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TBCC

                           LOAN AND SECURITY AGREEMENT

BORROWER:     LIFECELL  CORPORATION,
                  A  DELAWARE  CORPORATION
ADDRESS:      ONE  MILLENIUM  WAY
              BRANCHBURG,  NEW  JERSEY  08867

DATE:         DECEMBER  6,  1999

THIS  LOAN AND SECURITY AGREEMENT is entered into as of  the above date, between
the  above borrower(s) (jointly and severally, the "Borrower"), having its chief
executive office and principal place of business at the address shown above, and
TRANSAMERICA  BUSINESS  CREDIT  CORPORATION,  a  Delaware  corporation, ("TBCC")
having  its  principal  office  at  9399 West Higgins Road, Suite 600, Rosemont,
Illinois  60018 and having an office at 15260 Ventura Blvd., Suite 1240, Sherman
Oaks,  CA  91403.  The  Schedule to this Agreement (the "Schedule") being signed
concurrently  is  an  integral  part of this Agreement.  (Definitions of certain
terms  used  in  this  Agreement are set forth in Section 9 below.)  The parties
agree  as  follows:

1.  Loans.
    -----

     1.1.  Loans.  TBCC, subject to the terms and condi-tions of this Agreement,
           -----
agrees  to  make  loans  (the "Loans") to Borrower, from time to time during the
period  from  the  date  of this Agreement to the Maturity Date set forth in the
Schedule,  at  Borrower's  request,  in an aggregate principal amount at any one
time  outstanding  not  to  exceed  the  Credit Limit shown on the Schedule (the
"Credit  Limit").  If at any time the total outstanding Loans and other monetary
Obligations exceed the Credit Limit, Borrower shall repay the excess immediately
without  demand.  Borrower shall use the proceeds of all Loans solely for lawful
general  business  purposes.

     1.2.  Due  Date.  The  Loans,  all  accrued interest and all other monetary
           ---------
Obligations  shall  be  payable  in  full  on  the  Maturity Date.  Borrower may
bor-row,  repay  and  reborrow Loans (other than any Term Loans), in whole or in
part,  in  accordance  with  the  terms  of  this  Agreement.

     1.3.  Loan  Account. TBCC  shall  maintain  an ac-count on its books in the
           -------------
name  of Borrower  (the "Loan Account").  All Loans and advances made by TBCC to
Borrower  or  for  Borrower's account and all other monetary Obligations will be
Charged to the  Loan Account.  All amounts received by TBCC from Borrower or for
Borrower's account will be credited to the Loan Account. TBCC will send Borrower
a monthly statement  reflecting  the activity in the Loan Account, and each such
monthly statement shall be an account stated between Borrower and TBCC and shall
be  final,  conclusive  and  binding  absent  manifest  error.

     1.4.  Collection  of  Receivables.  Subject  to the Streamline Agreement of
           ---------------------------
even  date  herewith between the Borrower and TBCC, Borrower shall remit to TBCC
all Collections including all checks, drafts and other documents and instruments
evidencing  remittances  in  payment  (collectively  referred  to  as  "Items of
Payment")  within  one Business Day after receipt, in the same form as received,
with  any  necessary  indorsements.  For purposes of calculating interest due to
TBCC,  credit will be given for Collections and all other proceeds of Collateral
and  other  payments to TBCC three Business Days after receipt of cleared funds.
For all purposes of this Agreement any cleared funds received by TBCC later than
10:00  a.m.  (California  time) on any Business Day shall be deemed to have been
received  on the following Business Day and any applicable interest or fee shall
continue  to accrue.  Borrower's Loan Account will be credited only with the net
amounts  actually received in payment of Receivables, and such payments shall be
credited  to  the  Obligations  in  such  order  as  TBCC shall determine in its
discretion.  Pending  delivery to TBCC, Borrower will not commingle any Items of
Payment  with  any  of its other funds or property, but will segregate them from
the other assets of Borrower and will hold them in trust and for the account and
as the property of TBCC.  Borrower hereby agrees to endorse any Items of Payment
upon  the  re-quest  of  TBCC.

* SUBJECT TO THE STREAMLINE AGREEMENT OF EVEN DATE HEREWITH BETWEEN THE BORROWER
AND  TBCC,


                                      -1-
<PAGE>
TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------

     1.6.  Term  of  Revolving  Loan  Facility  and  Term  of  Agreement.
           --------------------------------------------------------------

(a)  Term  of  Revolving Loan Facility.  The period during which Revolving Loans
     ---------------------------------
(as defined in the Schedule) will be made (the "Revolving Loan Period") shall be
from the date of this Agreement to the Revolving Loan Maturity Date set forth in
the  Schedule,  unless  sooner  terminated  in accordance with the terms of this
Agreement, provided that the Revolving Loan Maturity Date shall automatically be
extended  for  successive  addi-tional  terms of one year each, unless one party
gives  written  notice  to the other, not less than thirty (30)days prior to the
next  Revolving  Loan  Maturity  Date,  that  such party elects to terminate the
Revolving Loan Period effective on the next Revolving Loan Maturity Date. On and
after  the  Revolving  Loan  Maturity  Date  or  any earlier termination of this
Agreement,  no  further  Revolving  Loans  will  be made.  On the Revolving Loan
Maturity  Date  or  on any earlier termination of this Agreement, Borrower shall
pay  in  full  all  outstanding  Revolving  Loans.

     * thirty (30)

     (b)  Early Termination of Revolving Loan Facility at Borrower's Option. The
          -----------------------------------------------------------------
Revolving  Loan  Period  may be termi-nated prior to the Revolving Loan Maturity
Date  by  Borrower,  effective  three  business  days  after  written  notice of
termination  is  given  by  Borrower  to  TBCC.

     (c)  Term  of Agreement.  The term of this Agreement shall be from the date
          ------------------
of  this  Agreement to the later of the following (the "Maturity Date"): (i) the
termination  of the Revolving Loan Period, or (ii) the date the last installment
of  principal  on  the Term Loan is due.  On the Maturity Date or on any earlier
termination  of  this  Agreement Borrower shall pay in full all Obligations, and
notwithstanding  any  termination  of  this  Agreement  all  of  TBCC's security
interests  and  all  of  TBCC's other rights and remedies shall continue in full
force  and  effect  until  payment  and  performance in full of all Obligations.

     (d)  Early  Termination  of  Agreement.  This  Agreement may be termi-nated
          ---------------------------------
prior  to  the  Maturity  Date  as  follows:  (i)  by  Borrower, effective three
business  days  after written notice of termination is given to TBCC; or (ii) by
TBCC  at  any  time after the occurrence of an Event of Default, without notice,
effective  immediately.

     (e)  Termination  Fee.  If  the  Revolving  Loan  Period  is termi-nated by
          ----------------
Borrower  under  Section 1.6(b), or if this Agreement is termi-nated by Borrower
or  by  TBCC under Section 1.6(d), then Borrower shall pay to TBCC a termination
fee  (the  "Termination  Fee")  in  the  amount set forth on the Schedule, which
Termination  Fee  shall  be  payable  on  the  date  of  termination.

(f)  Payment  of  Obligations.  Notwithstanding anything herein to the contrary,
     ------------------------
Borrower  shall  have  no right to terminate this Agreement at any time that any
prin-cipal  of,  or  interest  on  any  of  the  Loans  or  any  other mone-tary
Obligations  are  outstanding, except upon prepayment of all Obligations and the
satisfaction  of  all  other  conditions  set  forth  in  the  Loan  Documents.

     1.7.  Payment  Procedures.  Borrower  hereby  authorizes TBCC to charge the
           -------------------
Loan  Account with the amount of all interest, fees, expenses and other payments
to  be  made  hereunder and under the other Loan Documents.  TBCC may, but shall
not  be  obligated  to, discharge Borrower's payment obligations hereunder by so
charging  the Loan Account.  Whenever any payment to be made hereunder is due on
a day that is not a Business Day, the payment may be made on the next succeeding
Business Day and such extension of time shall be included in the compu-tation of
the  amount  of  interest  due.

     1.8.  Conditions  to  Initial  Loan.  The  obligation  of  TBCC to make the
           -----------------------------
initial Loan is subject to the satisfaction of the following conditions prior to
or  concurrent  with  such  initial  Loan,  and  Borrower  shall  cause all such
conditions  to  be  satisfied by the Closing Deadline set forth in the Schedule:

     (a)  Except  for the filing of termination statements under the Code by the
existing lender to Borrower whose loans are being repaid with the Loan proceeds,
no consent or authorization of, filing with or other act by or in respect of any
Governmental  Authority  or any other Person is required in connection, with the
execution,  delivery, performance, validity or enforceability of this Agreement,
or the other Loan Documents or the consummation of the transactions contemplated
hereby  or  thereby  or  the continuing operations of the Borrower following the
consummation  of  such  transactions.

     (b)  TBCC and its counsel shall have performed (i) a review satisfactory to
TBCC  of  all  of  the  Material Contracts and other assets of the Borrower, the
financial  condition  of  the  Borrower,  including  all of its tax, litigation,
environmental  and other potential contingent liabilities, and the corporate and
capital  structure  of  the Borrower and (ii) a pre-closing audit and collateral
review,  in  each  case  with  results  satisfactory  to  TBCC.

     (c)  TBCC  shall  have  received  the following, each dated the date of the
initial  Loan or as of an earlier date acceptable to TBCC, in form and substance
satisfactory  to  TBCC  and its counsel:  (i) a Depository Account Agreement (as
TBCC  shall  designate),  duly  executed  by the Borrower and its bank on TBCC's
standard  form;  (ii) acknowledgment copies of Uniform Commercial Code financing
statements (naming TBCC as secured party and the Borrower as debtor), duly filed
in  all  jurisdictions  that  TBCC  deems  necessary or desirable to perfect and
protect  the  Liens  created  hereunder,  and  evidence  that all other filings,
registrations  and  recordings  have  been  made in the appropriate governmental
offices,  and  all  other  action  has  been  taken, which shall be necessary to
create,  in  favor  of  TBCC, a perfected first priority Lien on the Collateral;


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
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                                      -2-
<PAGE>

(iii)  the opinion of counsel for the Borrower covering such matters incident to
the  transactions  contemplated  by  this  Agreement  as TBCC may specify in its
discretion;  (iv) certified copies of all policies of insurance required by this
Agreement  and  the  other Loan Documents, together with loss payee endorsements
for  all  such  policies  naming  TBCC  as  lender  loss payee and an additional
insured;  (v) copies of the Borrower's articles or certificate of incorporation,
certified  as true, correct and complete by the secretary of state of Borrower's
state  of  incorporation  within  45 days of the date hereof; (vi) copies of the
bylaws  of  the Borrower and a copy of the resolutions of the Board of Directors
of  the  Borrower  authorizing  the  execution, delivery and performance of this
Agreement,  the  other  Loan Documents, and the transactions contemplated hereby
and thereby, attached to which is a certificate of the Secretary or an Assistant
Secretary  of  the  Borrower  certifying  (A) that such copies of the bylaws and
resolutions  are  true,  complete  and  accurate  copies  thereof, have not been
amended or modified since the date of such certificate and are in full force and
effect  and (B) the incumbency, names and true signatures of the officers of the
Borrower;  (vii)  a  good  standing  certificate  from the Secretary of State of
Borrower's  state  of  incorporation  and  each  state  in which the Borrower is
qualified  as  a  foreign  corporation,  each  dated within ten days of the date
hereof;  (viii)  the  additional documents and agreements, if any, listed in the
Schedule; and (ix) such other agreements and instruments as TBCC deems necessary
in  its  sole  and  absolute  discretion  in  connection  with  the transactions
contemplated  hereby.

     1.9.  Conditions  to  Lending.  The  obligation of TBCC to make any Loan is
           -----------------------
subject  to  the  satisfac-tion  of  the  following  conditions  precedent:

     (a)  There  shall  be no pending or, to the knowledge of Borrower after due
inquiry,  threatened litigation, proceeding, inquiry or other action relating to
this Agreement, or any other Loan Document, or which could be expected to have a
Material  Adverse  Effect  in  the  judgment  of  TBCC;

     (b)  Borrower  shall  be  in  compliance  with  all Requirements of Law and
Material Contracts, other than such noncompliance that could not have a Material
Adverse  Effect;

     (c) The Liens in favor of TBCC  shall  have been duly  perfected  and shall
constitute first priority Liens, except for Permitted Liens;

     (d) All representations and warranties  contained in this Agreement and the
other  Loan  Documents  shall be true and  correct on and as of the date of such
Loan as if then made, other than  representations  and warranties that expressly
re-late  solely to an earlier  date, in which case they shall have been true and
correct as of such earlier date;

     (e) No Default or Event of Default shall have occurred and be continuing or
would  result  from  the  making  of the  requested  Loan as of the date of such
request; and

     (f) No Material Adverse Effect shall have occurred.

2.  INTEREST  AND  FEES.
    -------------------

     2.1.  Interest.  Borrower  shall pay TBCC interest on all outstanding Loans
           --------
and  other monetary Obligations, at the interest rate set forth in the Schedule.
Interest  shall  be payable monthly in arrears on the first Business Day of each
month,  and  on  the  Maturity  Date.  Following  the occur-rence and during the
continuance  of  any  Event  of  Default,  the  interest  rate applicable to all
Obligations  shall  be  in-creased  by  two  percent  per  annum.

     2.2.  Fees.  Borrower  shall  pay  TBCC the fees set forth in the Schedule.
           ----

     2.3.  Calculations.  All  interest and fees under this  Agreement  shall be
           ------------
calculated  on the  basis of a year of 360 days for the  actual  number  of days
elapsed in the period for which such interest or fees are payable.

     2.4.  Taxes.  Any  and all payments by Borrower under this Agreement or any
           -----
other  Loan  Document  shall be made free and clear of and without deduction for
any  and  all  present  or future taxes, levies, imposts, deductions, charges or
with-holdings  and  penalties,  interest  and all other liabilities with respect
thereto,  excluding  in  the  case  of TBCC, taxes imposed on its net income and
franchise  taxes  imposed on it by the jurisdiction under the laws of which TBCC
is  organized  or  any  political  subdivision  thereof.

3.  Security.
    --------

     3.1.  Grant  of  Security  Interest.  To secure the payment and performance
           -----------------------------
when  due  of  all of the Obligations, Borrower hereby grants to TBCC a security
interest  in  all  of  its  present and future Receivables, Investment Property,
Inventory,  Equipment,  Other  Property, and other Collateral, wherever located.

     3.2.  Other  Liens; Location of Collateral.  Borrower repre-sents, warrants
           ------------------------------------
and  covenants  that all of the Collateral is, and will at all times continue to
be,  free  and clear of all Liens, other than Permitted Liens and Liens in favor
of  TBCC.  All Collateral is and will continue to be maintained at the locations
shown  on  the  Schedule.

