Exhibit 10.30


                          SECURITIES PURCHASE AGREEMENT

     THIS  AGREEMENT  is  made  as of the 29th day of June, 2001, by and between
LifeCell Corporation (the "Company"), a Delaware corporation, with its principal
offices at One Millennium Way, Branchburg, New Jersey 08876 and each of entities
set  forth  on  the  signature  page hereto (each a "Purchaser" and together the
"Purchasers").

     WHEREAS, the Company has authorized the issuance and sale to the Purchasers
(in  the  amounts  set  forth  on  the  signature page hereto), pursuant to this
Agreement,  of an aggregate of 781,250 shares of the Company's Common Stock, par
value  $.001  per  share  (the "Common Stock"), at a purchase price per share of
$1.92  (calculated based on the average closing price of the Common Stock on the
Nasdaq  National Market for the five days prior to the date hereof) and warrants
to  purchase an aggregate 437,500 shares of Common Stock (the "Warrants") as set
forth  on  Exhibit  A  attached  hereto;  and

     WHEREAS,  the Purchasers desire to purchase the shares of Common Stock (the
"Shares") and the Warrants (together with the Shares, the "Securities") from the
Company  on  the  terms  and  subject  to  the  conditions set forth herein; and

     NOW,  THEREFORE,  in  consideration  of  the foregoing premises, the mutual
covenants herein contained and other good and valuable consideration the receipt
and  sufficiency  of which is hereby acknowledged, the parties hereto, intending
to  be  legally  bound,  hereby  agree  as  follows:

     SECTION  1.     Commitment  to  Purchase.     Upon  the  basis  of  the
                     ------------------------
representations  and  warranties,  but  subject  to  the  terms  and  conditions
contained herein, the Company agrees to issue and sell to the Purchasers and the
Purchasers  agree  to  purchase  from  the  Company,  at the Closing (as defined
below),  the Shares and Warrants (in the amounts set forth on the signature page
hereof)  for  an  aggregate  purchase price of One Million Five Hundred Thousand
Dollars  ($1,500,000)  (the  "Purchase  Price").

     SECTION  2.     The  Closing.
                     ------------

          (a)  The  purchase  and sale of the Shares and the Warrants shall take
place  at  a closing (the "Closing") at the offices of Lowenstein Sandler PC, 65
Livingston  Avenue,  Roseland,  New  Jersey  on  July  5, 2001, or at such other
location and on such other date as the Company and the Purchasers shall mutually
agree.  The  date and time of the Closing are referred to herein as the "Closing
Date."

          (b)  At  the  Closing, the Purchasers shall deliver to the Company (i)
the  Purchase  Price by check or by wire transfer of immediately available funds
to  an account designated by the Company at least two (2) business days prior to
the  Closing and (ii) the documents set forth in Section 6.02 of this Agreement.

          (c) At the Closing, the Company shall deliver or cause to be delivered
to  the  Purchasers (i) certificates representing the Shares, in definitive form
and  registered  in each of the Purchaser's name or such names as the Purchasers
shall  request at least two (2) business days prior to the Closing Date, against
payment  of the Purchase Price, (ii) the Warrants, duly executed by the Company,
and  (iii)  the  documents  set  forth  in  Section  6.01  of  this  Agreement.


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     SECTION  3.     Representations and Warranties of the Company.  The Company
                     ---------------------------------------------
hereby  represents  and  warrants to the Purchasers on the date hereof and as of
the  Closing  Date  as  follows:

          3.01     Organization and Qualification.  The Company is a corporation
                   ------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State of Delaware.  The Company does not own, directly or indirectly, any shares
of  stock or any other equity or long-term debt securities of any corporation or
have any equity interest in any firm, partnership, joint venture, association or
other  entity.  The Company has the power and authority, corporate or otherwise,
as  appropriate,  to  own,  lease  and operate its properties and to conduct its
business  as  now  conducted and to enter into and perform its obligations under
this Agreement, the Warrants and the Registration Rights Agreement to be entered
into  between  the  Company  and  the  Purchasers  (the  "Registration  Rights
Agreement");  and  the Company is duly qualified as a foreign corporation and is
in  good  standing in each jurisdiction in which such qualification is required,
whether  by  reason  of  the  ownership or leasing of property or the conduct of
business,  except  where  the failure to so qualify would not individually or in
the  aggregate  have  a  material  adverse effect on the condition (financial or
otherwise),  earnings,  properties, business, prospects or results of operations
of  the  Company  (a  "Material  Adverse  Effect").

          3.02     Authorized Capital Stock.  The Company has authorized, issued
                   ------------------------
and outstanding capital stock as set forth in the Company's reports (the "34 Act
Reports")  filed  by  it  with  the  Securities  and  Exchange  Commission  (the
"Commission")  since January 1, 2001 pursuant to the Securities and Exchange Act
of  1934,  as  amended (the "Exchange Act") (except as set forth on Schedule 3.2
and  except  for  subsequent  issuances,  if  any, pursuant to this Agreement or
pursuant  to  agreements,  employee or director benefit plans or the exercise of
convertible  securities  referred  to  in  the  34 Act Reports).  The issued and
outstanding  shares  of the Company's preferred stock, par value $.001 per share
(the  "Preferred Stock"), and Common Stock have been duly authorized and validly
issued, are fully paid and nonassessable, were not issued in violation of or are
not  otherwise subject to any preemptive or other similar rights or other rights
to  subscribe for or purchase securities, and conform to the description thereof
contained  in the 34 Act Reports.  Except as disclosed in the 34 Act Reports and
options  issued  under the Company's stock plans after March 31, 2001 and except
as  set forth on Schedule 3.2, the Company does not have outstanding any options
or  warrants  to purchase, or any preemptive rights or other rights to subscribe
for  or  to  purchase,  any  securities  or obligations convertible into, or any
contracts  or  commitments  to issue or sell, shares of its capital stock or any
shares  of  capital  stock of any subsidiary and there is no commitment, plan or
arrangement  to issue, any securities or obligations convertible into any shares
of  capital  stock  of  the  Company  or  any  such  options, rights convertible
securities  or  obligations.  The  description  of  the Company's capital stock,
stock  bonus  and  other  stock  plans  or arrangements and the options or other
rights  granted  and  exercised  thereunder,  contained  in  the  34 Act Reports
accurately and fairly presents the information required to be shown with respect
to  such  capital  stock,  plans,  arrangements,  options  and  rights.

