deems appropriate, in
order  to  perfect  or  protect  Bank's  interest  in  the  Collateral.

REPRESENTATIONS  AND  WARRANTIES
--------------------------------

Borrower  represents  and  warrants  as  follows:

DUE  ORGANIZATION  AND  AUTHORIZATION.

Borrower  and each Subsidiary is duly existing and in good standing in the state
of  Delaware  and qualified and licensed to do business in, and in good standing
in,  any state in which the conduct of its business or its ownership of property
requires  that  it  be  qualified,  except  where the failure to do so could not
reasonably  be  expected  to cause a Material Adverse Change.  Borrower and each
Subsidiary's  exact  legal  name  is  as  set  forth  on  the first page of this
Agreement.     The  execution,  delivery  and  performance of the Loan Documents
have  been  duly  authorized,  and  do  not  conflict  with Borrower's formation
documents,  nor  constitute  an event of default under any material agreement by
which  Borrower  is  bound.  Borrower  is  not in default under any agreement to


                                      -6-
<PAGE>
which,  or  by  which  it  is  bound,  in  which the default could reasonably be
expected  to  cause  a  Material  Adverse  Change.

COLLATERAL.

Borrower has good title to the Collateral, free of Liens except Permitted Liens.
The  Accounts  are  bona fide, existing obligations, and the service or property
has been performed or delivered to the account debtor or its agent for immediate
shipment to and unconditional acceptance by the account debtor.  Borrower has no
notice  of  any  actual  or imminent Insolvency Proceeding of any account debtor
whose  accounts  are an Eligible Account in any Borrowing Base Certificate.  All
Inventory  is in all material respects of good and marketable quality, free from
material  defects.  Borrower  is  the  sole  owner of the Intellectual Property,
except  for  non-exclusive  licenses  granted  to  its customers in the ordinary
course  of  business.  Each  Patent  is valid and enforceable and no part of the
Intellectual  Property  has been judged invalid or unenforceable, in whole or in
part,  and  no  claim  has  been made that any part of the Intellectual Property
violates  the  rights  of any third party, except to the extent such claim could
not  reasonably  be  expected  to  cause  a  Material  Adverse  Change.

LITIGATION.

Except as shown in the Schedule, there are no actions or proceedings pending or,
to  the  knowledge  of Borrower's Responsible Officers, threatened by or against
Borrower  or any Subsidiary  in which a likely adverse decision could reasonably
be  expected  to  cause  a  Material  Adverse  Change.

NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS.

All  consolidated  financial  statements  for  Borrower,  and  any  Subsidiary,
delivered  to  Bank  fairly  present  in  all  material  respects  Borrower's
consolidated  financial  condition  and  Borrower's  consolidated  results  of
operations.  There  has  not  been  any  material  deterioration  in  Borrower's
consolidated  financial condition since the date of the most recent consolidated
financial  statements  submitted  to  Bank.

SOLVENCY.

The  fair  salable  value  of  Borrower's  assets  (including  goodwill  minus
disposition  costs)  exceeds  the fair value of its liabilities; the Borrower is
not  left  with  unreasonably  small  capital  after  the  transactions  in this
Agreement  or  any  of the Loan Documents; and Borrower is able to pay its debts
(including  trade  debts)  as  they  mature.

REGULATORY  COMPLIANCE.

Borrower  is  not  an  "investment  company"  or  a  company  "controlled" by an
"investment  company" under the Investment Company Act.  Borrower is not engaged
as  one  of its important activities in extending credit for margin stock (under
Regulations  T  and  U of the Federal Reserve Board of Governors).  Borrower has
complied  in  all  material  respects with the Federal Fair Labor Standards Act.
Borrower  has not violated any laws, ordinances or rules, the violation of which
could  reasonably  be  expected  to  cause  a  Material Adverse Change.  None of
Borrower's or any Subsidiary's properties or assets has been used by Borrower or
any  Subsidiary or, to the best of Borrower's knowledge, by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other  than legally.  Borrower and each Subsidiary has timely filed all required
tax  returns  and  paid,  or made adequate provision to pay, all material taxes,


                                      -7-
<PAGE>
except  those  being  contested in good faith with adequate reserves under GAAP.
Borrower  and  each  Subsidiary  has  obtained  all  consents,  approvals  and
authorizations  of, made all declarations or filings with, and given all notices
to,  all  government  authorities that are necessary to continue its business as
currently  conducted,  except where the failure to do so could not reasonably be
expected  to  cause  a  Material  Adverse  Change.

SUBSIDIARIES.

Borrower does not own any stock, partnership interest or other equity securities
except  for  Permitted  Investments.

FULL  DISCLOSURE.

No  written  representation,  warranty  or  other  statement  of Borrower in any
certificate  or  written  statement  given to Bank (taken together with all such
written  certificates  and  written  statements  to  Bank)  contains  any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained in the certificates or statements not misleading in any
material  respect.  It  being  recognized  by  Bank  that  the  projections  and
forecasts  provided  by  Borrower  in  good  faith  and  based  upon  reasonable
assumptions are not viewed as facts and that actual results during the period or
periods  covered by such projections and forecasts may differ from the projected
and  forecasted  results.

AFFIRMATIVE  COVENANTS
----------------------

Borrower  will  do all of the following for so long as Bank has an obligation to
make  any  Credit  Extension,  or  there  are  outstanding  Obligations:

GOVERNMENT  COMPLIANCE.

Borrower  will  maintain  its  and  all  Subsidiaries'  legal existence and good
standing as a Registered Organization in only the State of Delaware and maintain
qualification  in  each  jurisdiction  in  which the failure to so qualify would
reasonably be expected to cause a material adverse effect on Borrower's business
or  operations.  Borrower will comply, and have each Subsidiary comply, with all
laws,  ordinances  and  regulations  to  which it is subject, noncompliance with
which  could have a material adverse effect on Borrower's business or operations
or  would  reasonably  be  expected  to  cause  a  Material  Adverse  Change.

FINANCIAL  STATEMENTS,  REPORTS,  CERTIFICATES.