     3.3.  Receivables.
           -----------

     (a) Schedules and Other Actions.  Subject to the Streamline  Agreement,  as
       -----------------------------
may from time to time be requested by TBCC,  Borrower  shall execute and deliver
to TBCC written  schedules of Receivables (but the failure to execute or deliver
any  schedule  shall  not  affect  or  limit  TBCC's  security  interest  in all
Receivables).  On TBCC's request,  Borrower shall also furnish to TBCC copies of
invoices to customers and shipping and delivery receipts. Borrower shall deliver
to TBCC the originals of all letters of credit,  notes,  and  instruments in its
favor and such endorsements or assign-ments as TBCC may reasonably  request and,
upon the  request  of TBCC,  Borrower  shall  deliver  to TBCC all  certificated
securities  with  respect  to  any  Investment  Property,   with  all  necessary
indorsements,  and  obtain  such  account  control  agreements  with  securities
intermediaries  and take  such  other  action  with  respect  to any  Investment
Property,  as TBCC shall request,  in form and substance  satisfactory  to TBCC.
Upon request of TBCC Borrower additionally shall obtain consents from any letter
of credit issuers with respect to the assignment to TBCC of any letter of credit
proceeds


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
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                                      -3-
<PAGE>

     * Subject to the Streamline Agreement, as

     (b) Records, Collections. At the request of TBCC, Borrower shall report all
         ---------------------
cus-tomer  credits to TBCC, on the regular reports to TBCC in the form from time
to  time  specified  by  TBCC.  * Borrower shall notify TBCC of all re-turns and
recoveries  of  merchandise  and  of  all  claims  as-serted  with  respect  to
merchandise,  on  its  regular  reports to TBCC.  * Borrower shall not settle or
adjust  any  dis-pute  or  claim,  or grant any discount, credit or allowance or
accept any return of merhandise, except in the ordinary course of its business,
without  TBCC's  prior  written  consent.

     * At the request of TBCC,

     3.4.  Inventory.  Borrower  shall  maintain  full,  accurate  and  complete
           ---------
records  respecting  the Inventory describing the kind, type and quantity of the
Inventory  and  Borrower's  cost  therefor, withdrawals therefrom and addi-tions
thereto, including a perpetual inventory for work in process and finished goods.

     3.5.  Equipment.  Borrower  shall  at  all  times keep correct and accurate
           ---------
records  itemizing and describing the location, kind, type, age and condition of
the Equipment, Borrower's cost therefor and accumulated depreciation thereof and
re-tirements,  sales, or other dispositions thereof.  Borrower shall keep all of
its  Equipment  in  a  satisfactory  state of re-pair and satisfactory operating
condition  in  accordance  with  industry  standards,  ordinary  wear  and  tear
excepted.  No  Equipment  shall  be  annexed or affixed to or become part of any
realty,  unless  the  owner  of the realty has executed and delivered a Landlord
Waiver  in  such  form  as  TBCC  shall specify.  Where Borrower is permitted to
dispose  of  any  Equipment  under  this  Agreement  or  by  any consent thereto
hereafter given by TBCC, Borrower shall do so at arm's length, in good faith and
by  obtaining  the  max-imum amount of recovery practicable therefor and without
impairing  the  operating  integrity  or  value  of  the  remaining  Equipment.

     3.6.  Investment  Property.  Borrower  shall  have  the right to retain all
           --------------------
Investment Property payments and distributions, unless and until a Default or an
Event  of  Default  has  occurred.  If  a Default or an Event of Default exists,
Borrower  shall  hold  all  payments on, and proceeds of, and distributions with
respect  to,  Investment  Property in trust for TBCC, and Borrower shall deliver
all such payments, proceeds and distributions to TBCC, immediately upon receipt,
in  their original form, duly endorsed, to be applied to the Obligations in such
order as TBCC shall determine.  Upon the request of TBCC, any such distributions
and  payments  with  respect  to  any Investment Property held in any securities
account  shall  be  held  and retained in such securities account as part of the
Collateral.

     3.7  Further Assurances.  Borrower will perform any and all steps that TBCC
          ------------------
may  reasonably  request to perfect TBCC's security interests in the Collateral,
includ-ing,  without limitation, executing financing and continuation statements
in  form  and  substance  satisfactory  to  TBCC  and  returning  such financing
statements  to  TBCC  at  the direction of TBCC for filing and other appropriate
handling.  TBCC is hereby authorized by Borrower to sign Borrower's name or file
any  financing  statements  or  similar  documents  or  instruments covering the
Collateral  whether  or  not  Borrower's  signature  appears  thereon.  Borrower
agrees,  from  time  to  time,  at  TBCC's  request,  to  file notices of Liens,
financing  statements,  similar  documents  or  instruments,  and  amend-ments,
renewals  and continuations thereof, and cooperate with TBCC, in connection with
the  continued  perfec-tion and protection of the Collateral.  If any Collateral
is  in  the possession or control of any Person other than a public warehouseman
where  the  warehouse  receipt is in the name of or held by TBCC, Borrower shall
notify  such  Person  of  TBCC's  security  interest  therein and, upon request,
instruct  such  Person or Persons to hold all such Collateral for the account of
TBCC and subject to TBCC's instructions.  If so requested by TBCC, Borrower will
deliver  to  TBCC  ware-house  receipts  covering  any  Collateral  located  in
warehouses  showing  TBCC  as  the  beneficiary  thereof and will also cause the
warehouseman to execute and deliver such agreements as TBCC may request relating
to  waivers  of  liens  by such warehouseman and the release of the Inventory to
TBCC on its demand.  Borrower shall defend the Collateral against all claims and
demands  of  all  Persons.

     * and returning such financial statements to TBCC at the direction of TCBB
for filing and other appropriate handling

     3.8.  Power  of Attorney.  Borrower hereby appoints and constitutes TBCC as
           ------------------
Borrower's  attorney-in-fact  (i)  to  request  at any time from account debtors
verification  of  in-formation  concerning  Receivables  and  the  amount  owing
thereon,  (ii)  upon  the  occurrence and during the continu-ance of an Event of
Default,  to  convey  any  item of Collateral to any purchaser thereof, (iii) to
give or sign Borrower's name to any notices or statements necessary or desirable
to  create  or  continue  the  Lien on any Collateral granted hereunder, (iv) to
execute  and  deliver  to  any  securities  intermediary  or  other  Person  any
entitlement  order,  account  control  agreement  or  other  notice, document or
instrument  with respect to any Investment Property, and (v) to make any payment
or  take  any  act necessary or desirable to protect or preserve any Collateral.
TBCC's  authority  hereunder shall include, without limitation, the authority to
execute  and  give  receipt  for  any  certificate of ownership or any document,
transfer  ti-tle  to  any item of Collateral and take any other actions aris-ing
from or incident to the powers granted to TBCC under this Agreement.  This power
of  attorney  is  coupled  with  an  interest  and  is  irrevocable.

     4.  Representations  and  Warranties of Borrower.  Borrower  represents and
         --------------------------------------------
warrants as follows:

     4.1.  Organization,  Good  Standing  and  Qualification.  Borrower (i) is a
           -------------------------------------------------
corporation  duly  organized,  validly  exist-ing and in good standing under the
laws of the State set forth above, (ii) has the corporate power and authority to
own  its  properties  and  assets  and to transact the businesses in which it is


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -4-
<PAGE>

engaged  and  (iii)  is  duly  qualified,  authorized to do business and in good
standing  in  each  jurisdiction  where it is engaged in business, except to the
extent  that  the  failure to so qualify or be in good standing would not have a
Material  Adverse  Effect.

     4.2.  Locations  of  Offices,  Records and  Collateral.  The address of the
           ------------------------------------------------
principal place of business and chief  executive  office of Borrower is, and the
books and records of Borrower and all of its chattel paper and records  relating
to Collateral are  maintained  exclusively in the possession of Borrower at, the
address of Borrower  specified  in the heading of this  Agreement.  Borrower has
places of business,  and Collateral is located,  only at such address and at the
addresses set forth in the Schedule and at any additional  locations reported to
TBCC as  provided  in Section  5.8(c) as to which  TBCC has taken all  necessary
action to perfect and protect its security  interests in the  Collateral  at any
such locations.

     4.3. Authority. Borrower has the requisite corporate power and authority to
          ---------
execute,  deliver and perform its obli-gations under each of the Loan Documents.
All corporate  action  necessary for the execution,  delivery and performance by
Borrower of the Loan Documents has been taken.

     4.4. Enforceability.  This Agreement is, and, when exe-cuted and delivered,
          --------------
each other Loan  Document  will be, the legal,  valid and binding  obligation of
Borrower  enforceable in accordance with its terms, except as enforceability may
be limited by  bankruptcy,  insolvency  or similar  laws  affect-ing  creditors'
rights generally and general principles of eq-uity.

     4.5. No Conflict.  The execution,  delivery and  perfor-mance  of each Loan
          ------------
Document by Borrower does not and will not  contravene  (i) any of the Governing
Documents,  (ii) any Requirement of Law or (iii) any Material  Contract and will
not result in the imposition of any Liens other than in favor of TBCC.

     4.6.  Consents and Filings.  No consent,  authorization  or approval of, or
           --------------------
filing with or other act by, any  shareholders  of Borrower or any  Governmental
Authority  or other  Person  is  required  in  connection  with  the  execution,
delivery,  per-formance,  validity or  enforceability  of this  Agreement or any
other Loan Document,  the consummation of the trans-actions  contemplated hereby
or thereby or the continuing operations of Borrower following such consummation,
except (i) those that have been obtained or made,  (ii) the filing of financing
statements  under the Uniform  Commercial  Code and (iii) any necessary  filings
with the U.S. Copyright Office and the U.S. Patent and Trademark Office.

     4.7. Solvency.  Borrower is Solvent and will be Solvent upon the completion
          --------
of all  transactions  contemplated  to  oc-cur  on or  before  the  date of this
Agreement  (including,  without limitation,  the Loans to be made on the date of
this Agreement).

     4.8.  Financial  Data.  Borrower has provided to TBCC complete and accurate
           ---------------
Financial  Statements,   which  have  been  prepared  in  accordance  with  GAAP
consis-tently  applied  throughout  the periods  involved and fairly present the
financial position and results of operations of Borrower for each of the periods
covered,  subject, in the case of any quarterly financial statements,  to normal
year end  adjustments  and the  absence  of notes.  Borrower  has no  Contingent
Obligation  or  liability  for  taxes,  unrealized  losses,  unusual  forward or
long-term  commitments  or  long-term  leases,  which is not  reflected  in such
Financial  Statements or the footnotes  thereto.  Since the last date covered by
such Financial Statements, there has been no sale, transfer or other disposition
by Borrower of any mate-rial part of its business or property and no purchase or
other  acquisition of any business or property  (including any capi-tal stock of
any other Person)  material in relation to the fi-nancial  condition of Borrower
at said  date.  Since  said  date,  (i)  there has been no  change,  occurrence,
development  or event  which has had or could  reasonably  be expected to have a
Material  Adverse Effect and (ii) none of the capital stock of Borrower has been
redeemed, retired, purchased or other-wise acquired for value by Borrower.

     4.9.  Accuracy  and  Completeness  of  Information.  All data,  reports and
           --------------------------------------------
information  previously,  now or hereafter furnished by or on behalf of Borrower
to  TBCC or the  Auditors  are or will be  true  and  accurate  in all  material
respects on the date as of which such data,  reports and  in-formation are dated
or  certified,  and not  incomplete  by  omit-ting  to state any  material  fact
necessary to make such data,  reports and information not materially  misleading
at such time. There are no facts now known to Borrower which in-dividually or in
the aggregate would reasonably be expected to have a Material Adverse Effect and
which have not been disclosed in writing to TBCC.

     4.10. No Joint  Ventures,  Partnerships  or  Subsidiaries.  Borrower is not
            -----------------------------------------------
engaged in any joint venture or partnership with any other Person.  Borrower has
no Subsidiaries.

     4.11.  Corporate  and Trade Name.  During the past five years, Borrower has
            -------------------------
not  been  known by or used any other corporate, trade or fictitious name except
for  its name as set forth on the signature page of this Agreement and the other
names  specified  in  the  Schedule.

     4.12. No Actual or Pending Material Modification of Business.  There exists
           -------------------------------------------------------
no actual or, to the best of Borrower's knowledge after due inquiry,  threatened
termina-tion,  cancellation  or limitation of, or any  modification or change in
the business  relationship  of Borrower  with any customer or group of customers
whose purchases  individu-ally or in the aggregate are material to the operation
of Borrower's business or with any material supplier.

     4.13. No Broker's or Finder's  Fees. No broker or finder brought about this
          --------------------------------
Agreement  or the Loans.  No broker's or finder's  fees or  commissions  will be
payable  by  Borrower  to  any  Person  in  connection  with  the   transactions
contem-plated by this Agreement.

     4.14.  Taxes and Tax Returns.  Borrower has properly  completed  and timely
            ----------------------
filed all income tax returns it is re-quired to file. The  information  filed is
complete and accu-rate in all material  respects.  All deductions  taken in such


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -5-
<PAGE>

income tax returns are  appropriate  and in accordance  with applicable laws and
regulations,  except  deductions  that may have  been  disallowed  but are being
challenged  in good  faith and for  which  adequate  reserves  have been made in
accor-dance  with GAAP.  All  taxes,  assessments,  fees and other  governmental
charges  for periods  beginning  prior to the date of this  Agreement  have been
timely  paid  (or,  if  not  yet  due,  adequate  reserves  therefor  have  been
established in accordance  with GAAP) and Borrower has no liability for taxes in
excess of the amounts so paid or reserves so established.  No  deficiencies  for
taxes  have  been  claimed,   proposed  or  assessed  by  any  taxing  or  other
Governmental  Authority against Borrower and no no-tice of any tax Lien has been
filed. There are no pending or threatened  audits,  investigations or claims for
or  relating  to  any  liability  for  taxes  and  there  are no  matters  under
discus-sion with any Governmental  Authority which could result in an additional
liability for taxes. No extension of a statute of limitations relating to taxes,
assessments,  fees or other  governmental  charges is in effect with  respect to
Borrower. Borrower is not a party to and does not have any obligations under any
written tax sharing agreement or agreement regarding payments in lieu of taxes.

     4.15. No Judgments or Litigation.  Except as set forth in the Schedule,  no
           --------------------------
judgments,  orders,  writs or decrees are outstanding  against Borrower,  nor is
there now pending or, to the knowledge of Borrower after due inquiry, threatened
litigation,  contested  claim,  investiga-tion,   arbitration,  or  governmental
proceeding  by or  against  Borrower  that  (i)  could  individually  or in  the
aggregate  be  likely  in the  reasonable  business  judgment  of TBCC to have a
Material  Adverse  Effect or (ii) purports to affect the  legality,  validity or
enforceability of this Agreement, any other Loan Document or the consummation of
the transactions contemplated hereby or thereby.

     4.16.  Investments;  Contracts.  Borrower (i) has not committed to make any
            -----------------------
Investment;  (ii)  is  not  a  party  to  any  indenture,  agreement,  contract,
instrument  or  lease or  subject  to any  charter,  by-law  or other  corporate
restriction  or any  injunction,  order,  restriction  or  decree,  which  would
materially and adversely affect its business,  operations,  as-sets or financial
condition;  (iii) is not a party to any take or pay  contract  as to which it is
the  purchaser;  or (iv) has no  material  contingent  or  long-term  liability,
including  management  contracts  (excluding  employment  contracts of full-time
individual officers or employees), which could have a Material Adverse Effect.