     3.03     Issuance,  Sale  and Delivery of the Shares.  The Shares have been
              -------------------------------------------
duly authorized and, when issued, delivered and paid for in the manner set forth
in  this  Agreement,  will  be  duly  authorized, validly issued, fully paid and
nonassessable.  The  shares  of  Common  Stock  issuable  upon  exercise  of the
Warrants  have  been  duly and validly authorized and reserved for issuance and,
upon  issuance  in  accordance  with  the  terms  of  the Warrants, will be duly
authorized  and  validly  issued,  fully  paid and nonassessable.  No preemptive
rights or other rights (which have not been waived) to subscribe for or purchase
exist  with  respect  to  the issuance and sale of the Securities by the Company
pursuant  to this Agreement.  Except for rights disclosed in the 34 Act Reports,
no stockholder of the Company has any right to request or require the Company to
register  the  sale of any shares owned by such stockholder under the Securities
Act  of  1933, as amended (the "Securities Act").  Subject to the conditions set
forth  in  Section 6.02, no further approval or authority of the stockholders or
the Board of Directors of the Company will be required for the issuance and sale
of  the  Securities  to  be  sold  by  the  Company  as  contemplated  herein.


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<PAGE>
          3.04     Due  Execution,  Delivery  and Performance of this Agreement.
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The  Company  has  full legal right, corporate power and authority to enter into
this  Agreement,  the  Registration  Rights  Agreement  and  the Warrants and to
perform  the  transactions  contemplated  hereby  and  thereby.  Each  of  this
Agreement,  the  Registration  Rights  Agreement  and the Warrants has been duly
authorized,  executed and delivered by the Company.  The execution, delivery and
performance  of  this  Agreement,  the  Registration  Rights  Agreement  and the
Warrants  by  the  Company and the consummation of the transactions contemplated
hereby  and  thereby  will  not  violate  any  provision  of  the organizational
documents  of  the  Company  and  will  not  result in the creation of any lien,
charge,  security  interest  or  encumbrance  upon any assets or property of the
Company  pursuant  to  the  terms  or  provisions of, or will not conflict with,
result  in  the  breach or violation of, or constitute, either by itself or upon
notice  or the passage of time or both, a default under any agreement, mortgage,
deed  of trust, lease, franchise, license, indenture, permit or other instrument
to  which the Company is a party or by which the Company or any of its assets or
properties  may be bound or affected or, to the Company's knowledge, and subject
to  satisfaction of the conditions set forth in Section 6.02, any statute or any
authorization,  judgment,  decree, order, rule or regulation of any court or any
regulatory  body, administrative agency or other governmental body applicable to
the  Company  or  any of its properties.  No consent, approval, authorization or
other  order  of  any  court,  regulatory  body,  administrative agency or other
governmental  body  is  required  for the execution, delivery and performance of
this  Agreement,  the  Registration  Rights  Agreement  or  the  Warrants or the
consummation  of  the  transactions  contemplated  hereby or thereby, except for
compliance  with  Blue  Sky  laws  and federal securities laws applicable to the
offering  and  registration  for  resale  of the Shares and the shares of Common
Stock  issuable  upon exercise of the Warrants and compliance with the rules and
regulations  of  the  securities  exchange or trading market on which the Common
Stock  is  listed.  Upon  the  execution  and  delivery,  and assuming the valid
execution  of  this  Agreement  and  the  Registration  Rights  Agreement by the
Purchasers,  each  of  this Agreement, the Registration Rights Agreement and the
Warrants  will  constitute  valid  and  binding  obligations  of  the  Company,
enforceable  against  the  Company  in  accordance  with their respective terms,
except  as  enforceability  may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and  except  as  enforceability  may  be subject to general principles of equity
(regardless  of  whether  such  enforceability  is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Company in
Section  7.02  of  this  Agreement  or  Section  2.4  of the Registration Rights
Agreement  may  be  legally  unenforceable.

          3.05     Financials.  The  Company's  financial  statements (including
                   ----------
all  notes  and schedules thereto) included in the 34 Act Reports present fairly
the  financial position, the results of operations, the statements of cash flows
and  the  statements of stockholders' equity and the other information purported
to  be  shown  therein  of  the  Company  at  the  respective  dates and for the
respective  periods  to which they apply and such financial statements have been
prepared  in  conformity  with  generally  accepted  accounting  principles,
consistently  applied  throughout  the  periods  involved.

          3.06     No  Defaults.  The Company is not (i) in violation or default
                   ------------
of  any  provision  of  its  certificate  of  incorporation,  bylaws  or  other
organizational  documents,  or  (ii) in breach of or default with respect to any
provision  of  any  agreement, judgment, decree, order, mortgage, deed of trust,
lease,  franchise, license, indenture, permit or other instrument to which it is
a  party or by which it or any of its assets or properties are bound, except for
violations,  breaches  and defaults which individually or in the aggregate would
not  have  a Material Adverse Effect; and there does not exist any state of fact
which,  with  notice  or  lapse  of  time  or both, would constitute an event of
default  on  the  part  of the Company as defined in such documents, except such
defaults  which  individually  or  in  the  aggregate  would not have a Material
Adverse  Effect.


