Exhibit  10.34

                                 EQUIPMENT TERM NOTE
                                 -------------------


$2,000,000                                                 New  York,  New  York
                                                              January  15,  2003

     FOR  VALUE  RECEIVED,  the  undersigned,  LIFECELL  CORPORATION, a Delaware
corporation  ("Borrower") promises to pay to the order of SILICON VALLEY BANK, a
California-chartered  bank  ("Bank"),  at  such  place  as the holder hereof may
designate, in lawful money of the United States of America, the aggregate unpaid
principal  amount  of all equipment advances ("Equipment Advances") made by Bank
to Borrower in accordance with the terms and conditions of the Loan and Security
Agreement  among  Borrower and Bank, of even date herewith (as amended from time
to  time, the "Loan Agreement"), up to a maximum principal amount of Two Million
Dollars  ($2,000,000)  ("Principal  Sum"), or so much thereof as may be advanced
and  remains  unpaid.  Borrower  may  request Equipment Advances under this Note
from  and  until the Equipment Availability End Date.  The unpaid Principal Sum,
together  with  interest  thereon  at  the  rate  or  rates provided in the Loan
Agreement,  shall be payable as set forth in the Loan Agreement.  Borrower shall
have  the  right  to prepay any Equipment Advances in whole, or in part, without
penalty or premium, upon five (5) days prior notice to Bank.  At the time of any
prepayment,  Borrower  must  pay,  on  the date of the prepayment (A) all unpaid
accrued  interest to the date of the prepayment; and (B) all other sums, if any,
that  shall  have  become  due  and  payable  under  the  Loan  Documents.

     Borrower  further agrees that, if any payment made by Borrower or any other
person  is  applied  to  this  Note  and  is  at  any  time annulled, set aside,
rescinded,  invalidated,  declared to be fraudulent or preferential or otherwise
required  to  be  refunded  or repaid, or the proceeds of any property hereafter
securing  this  Note is required to be returned by Bank to Borrower, its estate,
trustee,  receiver  or  any  other  party,  including,  without limitation, such
Borrower,  under  any  bankruptcy  law,  state  or  federal  law,  common law or
equitable  cause,  then,  to the extent of such payment or repayment, Borrower's
liability  hereunder  (and  any  lien,  security  interest  or  other collateral
securing  such liability) shall be and remain in full force and effect, as fully
as  if  such  payment  had  never been made, or, if prior thereto any such lien,
security  interest  or  other collateral hereafter securing Borrower's liability
hereunder  shall have been released or terminated by virtue of such cancellation
or  surrender,  this Note (and such lien, security interest or other collateral)
shall  be  reinstated  in  full force and effect, and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the
obligations  of  Borrower in respect of the amount of such payment (or any lien,
security  interest  or  other  collateral  securing  such  obligation).

     This  Note is the "Equipment Term Note" described in the Loan Agreement, to
which  reference  is  hereby made for a more complete statement of the terms and
conditions  under  which  the  loans and Equipment Advances evidenced hereby are
made.  This  Note is secured as provided in the Loan Agreement.  All capitalized
terms  used  herein  and  not otherwise defined shall have the meanings given to
such  terms  in  the  Loan  Agreement.

Borrower  irrevocably  waives the right to direct the application of any and all
payments  at  any  time hereafter received by Bank from or on behalf of Borrower
and  Borrower  irrevocably  agrees that Bank shall have the continuing exclusive
right  to  apply  any  and  all  such  payments  against  the then due and owing


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obligations  of  Borrower  as  Bank  may  deem  advisable.  In  the absence of a
specific  determination  by  Bank  with  respect  thereto, all payments shall be
applied  in the following order: (a) then due and payable fees and expenses; (b)
then  due  and payable interest payments and mandatory prepayments; and (c) then
due  and  payable  principal  payments  and  optional  prepayments.

