Exhibit 10.31


THESE  SECURITIES,  AND  THE  SHARES  OF  COMMON  STOCK WHICH MAY BE ISSUED UPON
EXERCISE  OF THESE SECURITIES, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AND  HAVE  BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION  WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY  BE  EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN  OPINION  OF  COUNSEL  IN  A  FORM  SATISFACTORY  TO  THE  COMPANY  THAT SUCH
REGISTRATION  IS  NOT  REQUIRED  UNDER  THE  SECURITIES  ACT  OF  1933.


                              LIFECELL CORPORATION

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
               --------------------------------------------------

                                 July ___, 2001


                                                                _________ Shares

FOR  VALUE  RECEIVED,  LIFECELL  CORPORATION,  a  Delaware  corporation  (the
"Company"),  hereby  certifies  that  _________________, a _______, or permitted
assigns  thereof,  is entitled to purchase from the Company, at any time or from
time  to time prior to 5:00 p.m., New York City time, on that date which is five
(5)  years  from  the  date  hereof,  _____________ fully paid and nonassessable
shares  of  the  common  stock,  par  value $.001 per share, of the Company upon
payment  of  the  purchase  price of $1.92 per share; each subject to adjustment
pursuant  to  the  terms  hereof.

Hereinafter,  (i)  the  common  stock referred to above, together with any other
equity  securities which may be issued by the Company with respect thereto or in
substitution  therefor, is referred to as the "Common Stock," (ii) the shares of
the  Common  Stock  purchasable  hereunder  or  under  any  other  Warrant  (as
hereinafter  defined)  are  referred  to  as  the  "Warrant  Shares,"  (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as  the  "Aggregate Warrant Price," (iv) the price payable hereunder for each of
the  Warrant  Shares  is  referred to as the "Per Share Warrant Price," (v) this
Warrant,  all  identical  warrants  issued  on  the date hereof and all warrants
hereafter  issued  in  exchange  or  substitution for this Warrant or such other
warrants  are  referred to as the "Warrants" and (vi) the holder of this Warrant
is  referred  to  as  the "Holder" and the holders of this Warrant and all other
Warrants  are  referred  to  as  the  "Holders."

The  Per  Share  Warrant Price is subject to adjustment as hereinafter provided.

1.   Exercise  of  Warrant.
     ----------------------

          (a)  This  Warrant  may  be exercised, in whole at any time or in part
          from  time  to time, prior to its expiration as set forth above by the
          Holder  by  the  surrender  of  this  Warrant to the Company (with the
          subscription  form at the end hereof duly executed) at the address set
          forth  in  Subsection  9  hereof,  together with proper payment of the
          Aggregate  Warrant  Price,  or  the proportionate part thereof if this
          Warrant is exercised in part. Payment for Warrant Shares shall be made
          by  cashier's check or by wire transfer of funds. Upon any exercise of
          this  Warrant, the Holder may, at its option, instruct the Company, by


                                      -1-
<PAGE>
          written  notice accompanying the surrender of this Warrant at the time
          of  such  exercise, to apply to the payment required by this Section 1
          such  number  of the shares of Common Stock otherwise issuable to such
          Holder  upon  such  exercise  as shall be specified in such notice, in
          which  case  an  amount  equal  to  the excess of the Market Price (as
          defined  below)  of such specified number of shares on the date of the
          exercise  over  the  portion of the payment required by this Section 1
          attributable  to  such shares shall be deemed to have been paid to the
          Company  and the number of shares issuable upon such exercise shall be
          reduced  by  such  specified  number.  For the purpose of this warrant
          agreement,  the  "Market  Price"  of  a share of Common Stock or other
          securities  on any day shall mean the average closing price of a share
          of  Common Stock or other security for the 10 consecutive trading days
          preceding  such  day  on  the  Nasdaq  National  Market  or such other
          principal  national  securities exchange on which the shares of Common
          Stock  or  securities  are  listed  or  admitted to trading or, if not
          listed or admitted to trading on any national securities exchange, the
          average  of  the  reported bid and asked prices during such 10 trading
          day period in the over-the-counter market as furnished by the National
          Quotation  Bureau,  Inc.,  or, if such firm is not then engaged in the
          business  of  reporting  such prices, as furnished by any similar firm
          then engaged in such business selected by the Company, or, if there is
          no  such  firm, as furnished by any member of the National Association
          of  Securities Dealers, Inc. selected by the Company or, if the shares
          of  Common  Stock  or  securities  are not publicly traded, the Market
          Price  for  such day shall be the fair market value thereof determined
          jointly  by  the  Company  and  the  Holder of this Warrant; provided,
          however,  that  if such parties are unable to reach agreement within a
          reasonable  period  of  time,  the Market Price shall be determined in
          good faith by the independent investment banking firm selected jointly
          by  the  Company  and the Holder of this Warrant or, if that selection
          cannot  be  made  within 15 days, by an independent investment banking
          firm  selected  by  the American Arbitration Association in accordance
          with  its  rules.