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<PAGE>
          3.07     Contracts.  The  contracts described in the 34 Act Reports as
                   ---------
being in effect on the date hereof that are material to the Company, are in full
force  and  effect  on  the  date  hereof,  and  the  Company is not, nor to the
Company's  knowledge,  is  any  other party in breach of or default under any of
such  contracts  which  would  have  a  Material  Adverse  Effect.

          3.08     No Actions.  Except as disclosed in the 34 Act Reports, there
                   ----------
are  no  legal  or governmental actions, suits or proceedings pending or, to the
Company's  knowledge, threatened to which the Company is or may be a party or of
which  property  owned  or  leased  by  the Company is or may be the subject, or
related  to  environmental  or  discrimination  matters, which actions, suits or
proceedings, individually or in the aggregate, might prevent or might reasonably
be  expected to materially and adversely affect the transactions contemplated by
this Agreement, the Registration Rights Agreement or the Warrants or result in a
material  adverse  change in the condition (financial or otherwise), properties,
business,  prospects  or  results  of the operations of the Company (a "Material
Adverse Change"); and all pending legal or governmental proceedings to which the
Company  is  a  party  or  of which any of its property or assets is the subject
which  are  not  described  in  the  34  Act Reports, including ordinary routine
litigation  incidental  to  the  business, are, considered in the aggregate, not
material.  Except as disclosed in the 34 Act Reports, the Company is not a party
to  or subject to the provisions of any material injunction, judgment, decree or
order  of any court, regulatory body administrative agency or other governmental
body.

          3.09     Labor.  No  labor  dispute  with the employees of the Company
                   -----
exists  or, to the knowledge of the Company, is imminent; and the Company is not
aware  of  any existing or imminent labor disturbance by the employees of any of
its  principal suppliers, manufacturers or contractors which might, singly or in
the  aggregate,  have  a  Material  Adverse  Effect.

          3.10     Properties.  The  Company  has  valid  title  to  all  its
                   ----------
properties  as  described  in  the  34  Act Reports, and such properties are not
subject to any lien, mortgage, pledge, charge or encumbrance of any kind, except
(i)  those,  if  any, reflected in the Financial Statements (including the notes
thereto),  or  (ii) those which are not material in amount and do not materially
and  adversely  affect  the use made and intended to be made of such property by
the  Company.  The  Company  holds its leased properties under valid and binding
leases,  with  such  exceptions as are not materially significant in relation to
the  business  of  the  Company.  Except as disclosed in the 34 Act Reports, the
Company owns or leases all such properties as are necessary to its operations as
now  conducted.

          3.11     No  Material  Change.  Since  March 31, 2001, (i) the Company
                   --------------------
has  not  incurred  any  liabilities or obligations, indirect, or contingent, or
entered  into  any verbal or written agreement or other transaction which is not
in  the  ordinary  course  of  business or which could reasonably be expected to
result  in  a  material  reduction in the future earnings of the Company or in a
Material Adverse Effect; (ii) the Company has not sustained any material loss or
interference  with  its  businesses  or  properties from fire, flood, windstorm,
accident  or  other calamity not covered by insurance; (iii) the Company has not
paid  or  declared  any  dividends  or  other  distributions with respect to its
capital stock, other than regular quarterly dividends with respect to the Series
B Preferred Stock, and the Company is not in default in the payment of principal
or  interest  on  any  outstanding debt obligations; (iv) except as set forth on
Schedule  3.2, there has not been any change in the capital stock of the Company
other  than  the  sale  of  the  Shares  hereunder  and shares or options issued
pursuant  to  exercise  of  outstanding  warrants or employee and director stock
option  plans  approved  by  the  Company's  Board  of Directors or indebtedness
material to the Company (other than in the ordinary course of business); and (v)
there  has  not  been  a  change that would result in a Material Adverse Change.


                                      -4-
<PAGE>
          3.12     Intellectual  Property.  Except  as  otherwise  specifically
                   ----------------------
disclosed  in  the  34  Act  Reports, (i) the Company owns or has obtained valid
licenses,  options  or  rights  to  use  for  the  material  inventions,  patent
applications,  patents,  trademarks  (both  registered  and unregistered), trade
names,  copyrights  and trade secrets necessary for the conduct of the Company's
business  as  currently  conducted  (collectively, the "Intellectual Property");
(ii)  the  Company  has  not  received  notice of any third parties who have any
ownership  rights  to  any  Intellectual  Property that is owned by, or has been
licensed  to,  the  Company  for the product indications described in the 34 Act
Reports  that  would  preclude  the  Company  from  conducting  its  business as
currently  conducted;  (iii)  to the Company's knowledge, there are currently no
sales  of any products that would constitute an infringement by third parties of
any  material  Intellectual Property owned, licensed or optioned by the Company;
(iv)  there  is  no  pending  or, to the Company's knowledge, threatened action,
suit,  proceeding or claim by others challenging the rights of the Company in or
to  any  material  Intellectual  Property  owned,  licensed  or  optioned by the
Company;  (v)  there  is  no  pending or, to the Company's knowledge, threatened
action, suit, proceeding or claim by others challenging the validity or scope of
any  material  Intellectual Property owned, licensed or optioned by the Company;
and  (vi) there is no pending or, to the Company's knowledge, threatened action,
suit,  proceeding  or  claim  by  others that the Company infringes or otherwise
violate  any  patent,  trademark,  copyright,  trade secret or other proprietary
right  of others as would reasonably be expected to result in a Material Adverse
Effect.

          3.13     Compliance.  Except  as  disclosed in the 34 Act Reports, the
                   ----------
Company  has  not  been  advised,  and  has no reason to believe, that it is not
conducting  its  business  in  compliance  with  all  applicable laws, rules and
regulations  of  the  jurisdictions  in  which it is conducting business; except
where  failure to be so in compliance would not individually or in the aggregate
have  a  Material  Adverse  Effect.