     (n)  Borrower  will deliver to Bank: (i) as soon as available, but no later
than  thirty  (30)  days  after  the  last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower's consolidated
operations  during  the  period certified by a Responsible Officer and in a form
acceptable  to  Bank;  (ii)  as soon as available, but no later than one hundred
twenty  (120)  days  after  the  last  day  of  Borrower's  fiscal year, audited
consolidated  financial  statements  prepared  under GAAP, consistently applied,
together  with  an  unqualified  opinion  on  the  financial  statements from an
independent  certified  public  accounting  firm  reasonably acceptable to Bank;
(iii)  a  prompt  report  of  any  legal  actions  pending or threatened against
Borrower  or any Subsidiary that could result in damages or costs to Borrower or
any  Subsidiary  of $100,000 or more; (iv) budgets, sales projections, operating
plans  or  other  financial information Bank reasonably requests; and (v) prompt
notice  of  any material change in the composition of the Intellectual Property,
including  any  subsequent  ownership  right of Borrower in or to any Copyright,
Patent  or  Trademark  not shown in any intellectual property security agreement
between  Borrower  and  Bank  or knowledge of an event that materially adversely
affects  the  value  of  the  Intellectual  Property.


                                      -8-
<PAGE>
     (o) Within thirty (30) days after the last day of each month, Borrower will
deliver  to Bank a Borrowing Base Certificate signed by a Responsible Officer in
the  form  of  Exhibit C,  with  aged  listings  of  accounts  receivable.
               ---------

     (p) Within thirty (30) days after the last day of each month, Borrower will
deliver  to  Bank with the monthly financial statements a Compliance Certificate
signed  by  a  Responsible  Officer  in  the  form  of  Exhibit  D.
                                                        ----------

     (q)  Allow  Bank to audit Borrower's Collateral at Borrower's expense. Such
audits  will  be conducted no more often than every twelve (12) months unless an
Event of Default has occurred and is continuing. Borrower agrees to use its best
efforts  to  schedule  and complete the initial audit prior to the first Advance
but  in  any event such audit will be completed and Bank shall have received the
results  of  such  audit  within  sixty  (60)  days  of  the  first  Advance.
Notwithstanding  anything set forth in this Agreement or any other Loan Document
to  the  contrary,  until  such  time as the initial audit is completed and Bank
receives the results of such audit, which audit results shall be satisfactory to
Bank  in  its  sole  discretion,  Advances  may not exceed Five Hundred Thousand
Dollars ($500,000), provided, however, that the limitation on Advances set forth
herein  shall  not  limit  Borrower's ability to draw on the Committed Equipment
Line  under  the  terms  set  forth  in  this  Agreement.

INVENTORY;  RETURNS.

Borrower  will  keep  all  Inventory in good and marketable condition, free from
material  defects.  Returns  and  allowances  between  Borrower  and its account
debtors will follow Borrower's customary practices as they exist at execution of
this  Agreement.  Borrower must promptly notify Bank of all returns, recoveries,
disputes  and  claims,  that  involve  more  than  $50,000.

TAXES.

Borrower  will  make,  and  cause each Subsidiary to make, timely payment of all
material  federal,  state,  and local taxes or assessments (other than taxes and
assessments  which  Borrower is contesting in good faith, with adequate reserves
maintained  in  accordance  with  GAAP)  and  will  deliver  to Bank, on demand,
appropriate  certificates  attesting  to  the  payment.

INSURANCE.

Borrower  will  keep  its  business  and the Collateral insured for risks and in
amounts  standard  for  Borrower's industry, and as Bank may reasonably request.
Insurance  policies  will  be in a form, with companies, and in amounts that are
satisfactory  to  Bank  in  Bank's reasonable discretion.  All property policies
will have a lender's loss payable endorsement showing Bank as an additional loss
payee and all liability policies will show the Bank as an additional insured and
provide  that the insurer must give Bank at least twenty (20) days notice before
canceling its policy.  At Bank's request, Borrower will deliver certified copies
of  policies  and  evidence  of all premium payments. Proceeds payable under any
policy will, at Bank's option, be payable to Bank on account of the Obligations.

PRIMARY  ACCOUNTS.

     Borrower  will  maintain  its  primary depository, operating and investment
accounts  and  all  excess funds with Bank.  Notwithstanding the foregoing, Bank
agrees  that  Borrower  may  maintain  a  deposit  account  at another financial
institution to be used expressly for the purpose of depositing funds required to
meet  Borrower's  payroll  tax obligations (the "Payroll Tax Account"), provided
Borrower shall not at any time maintain a balance in such Payroll Tax Account in
excess  of  Two  Hundred Fifty Thousand Dollars ($250,000).  Bank further agrees


                                      -9-
<PAGE>
that  notwithstanding  anything set forth in this Agreement or any Loan Document
to  the  contrary, Bank shall only seek to enforce its Lien against funds in the
Payroll Tax Account in excess of an amount equal to the lesser of (i) Borrower's
actual  current  payroll  tax  obligations  as  of the date of any determination
thereof,  provided  Borrower  shall  immediately  upon request provide Bank with
satisfactory  evidence  of  such  current  payroll  tax obligations, or (ii) Two
Hundred Fifty Thousand Dollars ($250,000).  Borrower shall provide Bank with the
account  number  of  the  Payroll  Tax  Account and the name and location of the
financial  institution  maintaining  the  Payroll Tax Account and shall promptly
advise  Bank  of any updated information with respect to the Payroll Tax Account
in  the  event  any  such  information  changes.

FINANCIAL  COVENANTS.

Borrower will maintain as of the last day of each month (unless otherwise stated
below):

          QUICK RATIO.  A ratio of (i) Quick Assets to (ii) Current Liabilities,
plus all Indebtedness in favor of Bank, of at least 1.25 to 1.00.

     (b)  QUARTERLY  EBITDA.  Borrower  will  maintain:

          (i)  EBITDA.  EBITDA  of  not  less than the following amounts for the
          quarterly  period  ending  as  of  the  dates  below:

          DATE                                           AMOUNT
          ----                                          ---------
          June 30, 2002                                 $606,000;
          September 30, 2002                            $656,000; and
          December 31, 2002                             $721,000;

          (ii)  EBITDA  FOR  FISCAL  YEAR  2003 AND BEYOND. The Quarterly EBITDA
          covenant  for  Borrower's  fiscal  year  2003  and  beyond  shall  be
          determined  by Bank upon receipt and satisfactory review of Borrower's
          board  of  directors approved quarterly EBITDA profit projections, but
          in  any  event  at  least  meet  eighty percent (80%) of such board of
          directors approved EBITDA projections. Borrower agrees to provide Bank
          with  its board of directors approved EBITDA projections no later than
          December  31  of  each  year.