          If  this  Warrant is exercised in part, this Warrant must be exercised
          for  a  number  of whole shares of the Common Stock, and the Holder is
          entitled  to  receive  a new Warrant covering the Warrant Shares which
          have  not  been  exercised and setting forth the proportionate part of
          the  Aggregate  Warrant  Price applicable to such Warrant Shares. Upon
          such  surrender  of  this  Warrant  the  Company  will  (a)  issue  a
          certificate  or certificates in the name of the Holder for the largest
          number  of  whole shares of the Common Stock to which the Holder shall
          be entitled and, if this Warrant is exercised in whole, in lieu of any
          fractional  share  of  the  Common  Stock to which the Holder shall be
          entitled,  pay to the Holder cash in an amount equal to the fair value
          of  such fractional share (determined in such reasonable manner as the
          Board  of  Directors  of the Company shall determine), and (b) deliver
          the  other  securities  and  properties,  if  any, receivable upon the
          exercise  of  this  Warrant, or the proportionate part thereof if this
          Warrant  is  exercised  in  part,  pursuant  to the provisions of this
          Warrant.

          Each  exercise  of  this Warrant shall be deemed to have been effected
          immediately  prior  to  the  close  of business on the business day on
          which  this  Warrant  shall  have  been  surrendered to the Company as
          provided  in this Section 1, and at such time the person or persons in
          whose  name  or  names  any  certificate or certificates for shares of
          Common  Stock  shall be issuable upon such exercise shall be deemed to
          have  become  the  holder  or  holders  of  record  thereof.

     (b)  The  Company  will, at the time of each exercise of this Warrant, upon
          the  request  of  the  Holder,  acknowledge  in writing its continuing
          obligation  to  afford  to  the  Holder all rights (including, without
          limitation,  any  rights to registration of the shares of Common Stock


                                      -2-
<PAGE>
          or  other  securities  issued  upon such exercise) to which the Holder
          shall  continue  to be entitled after such exercise in accordance with
          the  terms  of this Warrant, provided that if the Holder shall fail to
          make  any  such  request, such failure shall not affect the continuing
          obligation  of  the  Company  to  afford  such  rights  to the Holder.

2.   Reservation  of  Warrant  Shares;  Listing.
     -------------------------------------------

     The  Company  agrees  that,  prior  to  the expiration of this Warrant, the
     Company will at all times (a) have authorized and in reserve, and will keep
     available,  solely  for  issuance  or  delivery  upon  the exercise of this
     Warrant,  the shares of Common Stock and other securities and properties as
     from  time  to  time shall be receivable upon the exercise of this Warrant,
     free  and  clear of all restrictions on sale or transfer and free and clear
     of  all preemptive or similar contractual rights and (b) keep the shares of
     Common  Stock  receivable  upon the exercise of this Warrant authorized for
     quotation  on  the Nasdaq National Market (or authorized for listing on the
     national securities exchange upon which the Common Stock is then listed, if
     any)  upon  notice  of  issuance.

3.   Protection  Against  Dilution.
     ------------------------------

     (a)  If,  at  any time or from time to time after the date of this Warrant,
          the  Company  shall  issue  or  distribute to the holders of shares of
          Common  Stock,  evidences of its indebtedness, any other securities of
          the  Company  or  any  cash,  property  or  other  assets (excluding a
          subdivision,  combination  or  reclassification,  or  dividend  or
          distribution  payable  in  shares  of  Common  Stock,  referred  to in
          Subsection  3(b),  (any  such  nonexcluded event being herein called a
          "Special  Dividend"), the Per Share Warrant Price shall be adjusted by
          multiplying the Per Share Warrant Price in effect immediately prior to
          the  determination  of  the  shareholders  entitled  to  receive  such
          distribution  by  a fraction, the numerator of which shall be the then
          current  Market Price of the Common Stock on such record date less the
          fair  market value (as determined in good faith by the Company's Board
          of  Directors)  of  the  evidences  of  indebtedness,  securities  or
          property,  or  other  assets  issued  or  distributed  in such Special
          Dividend  applicable  to one share of Common Stock and the denominator
          of  which  shall be such then current Market Price per share of Common
          Stock.  An  adjustment  made  pursuant  to  this Subsection 3(a) shall
          become effective immediately after the record date of any such Special
          Dividend.