          3.14     Environmental  Matters.  Except  as  disclosed  in the 34 Act
                   ----------------------
Reports  and  except  as  would  not,  singly or in the aggregate, reasonably be
expected  to  have  a  Material Adverse Effect, (A) the Company is in compliance
with  all  applicable  Environmental  Laws,  (B)  the  Company  has all permits,
authorizations  and  approvals  required under any applicable Environmental Laws
and  is  in compliance with the requirements of such permits, authorizations and
approvals,  (C)  there  are  no  pending  or,  to  the knowledge of the Company,
threatened  Environmental  Claims  against  the Company and (D) under applicable
law,  there  are  no circumstances with respect to any property or operations of
the  Company  that  are  reasonably likely to form the basis of an Environmental
Claim  against  the  Company.

          For  purposes  of  this  Agreement, the following terms shall have the
following  meanings:  "Environmental  Law"  means  any  United  States (or other
applicable  jurisdiction's)  federal,  state,  local  or municipal statute, law,
rule, regulation, ordinance, code, policy or rule of common law and any judicial
or  administrative  interpretation  thereof,  including  any  judicial  or
administrative  order,  consent decree or judgment, relating to the environment,
health,  safety  or  any  chemical,  material or substance, exposure to which is
prohibited,  limited  or regulated by any governmental authority. "Environmental
Claims" means any and all administrative, regulatory or judicial actions, suits,
demands,  demand  letters, claims, liens, notices of noncompliance or violation,
investigations  or  proceedings  relating  in  any way to any Environmental Law.

          3.15     Taxes.  The  Company  has filed or obtained filing extensions
                   -----
with  respect  to all federal, state, local and foreign income and franchise tax
returns  material to the Company, and has paid or accrued all taxes shown as due
thereon,  and the Company has no knowledge of a tax deficiency which has been or
might be asserted or threatened against it which would reasonably be expected to
have  a  Material  Adverse  Effect.

          3.16     Transfer  Taxes.  On  the Closing Date, all stock transfer or
                   ---------------
other  taxes  (other  than  income  taxes)  which  are  required  to  be paid in
connection  with  the  sale  and  transfer  of  the Securities to be sold to the
Purchasers  hereunder  will be, or will have been, fully paid or provided for by
the  Company  and  all  laws imposing such taxes will be or will have been fully
complied  with.


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<PAGE>
          3.17     Insurance.  The  Company  maintains insurance of the type and
                   ---------
in the amount that the Company reasonably believes is adequate for its business,
including, but not limited to, insurance covering all real and personal property
owned  or  leased  by  the  Company against risks customarily insured against by
similarly  situated  companies,  all  of  which  insurance  is in full force and
effect.

          3.18     Contributions.  The  Company  has not directly or indirectly,
                   -------------
(i) made any unlawful contribution to any candidate for public office, or failed
to disclose fully where required by law any contribution in violation of law, or
(ii)  made any payment to any federal or state governmental officer or official,
or  other  person charged with similar public or quasi-public duties, other than
payments  required  or  permitted  by  the  laws  of  the  United  States or any
jurisdiction  thereof.

          3.19     Investment  Company.  The  Company  is  not  an  "investment
                   -------------------
company"  or an "affiliated person" of, or "promoter" or "principal underwriter"
for  an  investment company, within the meaning of the Investment Company Act of
1940,  as  amended.

          3.20     Related  Party  Transactions.  No  transaction  has  occurred
                   ----------------------------
between  or  among  the Company and its affiliates, officers or directors or any
affiliate  or  affiliates of any such officer or director that is required to be
described  in  the  34  Act  Reports  that  is  not  so  described.

          3.21     Books  and  Records.  The  books, records and accounts of the
                   -------------------
Company  accurately  and  fairly reflect, in reasonable detail, the transactions
in,  and  dispositions  of, the assets of, and the results of operations of, the
Company, all to the extent required by generally accepted accounting principles.
The  Company  maintains  a  system of internal accounting controls sufficient to
provide  reasonable  assurances that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

          3.22     Regulatory  Matters.  Except  as  described  in  the  34  Act
                   -------------------
Reports,  to  the  Company's  knowledge,  there  are  no  rulemaking  or similar
proceedings  before The United States Food and Drug Administration or comparable
federal,  state,  local or foreign government bodies which involve or affect the
Company,  which,  if  the subject of an action unfavorable to the Company, could
involve  a  Material  Adverse  Change.

          3.23     Employee Agreements.  To the knowledge of the Company, if any
                   -------------------
full-time  employee  identified  in  the  34  Act  Reports  has entered into any
non-competition, non-disclosure, confidentiality or other similar agreement with
any  party other than the Company, such employee is neither in violation thereof
nor is expected to be in violation thereof as a result of the business conducted
or expected to be conducted by the Company as described in the 34 Act Reports or
such person's performance of his obligations to the Company; and the Company has
not  received  written  notice that any consultant or scientific  advisor of the
Company  is in violation of any non-competition, non-disclosure, confidentiality
or  similar  agreement.

     3.24     Finders'  Fees.  There  is no investment banker, broker, finder or
              --------------
other  intermediary which has been retained by or is authorized to act on behalf
of  the  Company who might be entitled to any fee or commission from the Company
or  any  of its affiliates upon consummation of the transactions contemplated by
this  Agreement.


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<PAGE>
     SECTION  4.  Representations and Warranties of the Purchasers.  Each of the
                  ------------------------------------------------
Purchasers,  severally  and  not  jointly, hereby represents and warrants to the
Company  on  the  date  hereof  and  as  of  the  Closing  Date  as  follows:

          4.01.     Existence  and  Power.  Such  Purchaser  is  an  entity duly
                    ---------------------
organized or formed, validly existing and in good standing under the laws of the
jurisdiction  in which it is organized or formed and has all requisite power and
authority to enter into this Agreement and the Registration Rights Agreement and
to  perform  its  obligations  hereunder  or  thereunder.