     4.17. No Defaults;  Legal Compliance.  Borrower is not in default under any
           -----------------------
term of any Material Contract or in vio-lation of any Requirement of Law, nor is
Borrower subject to any investigation with respect to a claimed violation of any
Requirement of Law.

     4.18.  Rights in Collateral;  Priority of Liens. All Collateral is owned or
            -----------------------------------------
leased  by  Borrower,  free  and  clear  of any and all  Liens in favor of third
parties,  other than Permitted Liens. The Liens granted to TBCC pur-suant to the
Loan Documents constitute valid,  enforceable and perfected first-priority Liens
on the Collateral, except for Permitted Liens.

     4.19.  Intellectual Property. Set forth in the written  Representations and
            ----------------------
Warranties of Borrower  previously  delivered to TBCC is a complete and accurate
list of all patents,  trademarks,  trade  names,  service  marks and  copyrights
(registered  and  unregistered),  and all  applications  therefor  and  licenses
thereof,   of  Borrower.   Borrower  owns  or  licenses  all  material  patents,
trademarks,   service-marks,   logos,  trade-names,   trade  secrets,  know-how,
copyrights,  or licenses and other rights with respect to any of the  foregoing,
which are  necessary or advisable for the operation of its business as presently
conducted or proposed to be conducted.  To the best of its  knowledge  after due
inquiry,  Borrower  has not  in-fringed  any  patent,  trademark,  service-mark,
tradename,  copyright,  license or other right owned by any other  Person by the
sale or use of any product, process, method, sub-stance,  part or other material
presently  contemplated  to be sold  or  used,  where  such  sale  or use  would
reasonably  be  expected  to have a  Material  Adverse  Effect  and no  claim or
litigation  is  pending,  or to the best of  Borrower's  knowl-edge,  threatened
against or affecting  Borrower  that  contests its right to sell or use any such
product, process, method, substance, part or other material.

     4.20. Labor Matters. There are no existing or threatened strikes,  lockouts
           -------------
or other disputes relating to any collective  bargaining or similar agreement to
which  Borrower is a party which would,  individually  or in the  aggregate,  be
rea-sonably likely to have a Material Adverse Effect.

     4.21.  Licenses and Permits.  Borrower has obtained and holds in full force
            ---------------------
and  effect,   all  franchises,   licenses,   leases,   permits,   certificates,
authorizations,  qualifications,  ease-ments, rights of way and other rights and
approvals  which are necessary or advisable for the operation of its business as
presently  conducted and as proposed to be conducted,  except where the failure
to possess any of the foregoing  (individually  or in the  aggregate)  would not
have a Material Adverse Effect.

     4.22.  Government  Regulation.  Borrower is not subject to regulation under
             ----------------------
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Interstate  Commerce  Act,  the  Investment  Company  Act of 1940,  or any other
Requirement of Law that limits its ability to in-cur indebtedness or its ability
to consummate  the  transac-tions  contemplated  by this Agreement and the other
Loan Documents.

     4.23. Business and Properties.  The business of Borrower is not affected by
           -----------------------
any fire, explosion, accident, strike, lock-out or other labor dispute, drought,
storm,  hail,  earthquake,  embargo,  act of God or of the public enemy or other
casu-alty  (whether  or not  covered by  insurance)  that could  reason-ably  be
expected  to have a  Material  Adverse  Effect.


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -6-
<PAGE>

     4.24.  Affiliate  Transactions.  Borrower is not a party to or bound by any
            -----------------------
agreement or  arrangement  (whether  oral or written) to which any  Affiliate of
Borrower is a party  except (i) in the  ordinary  course of and  pursuant to the
reasonable  requirements  of the  business  of  Borrower  and (ii) upon fair and
reasonable  terms  no less  favorable  to  Borrower  than it could  obtain  in a
comparable arm's-length transaction with an unaffiliated Person.

     4.25. Survival of Representations.  All representations made by Borrower in
            ---------------------------
this  Agreement and in any other Loan  Document  executed and delivered by it in
connection here-with shall survive the execution and delivery hereof and thereof
and the closing of the transactions contemplated hereby and thereby.

5.  AFFIRMATIVE  COVENANTS OF THE BORROWER.  Until termination of this Agreement
    --------------------------------------
and  payment  and  satis-faction  of  all  Obligations:

     5.1.  Corporate  Existence.  Borrower  shall  (i)  maintain  its  corporate
           --------------------
existence,  (ii) maintain in full force and effect all material licenses, bonds,
franchises,  leases,  trademarks,  qualifications  and  authorizations  to  do
business,  and  all  ma-terial  patents, contracts and other rights necessary or
advis-able to the profitable conduct of its business, and (iii) continue in, and
limit  its  operations  to, the same lines of business as presently conducted by
it.

     5.2.  Maintenance of Property.  Borrower shall keep all property useful and
           -------------------------
necessary to its business in good work-ing  order and condition  (ordinary  wear
and tear excepted) in accordance with its past operating practices.

     5.3. Affiliate Transactions.  Borrower shall conduct trans-actions with any
          -----------------------
of its Affiliates on an  arm's-length  basis or other basis no less favorable to
Borrower and which are ap-proved by the board of directors of Borrower.

     5.4. Taxes. Borrower shall pay when due (i) all tax as-sessments, and other
          -----
governmental  charges and levies im-posed  against it or any of its property and
(ii) all lawful  claims  that,  if  unpaid,  might by law become a Lien upon its
property; provided, however, that, unless such tax as-sessment,  charge, levy or
claim has become a Lien on any of the property of Borrower,  it need not be paid
if it is being contested in good faith, by appropriate  proceedings  dili-gently
conducted and an adequate reserve or other appropriate provision shall have been
made therefor as required in accor-dance with GAAP.

     5.5.  Requirements  of Law.  Borrower shall comply with all Requirements of
           --------------------
Law  applicable  to  it,  including, without limitation, all applicable Federal,
State,  local  or  foreign  laws and regulations, including, without limitation,
those  relating  to  environmental  matters,  employee  matters,  the  Employee
Retirement  Income Security Act of 1974, and the collection, payment and deposit
of  employees'  income,  un-employment  and social security taxes, provided that
Borrower shall not be deemed in violation hereof if Borrower's failure to comply
with  any of the foregoing would not require more than $50,000 to cure the same.

     5.6.  Insurance.   Borrower  shall  maintain  public  liability  insurance,
           ---------
business  interruption  insurance,  third party prop-erty  damage  insurance and
replacement  value insurance on its assets (including the Collateral) under such
policies  of  insurance,  with such  insurance  companies,  in such  amounts and
covering such risks as are at all times satisfactory to TBCC in its commercially
reasonable  judgment,  all of which policies  covering the Collateral shall name
TBCC as an additional insured and lender loss payee in case of loss, and contain
other provisions as TBCC may reasonably require to protect fully TBCC's interest
in the Collateral  and any payments to be made under such policies

*  EXCEPT THAT, PROVIDED NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED, TBCC SHALL
RELEASE  TO  THE  BORROWER INSURANCE PROCEEDS WITH RESPECT TO EQUIPMENT TOTALING
LESS  THAN  $500,000,  PROVIDED  THAT  PROCEDURES,  ACCEPTABLE  TO  TBCC,  ARE
                       --------
ESTABLISHED FOR THE USE AND DISBURSEMENT OF SUCH PROCEEDS FOR THE REPLACEMENT OF
THE  EQUIPMENT  WITH  RESPECT  TO  WHICH  THE  INSURANCE  PROCEEDS  WERE  PAID


     5.7. Books and Records; Inspections.  Borrower shall (i) maintain books and
          ------------------------------
records  (including  computer  records)  pertaining  to the  Collateral  in such
detail,  form and scope as is consistent  with good  business  practice and (ii)
provide  TBCC and its agents  access to the premises of Borrower at any time and
from time to time, during normal business hours and upon reasonable notice under
the cir-cumstances,  and at any time on and after the occurrence of a Default or
Event  of  Default,  for  the  purposes  of (A)  inspecting  and  verifying  the
Collateral,  (B)  inspecting  and copying (at  Borrower's  expense)  any and all
records  per-taining  thereto,  and (C)  discussing  the  affairs,  finances and
business of Borrower with any officer,  employee or director of Borrower or with
the  Auditors.  Borrower  shall  reimburse  TBCC for the  reasonable  travel and
related  expenses of TBCC's  employees  or, at TBCC's  option,  of such  outside
accountants  or  examiners  as may be  retained  by TBCC to  verify  or  inspect
Collateral, records or documents of Borrower on a regular basis or for a special
inspection if TBCC deems the same appropriate. If TBCC's own employees are used,
Borrower  shall also pay therefor  $600 per person per day (or such other amount
as shall  repre-sent  TBCC's then current  standard charge for the same), or, if
outside examiners or accountants are used, Borrower shall also pay TBCC such sum
as TBCC may be obligated to pay as fees therefor.

     5.8.  Notification  Requirements.  Borrower  shall give TBCC the  following
           -------------------------
notices and other documents:

     (a) Notice of  Defaults.  Borrower  shall give TBCC  written  notice of any
         -------------------
Default or Event of Default within two Business Days after becoming aware of the
same.

     (b) Proceedings or Adverse Changes. Borrower shall give TBCC written notice
         -------------------------------
of any of the  following,  promptly,  and in any event within five Business Days
after Borrower  becomes aware of any of the following:  (i) any proceeding being
instituted  or  threatened  by or against  it in any  federal,  state,  local or
foreign court or before any  com-mission  or other  regulatory  body involving a


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -7-
<PAGE>

sum, together with the sum involved in all other similar proceedings,  in excess
of *  in  the  aggregate,  (ii) any order, judgment  or  decree  being  entered
against Borrower or any of its prop-erties or assets  involving a sum, together
with the sum of  all  other orders, judgments  or decrees, in  excess  of  *  in
the aggregate, and (iii) any actual or prospective change, de-velopment or event
which has had or could reasonably be expected to have a Material Adverse Effect.

     * $200,000

     (c) Change of Name or Chief Executive Office;  Opening Additional Places of
         -----------------------------------------------------------------------
Business.  Borrower shall give TBCC at least 30 days prior written notice of any
--------
change of Borrower's  corporate  name or its chief  execu-tive  office or of the
opening of any additional place of busi-ness.

     (d)  Casualty  Loss.  Borrower  shall (i) provide  written  notice to TBCC,
          --------------
within ten Business Days, of any material  damage to, the  destruction of or any
other  material  loss to any asset or property  owned or used by Borrower  other
than any such asset or property  with a net book value  (individually  or in the
aggregate) less than     *    or any condemnation, confiscation or other taking,
in whole or in part,  or any event  that  otherwise  diminishes  so as to render
impracticable  or unreasonable  the use of such asset or prop-erty owned or used
by  Borrower  together  with the  amount  of the  damage,  destruction,  loss or
diminution in value and (ii)  diligently  file and prosecute its claim or claims
for any award or payment in connection with any of the forego-ing.

     * $100,000

     (e)  Intellectual  Property.  Borrower  shall give TBCC  written
          ----------------------
notice,  on a quarterly  basis,  of any copyright  registration  made by it, any
rights Borrower may obtain to any copyrightable works, new trademarks or any new
patentable  inventions,  and of  any  renewal  or  extension  of  any  trademark
registration,  or if it shall  otherwise  become  entitled to the benefit of any
patent or patent application or trademark or trademark application.  (f) Deposit
Accounts and Security Accounts. Borrower shall promptly give TBCC written notice
of the opening of any new bank  account or other  deposit  account,  and any new
securities account.

     * , ON A QUARTERLY BASIS,

     5.9.  Qualify  to  Transact  Business.  Borrower  shall qualify to transact
           -------------------------------
business  as  a  foreign  corporation  in each jurisdic-tion where the nature or
extent  of  its  business or the owner-ship of its property requires it to be so
qualified  or  autho-rized  and  where failure to qualify or be authorized would
have  a  Material  Adverse  Effect.

     5.10.  Financial  Reporting.  Borrower  shall  timely  deliver  to TBCC the
            --------------------
following financial information: the information set forth in the Schedule, and,
when  requested by TBCC in its  good-faith  judgment,  any further  in-formation
respecting  Borrower or any Collateral.  Borrower authorizes TBCC to communicate
directly  with its  officers,  employees  and  Auditors  and to examine and make
abstracts  from its books and  records.  Borrower  authorizes  its  Auditors  to
disclose  to TBCC  any and all  financial  statements,  work  papers  and  other
information  of any kind that they may have with  respect  to  Borrower  and its
busi-ness  and  financial  and other  affairs.  Borrower  shall deliver a letter
addressed to the Auditors  requesting them to comply with the provisions of this
paragraph when requested by TBCC.

     5.11.  Payment of Liabilities.  Borrower shall pay and  dis-charge,  in the
            -----------------------
ordinary  course of  business,  all  Indebtedness,  except where the same may be
contested in good faith by appropriate  proceedings  and adequate  reserves with
respect  thereto  have been  provided  on the books and  records of  Borrower in
accordance with GAAP.

     5.12. Patents,  Trademarks, Etc. Borrower shall do and cause to be done all
           -------------------------
things necessary to preserve, maintain and keep in full force and ef-fect all of
its registrations of trademarks,  service marks and other marks, trade names and
other trade  rights,  patents,  copyrights  and other  intellectual  property in
accordance with prudent business practices.

     5.13. Proceeds of Collateral.  *  limiting any of  the  other terms of this
           ------------------------
Agreement,  and  without  implying  any consent to any sale or other transfer of
Collateral  in  viola-tion  of  any  provision of this Agreement, Borrower shall
de-liver  to  TBCC all proceeds of any sale or other trans-fer or disposition of
any  Collateral,  immediately  upon re-ceipt of the same and in the same form as
received,  with any necessary endorsements, and  Borrower will not commingle any
such  proceeds  with any of its other funds or property, but will segregate them
from  the  other  assets  of  Borrower  and  will hold them in trust and for the
account  and  as  the  property  of  TBCC.

*  SUBJECT  TO THE TERMS AND CONDITIONS OF THE STREAMLINE AGREEMENT OF EVEN DATE
HEREWITH,  SALES  OF  EQUIPMENT  AS  OTHERWISE  PERMITTED HEREUNDER AND SALES OF
INVENTORY  IN  THE  ORDINARY  COURSE  OF  BUSINESS,  AND  WITHOUT

     5.14.  Solvency.  Borrower  shall  be  Solvent  at  all  times.
            --------

6.  Negative  Covenants.  Until  termination  of  this Agreement and payment and
    -------------------
satisfaction  of  all  Obligations:

     6.1.  Contingent  Obligations.  Borrower  will not, directly or indirectly,
           -----------------------
incur,  assume,  or  suffer  to  exist  any  Contingent  Obligation,  excluding
indemnities  given in connection with this Agreement or the other Loan Documents
in  favor  of  TBCC  or  in connection with the sale of Inventory or other asset
dispositions  permitted  hereunder.