     (b)  In  case  the Company shall hereafter (i) declare a dividend or make a
          distribution  on  its  capital  stock  in shares of Common Stock, (ii)
          subdivide its outstanding shares of Common Stock into a greater number
          of shares, (iii) combine its outstanding shares of Common Stock into a
          smaller  number  of  shares  or  (iv) issue by reclassification of its
          Common Stock any shares of capital stock of the Company, the Per Share
          Warrant  Price  and  the  number  and  kind  of shares of Common Stock
          receivable  upon exercise of this Warrant in effect at the time of the
          record  date  for  such  dividend  or  of  the  effective date of such
          subdivision,  combination or reclassification shall be proportionately
          adjusted  so  that  the Holder of any Warrant upon the exercise hereof
          shall  be  entitled to receive the number and kind of shares of Common
          Stock  or  other  capital  stock of the Company which the Holder would
          have received had it exercised such Warrant immediately prior thereto.
          An  adjustment  made  pursuant  to  this  Subsection 3(b) shall become
          effective  immediately after the record date in the case of a dividend
          or  distribution  and  shall  become  effective  immediately after the
          effective  date  in  the  case  of  a  subdivision,  combination  or
          reclassification.  If,  as  a result of an adjustment made pursuant to
          this Subsection 3(b), the Holder of any Warrant thereafter surrendered
          for  exercise  shall  become entitled to receive shares of two or more


                                      -3-
<PAGE>
          classes  of  capital stock or shares of Common Stock and other capital
          stock  of  the  Company,  the  Board of Directors (whose determination
          shall  be conclusive and shall be described in a written notice to the
          Holder  of any Warrant promptly after such adjustment) shall determine
          the  allocation  of  the  adjusted  Per Share Warrant Price between or
          among  shares  of  such  classes  of capital stock or shares of Common
          Stock  and  other  capital  stock.

     (c)  In  case  the Company after the date hereof (i) shall consolidate with
          or  merge  into  any  other  entity and shall not be the continuing or
          surviving  corporation  of such consolidation or merger, or (ii) shall
          permit  any other entity to consolidate with or merge into the Company
          and  the  Company  shall be the continuing or surviving entity but, in
          connection  with  such consolidation or merger, the Common Stock shall
          be  changed  into  or  exchanged  for stock or other securities of any
          other  entity  or  cash or any other property, or (iii) shall transfer
          all  or  substantially  all  of  its properties or assets to any other
          entity,  or  (iv)  shall  effect  a  capital  reorganization  or
          reclassification  of  the  Common  Stock  or  other  securities of the
          Company,  other  than  in  the  cases  referred  to in Subsection 3(b)
          hereof, ((i) - (iv) being collectively referred to as "Transactions"),
          the  Holder of this Warrant shall have the right thereafter to convert
          such  Warrant  into  the  kind and amount of securities, cash or other
          property which he would have received or have been entitled to receive
          immediately  after  such  Transaction  had this Warrant been converted
          immediately prior to the effective date of such Transaction and in any
          such  case,  if necessary, appropriate adjustment shall be made in the
          application of the provisions set forth in this Section 3 with respect
          to  the  rights and interests thereafter of the Holder of this Warrant
          to  the  end  that  the  provisions  set forth in this Section 3 shall
          thereafter  correspondingly  be  made  applicable, as nearly as may be
          reasonable, in relation to any shares of stock or other securities or,
          in  relation  to  any  shares of stock or other securities or property
          thereafter  deliverable  on  the  exercise  of this Warrant. The above
          provisions of this Subsection 3(c) shall similarly apply to successive
          Transactions. The issuer of any shares of stock or other securities or
          property  thereafter deliverable on the exercise of this Warrant shall
          be  responsible  for  all  of  the  agreements  and obligations of the
          Company  hereunder.  Notice  of  any  such  Transaction  and  of  said
          provisions  so  proposed to be made, shall be mailed to the Holders of
          the  Warrants  not  less  than  30  days  prior  to  such  event.

          Notwithstanding the foregoing, if the Holder so designates in a notice
          given  to  the Company on or before the date immediately preceding the
          date  of  the  consummation  of  such Transaction, the Holder shall be
          entitled  to  receive  the highest amount of securities, cash or other
          property  to  which such Holder would actually have been entitled as a
          shareholder if the Holder had exercised this Warrant immediately prior
          to  such  Transaction.