          4.02.     Authorization.  Such  Purchaser  has  the  power to execute,
                    -------------
deliver  and  perform  its obligations under this Agreement and the Registration
Rights Agreement, and has taken all necessary action to authorize the execution,
delivery  and  performance  by  it of this Agreement and the Registration Rights
Agreement.  This  Agreement and the Registration Rights Agreement have been duly
executed and delivered by such Purchaser and constitute legal, valid and binding
agreements  of  such Purchaser, enforceable against such Purchaser in accordance
with  their  respective  terms, subject to applicable bankruptcy, insolvency and
other  similar  laws  affecting  creditors'  rights  generally  and by equitable
principles  of  general  applicability.

          4.03.     Governmental  Authorization.  The  execution and delivery by
                    ---------------------------
such  Purchaser of this Agreement and the Registration Rights Agreement, and the
performance  and  consummation  of  the  transactions  contemplated  hereby  and
thereby,  require  no  material  action  by or in respect of, or material filing
with,  any  governmental  body,  agency  or  official.

          4.04.     Non-Contravention.  The  execution, delivery and performance
                    -----------------
of  this Agreement and the Registration Rights Agreement and the performance and
consummation  of  the  transactions  contemplated  hereby  and thereby, will not
result  in  any  violation  under  or be in conflict with or constitute, with or
without  the  passage  of  time  and giving of notice, either a material default
under  such  Purchaser's  organizational documents or any judgment, order, writ,
decree or material contract to which such Purchaser is a party or by which it is
bound.

          4.05.     Private  Placement.
                    ------------------

               (a)  Such Purchaser understands that the offering and sale of the
Securities  is intended to be exempt from registration under the Securities Act.

               (b)  Such  Purchaser represents and warrants that it is acquiring
the  Securities  to be purchased by it pursuant to this Agreement for investment
for  such  Purchaser's  own  account  and  not  with  a  view  to  the resale or
distribution  of  such  Securities  or  any  interest  therein  other  than in a
transaction  that is registered or exempt from registration under the Securities
Act.

               (c)  Such  Purchaser  represents  and  warrants  that  it  is  an
"accredited  investor"  as  such  term  is  defined  in  Regulation  D under the
Securities  Act.

               (d)  Such Purchaser represents and warrants that it (either alone
or  together  with  its  advisors)  has  sufficient  knowledge and experience in
financial  and business matters so as to be capable of evaluating the merits and
risks  of  its  investment  in  the  Securities,  and  is capable of bearing the
economic  risks  of such investment, including a complete loss of its investment
in  the  Securities  to  be  purchased  by  it  hereunder.


                                      -7-
<PAGE>
               (e)  Such  Purchaser  has  been  given  the  opportunity  to  ask
questions  of,  and receive answers from, the Company regarding the Company, the
terms  and  conditions  of  the  Securities  and  related  matters, and has been
furnished  with  the information it deems necessary or desirable to evaluate the
merits  and  risks  of  its  acquisition  of  the  Securities.

               (f)  Such  Purchaser  understands  that the Securities that it is
purchasing are characterized as "restricted securities" under the Securities Act
inasmuch  as  they  are  being  acquired  from  the Company in a transaction not
involving  a  public  offering  and that under the Securities Act and applicable
regulations,  such  Securities  may  be  resold  without  registration under the
Securities  Act only in certain limited circumstances. It is understood that the
certificates  delivered  at  Closing  evidencing  the  Securities  will  bear  a
restrictive  legend.

               (g)  Such  Purchaser  has,  in  connection  with  its decision to
purchase  the  Securities,  relied  solely  upon  the  34  Act  Reports  and the
representations  and  warranties  of  the  Company  contained  herein.

          4.06.     Finders'  Fees.  There  is  no  investment  banker,  broker,
                    --------------
finder  or other intermediary which has been retained by or is authorized to act
on  behalf of such Purchaser who might be entitled to any fee or commission from
such  Purchaser  or  any of its affiliates upon consummation of the transactions
contemplated  by  this  Agreement.

     SECTION  5.     Covenants  of  the  Company  and  the  Purchasers.
                     -------------------------------------------------

          5.01     Best  Efforts;  Further Assurances.  Subject to the terms and
                   -----------------------------------
conditions  of this Agreement, the Company and the Purchasers agree to use their
respective  best  efforts  to:  (i)  obtain  all  necessary  consents,  waivers,
authorizations  and  approvals  necessary  or  desirable  in connection with the
execution,  delivery  and performance of this Agreement, the Registration Rights
Agreement  and  the  Warrants;  and  (ii)  take, or cause to be taken, all other
actions and to do, or cause to be done, all other things reasonably necessary or
desirable  under  applicable laws to consummate the transactions contemplated by
this Agreement, the Registration Rights Agreement and the Warrants.  The Company
and  the  Purchasers  agree to execute and deliver such documents, certificates,
agreements  and  other  writings  and  to  take  such  other  actions  as may be
reasonably  necessary  or  desirable  in  order  to  consummate  or  implement
expeditiously  the transactions contemplated by this Agreement, the Registration
Rights  Agreement  and  the  Warrants.

          5.02.     Certain  Filings.  The  Company  and  the  Purchasers  agree
                    ----------------
to  cooperate  with  each  other: (i) in determining whether any action by or in
respect of, or filing with, any governmental body, agency, official or authority
is  required,  or any actions, consents, approvals or waivers are required to be
obtained  from  parties  to  any  material  contracts,  in  connection  with the
consummation  of  the  transactions  contemplated  by  this  Agreement,  the
Registration  Rights Agreement and the Warrants; and (ii) in taking such actions
or  making  any  such  filings,  furnishing  information  required in connection
therewith  and seeking timely to obtain any such actions, consents, approvals or
waivers.