REGISTRATION  OF  INTELLECTUAL  PROPERTY  RIGHTS.

Borrower will register with the United States Patent and Trademark Office or the
United  States  Copyright  Office  its  Intellectual  Property  and  additional
Intellectual  Property  rights  developed  or  acquired  including  revisions or
additions  with  any  product  which  in Borrower's reasonable business judgment
should  be  protected  by  such  filings  and are material to Borrower's product
before  the  sale  or  licensing  of  the  product  to  any  third  party.

Borrower  will  (i) protect, defend and maintain the validity and enforceability
of  the  Intellectual  Property  and promptly advise Bank in writing of material
infringements  and  (ii)  not  allow  any  Intellectual  Property  material  to


                                      -10-
<PAGE>
Borrower's  business  to  be  abandoned,  forfeited  or  dedicated to the public
without  Bank's  written  consent.

FURTHER  ASSURANCES.

Borrower  will  execute  any further instruments and take further action as Bank
reasonably  requests  to  perfect  or  continue  Bank's security interest in the
Collateral  or  to  effect  the  purposes  of  this  Agreement.

NEGATIVE  COVENANTS
-------------------

Borrower  will not do any of the following without Bank's prior written consent,
for so long as Bank has an obligation to make Credit Extensions or there are any
outstanding  Obligations:

DISPOSITIONS.

Convey, sell, lease, transfer or otherwise dispose of (collectively "Transfer"),
or  permit  any of its Subsidiaries to Transfer, all or any part of its business
or  property,  except  for  Transfers (i) of Inventory in the ordinary course of
               ------
business; (ii) of non-exclusive licenses and similar arrangements for the use of
the property of Borrower or its Subsidiaries in the ordinary course of business;
or  (iii)  of  worn-out  or  obsolete  Equipment.

CHANGES IN BUSINESS, OWNERSHIP, MANAGEMENT OR BUSINESS LOCATIONS.

Engage in or permit any of its Subsidiaries to engage in any business other than
the businesses currently engaged in by Borrower or reasonably related thereto or
have  a  material  change  in its management or a change in ownership of greater
than  twenty  five  percent  (25%)  (other than by the sale of Borrower's equity
securities  in  a  public  offering  or  to venture capital investors so long as
Borrower  identifies  and advises Bank of the venture capital investors prior to
the closing of the investment).  Borrower will not, without at least thirty (30)
days  prior  written  notice,  change its state of formation, relocate its chief
executive  office  or  add  any  new  offices  or  business  locations.

MERGERS  OR  ACQUISITIONS.

Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate,
with any other Person, or acquire, or permit any of its Subsidiaries to acquire,
all  or  substantially  all  of the capital stock or property of another Person,
except  where  (i)  no  Event of Default has occurred and is continuing or would
result  from  such  action  during  the  term  of  this  Agreement and (ii) such
transaction  would  not  result  in  a decrease of more than twenty five percent
(25%)  of Tangible Net Worth. A Subsidiary may merge or consolidate into another
Subsidiary  or  into  Borrower.

INDEBTEDNESS.

Create,  incur,  assume,  or  be  liable  for  any  Indebtedness,  or permit any
Subsidiary  to  do  so,  other  than  Permitted  Indebtedness.

ENCUMBRANCE.

Create, incur, or allow any Lien on any of its property, or assign or convey any
right  to  receive  income, including the sale of any Accounts, or permit any of
its  Subsidiaries to do so, except for Permitted Liens, or permit any Collateral


                                      -11-
<PAGE>
not  to be subject to the first priority security interest granted here, subject
to  Permitted  Liens.

DISTRIBUTIONS;  INVESTMENTS.

Directly  or indirectly acquire or own any Person, or make any Investment in any
Person, other than Permitted Investments or acquisitions permitted under Section
7.3,  or permit any of its Subsidiaries to do so.  Pay any dividends or make any
distribution  or  payment  or  redeem,  retire  or  purchase  any capital stock.

TRANSACTIONS  WITH  AFFILIATES.

Directly  or  indirectly  enter into or permit to exist any material transaction
with  any Affiliate of Borrower except for transactions that are in the ordinary
course  of  Borrower's business, upon fair and reasonable terms that are no less
favorable to Borrower than would be obtained in an arm's length transaction with
a  nonaffiliated  Person.

SUBORDINATED  DEBT.

Make  or  permit any payment on any Subordinated Debt, except under the terms of
the  Subordinated  Debt,  or amend any provision in any document relating to the
Subordinated  Debt  without  Bank's  prior  written  consent.

COMPLIANCE.

Become  an  "investment  company"  or  a  company  controlled  by an "investment
company,"  under  the  Investment Company Act of 1940 or undertake as one of its
important  activities extending credit to purchase or carry margin stock, or use
the  proceeds of any Credit Extension for that purpose; fail to meet the minimum
funding  requirements  of  ERISA,  permit  a  Reportable  Event  or  Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair
Labor  Standards  Act  or  violate any other law or regulation, if the violation
could  reasonably  be  expected  to have a material adverse effect on Borrower's
business  or  operations  or  would  reasonably  be expected to cause a Material
Adverse  Change,  or  permit  any  of  its  Subsidiaries  to  do  so.

                          REGISTRATION OF COPYRIGHTS.

     Borrower will not register any Copyrights without giving Bank prior written
notice.

EVENTS  OF  DEFAULT
-------------------

Any one of the following is an Event of Default:

PAYMENT  DEFAULT.

If  Borrower  fails to pay any of the Obligations within three (3) Business Days
after  their  due  date.  During  the  additional period the failure to cure the
default  is not an Event of Default (but no Credit Extension will be made during
the  cure  period);

COVENANT  DEFAULT.