     6.2. Corporate Changes.  Borrower will not, directly or  indirectly,  merge
          -----------------
or consolidate with any Person, or liqui-date or  dissolve  (or suffer any
liquidation or dissolution). If TBCC fails to so provide its written consent for
any contemplated corporate changes, then such an occurrence shall  constitute  a
"Consent Condition" for  purposes  of all  Term  Notes  and  repayment  thereof.

     *  WITHOUT THE WRITTEN CONSENT OF TBCC,

     **  IF  TBCC  FAILS  TO SO PROVIDE ITS WRITTEN CONSENT FOR ANY CONTEMPLATED
CORPORATE  CHANGES,  THEN  SUCH  AN  OCCURRENCE  SHALL  CONSTITUTE  A  "CONSENT
CONDITION"  FOR  PURPOSES  OF  ALL  TERM  NOTES  AND  REPAYMENT  THEREOF.


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -8-
<PAGE>

     6.3.  Change in Nature of Business.  Borrower will not at any time make any
material  change in the lines of its busi-ness as carried on at the date of this
Agreement or enter into any new line of business , other than business  relating
to or arising in connection with the Borrower's current line of business.

     *  ,  OTHER  THAN  BUSINESS  RELATING  TO OR ARISING IN CONNECTION WITH THE
BORROWER'S  CURRENT  LINE  OF  BUSINESS

     6.4. Sales of Assets.  Borrower will not,  directly or indi-rectly,  in any
fiscal year,  sell,  transfer or otherwise  dispose of any assets,  or grant any
option or other right to purchase or otherwise acquire any assets other than (i)
Equipment with an aggregate  value of less than $100,000 * the proceeds of which
shall be paid to TBCC and applied to the Obligations, (ii) sales of Inventory in
the  ordinary  course  of  business  and  (iii)  licenses  or  sublicenses  on a
non-exclusive  basis  of  intellectual   property  in  the  ordinary  course  of
Borrower's business.

     *100,000

     6.5.  Cancellation of Debt. Borrower will not cancel any claim or debt owed
to it, except in the ordinary course of business.

     6.6.  Loans to Other  Persons.  Borrower will not at any time make loans or
advance any credit (except to trade debtors in the ordinary  course of business)
to any  Person in excess of $25,000  in the  aggregate  at any time for all such
loans.

     6.7. Liens. Borrower will not, directly or indirectly,  at any time create,
incur,  assume  or suffer  to exist  any Lien on or with  respect  to any of the
Collateral,  other than: Liens created hereunder and by any other Loan Document;
and Permitted  Liens,  provided  that the  aggregate  amount of debt relating to
Purchase  Money  Liens with  respect to  Equipment  shall not exceed  $4,000,000
outstanding at any one time.

     *  ,  PROVIDED THAT THE AGGREGATE AMOUNT OF DEBT RELATING TO PURCHASE MONEY
LIENS  WITH  RESPECT TO EQUIPMENT SHALL NOT EXCEED $4,000,000 OUTSTANDING AT ANY
ONE  TIME

     6.8.  Dividends,   Stock  Redemptions.   Borrower  will  not,  directly  or
indirectly,  pay any dividends or distributions  on, purchase,  redeem or retire
any shares of any class of its capi-tal stock or any warrants, options or rights
to  purchase  any such  capital  stock,  whether  now or  hereafter  outstanding
("Stock"),  or make any payment on account of or set apart  assets for a sinking
or other analogous fund for, the pur-chase, redemption,  defeasance,  retirement
or other  acquisi-tion of its Stock,  or make any other  distribution in respect
thereof,  either  directly  or  indirectly,  whether in cash or  property  or in
obligations  of  Borrower,  except  for  dividends  paid  solely in stock of the
Borrower,  provided  that,  so long as no  Default  or Event of  Default is then
occurring that relates to or arises from the failure of Borrower to make payment
on the  Obligations,  then  Borrower  shall be permitted to pay dividends on its
preferred stock in an aggregate amount not to exceed $800,000 per calendar year;
provided,  further,  that, in any event,  Borrower may issue dividends in common
stock of the Borrower without the consent of TBCC

     *  ,  PROVIDED  THAT,  SO  LONG  AS  NO DEFAULT OR EVENT OF DEFAULT IS THEN
           --------
OCCURRING THAT RELATES TO OR ARISES FROM THE FAILURE OF BORROWER TO MAKE PAYMENT
ON  THE  OBLIGATIONS,  THEN  BORROWER SHALL BE PERMITTED TO PAY DIVIDENDS ON ITS
PREFERRED STOCK IN AN AGGREGATE AMOUNT NOT TO EXCEED $800,000 PER CALENDAR YEAR;
PROVIDED,  FURTHER,  THAT,  IN ANY EVENT, BORROWER MAY ISSUE DIVIDENDS IN COMMON
--------   -------
STOCK  OF  THE  BORROWER  WITHOUT  THE  CONSENT  OF  TBCC

     6.9.  Investments  in Other Persons.  Without the written  consent of TBCC,
Borrower  will  not,  directly  or  indirectly,  at any  time  make or hold  any
Investment in any Person  (whether in cash,  securities or other property of any
kind) other than  Investments in Cash  Equivalents.  If TBCC fails to so provide
its  written  consent  for any  contemplated  corporate  changes,  then  such an
occurrence shall constitute a "Consent Condition" for purposes of all Term Notes
and the repayment thereof.

     *  WITHOUT  THE  WRITTEN  CONSENT  OF  TBCC,

     **  IF  TBCC  FAILS  TO SO PROVIDE ITS WRITTEN CONSENT FOR ANY CONTEMPLATED
CORPORATE  CHANGES,  THEN  SUCH  AN  OCCURRENCE  SHALL  CONSTITUTE  A  "CONSENT
CONDITION"  FOR  PURPOSES  OF  ALL  TERM  NOTES  AND  THE  REPAYMENT  THEREOF.

     6.10.  Partnerships;  Subsidiaries;  Joint Ventures;  Management Contracts.
Without the written  consent of TBCC,  Borrower will not at any time cre-ate any
direct  or  indirect  Subsidiary,  enter  into  any  joint  venture  or  similar
arrangement  or become a partner in any general or limited  partnership or enter
into  any  management  contract  (other  than  an  employment  contract  for the
em-ployment  of an officer or employee  entered into in the  regu-lar  course of
Borrower's  business)  permitting third party management  rights with respect to
Borrower's  business.  If TBCC fails to so provide its  written  consent for any
contemplated  corporate  changes,  then such an  occurrence  shall  constitute a
"Consent Condition" for purposes of all Term Notes and the repayment thereof.

     6.11. Fiscal Year. Borrower will not change its fiscal year.
           ------------

     6.12. Accounting Changes.  Borrower will not at any time make or permit any
           ------------------
change in  accounting  policies or  reporting  practices,  except as required by
GAAP.

     6.13.  Broker's  or  Finder's  Fees.  Borrower  will not pay or  incur  any
            ----------------------------
broker's or finder's fees in connection with this Agreement or the  transactions
contemplated hereby.

     6.14.  Unusual  Terms of Sale.  Borrower will not sell goods or products on
            ----------------------
extended terms, consignment terms, on a progress billing or bill and hold basis,
or on any other unusual terms.

     6.15. Amendments of Material Contracts. Without the written consent of TBCC
           --------------------------------
(which will not be  unreasonably  withheld),  Borrower  will not amend,  modify,
cancel or terminate,  or permit the  amendment,  modification,  cancellation  or
termination  of,  any  Material  Contract,  if  such  amendment,   modification,
cancellation or termination could have a Material Adverse Effect.

     *  WITHOUT  THE  WRITTEN  CONSENT  OF  TBCC (WHICH WILL NOT BE UNREASONABLY
WITHHELD),

     6.16. Sale and Leaseback Obligations. Borrower will not at any time create,
           ------------------------------
incur or assume any  obligations  as lessee  for the rental of real or  personal
property in connection with any sale and leaseback transaction.

     6.17.  Acquisition of Stock or Assets.  Borrower will not acquire or commit
            ------------------------------
or agree to acquire all or any stock,  secu-rities or assets of any other Person
other than Inventory and Equipment acquired in the ordinary course of business.


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -9-
<PAGE>

7.  Events  of  Default.
    -------------------

     7.1.  Events  of  Default.  The  occurrence of any of the fol-lowing events
shall  constitute  an  Event  of  Default:

     (a)  Borrower  shall fail to pay any principal, interest, fees, expenses or
other  Obligations when payable, whether at stated maturity, by acceleration, or
otherwise  within  5  calendar  days  of  the  date  due;  or

     *  WITHIN  5  CALENDAR  DAYS  OF  THE  DATE  DUE

     (b)  Borrower  shall  default  in the  performance  or  ob-servance  of any
agreement, covenant, condition, provision or term contained in Section 1.1, 1.2,
1.4,  3.3,  5.7,  5.13,  6 (and its Sections  and  subsections),  or 8.1 of this
Agreement,  or Borrower shall fail to perform any non-monetary  Obligation which
by its nature cannot be cured; or

     (c) Borrower  shall default in the  performance  or observance of any other
agreement, covenant, condition, provision or term of this Agreement (other than
those  referred  to  in  Section

     (d) Borrower or any Guarantor shall dissolve, wind up or otherwise cease to
conduct its business; or

     (e) Borrower or any Guarantor shall become the subject of (i) an Insolvency
Event except as set forth in clause (e) of the  def-inition of Insolvency  Event
or (ii) an  Insolvency  Event as set forth in clause  (e) of the  definition  of
Insolvency Event that is not dismissed within sixty days; or

     (f) any  representation or warranty made by or on behalf of Borrower or any
Guarantor to TBCC,  under this  Agreement or  oth-erwise,  shall be incorrect or
misleading in any material re-spect when made or deemed made; or

     (g) A change in the  ownership  or  control  of more than 30% of the voting
stock of the Borrower  compared to such  ownership on the date of this Agreement
other than for changes in the foregoing  percentages  arising from  issuances of
new equity  securities or the  conversion of preferred  stock of the Borrower to
common shares of Borrower; or

     *  30%

     **  OTHER  THAN  FOR  CHANGES  IN  THE  FOREGOING  PERCENTAGES ARISING FROM
ISSUANCES  OF  NEW EQUITY SECURITIES OR THE CONVERSION OF PREFERRED STOCK OF THE
BORROWER  TO  COMMON  SHARES  OF  BORROWER

     (h) any  judgment  or order  for the  payment  of money  shall be  rendered
against  Borrower  in an  aggregate  amount of $100,000 or more and shall not be
stayed,  vacated,  bonded or discharged  within  thirty days,  provided that any
liens in any Collateral  arising from any such judgments or orders do not attain
a higher priority than the liens of TBCC therein; or

     *  IN  AN  AGGREGATE  AMOUNT  OF  $100,000  OR  MORE

     **  ,  PROVIDED  THAT  ANY  LIENS  IN  ANY COLLATERAL ARISING FROM ANY SUCH
JUDGMENTS  OR  ORDERS  DO  NOT  ATTAIN  A HIGHER PRIORITY THAN THE LIENS OF TBCC
THEREIN

     (i) any  defined  "Event of  Default"  shall  occur  under  any other  Loan
Document;  or Borrower or any Guarantor  shall deny or disaffirm its obligations
un-der any of the Loan Documents or any Liens granted in connection therewith or
shall  otherwise  challenge  any  of its  obligations  under  any  of  the  Loan
Documents;  or any Liens granted in any of the Collateral shall be determined to
be void,  voidable or invalid,  are  subordinated  or are not given the priority
contemplated by this Agreement; or

     (j) any Loan  Document  shall  for any  reason  cease to create a valid and
perfected  Lien on the  Collateral  purported  to be covered  thereby,  of first
priority (except for Permitted Liens); or

     (k) the  Auditors  for Borrower  shall  deliver a Qualified  opinion on any
Financial Statement; or

     (l) Borrower or any Guarantor (i) shall fail to pay any Indebtedness  owing
to TBCC under any other  agreement  with TBCC or note or  instrument in favor of
TBCC,  when due  (whether  at  scheduled  maturity  or by  required  prepayment,
acceleration,  demand or otherwise),  or (ii) shall otherwise be in breach of or
default in any of its obligations  under any such agreement,  note or instrument
with respect to any such Indebtedness; or

     (m) Borrower or any  Guarantor  (i) shall fail to pay any  Indebtedness  in
excess of  $200,000 * owing to any Person  other  than TBCC or any  interest  or
premium  thereon,  when  due  (whether  at  scheduled  maturity  or by  required
prepayment,  acceleration,  demand or otherwise),  or (ii) shall otherwise be in
breach or default in any of its obligations  under any agreement with respect to
any such Indebtedness,  if the effect of such breach,  default or failure to pay
is to cause such  Indebtedness to become due or redeemed or permit the holder or
holders of such  Indebtedness (or a trustee or agent on behalf of such holder or
holders) to declare such  Indebtedness  due or require such  Indebtedness  to be
redeemed prior to its stated maturity; or

     *  $200,000

     (n) the  occurrence  of any event or condition  that,  in TBCC's  judgment,
could reasonably be expected to have a Material  Adverse Effect.  TBCC may cease
making any Loans hereunder during any of the above cure periods,  and thereafter
if any Event of Default has occurred and is continuing.

     7.2. Remedies.  Upon the occurrence and during the con-tinuance of an Event
          --------
of Default, TBCC shall have all rights and remedies under applicable law and the
Loan  Documents,  and  TBCC  may  do  any  or  all  of  the  fol-lowing:

     (a) Declare all Obligations to be imme-diately due and payable (except with
respect  to  any  Event of Default with respect to Borrower set forth in Section

     (b) Cease making any Loans or other extensions of credit to Borrower of any
kind;

     (c) Take  possession  of all  documents,  instruments,  files  and  records
(including the copying of any computer  records)  relating to the Receivables or
other  Collateral and use (at the expense of Borrower) such supplies or space of
Borrower at Borrower's  places of business  necessary to administer  and collect
the Receivables and other Collateral;


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -10-
<PAGE>

     (d) Accelerate or extend the time of payment,  compro-mise,  issue credits,
or bring suit on the Receivables  and other  Collateral (in the name of Borrower
or TBCC)  and  otherwise  administer  and  collect  the  Receivables  and  other
Collateral;

     (e) Collect,  receive, dispose of and realize upon any Investment Property,
including withdrawal of any and all funds from any securities accounts;

     (f) Sell, assign and deliver the Receivables and other Collateral,  with or
without  advertisement,  at  public or  pri-vate  sale,  for cash,  on credit or
otherwise, subject to appli-cable law;

     (g)  Foreclose  on the  security  interests  created  pursuant  to the Loan
Documents by any  available  procedure,  take  pos-session  of any or all of the
Collateral,  with or without  judi-cial process and enter any premises where any
Collateral  may be located for the purpose of taking  possession  of or removing
the same; and

     (h) Bid or  become  a  purchaser  at any  sale,  free  from  any  right  of
redemption,  which right is ex-pressly  waived by Borrower,  if permitted  under
applicable law. If notice of intended  disposition of any Collateral is required
by law,  it is  agreed  that  ten  days'  notice  shall  con-stitute  reasonable
notification.  Borrower  will assemble the  Collateral  and make it available at
such  locations  as TBCC may  specify,  whether at the  premises  of Borrower or
elsewhere,  and will make  available  to TBCC the  premises  and  facilities  of
Borrower  for the  purpose  of  TBCC's  taking  possession  of or  removing  the
Collateral or putting the Collateral in salable form.