          5.03.     Public  Announcements.  The Company and the Purchasers shall
                    ---------------------
consult  with  each  other before issuing any press release or making any public
statement with respect to this Agreement or the transactions contemplated hereby
and,  except  as may be required by applicable law or any listing agreement with
any  national securities exchange, will not issue any such press release or make
any  such  public  statement  prior  to  such  consultation.


                                      -8-
<PAGE>
     Section  6.     Closing  Deliveries.
                     -------------------

          6.01.  Conditions  to  the Purchasers' Obligations.  The obligation of
                 -------------------------------------------
the  Purchasers  to  consummate  the transactions contemplated by this Agreement
shall  be  subject to the delivery of the fulfillment prior to or at the Closing
of  the  following  conditions:

               (a)  The  representations and warranties of the Company contained
in  Section  3  shall  be true on and as of the Closing in all material respects
with the same effect as though such representations and warranties had been made
on  and  as  of  the  date  of  such  Closing.

               (b) The Company shall have performed and complied in all material
respects  with  all  agreements,  obligations  and  conditions contained in this
Agreement  that are required to be performed or complied with by it on or before
the  Closing.

               (c)  The Company shall have delivered a stock certificate to each
of  the  Purchasers  representing  the  Shares being purchased by such Purchaser
hereunder.

               (d) The Company shall have executed and delivered the Warrants in
the form attached hereto as Exhibit A to each of the Purchasers representing the
Warrants  being  purchased  by  such  Purchaser  hereunder.

               (e)  The  Company  shall have delivered such closing documents as
shall be reasonably requested by the Purchasers in form and substance reasonably
acceptable  to  the  Purchasers'  counsel,  including,  without  limitation, the
following:

                    (i) a certificate of the Secretary of the Company, dated the
Closing  Date,  as  to the incumbency of any officer executing this Agreement or
any  document  related  thereto;

                    (ii)  a  certified  copy of the resolutions of the Company's
Board  of  Directors authorizing (A) the execution, delivery and consummation of
this  Agreement,  the  Registration  Rights  Agreement  and the Warrants and (B)
transactions  contemplated  hereby  and  thereby;  and

                    (iii)  a  certificate of the President of the Company, dated
the  Closing Date, certifying that the conditions specified in this Section 6.01
have  been  fulfilled  and that as of the date of Closing, there has not been no
Material  Adverse  Change.

               (f)  The  Company  shall  have  executed  and  delivered  the
Registration  Rights  Agreement,  substantially  in  the form attached hereto as
Exhibit  B.

          6.02.  Conditions  to  the Obligations of the Company.  The obligation
                 ----------------------------------------------
of  the  Company  to  consummate the transactions contemplated by this Agreement
shall  be subject to the fulfillment at or prior to the Closing of the following
conditions:

               (a)  The representations and warranties of each of the Purchasers
contained  in  Section  4 shall be true on and as of the Closing in all material
respects  with the same effect as though such representations and warranties had
been  made  on  and  as  of  the  Closing.


                                      -9-
<PAGE>
               (b)  All  authorizations,  approvals  or  permits, if any, of any
governmental  authority  or regulatory body of the United States or of any state
or  of  any  securities  exchange or trading market on which the Common Stock is
listed  that are required in connection with the lawful issuance and sale of the
Securities  pursuant  to  this  Agreement  shall  have  been  duly  obtained and
effective  as of the Closing and all filings with such authorities or regulatory
bodies  shall  have  been  made  and  accepted.

               (c)  Each  of the Purchasers shall have performed and complied in
all  material respects with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or
before  the  Closing.

               (d)  The Purchasers shall have paid the Purchase Price in full as
specified  in  Section  2.
               (e)  The  Purchasers  shall  have  executed  and  delivered  the
Registration  Rights  Agreement  in  the  form  attached  hereto  as  Exhibit B.

               (f)  The  Purchasers  shall  have  delivered  to the Company such
closing  documents  as  shall be reasonably requested by the Company in form and
substance  reasonably  acceptable  to  the  Company's  counsel.

     Section 7.     Survival of Representations and Warranties; Indemnification;
                    ------------------------------------------------------------
Exclusive  Remedy.
-----------------

          7.01.  Survival  of  Representations  and  Warranties.  The
                 ----------------------------------------------
representations  and warranties provided for in this Agreement shall survive for
a  period  of  two  (2)  years  from  the  Closing  Date;  provided,  that  any
representation  or  warranty  in  respect of which indemnity may be sought under
this  Agreement  shall survive the time at which it would otherwise terminate if
notice  of  the  inaccuracy or breach thereof shall have been given to the party
against  whom  such  indemnity  may  be  sought  prior  to such termination; and
provided,  further,  that  such  survival  shall  be solely with respect to such
inaccuracy  or  breach  claimed.

          7.02.  Indemnification.  (a)  The  Company  shall  indemnify  and hold
                 ---------------
harmless  each  of  the  Purchasers  and  its officers, directors, employees and
agents against any and all direct monetary costs, expenses, damages, liabilities
or  losses  (including,  without limitation, reasonable counsel's fees and other
reasonable  out-of-pocket costs incident to any suit, action or proceeding) (the
"Damages")  to  the  extent  caused  by  (i) the breach of any representation or
warranty  made  by  the  Company  in  this  Agreement and (ii) the breach by the
Company  of  any  covenant  or  agreement  to  be  performed  by  it  hereunder.

               (b)  The  Purchasers  shall, jointly and severally, indemnify and
hold  harmless  the  Company  and  its officers, directors, employees and agents
against  any  and  all  Damages  to  the  extent caused by (i) the breach of any
representation or warranty made by the Purchasers in this Agreement and (ii) the
breach  by  the  Purchasers  of  any covenant or agreement to be performed by it
hereunder.