     (a) If Borrower fails to perform any obligation under Section 6 or violates
any  of  the  covenants  contained  in  Article  7  of  this  Agreement;  or


                                      -12-
<PAGE>
     (b)  If  Borrower  fails or neglects to perform, keep, or observe any other
material  term,  provision,  condition, covenant, or agreement contained in this
Agreement,  in  any  of  the  Loan  Documents, or in any other present or future
agreement between Borrower and Bank and as to any default under such other term,
provision,  condition,  covenant  or  agreement that can be cured, has failed to
cure  such  default within ten (10) days after the occurrence thereof; provided,
however,  that  if the default cannot by its nature be cured within the ten (10)
day  period  or  cannot after diligent attempts by Borrower be cured within such
ten  (10) day period, and such default is likely to be cured within a reasonable
time,  then Borrower shall have an additional reasonable period (which shall not
in any case exceed thirty (30) days) to attempt to cure such default, and within
such  reasonable time period the failure to have cured such default shall not be
deemed  an  Event  of  Default  (provided that no Credit Extensions will be made
during  such  cure  period);

MATERIAL  ADVERSE  CHANGE.

If  there  (i)  occurs a material adverse change in the business, operations, or
condition  (financial  or  otherwise)  of  the  Borrower,  or (ii) is a material
impairment  of  the  prospect  of repayment of any portion of the Obligations or
(iii)  is  a  material  impairment  of  the value or priority of Bank's security
interests  in  the  Collateral.

ATTACHMENT.

If  any material portion of Borrower's assets is attached, seized, levied on, or
comes  into  possession  of a trustee or receiver and the attachment, seizure or
levy is not removed in ten (10) days, or if Borrower is enjoined, restrained, or
prevented by court order from conducting a material part of its business or if a
judgment  or  other  claim  becomes  a  Lien on a material portion of Borrower's
assets,  or  if  a  notice  of lien, levy, or assessment is filed against any of
Borrower's  assets  by  any  government agency and not paid within ten (10) days
after Borrower receives notice.  These are not Events of Default if stayed or if
a  bond  is posted pending contest by Borrower (but no Credit Extensions will be
made  during  the  cure  period);

INSOLVENCY.

If  Borrower becomes insolvent or if Borrower begins an Insolvency Proceeding or
an  Insolvency  Proceeding is begun against Borrower and not dismissed or stayed
within  30  days  (but  no  Credit Extensions will be made before any Insolvency
Proceeding  is  dismissed);

OTHER  AGREEMENTS.

If  there  is a default in any agreement between Borrower and a third party that
gives  the  third  party  the  right  to  accelerate  any Indebtedness exceeding
$100,000  or  that  could  cause  a  Material  Adverse  Change;

JUDGMENTS.

If  a money judgment(s) in the aggregate of at least $50,000 is rendered against
Borrower  and  is unsatisfied and unstayed for 10 days (but no Credit Extensions
will  be  made  before  the  judgment  is  stayed  or  satisfied);

MISREPRESENTATIONS.

If  Borrower  or  any  Person  acting  for  Borrower  makes  any  material
misrepresentation  or  material  misstatement  now  or  later in any warranty or
representation  in  this  Agreement  or  in  any writing delivered to Bank or to
induce  Bank  to  enter  this  Agreement  or  any  Loan  Document;  or


                                      -13-
<PAGE>
SUBSIDIARIES.

Any  circumstance  described in Sections 8.3, 0, 0 or 0 occurs to any Subsidiary
of  Borrower.

BANK'S  RIGHTS  AND  REMEDIES
-----------------------------

RIGHTS  AND  REMEDIES.

When  an  Event  of  Default  occurs  and  continues Bank may, without notice or
demand,  do  any  or  all  of  the  following:

     (r) Declare all Obligations immediately due and payable (but if an Event of
Default  described  in  Section 0 occurs all Obligations are immediately due and
payable  without  any  action  by  Bank);

     (s)  Stop  advancing money or extending credit for Borrower's benefit under
this  Agreement  or  under  any  other  agreement  between  Borrower  and  Bank;

     (t)  Settle or adjust disputes and claims directly with account debtors for
amounts,  on  terms  and  in  any  order  that  Bank  considers  advisable;

     (u)  Make any payments and do any acts it considers necessary or reasonable
to  protect  its security interest in the Collateral. Borrower will assemble the
Collateral  if  Bank requires and make it available as Bank designates. Bank may
enter  premises where the Collateral is located, take and maintain possession of
any  part  of the Collateral, and pay, purchase, contest, or compromise any Lien
which  appears  to  be  prior  or  superior to its security interest and pay all
expenses incurred. Borrower grants Bank a license to enter and occupy any of its
premises,  without  charge,  to  exercise  any  of  Bank's  rights  or remedies;

     (v) Apply to the Obligations any (i) balances and deposits of Borrower with
Bank  or its Affiliate it holds, or (ii) any amount held by Bank owing to or for
the  credit  or  the  account  of  Borrower;

     (w)  Ship,  reclaim,  recover, store, finish, maintain, repair, prepare for
sale,  advertise  for  sale,  and  sell  the  Collateral.  Bank  is  granted  a
non-exclusive,  royalty-free  license  or  other  right  to use, without charge,
Borrower's  labels,  Patents,  Copyrights,  rights  of  use  of  any name, trade
secrets,  trade names, Trademarks, service marks, and advertising matter, or any
similar  property as it pertains to the Collateral, in completing production of,
advertising  for sale, and selling any Collateral and, in connection with Bank's
exercise  of its rights under this Section, Borrower's rights under all licenses
and  all  franchise  agreements  inure  to  Bank's  benefit;  and

     (x)  Dispose  of  the  Collateral  according  to  the  Code.

POWER  OF  ATTORNEY.

Effective  only  when  an  Event  of  Default  occurs  and  continues,  Borrower
irrevocably  appoints  Bank  as  its lawful attorney to:  (i) endorse Borrower's
name  on  any checks or other forms of payment or security; (ii) sign Borrower's
name  on any invoice or bill of lading for any Account or drafts against account
debtors,  (iii)  make,  settle, and adjust all claims under Borrower's insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with  account  debtors, for amounts and on terms Bank determines reasonable; and
(v)  transfer  the Collateral into the name of Bank or a third party as the Code
permits.  Bank may exercise the power of attorney to sign Borrower's name on any
documents  necessary  to  perfect  or  continue  the  perfection of any security
interest  regardless  of  whether  an  Event  of  Default  has occurred.  Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled  with an interest, are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.