     (i)  Borrower  recognizes  that TBCC may be unable to make a public sale of
any or all of the Investment Property,  by reasons of prohibitions  contained in
applicable  securities  laws or otherwise,  and expressly  agrees that a private
sale to a restricted  group of purchasers  for investment and not with a view to
any distribution thereof shall be considered a commercially reasonable sale.

     7.3.  Receivables.  Upon  the  occurrence  and during the continuance of an
           -----------
Event of Default, or at any time that TBCC believes in good faith that fraud has
occurred  or  that Borrower has failed to deliver the proceeds of Receivables or
other  Collateral to TBCC as may be required by this Agreement from time to time
or  any  other  Loan  Document, TBCC may (i) settle or adjust disputes or claims
di-rectly  with  account  debtors  for amounts and upon terms which it considers
advisable,  and  (ii)  notify  account  debtors  on  the  Receivables  and other
Collateral  that  the Receivables and Collateral have been assigned to TBCC, and
that  payments in respect thereof shall be made directly to TBCC. If an Event of
Default has occurred and is continuing or TBCC reasonably believes in good faith
that  fraud has occurred, or that Borrower has failed to deliver the proceeds of
Receivables  or  other  Collateral  to TBCC as required by this Agreement or any
other  Loan  Document, Borrower hereby irrevocably authorizes and appoints TBCC,
or  any  Person  TBCC may designate, as its attorney-in-fact, at Borrower's sole
cost  and  expense,  to exercise, all of the following powers, which are coupled
with  an  interest  and  are irrevocable, until all of the Obligations have been
indefeasibly paid and satisfied in full in cash:  (A) to receive, take, endorse,
sign,  assign  and  de-liver,  all  in the name of TBCC or Borrower, any and all
checks,  notes,  drafts,  and  other  documents  or  instruments relating to the
Collateral;  (B)  to receive, open and dispose of all mail addressed to Borrower
and  to notify postal au-thorities to change the address for delivery thereof to
such  address  as  TBCC  may designate; and (C) to take or bring, in the name of
TBCC  or  Borrower,  all  steps,  actions,  suits  or proceedings deemed by TBCC
neces-sary  or  desirable  to  enforce  or effect collection of Receivables  and
other  Collateral  or  file  and  sign  Borrower's  name  on a proof of claim in
bankruptcy  or  similar  docu-ment  against  any  obligor  of  Borrower.

     7.4.  Right of Set off.  In  addition to all rights of offset that TBCC may
           ----------------
have under applicable law, upon the occurrence and during the continuance of any
Event  of  Default,  and  whether  or not  TBCC  has  made  any  de-mand  or the
Obligations  of Borrower have matured,  TBCC shall have the right to appropriate
and apply to the payment of the  Obligations  of Borrower all deposits and other
obligations then or thereafter owing by TBCC to or for the credit or the account
of  Borrower.  In the event that TBCC  exercises  any of its  rights  under this
Section,  TBCC shall provide notice to Borrower of such exercise,  provided that
the failure to give such notice shall not affect the validity of the exercise of
such rights.

     7.5. License for Use of Software and Other Intellectual Property. After the
          --------------------------------------------------------------
occurrence and during the continuance of an Event of Default,  unless  expressly
prohibited by any licensor thereof,  TBCC is hereby granted a license to use all
computer software programs,  data bases, processes,  trademarks,  tradenames and
materials  used by Borrower in connection  with its  businesses or in connection
with the Collateral.

     7.6.  No  Marshalling;  Deficiencies;  Remedies  Cumulative.  The net  cash
              --------------------------------------------------
proceeds  resulting  from TBCC's  exercise of any of its rights with  respect to
Collateral,  including any and all  Collections  (after  deducting all of TBCC's
reasonable  expenses related  thereto),  shall be applied by TBCC to such of the
Obligations  in  such  order  as TBCC  shall  elect  in its  sole  and  absolute
discretion,  whether due or to become due.  Borrower shall remain liable to TBCC
for any  defi-ciencies  and TBCC shall  remit to Borrower  or its  successor  or
assign,  any  surplus  resulting  therefrom.  The  remedies  specified  in  this
Agreement  are  cumulative,  may be  exercised in such order and with respect to
such Collateral as TBCC may deem desirable and are not intended to be exclusive,
and the full or partial  exercise of any of them shall not  preclude the full or
partial exercise of any other available  remedy under this Agreement,  under any
other Loan Document, at equity or at law.


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -11-
<PAGE>

     7.7.  Waivers.  Borrower  hereby  waives any bonds,  secu-rity  or sureties
           -------
required by any  statute,  rule or any other law as an incident to any taking of
possession by TBCC of any Collateral.  Borrower also waives any damages (direct,
consequential  or  otherwise)  occasioned by the  en-forcement  of TBCC's rights
under  this  Agreement  or any  other  Loan  Document  including  the  taking of
posses-sion  of any  Collateral or the giving of notice to any account debtor or
the  collection of any Receivable or other  Collateral  (other than damages that
are the result of acts or omissions  constituting  gross  negligence  or willful
miscon-duct of TBCC).  These waivers and all other waivers  provided for in this
Agreement and the other Loan Documents  have been  negotiated by the parties and
Borrower  acknowledges that it has been represented by counsel of its own choice
and has consulted such counsel with respect to its rights hereunder.

     7.8.  Right to Make  Payments.  In the event  that  Borrower  shall fail to
           -----------------------
purchase  or  maintain  insurance  re-quired  hereunder,  or  to  pay  any  tax,
assessment,  government  charge  or levy,  except  as the same may be  otherwise
permit-ted hereunder,  or in the event that any Lien prohibited hereby shall not
be paid in full or  discharged,  or in the event  that  Borrower  shall  fail to
perform  or comply  with any  other  covenant,  promise  or  obligation  to TBCC
here-under or under any other Loan Document, TBCC may (but shall not be required
to)  perform,  pay,  satisfy,  discharge  or bond the same  for the  account  of
Borrower,  and all amounts so paid by TBCC shall be treated as a Loan  hereunder
to Borrower and shall constitute part of the Obligations.

8.  Assignments  and  Participations.
    --------------------------------

     8.1. Assignments.  Borrower shall not assign this Agreement or any right or
          -----------
obligation hereunder without the prior written consent of TBCC.  TBCC may assign
(without the consent of Borrower) to one or more Persons all or a portion of its
rights  and  obligations  under  this  Agreement  and  the other Loan Documents.

     8.2. Participations. TBCC may sell participations in or to all or a portion
          --------------
of  its  rights  and  obligations  under  this  Agreement  (including,   without
limitation,  all or a por-tion of the  Loans);  provided,  however,  that TBCC's
obligations under this Agreement shall remain unchanged.

     8.3.  Disclosure.  TBCC may, in connection with any permitted assignment or
           ----------
participation  or  proposed  as-signment  or  participation   pursuant  to  this
Agreement,  dis-close to the  assignee or  participant  or proposed  assignee or
participant  any  information  relating to Borrower  furnished  to TBCC by or on
behalf of Borrower.

9.  DEFINITIONS.
    -----------

     9.1.  General  Definitions.  As used herein, the following terms shall have
           --------------------
the meanings herein specified (to be equally applicable to both the singular and
plural  forms  of  the  terms  defined):

     (a)  Affiliate  means  as  to  any Person, any other Person who directly or
          ---------
indirectly  controls,  is  under  common  control with, is controlled by or is a
director  or  officer  of  such  Person.  As  used in this definition, "control"
(including  its correlative meanings, "controlled by" and "un-der common control
with") means possession, directly or indirectly, of the power to direct or cause
the  direction  of  management or policies (whether through ownership of vot-ing
securities  or  partnership  or  other  ownership  interests,  by  contract  or
otherwise),  provided  that,  in  any  event,  any  Person  who owns directly or
indirectly twenty percent (20%) or more of the securities having ordinary voting
power  for  the  election  of  the  members  of the board of direc-tors or other
governing  body  of  a  corporation  or  twenty  per-cent  (20%)  or more of the
partnership  or  other  ownership interests of any other Person (other than as a
limited  partner  of  such  other  Person)  will  be  deemed  to  control  such
corpo-ration,  partnership  or  other  Person.

     (b) Agreement  means  this  Loan  and  Security  Agreement,   as  amended,
         ---------
supplemented or otherwise modi-fied from time to time.

     (c) Auditors  means a nationally  recognized  firm of  in-dependent  public
         --------
accountants selected by Borrower and rea-sonably satisfactory to TBCC.

     (d)  Bankruptcy  Code means  Title 11 of the United  States  Code  entitled
          ----------------
"Bankruptcy,"  as that title may be amended from time to time,  or any successor
statute.

     (e) Borrowing means a borrowing of Loans.
         ---------

     (f) Business Day means  any day other than a Saturday,  Sunday or any other
         --------
day on which commercial banks in Chicago, Illinois are re-quired or permitted by
law to close.

     (g) Cash Equivalents means (i) securities issued,  guaranteed or insured by
         ---------------
the United  States or any of its agencies  with  maturities of not more than one
year from the date acquired; (ii) certificates of deposit with maturities of not
more than one year from the date acquired,  issued by any U.S.  federal or state
chartered  commercial  bank  of  recog-nized  standing  which  has  capital  and
unimpaired surplus in excess of $100,000,000;  (iii) investments in money market
funds  registered  under the  Investment  Company  Act of 1940;  and (iv)  other
instruments,  commercial  paper or  investments  acceptable  to TBCC in its sole
discre-tion.

     (h) Collateral  means  Receivables,  Investment  Property,  Inventory,
         ---------
Equipment,  and Other Property,  and all additions and  acces-sions  thereto and
substitutions  and  replacements  therefor  and  improvements  thereon,  and all


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -12-
<PAGE>

proceeds  (whether  cash or other  property)  and products  thereof,  including,
without  lim-itation,  all proceeds of insurance  covering the same and all tort
claims in connection  therewith,  and all records,  files, computer programs and
files, data and writings relating to the foregoing, and all equipment containing
the foregoing *.

* ,  PROVIDED THAT THE FOREGOING SHALL NOT INCLUDE EQUIPMENT THAT IS THE SUBJECT
OF ANY  PURCHASE  MONEY  LIEN TO THE  EXTENT  THE  AGREEMENTS  AND CONTRACTS
GIVING RISE TO ANY SUCH  PURCHASE  MONEY LIEN PROHIBIT THE GRANT OF A SECURITY
INTEREST THEREIN

     (i) Collections  means all cash, funds,  checks,  notes,  instruments,  any
         -----------
other form of remittance  tendered by ac-count  debtors in respect of payment of
Receivables  and any other  payments  received by Borrower  with  respect to any
other Collateral.

     (j) Compliance  Certificate  means a certificate as to compliance  with the
         -----------------------
Obligations, on TBCC's stan-dard form (in effect from time to time).

     (k)  Contingent  Obligation  means  any  direct,  indirect,  contingent  or
          ----------------------
on-contingent  guaranty or obligation for the  Indebtedness  of another  Person,
except endorsements in the ordinary course of business.

     (l) Default  means any of the events  specified in Section 7.1,  whether or
         -------
not any of the  requirements  for the  giving of notice,  the lapse of time,  or
both, or any other condition, has been satisfied.

     (m) [Reserved]
          --------

     (n) [Reserved]
          --------

     (o)  Equipment  means  all  machinery,  equipment,  furniture,  fixtures,
          ---------
conveyors, tools, materials, storage and handling equipment,  hydraulic presses,
cutting   equipment,   computer   equipment  and  hardware,   including  central
process-ing  units,  terminals,  drives,  memory  units,  printers,  key-boards,
screens, peripherals and input or output devices, molds, dies, stamps, vehicles,
and other  equipment  of every  kind and  nature and  wherever  situated  now or
hereafter  owned by  Borrower or in which  Borrower  may have any  in-terest  as
lessee  or  otherwise  (to the  extent  of such  interest),  together  with  all
additions and accessions  thereto,  all  re-placements  and all  accessories and
parts therefor, all manu-als,  blueprints,  know-how,  warranties and records in
connec-tion therewith, all rights against suppliers, warrantors,  manufacturers,
sellers or others in connection therewith, and together with all substitutes for
any of the foregoing.

     (p) Event of Default means the occurrence of any of the events specified in
         ----------------
Section 7.1.

     (q) Financial  Statements  means  the  balance  sheets,  profit  and  loss
         ---------------------
statements,  statements of cash flow, and statements of changes in  intercompany
accounts, if any, for the period specified, prepared in accordance with GAAP and
consistent with prior practices.

     (r) GAAP means generally accepted  accounting  prin-ciples set forth in the
         ----
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public Accountants and statements and  pro-nouncements of
the  Financial   Accounting   Standards   Board  that  are   applicable  to  the
circumstances as of the date of de-termination.  Whenever any accounting term is
used  herein  which  is not  otherwise  defined,  it  shall  be  interpreted  in
ac-cordance with GAAP.

     (s) Good Faith  means  "good  faith" as defined in the  Uniform  Commercial
         ----------
Code, from time to time in effect in the State of Illinois.

     (t) Governing Documents means the articles or cer-tificate of incorporation
         -------------------
and by-laws of Borrower.

     (u)  Governmental  Authority  means any nation or government,  any state or
          -----------------------
other  political   subdivision  thereof  or  any  entity  exercising  executive,
legislative,  judicial,  reg-ulatory  or  administrative  functions  thereof  or
pertaining thereto.

     (v) Guarantor means any present or future guarantor of any or all of the
         ---------
 Obligations.

     (w)  Indebtedness  means,  with  respect to any  Person,  as of the date of
          ------------
determination  any   indebtedness,   liability  or  obligation  of  such  Person
(including  without  limitation  obligations under capital leases and Contingent
Obligations).

     (x) Insolvency Event means,  with respect to any Person,  the occurrence of
         ----------------
any of the  following:  (a)  such  Person  shall  be  adjudicated  insolvent  or
bankrupt,  or shall  generally  fail to pay or admit in writing its inability to
pay its debts as they become  due,  (b) such Person  shall seek  dissolution  or
reorganization  or  the  appointment  of  a  re-ceiver,  trustee,  custodian  or
liquidator for it or a substantial  portion of its property,  assets or business
or to effect a plan or other  arrangement  with its  creditors,  (c) such Person
shall make a general assignment for the benefit of its credi-tors, or consent to
or acquiesce in the appointment of a re-ceiver, trustee, custodian or liquidator
for a substantial por-tion of its property,  assets or business, (d) such Person
shall file a voluntary petition under any bankruptcy, insol-vency or similar law
or take any corporate or similar act in furtherance thereof, or (e) such Person,
or a substantial  por-tion of its property,  assets or business shall become the
subject  of  an  involuntary   proceeding  or  petition  for  its  dis-solution,
reorganization,  and such  proceeding  is not  dis-missed or stayed within sixty
days, or the appointment of a receiver,  trustee,  custodian or liquidator,  and
such receiver is not dismissed within sixty days.