               (c)  Any  Person  providing  indemnification  pursuant  to  the
provisions  of  this Section 7.02 is hereinafter referred to as an "Indemnifying
Party"  and  any Person entitled to be indemnified pursuant to the provisions of
this  Section  7.02  is  hereinafter  referred  to  as  an  "Indemnified Party."

          7.03.  Procedures  for  Third  Party Claims.  In the case of any claim
                 ------------------------------------
for  indemnification  arising  from  a  claim  of  a third party (a "Third Party
Claim"),  an  Indemnified  Party  shall  give  prompt  written  notice  to  the
Indemnifying  Party  of  any  claim  or  demand which such Indemnified Party has
knowledge  and  as  to  which  it  may  request  indemnification hereunder.  The
Indemnifying  Party  shall  have  the  right to defend and to direct the defense
against  any  such  Third  Party  Claim,  in  its  name  or  in  the name of the
Indemnified Party, as the case may be, at the expense of the Indemnifying Party,


                                      -10-
<PAGE>
and  with counsel selected by the Indemnifying Party unless (i) such Third Party
Claim  seeks  an  order,  injunction  or  other  equitable  relief  against  the
Indemnified Party, or (ii) the Indemnified Party shall have reasonably concluded
that  (x)  there is a conflict of interest between the Indemnified Party and the
Indemnifying  Party  in  the conduct of the defense of such Third Party Claim or
(y)  the  Indemnified  Party  has  one  or  more  defenses  not available to the
Indemnifying Party.  Notwithstanding anything in this Agreement to the contrary,
the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate
with  the Indemnifying Party, and keep the Indemnifying Party fully informed, in
the  defense  of  such  Third Party Claim.  The Indemnified Party shall have the
right  to  participate  in  the  defense  of  any Third Party Claim with counsel
employed  at  its own expense; provided, however, that, in the case of any Third
Party  Claim described in clause (i) or (ii) of the second preceding sentence or
as  to  which  the Indemnifying Party shall not in fact have employed counsel to
assume  the  defense  of  such  Third  Party  Claim,  the  reasonable  fees  and
disbursements of such counsel shall be at the expense of the Indemnifying Party.
The Indemnifying Party shall have no indemnification obligations with respect to
any  Third  Party  Claim which shall be settled by the Indemnified Party without
the  prior written consent of the Indemnifying Party, which consent shall not be
unreasonably  withheld  or  delayed.

          7.04.  Procedures  for  Inter-Party  Claims.  In  the  event  that  an
                 ------------------------------------
Indemnified  Party  determines  that  it  has  a  claim  for  Damages against an
Indemnifying  Party  hereunder  (other than as a result of a Third Party Claim),
the  Indemnified  Party  shall  give  prompt  written  notice  thereof  to  the
Indemnifying  Party,  specifying the amount of such claim and any relevant facts
and  circumstances  relating  thereto.  The  Indemnified Party shall provide the
Indemnifying  Party  with  reasonable  access  to  its books and records for the
purpose  of  allowing  the Indemnifying Party a reasonable opportunity to verify
any  such  claim  for Damages.  The Indemnified Party and the Indemnifying Party
shall  negotiate  in  good faith regarding the resolution of any disputed claims
for  Damages.

     Section  8.     Miscellaneous.
                     -------------

          8.01.  Notices.  All notices, requests and other communications to any
                 -------
party  hereunder  shall  be in writing (including telecopier or similar writing)
and  shall  be  given  to  such party at its address or telecopier number as set
forth  below,  or  such  other  address  or  telecopier number as such party may
hereinafter  specify  for  the  purpose  of giving notice hereunder to the party
giving  such  notice.  Each such notice, request or other communication shall be
effective:  (i)  if  given by telecopier, when such telecopier is transmitted to
the  telecopier  number  specified  pursuant  to  this  Section  8.01  and  the
appropriate  confirmation  is received or; (ii) if given by mail, 72 hours after
such  communication  is  deposited  in the mails, certified mail, return receipt
requested,  postage  prepaid,  addressed  as aforesaid or; (iii) if given by any
other  means,  when  delivered  at  the  address  as  follows:

     If  to  the  Company,  to:

          LifeCell  Corporation
          1  Millennium  Way
          Branchburg,  New  Jersey  08876
          Attention:  Steven  T.  Sobieski
          Telecopier:  (908)  947-1092

     With  a  copy  to:

          Lowenstein  Sandler  PC
          65  Livingston  Avenue
          Roseland,  New  Jersey  07068
          Attention:  Alan  Wovsaniker,  Esq.
          Telecopier:  (973)  597-2400


                                      -11-
<PAGE>
     If  to  the  Purchasers,  to:

          Special  Situation  Funds
          153  East  53rd  Street,  Floor  55
          New  York,  New  York  10022
          Attention:  Austin  W.  Marxe
          Telecopier:  ____________


     With  a  copy  to:

          ______________________
          ______________________
          ______________________
          Attention:  ______________
          Telecopier:  _____________

          8.02.  Amendments  and  Waivers.
                 ------------------------

          (a)  Any  term  of this Agreement may be amended and the observance of
any  term  of  this Agreement may be waived (either generally or in a particular
instance  and  either  retroactively  or  prospectively),  only with the written
consent  of  the  Company  and  each  of the Purchasers. Any amendment or waiver
effected  in accordance with this paragraph shall be binding upon each holder of
any securities purchased under this Agreement at the time outstanding (including
securities  into  which  such securities are convertible), each future holder of
all  such  securities,  and  the  Company.

          (b) No failure or delay by any party in exercising any right, power or
privilege  hereunder  shall  operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise  of any other right, power or privilege. The rights and remedies herein
provided  shall  be  cumulative  and  not  exclusive  of  any rights or remedies
provided  by  law.