                                      -14-
<PAGE>
ACCOUNTS  COLLECTION.

When  an Event of Default occurs and continues, Bank may notify any Person owing
Borrower money of Bank's security interest in the funds and verify the amount of
the  Account.  Borrower  must  collect  all  payments  in trust for Bank and, if
requested by Bank, immediately deliver the payments to Bank in the form received
from  the  account  debtor,  with  proper  endorsements  for  deposit.

BANK  EXPENSES.

If  Borrower fails to pay any amount or furnish any required proof of payment to
third  persons,  Bank  may  make  all or part of the payment or obtain insurance
policies  required  in  Section  0,  and take any action under the policies Bank
deems  prudent.  Any  amounts paid by Bank are Bank Expenses and immediately due
and  payable,  bearing  interest  at the then applicable rate and secured by the
Collateral.  No  payments  by  Bank  are  deemed  an  agreement  to make similar
payments  in  the  future  or  Bank's  waiver  of  any  Event  of  Default.

BANK'S  LIABILITY  FOR  COLLATERAL.

If  Bank  complies  with  reasonable  banking  practices and the Code, it is not
liable for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default  of  any carrier, warehouseman, bailee, or other person.  Borrower bears
all  risk  of  loss,  damage  or  destruction  of  the  Collateral.

REMEDIES  CUMULATIVE.

Bank's  rights  and  remedies  under this Agreement, the Loan Documents, and all
other  agreements  are  cumulative.  Bank  has  all rights and remedies provided
under  the Code, by law, or in equity. Bank's exercise of one right or remedy is
not  an  election, and Bank's waiver of any Event of Default is not a continuing
waiver.  Bank's  delay  is not a waiver, election, or acquiescence. No waiver is
effective  unless  signed  by  Bank  and then is only effective for the specific
instance  and  purpose  for  which  it  was  given.

DEMAND  WAIVER.

Borrower  waives  demand,  notice  of default or dishonor, notice of payment and
nonpayment,  notice of any default, nonpayment at maturity, release, compromise,
settlement,  extension,  or renewal of accounts, documents, instruments, chattel
paper,  and  guarantees  held  by  Bank  on  which  Borrower  is  liable.

NOTICES
-------

All  notices  or  demands by any party about this Agreement or any other related
agreement must be in writing and be personally delivered or sent by an overnight
delivery  service, by certified mail, postage prepaid, return receipt requested,
or  by  telefacsimile  to  the  addresses  set  forth  at  the beginning of this
Agreement.  A  party  may  change  its  notice address by giving the other party
written  notice.


                                      -15-
<PAGE>
CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER
-------------------------------------------

New  York  law  governs  the  Loan  Documents  without  regard  to principles of
conflicts  of  law.  Borrower and Bank each submit to the exclusive jurisdiction
of the State and Federal courts in the State of New York provided, however, that
if  for  any  reason the Bank can not avail itself of the courts of the State of
New York, the Borrower and Bank each submit to the jurisdiction of the State and
Federal  Courts  in  Santa  Clara  County,  California.

BORROWER  AND  BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF  THE  LOAN  DOCUMENTS  OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER  IS  A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.
EACH  PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  COUNSEL.

GENERAL  PROVISIONS
-------------------

SUCCESSORS  AND  ASSIGNS.

This  Agreement  binds  and  is  for the benefit of the successors and permitted
assigns  of  each  party.  Borrower  may not assign this Agreement or any rights
under  it  without Bank's prior written consent which may be granted or withheld
in  Bank's  discretion.  Bank has the right, without the consent of or notice to
Borrower,  to  sell,  transfer,  negotiate, or grant participation in all or any
part  of, or any interest in, Bank's obligations, rights and benefits under this
Agreement.

INDEMNIFICATION.

Borrower  will  indemnify,  defend  and  hold  harmless  Bank  and its officers,
employees,  and  agents  against:  (a)  all  obligations,  demands,  claims, and
liabilities  asserted  by  any  other  party in connection with the transactions
contemplated  by  the  Loan  Documents;  and  (b)  all  losses  or Bank Expenses
incurred,  or  paid  by  Bank  from, following, or consequential to transactions
between  Bank  and  Borrower (including reasonable attorneys fees and expenses),
except  for  losses  caused  by  Bank's  gross negligence or willful misconduct.

TIME  OF  ESSENCE.

Time is of the essence for the performance of all obligations in this Agreement.

SEVERABILITY  OF  PROVISION.

Each  provision  of  this  Agreement  is severable from every other provision in
determining  the  enforceability  of  any  provision.

AMENDMENTS  IN  WRITING,  INTEGRATION.

All  amendments  to this Agreement must be in writing and signed by Borrower and
Bank.  This Agreement represents the entire agreement about this subject matter,
and  supersedes  prior  negotiations  or  agreements.  All  prior  agreements,
understandings,  representations,  warranties,  and  negotiations  between  the
parties about the subject matter of this Agreement merge into this Agreement and
the  Loan  Documents.


                                      -16-
<PAGE>
COUNTERPARTS.

This  Agreement  may  be executed in any number of counterparts and by different
parties  on  separate  counterparts, each of which, when executed and delivered,
are  an  original,  and  all  taken  together,  constitute  one  Agreement.

SURVIVAL.

All covenants, representations and warranties made in this Agreement continue in
full  force  while  any  Obligations  remain  outstanding.  The  obligations  of
Borrower  in  Section  0  to  indemnify  Bank will survive until all statutes of
limitations  for  actions  that  may  be  brought  against  Bank  have  run.

CONFIDENTIALITY.

In  handling any confidential information, Bank will exercise the same degree of
care  that  it  exercises for its own proprietary information, but disclosure of
information  may  be made (i) to Bank's subsidiaries or affiliates in connection
with their business with Borrower, (ii) to prospective transferees or purchasers
of  any  interest  in  the loans (provided, however, Bank shall use commercially
reasonable  efforts  in  obtaining  such  prospective  transferee  or purchasers
agreement of the terms of this provision), (iii) as required by law, regulation,
subpoena, or other order, (iv) as required in connection with Bank's examination
or  audit  and  (v) as Bank considers appropriate exercising remedies under this
Agreement.  Confidential  information  does not include information that either:
(a)  is  in the public domain or in Bank's possession when disclosed to Bank, or
becomes  part of the public domain after disclosure to Bank; or (b) is disclosed
to  Bank  by  a  third  party,  if  Bank  does  not know that the third party is
prohibited  from  disclosing  the  information.