     (y) Inventory means all present and future goods in-tended for sale,  lease
         ---------
or  other  disposition  by  Borrower  in-cluding,  without  limitation,  all raw
materials, work in pro-cess, finished goods and other retail inventory, goods in
the possession of outside processors or other third parties,  goods consigned to
Borrower  to the extent of its  interest  therein as  consignee,  materials  and
supplies  of any  kind,  na-ture  or  description  which are or might be used in
connection with the manufacture,  packing,  shipping,  advertising,  sell-ing or
finishing  of  any  such  goods,  and  all  documents  of  ti-tle  or  documents
representing the same.

     (z) Investment  in  any  Person  means,  as of the  date  of  determination
         ----------
thereof,  any  payment  or  contribution,  or  commitment  to make a payment  or
contribution, by any Person including, without limitation,  property contributed
or  committed  to be  contributed  by  any  Person,  on its  ac-count  for or in
connection  with  its  acquisition  of  any  stock,  bonds,  notes,  debentures,
partnership or other ownership  in-terest or any other security of the Person in


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -13-
<PAGE>

whom such  Investment  is made or any evidence of  indebtedness  by rea-son of a
loan, advance, extension of credit, guaranty or other similar obligation for any
debt, liability or indebtedness of such Person in whom the Investment is made.

     (aa) Investment Property means any and all investment property of Borrower,
          -------------------
including all  securities,  whether  certificated  or  uncertificated,  security
entitlements,  securities accounts,  commodity contracts and commodity accounts,
and all financial assets held in any securities  account or otherwise,  wherever
located, and whether now existing or hereafter acquired or arising.

     (bb) Lien  means any  lien,  claim,  charge,  pledge,  secu-rity  interest,
          ----
assignment,  hypothecation,  deed of trust, mortgage,  lease,  conditional sale,
retention of title or other preferential  arrangement  having  substantially the
same eco-nomic effect as any of the foregoing,  whether  voluntary or imposed by
law.

     (cc) Loan Account has the meaning specified in Section 1.3.
          ------------

     (dd) Loan  Documents  means  this  Agreement  and all  present  and  future
          ---------------
documets and instruments delivered or to be delivered by Borrower or any of its
Affiliates  or any  Guarantor  under,  in  connection  with or  relating to this
Agreement,  or any other present or future  instrument or agreement between TBCC
and  Borrower,  as each of the same may be amended,  supplemented  or  otherwise
modi-fied from time to time.

     (ee)  Loans  means  the loans and  financial  accommoda-tions  made by TBCC
           -----
hereunder.

     (ff) Material  Adverse Effect means (i) a material  ad-verse  effect on the
          ------------------------
business, prospects,  operations,  results of operations, assets, liabilities or
condition  (financial  or  otherwise)  of  Borrower,   (ii)  the  impairment  of
Borrower's  ability to perform its obligations under the Loan Documents to which
it is a party  or of TBCC to  en-force  the  Obligations  or  realize  upon  the
Collateral or (iii) a material  adverse effect on the value of the Collateral or
the amount which TBCC would be likely to receive (after giving  consideration to
delays  in  payment  and  costs  of  en-forcement)  in  the  liquidation  of the
Collateral.

     (gg) Material  Contract means any contract or other  ar-rangement  to which
          ------------------
Borrower  is  a  party  (other  than  the  Loan  Documents)  for  which  breach,
nonperformance,  can-cellation or failure to renew could have a Material Adverse
Effect.

     (hh)  Obligations  means and  includes  all loans  (including  the  Loans),
           -----------
advances,  debts,  liabilities,  obliga-tions,  covenants  and  duties  owing by
Borrower  to TBCC of any kind or  nature,  present  or  future,  whether  or not
evidenced  by any note,  guaranty or other  in-strument,  whether or not arising
under or in  connection  with,  this  Agreement,  any other Loan Document or any
other present or future instrument or agreement,  whether or not for the payment
of money,  whether  arising  by  reason  of an  extension  of  credit,  opening,
guaran-teeing   or   confirming   of  a  letter  of  credit,   loan,   guaranty,
in-demnification or in any other manner,  whether direct or indi-rect (including
those  acquired  by  assignment,  purchase,  dis-count  or  otherwise),  whether
absolute or contingent,  due or to become due, now due or hereafter  arising and
however  ac-quired  (including  without  limitation all loans previously made by
TBCC  to  Borrower).  The  term  includes,   without  limitation,  all  interest
(including interest accruing on or after an Insolvency Event,  whether or not an
allowed claim), charges, expenses, com-mitment, facility, closing and collateral
management  fees,  letter of credit fees,  reasonable  attorneys'  fees, and any
other sum properly  chargeable to Borrower under this Agreement,  the other Loan
Documents  or  any  other present or future agreement between TBCC and Borrower.

     (ii) Other Property means all present and future: in-struments,  documents,
          --------------
documents  of  title,  securities,   bonds,  notes,  promissory  notes,  drafts,
acceptances,  letters of credit and  rights to  receive  proceeds  of letters of
credit,  deposit  accounts,  chattel paper,  certificates,  insurance  policies,
insurance proceeds, leases, computer tapes, causes of action, judgments,  claims
against  third  par-ties,  leasehold  rights in any  personal  property,  books,
ledgers,  files and records,  general intangibles (including without limitation,
all contract rights, tax refunds, rights to receive tax refunds, patents, patent
applications,  copyrights  (registered and unregistered),  royalties,  licenses,
permits,   franchise   rights,   authorizations,   customer  lists,   rights  of
in-demnification,  contribution and subrogation,  computer pro-grams,  discs and
software, trade secrets,  computer service contracts,  trademarks,  trade names,
service marks and names, logos, goodwill,  deposits,  choses in action, designs,
blueprints,  plans,  know-how,  telephone  numbers and rights thereto,  credits,
reserves,  and all forms of obligations  what-soever  now or hereafter  owing to
Borrower),  all property at any time in the  possession  or under the control of
TBCC,  and all  security  given by Borrower  to TBCC  pursuant to any other Loan
Document or agreement.

     (jj)  Permitted   Liens  means  such  of  the  following  as  to  which  no
           -----------------
enforcement,  collection,  execution,  levy or foreclosure proceeding shall have
been commenced and be  continuing:  (i) Liens for taxes,  assessments  and other
gov-ernmental charges or levies or the claims or demands of landlords, carriers,
warehousemen, mechanics, laborers, materialmen and other like Persons arising by
operation of law in the  ordinary  course of business for sums which are not yet
due and  payable,  (ii)  deposits or pledges to secure the payment of  workmen's
compensation,  unemployment  insurance  or other  social  security  benefits  or
obligations,  public or statutory  obligations,  surety or ap-peal bonds, bid or
performance  bonds,  or  other  obligations  of a like  nature  incurred  in the
ordinary  course of business  (but  nothing in this clause (ii) shall permit the
creation  of Liens  on  Receivables,  Investment  Property,  Inventory  or Other
Property),  (iii)  zoning  restrictions,  easements,  encroachments,  li-censes,


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -14-
<PAGE>

restrictions or covenants on the use of property which do not materially  impair
either the use of the  property in the  operation of the business of Borrower or
the value of the property,  (iv) rights of general  application  re-served to or
vested in any municipality or other governmen-tal, statutory or public authority
to control or regulate prop-erty,  or to use property in a manner which does not
materi-ally impair the use of the property for the purposes for which it is held
by Borrower, (v) state and municipal Liens for personal property taxes which are
not yet due and payable, and (vi) Purchase Money Liens.

     (kk) Person means any individual, sole proprietor-ship,  partnership, joint
          ------
venture, limited liability company, trust, unincorporated  orga-nization,  joint
stock  company,  association,   corporation,   in-stitution,  entity,  party  or
government (including any divi-sion,  agency or department thereof) or any other
legal en-tity,  whether acting in an individual,  fiduciary or other  ca-pacity,
and, as applicable, the successors, heirs and assigns of each.

     (ll)  Plan  means  any  employee  benefit  plan,   program  or  arrangement
           ----
maintained or  contributed  to by Borrower or with respect to which it may incur
liability.

     (mm)  Purchase  Money  Lien means a Lien on any item of  Equipment  created
           ---------------------
substantially  simultaneously  with the  acquisition  of such  Equipment for the
purpose of financing such acquisition, provided that such Lien shall attach only
to the Equipment acquired.

     (nn)  Qualification  or  Qualified  means,  with  respect  to any report of
           ----------------------------
Auditors covering Financial Statements,  a material qualification to such report
(i) resulting  from a limitation on the scope of  examination  of such Financial
Statements  or the  underlying  data,  (ii) as to the  capability of Borrower to
continue  operations  as a go-ing  concern or (iii) which could be eliminated by
changes in Financial  Statements or notes thereto  covered by such re-port (such
as by the  creation of or  increase  in a reserve or a decrease in the  carrying
value of assets) and which if so eliminated by the making of any such change and
after giv-ing effect thereto would result in a Default or an Event of Default.

     (oo)  Receivables  means all  present  and  future  accounts  and  accounts
           -----------
receivable,  together with all security therefor and guaranties  thereof and all
rights  and  remedies  relating  thereto,  including  any right of  stoppage  in
transit.

     (pp)  Requirement  of Law means (a) the Governing  Documents,  (b) any law,
           -------------------
treaty,  rule,  regulation,  order or determination  of an arbitrator,  court or
other  Governmental  Authority or (c) any  franchise,  license,  lease,  permit,
cer-tificate,  authorization,  qualification,  easement,  right of way, right or
approval binding on Borrower or any of its prop-erty.

     (qq)  Schedule   means  the  Schedule  to  this   Agreement   being  signed
           --------
concurrently by Borrower and TBCC, as amended from time to time.

     (rr) Solvent means when used with respect to any Person that as of the date
          -------
as to which such  Person's  sol-vency  is to be  measured:  (a) the fair salable
value of its  as-sets  is in  excess  of the  total  amount  of its  liabilities
(including  contingent  liabilities as valued in accordance with applicable law)
as they become  absolute and matured;  (b) it has sufficient  capital to conduct
its business; and (c) it is able to meet its debts as they mature.

     (ss) Subsidiary  means, as to any Person, a corpora-tion or other entity in
          ----------
which that Person  directly or indi-rectly  owns or controls  shares of stock or
other  ownership  interests  having ordinary voting power to elect a majority of
the board of directors or appoint other  managers of such  corporation  or other
entity.

     9.2.  Accounting  Terms  and  Determinations.  Unless oth-erwise defined or
           --------------------------------------
specified herein, all accounting terms used in this Agreement shall be construed
in  accordance with GAAP, applied on a basis consistent in all material respects
with  the  Financial  Statements delivered to TBCC on or before the date of this
Agreement.  All  accounting  deter-minations  for  purposes  of  determining
compliance  with  this  Agreement  shall  be  made in accordance with GAAP as in
ef-fect  on  the date of this Agreement and applied on a basis consistent in all
material  respects with the audited Financial Statements delivered to TBCC on or
before  the  date  of  this  Agreement.  The Financial Statements required to be
delivered  hereunder,  and  all  financial  records,  shall  be  main-tained  in
accordance with GAAP.  If GAAP shall change from the basis used in preparing the
audited  Financial  Statements  delivered  to TBCC on or before the date of this
Agreement, the Compliance Certificates required to be delivered pursuant to this
Agreement shall include calcu-lations setting forth the adjustments necessary to
demon-strate how Borrower is in compliance with the Financial Covenants (if any)
based  upon  GAAP  as  in  effect  on  the  date  of  this  Agreement.

     9.3. Other Terms; Headings; Construction.  Unless otherwise defined herein,
          ------------------------------------
terms used herein that are defined in the Uniform  Commercial Code, from time to
time in effect in the  State of  Illinois,  shall  have the  meanings  set forth
therein.  Each of the words "hereof,"  "herein," and  "hereunder"  refer to this
Agreement as a whole.  The term  "including",  when-ever used in this Agreement,
shall  mean  "including  (but  not  limited  to)".  An Event  of  Default  shall
"continue"  or be  "continuing"  unless and until such Event of Default has been
waived or cured within the grace period  specified  therefor  under Section 7.1.
References to Articles,  Sections, Annexes, Schedules, and Exhibits are internal
ref-erences  to  this  Agreement,  and  to  its  attachments,  unless  otherwise
specified.  The headings and any Table of Contents are for convenience  only and
shall not affect the meaning or construction of any provision of this Agreement.
This Agreement has been fully reviewed and negotiated between the parties and no
uncertainty  or ambiguity in any term or  provision of this  Agreement  shall be
construed  strictly  against TBCC or Borrower under any rule of  construction or
otherwise.

10.  GENERAL  PROVISIONS.
     --------------------


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -15-
<PAGE>

     10.1.  GOVERNING LAW.  THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
            -------------
AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS AND ANY DISPUTE ARISING OUT OF OR IN
CONNECTION  WITH  THIS  AGREEMENT  OR  ANY  OF THE OTHER LOAN DOCUMENTS, WHETHER
SOUNDING  IN  CONTRACT,  TORT,  EQUITY  OR  OTHERWISE,  SHALL BE GOVERNED BY THE
INTERNAL  LAWS  AND  DECISIONS  OF  THE  STATE  OF  ILLINOIS.

     10.2.  SUBMISSION TO  JURISDICTION.  ALL DISPUTES  BETWEEN THE BORROWER AND
            ---------------------------
TBCC, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED
ONLY BY STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, AND THE COURTS TO
WHICH AN APPEAL THEREFROM MAY BE TAKEN; PROVIDED,  HOWEVER, THAT TBCC SHALL HAVE
THE RIGHT,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, TO PROCEED  AGAINST THE
BORROWER OR ITS  PROPERTY IN ANY  LOCATION  REASONABLY  SELECTED BY TBCC IN GOOD
FAITH TO ENABLE  TBCC TO REALIZE ON SUCH  PROPERTY,  OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF TBCC. THE BORROWER  AGREES THAT IT WILL NOT ASSERT
ANY PERMISSIVE COUNTERCLAIMS,  SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT
BY TBCC.  THE BORROWER  WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
THE  COURT  IN  WHICH  TBCC  HAS  COMMENCED  A  PROCEEDING,  INCLUDING,  WITHOUT
LIMITATION,  ANY  OBJECTION  TO THE  LAYING  OF VENUE  OR  BASED  ON  FORUM  NON
CONVENIENS.