          8.03.  Expenses;  Documentary Taxes.  Except as expressly set forth in
                 ----------------------------
this  Agreement,  the Registration Rights Agreement or the Warrants, the Company
and  each  of  the  Purchasers  will  each  pay  their own costs and expenses in
connection  with  the  transactions  contemplated  hereby  or  thereby.

          8.04.  Successors and Assigns.  The provisions of this Agreement shall
                 ----------------------
be  binding  upon  and  inure  to  the  benefit  of the parties hereto and their
respective  successors and assigns; provided, however, that no party may assign,
                                    --------  -------
delegate  or  otherwise  transfer  any  of  its rights or obligations under this
Agreement  without  the  consent  of  the  other  party.

          8.05.  Governing Law.  This Agreement and all matters arising directly
                 -------------
or  indirectly  herefrom shall be governed by, and construed in accordance with,
the  laws  of  the  State  of  New  York without regard to the conflicts of laws
principles  thereof.


                                      -12-
<PAGE>
          8.06.  Consent  to  Jurisdiction.  The  parties  hereto agree that any
                 -------------------------
suit,  action  or proceeding relating to or arising out of this Agreement or the
transactions contemplated hereby, shall be brought in the United States District
Court for the Southern District of New York, so long as one of such courts shall
have  subject matter jurisdiction over such suit, action or proceeding, and that
any  cause  of action arising out of this Agreement directly or indirectly shall
be  deemed  to  have  arisen  from a transaction of business in the State of New
York, and each of the parties hereby irrevocably consents to the jurisdiction of
such  courts  (and  of  the  appropriate appellate courts therefrom) in any such
suit,  action  or  proceeding  and  irrevocably  waives,  to  the fullest extent
permitted  by law, any objection that it may now or hereafter have to the laying
of  the  venue  of any such suit, action or proceeding in any such court or that
any  such suit, action or proceeding which is brought in any such court has been
brought  in  an  inconvenient  forum.  Process  in  any  such  suit,  action  or
proceeding  may  be served on any party anywhere in the world, whether within or
outside  the  jurisdiction  of  any such court.  Without limiting the foregoing,
each  party  agrees that service of process on such party as provided in Section
8.01  shall  be  deemed  effective  service  of  process  on  such  party.

          8.07.  WAIVER  OF  JURY  TRIAL.  THE  COMPANY  AND THE PURCHASERS EACH
                 -----------------------
HEREBY  IRREVOCABLY  WAIVES  ANY  AND  ALL  RIGHT  TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING  ARISING  OUT  OF  OR  RELATED  TO  THIS  AGREEMENT,  THE TRANSACTION
DOCUMENTS,  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.

          8.08.  Counterparts;  Facsimile  Signatures.  This  Agreement  may  be
                 ------------------------------------
executed  in  counterparts, each of which shall be deemed an original agreement,
but  all  of  which  together  shall  constitute  one  and  the same instrument.
Execution  and  delivery  of  this  Agreement  by  facsimile  transmission shall
constitute  execution  and delivery of this Agreement for all purposes, with the
same  force  and effect as execution and delivery of an original manually signed
copy  hereof.

          8.09.  Entire  Agreement.  This  Agreement,  the  Registration  Rights
                 -----------------
Agreement  and  the  Warrants  constitute the entire agreement and understanding
between  the  parties  hereto  and  supersedes  any and all prior agreements and
understandings,  written  or  oral,  relating  to  the  subject  matter  of this
Agreement,  the  Registration  Rights  Agreement  and  the  Warrants.

          8.10.  Headings.  The  headings  in  this  Agreement  are included for
                 --------
convenience  of  reference  only  and  shall  be  ignored in the construction or
interpretation  hereof.

          8.11.  Severability.  Any  provision  of  this  Agreement  that  is
                 ------------
prohibited  or unenforceable in any jurisdiction shall, as to such jurisdiction,
be  ineffective  to  the  extent of such prohibition or unenforceability without
invalidating  the  remaining provisions hereof but shall be interpreted as if it
were  written  so  as  to  be  enforceable  to  the  maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To  the  extent  permitted  by applicable law, the parties hereby
waive  any  provision  of  law which renders any provisions hereof prohibited or
unenforceable  in  any  respect.

          8.12.  Construction.  This  Agreement  shall  not  be  construed  or
                 ------------
interpreted  with  any  presumption against any party hereto by reason of any of
them  causing  this  Agreement  to  be  drafted.

             [INTENTIONALLY LEFT BLANK; SIGNATURES ARE ON NEXT PAGE]


                                      -13-
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their duly authorized representatives as of the day and year first
above  written.

                                 LIFECELL  CORPORATION


                                 By:   /s/  P. Thomas
                                       ----------------------------------
                                       Name:  P. Thomas
                                       Title:  Chief Executive Officer

                                 SPECIAL  SITUATIONS  FUND  III,  L.P.
                                 By:  _____________________, its general partner

                                      By:  /s/  David Greenhouse
                                         --------------------------------
                                         Name:  David Greenhouse
                                         Title:

                                 Shares:390,625
                                        ---------------------------------
                                 Warrants:218,750
                                          -------------------------------

                                 SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.

                                 By:  _____________________, its general partner

                                      By:  /s/  David Greenhouse
                                         --------------------------------
                                         Name:  David Greenhouse
                                         Title:

                                 Shares:257,813
                                        ---------------------------------
                                 Warrants:144,375
                                          -------------------------------

                                 SPECIAL  SITUATIONS  CAYMAN  FUND,  L.P.

                                 By:  _____________________, its general partner

                                      By:  /s/  David Greenhouse
                                         --------------------------------
                                         Name:  David Greenhouse
                                         Title:

                                 Shares:132,812
                                        ---------------------------------
                                 Warrants:74,375
                                          -------------------------------


                                      -14-
<PAGE>