EFFECTIVE  DATE.

     Notwithstanding  anything  set forth in this Agreement or any Loan Document
to  the  contrary,  this  Agreement  and  all of the Loan Documents shall not be
effective  until the date on which the Bank executes this Agreement as indicated
on  the  signature  page  to  this  Agreement.

ATTORNEYS'  FEES,  COSTS  AND  EXPENSES.

In  any  action  or proceeding between Borrower and Bank arising out of the Loan
Documents,  the  prevailing  party  will  be  entitled to recover its reasonable
attorneys' fees and other reasonable costs and expenses incurred, in addition to
any  other  relief  to  which  it  may  be  entitled.

DEFINITIONS
-----------

DEFINITIONS.

In  this  Agreement:

"ACCOUNTS"  has  the meaning set forth in the Code and includes all existing and
later  arising accounts, contract rights, and other obligations owed Borrower in
connection  with  its  sale  or lease of goods (including licensing software and
other  technology)  or  provision of services, all credit insurance, guaranties,
other  security  and  all  merchandise  returned  or  reclaimed  by Borrower and
Borrower's  Books  relating  to  any  of  the  foregoing.

"ADVANCE"  or  "ADVANCES"  is  a  loan advance (or advances) under the Committed
Revolving  Line.


                                      -17-
<PAGE>
"AFFILIATE" of a Person is a Person that owns or controls directly or indirectly
the  Person,  any  Person  that  controls or is controlled by or is under common
control  with  the  Person, and each of that Person's senior executive officers,
directors,  partners  and,  for  any Person that is a limited liability company,
that  Person's  managers  and  members.

"BANK  EXPENSES"  are  all  audit  fees  and  expenses  and reasonable costs and
expenses  (including  reasonable  attorneys'  fees  and expenses) for preparing,
negotiating,  defending  and  enforcing the Loan Documents (including appeals or
Insolvency  Proceedings)  or  confirming  Bank's  first  Lien perfected security
interest  in  the  Collateral.

"BORROWER'S  BOOKS"  are  all  Borrower's  books  and records including ledgers,
records  regarding  Borrower's  assets  or liabilities, the Collateral, business
operations  or  financial  condition  and  all computer programs or discs or any
equipment  containing  the  information.

"BORROWING BASE" is eighty (80%) of Eligible Accounts as determined by Bank from
Borrower's  most recent Borrowing Base Certificate; provided, however, that Bank
                                                    --------  -------
may  lower  the  percentage  of  the Borrowing Base after performing an audit of
Borrower's  Collateral.

"BUSINESS  DAY"  is any day that is not a Saturday, Sunday or a day on which the
Bank  is  closed.

"CLOSING  DATE"  is  the  date  of  this  Agreement.

"CODE"  is the Uniform Commercial Code, in effect in the State of New York as in
effect  from  time  to  time.

"COLLATERAL"  is  the  property  described  on  Exhibit  A.
                                                ----------

"COMMITTED  EQUIPMENT  LINE"  is a Credit Extension of up to Two Million Dollars
($2,000,000).

"COMMITTED  REVOLVING  LINE"  is  Advances  of  up  to  Two  Million  Dollars
($2,000,000).

"CONTINGENT  OBLIGATION"  is,  for any Person, any direct or indirect liability,
contingent  or  not,  of  that Person for (i) any indebtedness, lease, dividend,
letter  of  credit or other obligation of another such as an obligation directly
or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by
that Person, or for which that Person is directly or indirectly liable; (ii) any
obligations  for  undrawn  letters of credit for the account of that Person; and
(iii)  all  obligations  from  any  interest  rate,  currency  or commodity swap
agreement,  interest  rate  cap  or  collar  agreement,  or  other  agreement or
arrangement  designated  to  protect  a  Person  against fluctuation in interest
rates, currency exchange rates or commodity prices;  but "Contingent Obligation"
does not include endorsements in the ordinary course of business.  The amount of
a  Contingent  Obligation  is  the  stated  or  determined amount of the primary
obligation  for which the Contingent Obligation is made or, if not determinable,
the  maximum reasonably anticipated liability for it determined by the Person in
good  faith;  but the amount may not exceed the maximum of the obligations under
the  guarantee  or  other  support  arrangement.

"COPYRIGHTS"  are  all  copyright rights, applications or registrations and like
protections  in each work or authorship or derivative work, whether published or
not  (whether  or  not  it  is  a  trade secret) now or later existing, created,
acquired  or  held.

"CREDIT EXTENSION" is each Advance, Equipment Advance, or any other extension of
credit  by  Bank  for  Borrower's  benefit.

"CURRENT  LIABILITIES"  are the aggregate amount of Borrower's Total Liabilities
which  mature  within  one  (1)  year.


                                      -18-
<PAGE>
"EBITDA"  means  net  income,  plus  income  taxes,  plus interest expense, plus
depreciation,  amortization  and  other  non-cash  charges.