     10.3.  SERVICE OF PROCESS.  THE BORROWER HEREBY  IRREVOCABLY  DESIGNATES CT
            ------------------
CORPORATION  SYSTEM,  1209 ORANGE STREET,  WILMINGTON,  DELAWARE  19801,  AS THE
DESIGNEE  AND  AGENT  OF THE  BORROWER  TO  RECEIVE,  FOR AND ON  BEHALF  OF THE
BORROWER,  SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.  IT IS UNDERSTOOD THAT A COPY OF SUCH
PROCESS  SERVED ON SUCH AGENT AT ITS ADDRESS WILL BE PROMPTLY  FORWARDED BY MAIL
TO THE BORROWER,  BUT THE FAILURE OF THE BORROWER TO RECEIVE SUCH COPY SHALL NOT
AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.  NOTHING  HEREIN SHALL AFFECT THE
RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     10.4. LIMITATION OF LIABILITY. TBCC SHALL HAVE NO LIABILITY TO THE BORROWER
           -----------------------
(WHETHER  SOUNDING IN TORT,  CONTRACT,  OR OTHERWISE) FOR LOSSES SUFFERED BY THE
BORROWER  IN  CONNECTION  WITH,  ARISING  OUT OF, OR IN ANY WAY  RELATED  TO THE
TRANSACTIONS  OR  RELATIONSHIPS  CONTEMPLATED  BY THIS  AGREEMENT,  OR ANY  ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH,  UNLESS IT IS DETERMINED BY
A FINAL AND  NONAPPEALABLE  JUDGMENT OR COURT ORDER OR, IN THE CASE OF A BINDING
ARBITRATION  PROCEEDING,  IF AGREED TO BE ENTERED INTO BY THE PARTIES  HERETO IN
THE SOLE  DISCRETION  OF EACH OF THE  PARTIES,  UPON THE ISSUANCE OF A FINAL AND
NONAPPEALABLE  DECISION ARISING FROM ANY SUCH  PROCEEDING,  BINDING ON TBCC THAT
THE LOSSES WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF TBCC. THE BORROWER HEREBY WAIVES ALL FUTURE CLAIMS AGAINST
TBCC FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

     *  OR,  IN  THE  CASE  OF A BINDING ARBITRATION PROCEEDING, IF AGREED TO BE
ENTERED  INTO  BY  THE  PARTIES  HERETO  IN  THE  SOLE DISCRETION OF EACH OF THE
PARTIES,  UPON  THE  ISSUANCE OF A FINAL AND NONAPPEALABLE DECISION ARISING FROM
ANY  SUCH  PROCEEDING,

     10.5. Delays; Partial Exercise of Remedies. No delay or omission of TBCC to
           ------------------------------------
exercise any right or remedy hereunder shall impair any such right or operate as
a waiver thereof.  No single or partial  exercise by TBCC of any right or remedy
shall  preclude any other or further  exer-cise  thereof,  or preclude any other
right or remedy.

     10.6.  Notices.  Except as  otherwise  provided  herein,  all  notices  and
            -------
correspondence hereunder shall be in writing and sent by certified or registered
mail, return receipt requested,  by overnight delivery service, with all charges
prepaid,  or by telecopier  followed by a hard copy sent by regular mail, to the
parties at their addresses set forth in the heading to this Agreement.  All such
notices and  correspondence  shall be deemed  given (i) if sent by  certified or
registered  mail,  three Business Days after being  postmarked,  (ii) if sent by
overnight delivery service,  when received at the above stated addresses or when
delivery is refused and (iii) if sent by telecopier  transmission,  when receipt
of such transmission is acknowledged.  Borrower's and TBCC's telecopier  numbers
for purpose of notice  hereunder  are set forth in the  Schedule;  each  party's
number may be changed by written notice to the other party.

     10.7.  Indemnification;  Reimbursement of Expenses of Collection.  Borrower
            ---------------------------------------------------------
hereby  indemnifies  and  agrees,   whether  or  not  any  of  the  transactions
contemplated by this Agreement or the other Loan Documents are  consummated,  to
defend and hold  harmless  (on an  after-tax  basis) TBCC,  its  successors  and
assigns and their respective directors,  officers, agents, employees,  advisors,
sharehold-ers,  attorneys and Affiliates (each, an "Indemnified Party") from and
against  any  and  all  losses,  claims,  damages,  liabil-ities,  deficiencies,
obligations,   fines,  penalties,  actions  (whether  threatened  or  existing),
judgments,  suits  (whether  threatened  or  existing)  or expenses  (including,
without  limi-tation,  reasonable fees and  disbursements of counsel,  ex-perts,
consultants  and other  professionals)  incurred  by any of them  (collectively,
"Claims") (except, in the case of each Indemnified Party, to the extent that any


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                      -16-
<PAGE>

Claim  is  deter-mined  in a final  and  non-appealable  judgment  by a court of
competent  jurisdiction to have directly resulted from such Indemnified  Party's
gross negligence or willful  misconduct)  arising out of or by reason of (i) any
litigation,  investiga-tion,  claim  or  proceeding  which  arises  out of or is
related to (A)  Borrower,  or this  Agreement,  any other Loan  Document  or the
transactions  contemplated hereby or thereby,  (B) any actual or proposed use by
Borrower  of the  proceeds  of the  Loans,  or (C)  TBCC's  entering  into  this
Agreement  or any other Loan  Document  or any other  agreements  and  documents
relating hereto,  including,  with-out  limitation,  amounts paid in settlement,
court costs and the reasonable  fees and  disbursements  of counsel  incurred in
connection with any such litigation,  investigation,  claim or proceeding,  (ii)
any remedial or other action taken by Borrower in connection  with compliance by
Borrower,  or  any  of  its  properties,   with  any  federal,  state  or  local
envi-ronmental laws, rules or regulations,  and (iii) any pending, threatened or
actual  action,  claim,  proceeding  or suit by any  shareholder  or director of
Borrower or any actual or pur-ported violation of Borrower's charter, by-laws or
any other  agreement or instrument to which  Borrower is a party or by which any
of its properties is bound. In addition and with-out  limiting the generality of
the foregoing, Borrower shall, upon demand, pay to TBCC all reasonable costs and
expenses  incurred by TBCC (including the reasonable fees and  disbursements  of
counsel and other professionals) in connection with the preparation,  execution,
delivery, ad-ministration, modification and amendment of the Loan Documents, and
pay to TBCC all reasonable costs and expenses (including the reasonable fees and
disburse-ments of counsel and other  professionals)  paid or incurred by TBCC in
order to  enforce  or  defend  any of its  rights  under or in  respect  of this
Agreement,  any other Loan Document or any other  document or instrument  now or
hereafter   executed  and  delivered  in  connection   herewith,   col-lect  the
Obligations  or  otherwise  administer  this  Agreement,  foreclose or otherwise
realize upon the Collateral or any part thereof,  prosecute ac-tions against, or
defend actions by, account debtors; commence, intervene in, or defend any action
or  proceed-ing;  initiate any complaint to be relieved of the automatic stay in
bankruptcy;  file or pros-ecute any probate claim, bankruptcy claim, third-party
claim, or other claim; exam-ine,  audit, copy, and inspect any of the Collateral
or any of Borrower's books and records;  protect,  obtain  possession of, lease,
dispose of, or otherwise  enforce TBCC's secu-rity  interest in, the Collateral;
and otherwise  represent TBCC in any litigation  relat-ing to Borrower.  Without
limiting the  generality of the  foregoing,  Borrower  shall pay TBCC a fee with
respect to each wire  transfer in the amount of $15 plus all bank  charges and a
fee of $15 for all  returned  checks  plus all bank  charges.  If either TBCC or
Borrower  files any  lawsuit  against the other  predicated  on a breach of this
Agreement, the prevailing party in such action shall be enti-tled to recover its
reason-able  costs  and  attorneys'  fees,   in-cluding  (but  not  limited  to)
reasonable  attorneys' fees and costs incurred in the en-forcement of, execution
upon or de-fense of any order, de-cree,  award or judgment. If and to the extent
that the Obligations of Borrower  hereunder are  unen-forceable  for any reason,
Borrower  hereby  agrees to make the  maximum  contribution  to the  payment and
satisfaction  of the  Obligations  which is permissible  under  applicable  law.
Borrower's  obligations  under  Section 2.4 and this Section  shall  survive any
termination  of this  Agreement and the other Loan  Documents and the payment in
full of the Obligations, and are in addition to, and not in substitution of, any
of the other Obligations.

     10.8.  Amendments and Waivers. Any provision of this Agreement or any other
            ----------------------
Loan Document may be amended or waived if, but only if, such amendment or waiver
is in writ-ing  and signed by Borrower  and TBCC and then any such  amendment or
waiver shall be effective only to the ex-tent set forth therein.  The failure of
TBCC at any time or times to require Borrower to strictly comply with any of the
pro-visions of this Agreement or any other present or future  agreement  between
Borrower  and TBCC shall not waive or diminish any right of TBCC later to demand
and re-ceive strict compliance  therewith.  Any waiver of any de-fault shall not
waive or affect any other default,  whether prior or subsequent,  and whether or
not similar. None of the provisions of this Agreement or any other agreement now
or in the future  executed by Borrower and  delivered to TBCC shall be deemed to
have been waived by any act or knowledge of TBCC or its agents or employees, but
only by a specific  written  waiver signed by an authorized  officer of TBCC and
delivered to Borrower.

     10.9. Counterparts; Telecopied Signatures. This Agreement and any waiver or
           -----------------------------------
amendment  hereto may be ex-ecuted in counterparts  and by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but  both of  which  shall  together  con-stitute  one  and the  same
instrument.  This Agreement and each of the other Loan Documents and any notices
given in  connection  herewith or therewith  may be executed and  deliv-ered  by
telecopier or other facsimile transmission all with the same force and effect as
if the same was a fully executed and delivered original manual counterpart.

     10.10.  Severability.  In case any  provision in or  obligation  under this
             ------------
Agreement or any other Loan Document shall be invalid,  illegal or unenforceable
in any jurisdiction, the va-lidity, legality and enforceability of the remaining
provi-sions  or  obligations,  or of such  provision or  obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

     10.11. Joint and Several  Liability.  If Borrower consists of more than one
             ---------------------------
Person,  their liability  shall be joint and several,  and the compromise of any
claim with, or the re-lease of, any Borrower  shall not  constitute a compromise
with, or a release of, any other Borrower.

     10.12.  Maximum Rate.  Notwithstanding  anything to the contrary  contained
             ------------
elsewhere in this  Agreement or in any other Loan  Document,  the parties hereto
hereby agree that all agreements between them under this Agreement and the other
Loan Documents, whether now existing or hereafter arising and whether written or
oral, are expressly  limited so that in no contingency or event whatsoever shall


TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                       -17-
<PAGE>

the amount  paid,  or agreed to be paid,  to TBCC for the use,  forbearance,  or
detention of the money loaned to Borrower and evidenced hereby or thereby or for
the  perfor-mance or payment of any covenant or obligation  contained  herein or
therein,  exceed the maximum  non-usurious  inter-est  rate, if any, that at any
time or from time to time may be contracted  for,  taken,  reserved,  charged or
received on the  Obligations,  under the laws of the State of  Illinois  (or the
laws  of  any  other  jurisdiction  whose  laws  may be  mandatorily  applicable
notwithstanding   other   provisions  of  this  Agreement  and  the  other  Loan
Documents), or under applicable federal laws which may presently or hereafter be
in effect and which allow a higher maximum non-usurious interest rate than under
the laws of the State of  Illinois  (or such  other  jurisdiction),  in any case
after taking into ac-count,  to the extent  permitted by applicable law, any and
all  relevant  payments  or  charges  under  this  Agreement  and the other Loan
Documents  executed  in  connection  herewith,  and  any  available  exemptions,
exceptions  and  exclusions  (the  "Highest   Lawful  Rate").   If  due  to  any
circumstance what-soever, fulfillment of any provisions of this Agreement or any
of the other Loan Documents at the time  performance of such provision  shall be
due shall exceed the Highest Lawful Rate, then, automatically, the obligation to
be ful-filled shall be modified or reduced to the extent necessary to limit such
interest to the Highest  Lawful  Rate,  and if from any such  circumstance  TBCC
should ever receive  anything of value deemed  interest by applicable  law which
would exceed the Highest Lawful Rate, such excessive  in-terest shall be applied
to the  reduction  of the  principal  amount then  outstanding  hereunder  or on
account  of any other then  outstanding  Obligations  and not to the  payment of
interest,  or if such excessive  interest  exceeds the principal  unpaid balance
then  outstanding  hereunder and such other then outstanding  Obligations,  such
excess shall be refunded to Borrower. All sums paid or agreed to be paid to TBCC
for the use, forbearance, or detention of the Obligations and other indebtedness
of  Borrower  to TBCC  shall,  to the extent  permitted  by  applicable  law, be
amortized,  prorated,  allocated  and  spread  throughout  the full term of such
indebtedness, until payment in full thereof, so that the actual rate of interest
on account of all such  indebtedness  does not exceed the  Highest  Lawful  Rate
throughout  the entire term of such  indebtedness.  The terms and  provisions of
this Section shall control every other  pro-vision of this Agreement,  the other
Loan Documents and all other agreements between the parties hereto.

     10.13.  Entire  Agreement;  Successors and Assigns.  This Agreement and the
            --------------------------------------------
other Loan  Documents  constitute  the en-tire  agreement  between the  parties,
supersede any prior writ-ten and verbal agreements  between them, and shall bind
and benefit the parties and their respective  successors and per-mitted assigns.
There  are no oral  under-standings,  oral  representations  or oral  agreements
--------------------------------------------------------------------------------
between  the  par-ties  which  are not set forth in this  Agreement  or in other
--------------------------------------------------------------------------------
written   agreements   signed   by   the   parties   in   connection   herewith.
--------------------------------------------------------------------------------

     10.14. MUTUAL WAIVER OF JURY TRIAl. TBCC and Borrower each hereby waive the
            ----------------------------
right  to  trial by jury in any action or proceeding based upon, arising out of,
or  in  any  way  relating to: (i) this Agreement; or (ii)  any other present or
future  instrument or agreement between TBCC and Borrower; or (iii) any conduct,
acts  or  omissions  of  TBCC  or  Borrower or any of their directors, officers,
em-ployees,  agents,  attorneys  or  any  other  persons affiliated with TBCC or
Borrower;  in  each of the foregoing cases, whether sounding in contract or tort
or  otherwise.

Borrower:
LifeCell  Corporation

By
  ------------------------------------
Title
     ----------------------------
TBCC:

TRANSAMERICA  BUSINESS  CREDIT
CORPORATION

By
  ------------------------------------
Title
     ----------------------------
Form-10
Version:  -4




TBCC                                              LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------
                                       -18-
<PAGE>


SCHEDULE





<PAGE>
--------------------------------------------------------------------------------

TBCC


                                   Schedule to
                           Loan and Security Agreement


Borrower:      LifeCell  Corporation
Address:       One  Millenium  Way
               Branchburg,  New  Jersey  08867

Date:          December  6,  1999

This  Schedule  is  an  integral part of the Loan and Security Agreement between
TRANSAMERICA  BUSINESS  CREDIT  CORPORATION  ("TBCC")  and  the  above  borrower
("Borrower")  of  even  date  herewith.