     Bank  is  hereby  authorized  by  Borrower  to  endorse on Bank's books and
records  each  Equipment  Advance made by Bank under this Note and the amount of
each  payment or prepayment of principal of each such Equipment Advance received
by Bank; it being understood, however, that failure to make any such endorsement
(or  any  error  in  notation) shall not affect the obligations of Borrower with
respect  to  Equipment  Advances  made  hereunder,  and payments of principal by
Borrower  shall  be  credited  to Borrower notwithstanding the failure to make a
notation  (or  any  errors  in  notation)  thereof  on  such  books and records.

     The  occurrence of any one or more of the following events shall constitute
an  event  of default (individually, an "Event of Default" and collectively, the
"Events  of  Default")  under  the  terms  of  this  Note:

          (a)  The  failure of Borrower to pay to Bank within three (3) Business
Days of when due any and all amounts payable by Borrower to Bank under the terms
of  this  Note;  or

          (b)  The  occurrence of an Event of Default (as defined therein) under
the  terms  and  conditions  of  any  of  the  other  Loan  Documents.

     Upon  the  occurrence  of  an  Event of Default, at the option of Bank, all
amounts  payable  by  Borrower  to  Bank  under  the  terms  of  this Note shall
immediately  become  due  and  payable  by  Borrower  to  Bank without notice to
Borrower or any other person, and Bank shall have all of the rights, powers, and
remedies available under the terms of this Note, any of the other Loan Documents
and  all  applicable  laws.  Borrower  and  all endorsers, guarantors, and other
parties  who may now or in the future be primarily or secondarily liable for the
payment  of  the  indebtedness  evidenced  by  this  Note hereby severally waive
presentment,  protest  and  demand,  notice  of protest, notice of demand and of
dishonor  and non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way affecting
the  liability  of  Borrower,  guarantors  and  endorsers.

     Borrower  promises to pay all costs and expenses of collection of this Note
and  to  pay all reasonable attorneys' fees incurred in such collection, whether
or  not there is a suit or action, or in any suit or action to collect this Note
or  in any appeal thereof.  Borrower waives presentment, demand, protest, notice
of  protest,  notice  of  dishonor,  notice of nonpayment, and any and all other
notices  and  demands  in  connection with the delivery, acceptance, performance
default  or  enforcement  of  this  Note,  as well as any applicable statutes of
limitations.  No  delay by Bank in exercising any power or right hereunder shall
operate  as  a  waiver  of any power or right.  Time is of the essence as to all
obligations  hereunder.

     This  Note is issued pursuant to the Loan Agreement, which shall govern the
rights  and  obligations  of Borrower with respect to all obligations hereunder.


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     Borrower  acknowledges  and  agrees that this Note shall be governed by the
laws  of  the  State  of  New York, excluding conflicts of laws principles, even
though  for  the  convenience  and  at the request of Borrower, this Note may be
executed  elsewhere.

     BORROWER  ACCEPTS  FOR  ITSELF  AND  IN  CONNECTION  WITH  ITS  PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT  JURISDICTION  IN  THE  STATE  OF  NEW  YORK  IN  ANY ACTION, SUIT, OR
PROCEEDING  OF  ANY  KIND,  AGAINST  IT WHICH ARISES OUT OF OR BY REASON OF THIS
AGREEMENT;  PROVIDED,  HOWEVER,  THAT IF FOR ANY REASON BANK CANNOT AVAIL ITSELF
OF THE COURTS OF NEW YORK, BORROWER ACCEPTS JURISDICTION OF THE COURTS AND VENUE
IN  SANTA  CLARA  COUNTY, CALIFORNIA.  BORROWER AND BANK EACH HEREBY WAIVE THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN,  INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY RECOGNIZES AND AGREES THAT THE
FOREGOING  WAIVER  CONSTITUTES  A  MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS
AGREEMENT.  EACH  PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER
WITH  ITS  LEGAL  COUNSEL  AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH  LEGAL  COUNSEL.

                     [SIGNATURES ARE ON THE FOLLOWING PAGE]


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     IN WITNESS WHEREOF, Borrower has caused this Note to be executed under seal
by  its  duly  authorized  officers  as  of  the  date  first  written  above.

WITNESS/ATTEST:               LIFECELL CORPORATION


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




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