"ELIGIBLE  ACCOUNTS"  are Accounts in the ordinary course of Borrower's business
that  meet  all Borrower's representations and warranties in Section 0; but Bank
                                                                        ---
may  change eligibility standards by giving Borrower notice.  Unless Bank agrees
otherwise  in  writing,  Eligible  Accounts  will  not  include:

     (y) Accounts that the account debtor has not paid within 90 days of invoice
date;

     (z)  Accounts for an account debtor, 50% or more of whose Accounts have not
been  paid  within  90  days  of  invoice  date;

     (aa)  Credit  balances  over  90  days  from  invoice  date;

     (bb)  Accounts  for  an  account  debtor, including Affiliates, whose total
obligations  to Borrower exceed 25% of all Accounts, for the amounts that exceed
that  percentage,  unless  the  Bank  approves  in  writing;

     (cc)  Accounts  for  which  the  account debtor does not have its principal
place  of  business  in  the  United  States;

     (dd)  Accounts  for  which  the account debtor is a federal, state or local
government  entity  or  any  department,  agency,  or  instrumentality;

     (ee)  Accounts  for  which Borrower owes the account debtor, but only up to
the  amount owed (sometimes called "contra" accounts, accounts payable, customer
deposits  or  credit  accounts);

     (ff) Accounts for demonstration or promotional equipment, or in which goods
are  consigned,  sales  guaranteed,  sale  or return, sale on approval, bill and
hold,  or  other  terms  if  account  debtor's  payment  may  be  conditional;

     (gg)  Accounts  for  which  the  account  debtor  is  Borrower's Affiliate,
officer,  employee,  or  agent;

     (hh)  Accounts  in which the account debtor disputes liability or makes any
claim  and  Bank  believes  there may be a basis for dispute (but only up to the
disputed  or  claimed  amount),  or  if  the  Account  Debtor  is  subject to an
Insolvency  Proceeding,  or  becomes  insolvent,  or  goes  out  of  business;

     (ii)  Accounts  for  which  Bank  reasonably  determines  collection  to be
doubtful.

"ELIGIBLE  EQUIPMENT"  is  new  general  purpose  computer  equipment,  office
equipment,  test  and laboratory equipment, furnishings, that comply with all of
Borrower's  representations  and warranties to Bank, which is acceptable to Bank
in all respects and which is subject to a first lien perfected security interest
in  favor  of  Bank.

"EQUIPMENT"  has  the  meaning set forth in the Code and includes is all present
and  future  machinery,  equipment,  tenant  improvements,  furniture, fixtures,
vehicles,  tools,  parts  and  attachments  in  which Borrower has any interest.

"EQUIPMENT ADVANCE" is defined in Section 0.

"EQUIPMENT AVAILABILITY END DATE" is defined in Section 0.

 "EQUIPMENT  TERM  NOTE"  means  that  certain  Equipment Term Note of even date
herewith  in  the  principal  amount  of  Two  Million Dollars ($2,000,000) from
Borrower in favor of Bank, together with all renewals, amendments, modifications
and  substitutions  therefor.

"ERISA"  is  the  Employment  Retirement  Income  Security  Act of 1974, and its
regulations.

"GAAP" is generally accepted accounting principles.

"INDEBTEDNESS"  is  (a) indebtedness for borrowed money or the deferred price of
property  or  services,  such  as reimbursement and other obligations for surety
bonds  and  letters  of  credit,  (b)  obligations  evidenced  by  notes, bonds,


                                      -19-
<PAGE>
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent  Obligations.

"INITIAL EQUIPMENT ADVANCE" is defined in Section 2.1.2.

"INITIAL EQUIPMENT ADVANCE REPAYMENT PERIOD" is twenty four (24) months.

"INSOLVENCY  PROCEEDING"  are  proceedings  by  or  against any Person under the
United  States  Bankruptcy  Code,  or  any  other  bankruptcy or insolvency law,
including  assignments  for  the  benefit of creditors, compositions, extensions
generally  with  its  creditors,  or  proceedings  seeking  reorganization,
arrangement,  or  other  relief.

"INTELLECTUAL  PROPERTY"  is:

     (a)  Copyrights,  Trademarks  and  Patents  including amendments, renewals,
extensions,  and  all  licenses  or other rights to use and all license fees and
royalties  from  the  use;

     (jj)  Any  trade  secrets  and any intellectual property rights in computer
software and computer software products now or later existing, created, acquired
or  held;

     (kk)  All  design  rights  which  may be available to Borrower now or later
created,  acquired  or  held;

     (ll)  Any  claims for damages (past, present or future) for infringement of
any  of  the  rights  above,  with the right, but not the obligation, to sue and
collect  damages  for  use  or  infringement of the intellectual property rights
above;

All  Proceeds  and products of the foregoing, including all insurance, indemnity
or  warranty  payments.

"INVENTORY"  has  the meaning set forth in the Code and includes all present and
future  inventory in which Borrower has any interest, including merchandise, raw
materials,  parts, supplies, packing and shipping materials, work in process and
finished products intended for sale or lease or to be furnished under a contract
of  service,  of  every  kind  and  description  now or later owned by or in the
custody  or possession, actual or constructive, of Borrower, including inventory
temporarily out of its custody or possession or in transit and including returns
on  any  accounts  or  other Proceeds from the sale or disposition of any of the
foregoing  and  any  documents  of  title.

"INVESTMENT"  is  any  beneficial  ownership  of  (including  stock, partnership
interest  or  other  securities)  any  Person,  or  any loan, advance or capital
contribution  to  any  Person.

 "LETTER-OF-CREDIT RIGHT" means a right to payment or performance under a letter
of  credit,  whether  or  not  the  beneficiary  has  demanded or is at the time
entitled  to  demand  payment  or  performance.

"LIEN"  is a mortgage, lien, deed of trust, charge, pledge, security interest or
other  encumbrance.

"LOAN  DOCUMENTS"  are,  collectively,  this Agreement, the Revolving Promissory
Note,  the  Equipment  Term  Note,  any note, or notes or guaranties executed by
Borrower,  and any other present or future agreement between Borrower and/or for
the  benefit of Bank in connection with this Agreement, all as amended, extended
or  restated.

"MATERIAL ADVERSE CHANGE" has the meaning set forth in Section 0.

"OBLIGATIONS"  are  debts,  principal, interest, Bank Expenses and other amounts
Borrower  owes Bank now or later, including cash management services, letters of
credit  and  foreign  exchange contracts, if any and including interest accruing
after  Insolvency  Proceedings  begin  and debts, liabilities, or obligations of
Borrower  assigned  to  Bank.

     "OTHER  EQUIPMENT"  is  used  Equipment  which  would  otherwise constitute
Eligible Equipment, leasehold improvements, intangible property such as computer
software  and software licenses, equipment specifically designed or manufactured


                                      -20-
<PAGE>
for  Borrower,  other  intangible  property, sales tax, freight and installation
expenses,  limited  use  property  and  other  similar  property.
"PATENTS"  are  patents,  patent  applications  and  like protections, including
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part  of  the  same.