     (d)  No  adjustment in the Per Share Warrant Price shall be required unless
          such  adjustment  would require an increase or decrease of at least 1%
          of  the then existing Per Share Warrant Price; provided, however, that
          any  adjustments  which  by  reason  of  this  Subsection 3(d) are not
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment; provided further, however, that adjustments
          shall  be  required and made in accordance with the provisions of this
          Section  3  (other than this Subsection 3(d)) not later than such time
          as  may  be  required  in  order  to preserve the tax-free nature of a
          distribution  to  the  Holder of this Warrant or Common Stock issuable
          upon  exercise  hereof. All calculations under this Section 3 shall be
          made  to the nearest cent or to the nearest share, as the case may be.
          Anything  in  this  Section  3  to  the  contrary notwithstanding, the
          Company  shall  be  entitled  to make such reductions in the Per Share
          Warrant  Price, in addition to those required by this Section 3, as it
          in  its  discretion shall deem to be advisable in order that any stock
          dividend,  subdivision of shares or distribution of rights to purchase
          stock  or  securities  convertible or exchangeable for stock hereafter
          made  by  the  Company  to  its  shareholders  shall  not  be taxable.


                                      -4-
<PAGE>
     (e)  In  case  any  event  shall  occur  as to which the provisions of this
          Section  3  are  not  strictly  applicable but the failure to make any
          adjustment would not fairly protect the purchase rights represented by
          this Warrant in accordance with the essential intent and principles of
          such  sections,  then,  in each such case, the Company shall appoint a
          firm  of  independent  certified  public  accountants  of  recognized
          national  standing (which may be the regular auditors of the Company),
          which shall give their opinion upon the adjustment, if any, on a basis
          consistent  with  the  essential  intent and principles established in
          this  Section 3, necessary to preserve, without dilution, the purchase
          rights  represented by this Warrant. Upon receipt of such opinion, the
          Company  will  promptly  mail  a  copy  thereof  to the holder of this
          Warrant  and  shall  make  the  adjustments  described  therein.

     (f)  Whenever  the  Per Share Warrant Price is adjusted as provided in this
          Section  3  and  upon  any  modification  of the rights of a Holder of
          Warrants in accordance with this Section 3, the Company shall promptly
          provide  a  certificate  of the chief financial officer of the Company
          setting  forth  the  Per Share Warrant Price and the number of Warrant
          Shares  after  such  adjustment  or the effect of such modification, a
          brief statement of the facts requiring such adjustment or modification
          and  the  manner  of  computing  the  same  and  cause  copies of such
          certificate  to  be  mailed  to  the  Holders  of  the  Warrants.

     (g)  If the Board of Directors of the Company shall declare any dividend or
          other distribution with respect to the Common Stock, the Company shall
          mail  notice  thereof  to the Holders of the Warrants not less than 15
          days  prior  to  the  record  date  fixed for determining shareholders
          entitled  to  participate  in  such  dividend  or  other distribution.

4.   Fully  Paid  Stock;  Taxes.
     ---------------------------

     The  Company  will take all such actions as may be necessary to assure that
     the  shares  of  the Common Stock represented by each and every certificate
     for  Warrant Shares delivered on the exercise of this Warrant shall, at the
     time  of  such  delivery, be validly issued and outstanding, fully paid and
     nonassessable,  and  not subject to preemptive rights, and the Company will
     take all such actions as may be reasonably necessary to assure that the par
     value  or  stated  value,  if  any, per share of the Common Stock is at all
     times  equal  to or less than the then Per Share Warrant Price. The Company
     further  covenants  and  agrees that it will pay, when due and payable, any
     and  all Federal and state stamp, original issue or similar taxes which may
     be  payable  in  respect  of  the issue of any Warrant Share or certificate
     therefor.

5.   Registration  Under  Securities  Act  of  1933.
     -----------------------------------------------

     The  Company  shall  register  the shares of Common Stock issuable upon the
     exercise  of  the  Warrants  upon the terms and conditions as stated in the
     Registration  Rights  Agreement between the Company and the Holders of even
     date  herewith.

6.   Loss,  etc.,  of  Warrant.
     --------------------------


                                      -5-
<PAGE>
     Upon  receipt  of  evidence satisfactory to the Company of the loss, theft,
     destruction  or  mutilation  of  this  Warrant, and of indemnity reasonably
     satisfactory  to  the  Company,  if  lost,  stolen  or  destroyed, and upon
     surrender and cancellation of this Warrant, if mutilated, the Company shall
     execute  and  deliver  to  the Holder a new Warrant of like date, tenor and
     denomination.