"PAYROLL TAX ACCOUNT" is defined in Section 6.6.

"PERMITTED  INDEBTEDNESS"  is:

     (b)  Borrower's indebtedness to Bank under this Agreement or any other Loan
Document;

     (mm)  Indebtedness  existing on the Closing Date and shown on the Schedule;

     (nn)  Subordinated  Debt;

     (oo)  Indebtedness  to  trade  creditors incurred in the ordinary course of
business;  and

     (pp)  Indebtedness  secured  by  Permitted  Liens.

"PERMITTED  INVESTMENTS"  are:

     (c) Investments shown on the Schedule and existing on the Closing Date; and

     (qq) (i) marketable direct obligations issued or unconditionally guaranteed
by  the United States or its agency or any State maturing within 1 year from its
acquisition,  (ii)  commercial  paper  maturing  no  more  than 1 year after its
creation and having the highest rating from either Standard & Poor's Corporation
or  Moody's  Investors  Service,  Inc., and (iii) Bank's certificates of deposit
issued  maturing  no  more  than  1  year  after  issue.

"PERMITTED  LIENS"  are:

     (d) Liens existing on the Closing Date and shown on the Schedule or arising
under  this  Agreement  or  other  Loan  Documents;

     (rr)  Liens  for  taxes,  fees,  assessments or other government charges or
levies,  either  not  delinquent  or being contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
                                                   --
any  of  Bank's  security  interests;

     (ss)  Purchase money Liens (i) on Equipment acquired or held by Borrower or
its  Subsidiaries  incurred  for  financing the acquisition of the Equipment, or
(ii)  existing  on  equipment  when  acquired,  if  the  Lien is confined to the
                                                --
property  and  improvements  and  the  Proceeds  of  the  equipment;

     (tt)  Licenses  or sublicenses granted in the ordinary course of Borrower's
business  and  any  interest  or  title  of  a  licensor or under any license or
sublicense,  if  the  licenses  and  sublicenses permit granting Bank a security
             --
interest;

     (uu)  Leases  or  subleases  granted  in  the ordinary course of Borrower's
business,  including  in  connection  with  Borrower's leased premises or leased
property  (including  equipment  leases);

     (vv)  Liens  incurred  in  the  extension,  renewal  or  refinancing of the
indebtedness  secured  by Liens described in (a) through (c), but any extension,
                                                              ---
renewal  or  replacement  Lien must be limited to the property encumbered by the
existing  Lien  and  the  principal amount of the indebtedness may not increase.
"PERSON"  is any individual, sole proprietorship, partnership, limited liability
company, joint venture, company association, trust, unincorporated organization,
association,  corporation,  institution, public benefit corporation, firm, joint
stock  company,  estate,  entity  or  government  agency.

"PROCEEDS" has the meaning described in the Code as in effect from time to time.

"PRIME  RATE"  is Bank's most recently announced "prime rate," even if it is not
Bank's  lowest  rate.

"QUICK  ASSETS" is, on any date, the Borrower's consolidated, unrestricted cash,
cash  equivalents,  and  net  billed accounts receivable determined according to
GAAP.


                                      -21-
<PAGE>
"REGISTERED  ORGANIZATION"  means an organization organized solely under the law
of  a  single state or the United States and as to which the state or the United
States  must  maintain  a  public  record  showing the organization to have been
organized.

"REPAYMENT  PERIOD"  is  thirty  six  (36)  months.

"RESPONSIBLE OFFICER" is each of the Chief Executive Officer, the President, the
Chief  Financial  Officer  and  the  Controller  of  Borrower.

"REVOLVING  MATURITY  DATE"  is  January  __,  2004.

"REVOLVING PROMISSORY NOTE" means that certain Revolving Promissory Note of even
date  herewith  in  the  maximum  principal  amount  of  Two  Million  Dollars
($2,000,000)  from  Borrower  in  favor  of  Bank,  together  with all renewals,
amendments,  modifications  and  substitutions,  therefor.

"SCHEDULE"  is  any  attached  schedule  of  exceptions.

"SUBORDINATED  DEBT"  is  debt  incurred  by Borrower subordinated to Borrower's
indebtedness  owed  to  Bank  and which is reflected in a written agreement in a
manner  and  form  acceptable  to  Bank  and  approved  by  Bank  in  writing.

"SUBSIDIARY"  is for any Person, or any other business entity of which more than
50%  of  the  voting  stock  or  other  equity interests is owned or controlled,
directly  or  indirectly, by the Person or one or more Affiliates of the Person.

"SUPPORTING  OBLIGATION" means a Letter-of-credit right, secondary obligation or
obligation of a secondary obligor or that supports the payment or performance of
an  account,  chattel  paper, a document, a general intangible, an instrument or
investment  property.

"TANGIBLE  NET WORTH" is, on any date, the consolidated total assets of Borrower
and  its  Subsidiaries  minus, (i) any amounts attributable to (a) goodwill, (b)
                        -----
intangible  items  such as unamortized debt discount and expense, Patents, trade
and  service  marks  and names, Copyrights and research and development expenses
except  prepaid expenses, and (c) reserves not already deducted from assets, and
                                                                             ---
(ii)  Total  Liabilities.

"TOTAL  LIABILITIES"  is  on  any  day,  obligations that should, under GAAP, be
classified  as  liabilities  on Borrower's consolidated balance sheet, including
all  Indebtedness, and current portion Subordinated Debt allowed to be paid, but
excluding  all  other  Subordinated  Debt.

"TRADEMARKS"  are  trademark  and  servicemark  rights,  registered  or  not,
applications  to register and registrations and like protections, and the entire
goodwill  of  the  business  of  Borrower  connected  with  the  trademarks.

                    [Signatures appear on the following page]


                                      -22-
<PAGE>
BORROWER:

LIFECELL  CORPORATION


By: /s/  Steven  Sobieski   (SEAL)
   -------------------------------
Name: Steven Sobieski
Title: V.P. Finance and Chief Financial Officer

BANK:

SILICON  VALLEY  BANK


By:  /s/  Melissa Stepanis
   -----------------------
   Name:  Melissa Stepanis
   Title:  Vice President

        Signed by Silicon Valley Bank as of the _____ day of ____________, 2002.



                                      -23-
<PAGE>