7.   Warrant  Holder  Not  Shareholder.
     ----------------------------------

     Except  as otherwise provided herein, this Warrant does not confer upon the
     Holder  any  right  to  vote  or  to  consent  to  or  receive  notice as a
     shareholder  of the Company, as such, in respect of any matters whatsoever,
     or  any other rights or liabilities as a shareholder, prior to the exercise
     hereof.

8.   Amendment.
     ----------

     These  Warrants  may  be  amended  only  by written mutual agreement of the
     Company  and  the  Holders  of a majority of the then outstanding Warrants.

9.   Communication.
     --------------

     No  notice  or  other  communication  under this Warrant shall be effective
     unless,  but any notice or other communication shall be effective and shall
     be  deemed  to  have been given if, the same is in writing and is mailed by
     first-class  mail,  postage  prepaid,  addressed  as  set  forth  below.

          If  to  the  Company:     LifeCell  Corporation
          ---------------------
                                    1  Millennium  Way
                                    Branchburg,  New  Jersey  08876
                                    Attn:  Corporate  Secretary

     or  such  other  address  as  the  Company has designated in writing to the
     Holder.

          If  to  the  Holder:      ___________________
          --------------------
                                    ___________________
                                    ___________________
                                    Attention:  ______________
                                    Telecopier:  ____________

     or  such  other  address  as  the  Holder  has designated in writing to the
     Company.

10.  Headings.
     ---------

     The  headings of this Warrant have been inserted as a matter of convenience
     and  shall  not  affect  the  construction  hereof.

11.  Applicable  Law.
     ----------------

     This Warrant shall be governed by and construed in accordance with the laws
     of  the  State  of  Delaware  without  giving  effect  to the principles of
     conflicts  of  laws  thereof.

12.  Assignment.
     -----------


                                      -6-
<PAGE>
     Subject  to  compliance  with federal and state securities laws, the Holder
     may  assign  or transfer this Warrant in whole or in part by completing and
     delivering  to  the  Company  the  applicable  document of assignment, duly
     executed,  in  the  form  attached  hereto.  Upon  any  such  assignment or
     transfer, the term "Holder" shall be deemed to include any such assignee or
     transferee  of  the  original  Holder.

13.  Severability.
     -------------

     If  one  or  more  provisions  of this Warrant are held to be unenforceable
     under  applicable  law,  such provision shall be excluded from this Warrant
     and  the  balance of the Warrant shall be interpreted as if such provisions
     were  so  excluded  and the balance shall be enforceable in accordance with
     its  terms.


                                      -7-
<PAGE>
     IN  WITNESS  WHEREOF,  LifeCell  Corporation  has caused this Warrant to be
signed by its Chief Executive Officer and attested by its Secretary this ____day
of  July,  2001.

                                             LIFECELL  CORPORATION


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


ATTEST:


----------------------------
Secretary


                                      -8-
<PAGE>
                                  SUBSCRIPTION


The  undersigned,  ___________________,  pursuant  to  the  provisions  of  the
foregoing Warrant, hereby agrees to subscribe for and purchase _______ shares of
the  Common  Stock  of  LifeCell  Corporation covered by said Warrant, and makes
payment  therefor  in  full  at  the  price  per share provided by said Warrant.


Dated:                                      Signature:
       ------------------                              -------------------------
                                            Address:
                                                     ---------------------------

                                                     ---------------------------



                                      -9-
<PAGE>
                                   ASSIGNMENT


FOR  VALUE  RECEIVED _______________ hereby assigns and transfers unto _________
_______________________  the foregoing Warrant and all rights evidenced thereby,
and  does  irrevocably  constitute  and  appoint  _______________,  attorney, to
transfer  said  Warrant  on  the  books  of  LifeCell  Corporation.


Dated:                                      Signature:
       ------------------                              -------------------------
                                            Address:
                                                     ---------------------------

                                                     ---------------------------



                                      -10-
<PAGE>
                               PARTIAL ASSIGNMENT


FOR  VALUE  RECEIVED  _______________  hereby  assigns  and  transfers  unto
_____________  the  right  to  purchase __________ shares of the Common Stock of
LifeCell  Corporation by the foregoing Warrant, and a proportionate part of said
Warrant  and  the  rights  evidenced hereby, and does irrevocably constitute and
appoint  _____________,  attorney,  to transfer that part of said Warrant on the
books  of  LifeCell  Corporation.


Dated:                                      Signature:
       ------------------                              -------------------------
                                            Address:
                                                     ---------------------------

                                                     ---------------------------



                                      -11-
<PAGE>