Credit Limit (Section 1.1):

                    An amount (the  "Credit  Limit") not to exceed the lesser of
                    $6,000,000 OR the sum of (A) and (B) below:

                    (A) Revolving  Loans.  Loans (the  "Revolving  Loans") in an
                        ----------------
                    amount not to exceed the Applicable  Revolving  Sublimit (as
                    defined below); PLUS

                    (B) Term Loans.  Loans (each a "Term Loan" and  collectively
                        ----------
                    referred to as the "Term  Loans") in an amount not to exceed
                    the  Applicable  Term Sublimit (as defined below) at any one
                    time outstanding.

                    The  term   "Applicable   Revolving   Sublimit"  shall  mean
                                ----------------------------------
                    $3,000,000.

                    The  term   "Applicable   Term  Sublimit"   shall  mean  (a)
                                -----------------------------
                    $3,000,000,  if the NJEDA  Guaranty (as defined below) is in
                    effect and has not been revoked and the NJEDA  Participation
                    (as defined below) has been effected.

                    The term "NJEDA  Guaranty"  shall mean a guaranty by the New
                             -----------------
                    Jersey Economic Development  Authority ("NJEDA") in favor of
                    TBCC, in such form,  having such  provisions and relating to
                    such aggregate  amount of Borrower's  debt as are acceptable
                    to TBCC in its discretion.

                    The term "NJEDA Participation" shall mean a participation by
                             ---------------------
                    NJEDA in the Term Loans in such amounts and pursuant to such
                    documentation  and  agreements as are  acceptable to TBCC in
                    its discretion.


<PAGE>
TBCC                                SCHEDULE  TO  LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------

                    Term Loans.
                    -----------

                    Each Term Loan shall be in the minimum  amounts  established
                    by TBCC from  time to time.  Term  Loans  may be drawn  down
                    through  March 15,  2000 only.  Term Loans may not be repaid
                    and reborrowed.

                    Term Loans shall be repaid as follows: (i) interest only for
                    the  period  from the date on which any  portion of the Term
                    Loan is disbursed through May 31, 2000; and (ii) thereafter,
                    with respect to the aggregate principal amount of

                    Term  Loans  outstanding,  30  equal  amortized  consecutive
                    monthly  installments of principal and interest,  commencing
                    on  June  1,  2000  and  continuing  through  and  including
                    November 1, 2002.

                    Notwithstanding  anything herein to the contrary, any unpaid
                    principal  balance  of the  Term  Loans  and all sums due in
                    connection therewith shall be due in full on any termination
                    of this Loan Agreement for any reason.

                    At the request of TBCC,  Borrower  shall execute and deliver
                    Notes, on TBCC's standard form, evidencing the Term Loans.

2.  Interest.  (Section  2.1):

                    Revolving Loans: The interest rate in effect throughout each
                    ---------------
                    calendar  month during the term of this  Agreement  shall be
                    the highest  "Base Rate" in effect  during such month,  plus
                    3.00% per annum,  provided  that the interest rate in effect
                    in each month  shall not be less than  9.00% per annum,  and
                    provided  that the  interest  charged  for each  month  with
                    respect  to  Revolving  Loans  shall be a minimum of $5,000,
                    regardless  of the  amount of the  Obligations  outstanding.
                    Interest  shall be calculated on the basis of a 360-day year
                    for the actual  number of days  elapsed.  "Base  Rate" shall
                    mean the higher of (a) the highest prime, base or equivalent
                    rate of interest  announced  from time to time by  Citibank,
                    N.A.,  First  National  Bank of Chicago  and Bank of America
                    National Trust and Savings Association (which may not be the
                    lowest  rate of  interest  charged by such bank) and (b) the
                    published annualized rate for 90-day dealer commercial paper
                    which  appears  in the  "Money  Rates"  section  of The Wall
                    Street Journal.


                                       -2-
<PAGE>
TBCC                                SCHEDULE  TO  LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------

                    Term Loans:  The Term Loans shall bear  interest at the rate
                    ----------
                    of 13.23% per annum; provided that TBCC shall have the right
                    to increase said interest rate applicable to a Term Loan, as
                    of the  date any Term  Loan is made,  proportionally  to any
                    increase  in the  weekly  average of the  interest  rates of
                    three-year  U.S.  Treasury  Securities  (as published in the
                    Wall St.  Journal)  from the week ending  October 1, 1999 to
                    the week  preceding  the date of  disbursement  of such Term
                    Loan.

3. Fees:            Loan  Fee  (Section  2.2):  $60,000,   payable  concurrently
                    herewith. TBCC agrees that any amounts outstanding after the
                    application of the application fee that the Borrower paid to
                    the costs and  expenses  hereunder  shall be  applied to the
                    foregoing loan fee.

                    Termination Fee (Section 1.6(b)):  An amount equal to $4,000
                    multiplied  by each  month  (or  portion  thereof)  from the
                    effective date of termination to the Revolving Loan Maturity
                    Date, which  Termination Fee shall be payable on the date of
                    termination,  provided  that the  amount  thereof  shall not
                    exceed $24,000.

4.  REVOLVING  LOAN  Maturity  Date  (Section  1.6):

                    December  30,  2000  (the  "Maturity   Date"),   subject  to
                    automatic  renewal  and early  termination  as  provided  in
                    Section 1.6 above.

5.  Reporting  (Section  5.10):  Borrower  shall provide TBCC with the following

                    reports:

                    (a)  Quarterly  Financial  Statements.  Quarterly  unaudited
                         --------------------------------
                    financial statements, as soon as available, and in any event
                    within  45 days  after  the end of each  fiscal  quarter  of
                    Borrower and copies of all  statements,  reports and notices
                    sent or made available generally by Borrower to its security
                    holders  and  all  reports  on  Form  10-Q  filed  with  the
                    Securities and Exchange Commission.

                    (b) Annual Financial Statements.  As soon as available,  but
                        ---------------------------
                    not  later  than 90  days  after  the end of the  Borrower's
                    fiscal year,  copies of all statements,  reports and notices
                    sent or made available generally by Borrower to its security
                    holders  and  all  reports  on  Form  10-K  filed  with  the
                    Securities and Exchange Commission.

6.  Borrower  Information:

                    (a) Prior Names of Borrower (Section 4.11): None

                    (b) Prior Trade Names of Borrower (Section 4.11): None

                    (c) Existing Trade Names of Borrower (Section 4.11): None

                    (d) Other  Places of Business and  Locations  of  Collateral
                    (Section 4.2): None


                                       -3-
<PAGE>
TBCC                                SCHEDULE  TO  LOAN  AND  SECURITY  AGREEMENT
--------------------------------------------------------------------------------

7.  FACSIMILE  NUMBERS:

                    Borrower: To be provided under separate letter

                    TBCC: 860-677-6466

8.  CLOSING  DEADLINE  (Section  1.8):  December  15,  1999

9.  ADDITIONAL  PROVISIONS:

                    (a) Guaranty;  Participation.  Borrower  shall  concurrently
                        ------------------------
                    herewith  cause NJEDA to deliver to TBCC the NJEDA  Guaranty
                    and the NJEDA Participation.

                    (b) Warrants. The Borrower shall concurrently herewith issue
                        --------
                    to TBCC  or its  designee  five-year  warrants  to  purchase
                    84,211 shares of common stock of the Borrower, at an initial
                    exercise price of $4.75 per share,  on TBCC's  standard form
                    of  warrant,  together  with  anti-dilution  protection  and
                    registration   rights   relating   thereto   all   as   more
                    specifically set forth in such warrant agreement.

Borrower:

LifeCell  Corporation
                                       TBCC:

                                       ANSAMERICA  BUSINESS  CREDIT  CORPORATION

By                                     By
  -------------------------------      --------------------------------
 President  or  Vice  President        Title
                                       --------------------------------




Form-10
Version:  -4


                                       -4-
<PAGE>



REVOLVING  NOTE






<PAGE>
--------------------------------------------------------------------------------

                              REVOLVING CREDIT NOTE

$3,000,000                     Chicago,  Illinois             December  6,  1999

     FOR VALUE RECEIVED, LifeCell Corporation, a Delaware corporation having its
chief  executive  office  and  principal place of business at One Millenium Way,
Branchburg,  New  Jersey  08867  (the  "Borrower"),  hereby  unconditionally and
absolutely  promises  to  pay  to  the  order  of  TRANSAMERICA  BUSINESS CREDIT
CORPORATION,  a  Delaware  corporation ("TBCC"), on the Maturity Date, at TBCC's
office  at  9399  West  Higgins Road, Suite 600, Rosemont, Illinois 60018, or at
such  other location as TBCC may from time to time designate, in lawful money of
the  United  States of America and in immediately available funds, the principal
amount  equal  to  $3,000,000 or such greater or lesser amount as represents the
aggregate  unpaid  principal  amount  of  all Loans made by TBCC to the Borrower
under  the  revolving  credit  facility  made available pursuant to the Loan and
Security  Agreement  between TBCC and Borrower dated December 6, 1999 (the "Loan
Agreement").  The  Borrower  further  promises to pay interest in like money and
funds  at  TBCC's  office specified above (or at such other location as TBCC may
from  time to time designate) on the unpaid principal amount hereof from time to
time  outstanding  from  and  including the date hereof until paid in full (both
before  and  after judgment) at the rates and on the dates set forth in the Loan
Agreement.  All capitalized terms used herein which are not defined herein shall
have  the  meanings  ascribed  to  such  terms  in  the  Loan  Agreement.

     The holder of this Note is authorized to record the date and amount of each
Loan  evidenced  by this Note, the date and amount of each payment or prepayment
of  principal  hereof  and  the interest rate with respect thereto on a schedule
attached  hereto, or on a continuation of such schedule attached hereto and made
a  part  hereof,  and  any such notation shall be conclusive and binding for all
purposes  absent  manifest error; provided, however, that the failure of TBCC to
                                  --------  -------
make any such recordation or endorsement shall not affect the obligations of the
Borrower  hereunder  or  under  the  Loan  Agreement.

     Whenever  any payment to be made  hereunder  shall be stated to be due on a
day that is not a Business  Day, the payment may be made on the next  succeeding
Business Day and such extension of time shall be included in the  computation of
the amount of interest due hereunder.

     This Note is entitled to the  benefit of all terms and  conditions  of, and
the security of all security  interests,  liens,  mortgages,  deeds of trust and
rights granted pursuant to, the Loan Agreement and the other Loan Documents, and
is subject to optional and mandatory prepayment as provided therein.

     Upon the occurrence of any one or more Events of Default,  all amounts then
remaining unpaid on this Note may be declared to be or may automatically  become
immediately due and payable as provided in the Loan Agreement.

     The Borrower acknowledges that the holder of this Note may assign, transfer
or sell all or a portion of its rights and  interests  to and under this Note to
one or more  Persons as provided  in the Loan  Agreement  and that such  Persons
shall  thereupon  become  vested with all of the rights and  benefits of TBCC in
respect  hereof as to all or that  portion  of this Note  which is so  assigned,
transferred or sold.

     In the event of any  conflict  between  the terms  hereof and the terms and
provisions of the Loan Agreement, the terms and provisions of the Loan Agreement
shall control.

     The Borrower and all other parties that at any time may be liable  hereupon
in any capacity,  jointly or severally,  waive presentment,  demand for payment,
protest  and notice of dishonor of this Note and  authorize  the holder  hereof,
without notice, to increase or decrease the rate of interest on any amount owing


                                        2
<PAGE>
TBCC                                                     REVOLVING  CREDIT  NOTE
--------------------------------------------------------------------------------

under this Note in  accordance  with the Loan  Agreement.  The Borrower  further
waives  promptness,  diligence,  notice of acceptance  and any other notice with
respect to any of the  Obligations  and any  requirement  that TBCC  exhaust any
rights or take any  action  against  any other  Person  or any  collateral.  The
Borrower  further hereby waives notice of or proof of reliance by TBCC upon this
Note, and the  Obligations  shall  conclusively  be deemed to have been created,
contracted, incurred, renewed, extended, amended or waived in reliance upon this
Note.  The  Borrower  shall  make all  payments  hereunder  and  under  the Loan
Agreement without defense, offset or counterclaim. No failure to exercise and no
delay in exercising any rights  hereunder on the part of the holder hereof shall
operate as a waiver of such  rights.  This Note may not be changed  orally,  but
only by an agreement in writing, which is signed by the party or parties against
whom enforcement of any waiver, change, modification or discharge is sought.

     THE VALIDITY,  INTERPRETATION  AND  ENFORCEMENT  OF THIS NOTE AND THE OTHER
LOAN DOCUMENTS AND ANY DISPUTE  ARISING OUT OF OR IN CONNECTION  WITH THIS NOTE,
WHETHER SOUNDING IN CONTRACT,  TORT,  EQUITY OR OTHERWISE,  SHALL BE GOVERNED BY
THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW  PROVISIONS) AND DECISIONS
OF THE STATE OF ILLINOIS.

     ALL DISPUTES  ARISING UNDER OR IN  CONNECTION  WITH THIS NOTE AND ANY OTHER
LOAN DOCUMENT BETWEEN THE BORROWER AND TBCC, WHETHER SOUNDING IN CONTRACT, TORT,
EQUITY OR OTHERWISE,  SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED
IN CHICAGO,  ILLINOIS, AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN;
PROVIDED,  HOWEVER,  THAT TBCC SHALL HAVE THE RIGHT, TO THE EXTENT  PERMITTED BY
APPLICABLE  LAW, TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN ANY LOCATION
REASONABLY  SELECTED  BY TBCC IN GOOD  FAITH TO ENABLE  TBCC TO  REALIZE ON SUCH
PROPERTY,  OR TO ENFORCE A JUDGMENT OR OTHER  COURT ORDER IN FAVOR OF TBCC.  THE
BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR
CROSS-CLAIMS  IN ANY  PROCEEDING  BROUGHT  BY  TBCC.  THE  BORROWER  WAIVES  ANY
OBJECTION  THAT THE BORROWER MAY HAVE TO THE LOCATION OF THE COURT IN WHICH TBCC
HAS COMMENCED A PROCEEDING,  INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

     THE BORROWER  HEREBY  IRREVOCABLY  DESIGNATES CT CORPORATION  SYSTEM,  1209
ORANGE  STREET,  WILMINGTON,  DELAWARE  19801 AS THE  DESIGNEE  AND AGENT OF THE
BORROWER TO RECEIVE, FOR AND ON BEHALF OF THE BORROWER SERVICE OF PROCESS IN ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT.
IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS
WILL BE  PROMPTLY  FORWARDED  BY MAIL TO THE  BORROWER,  BUT THE  FAILURE OF THE
BORROWER  TO RECEIVE  SUCH COPY SHALL NOT AFFECT IN ANY WAY THE  SERVICE OF SUCH
PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF TBCC TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.

     THE  BORROWER  AND,  BY  ITS  ACCEPTANCE HEREOF, TBCC EACH hereby waive the
RIGHT  TO  TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR  IN  ANY WAY RELATING TO: (I) THIS NOTE; OR (II)  ANY OTHER PRESENT OR FUTURE


<PAGE>
TBCC                                                     REVOLVING  CREDIT  NOTE
--------------------------------------------------------------------------------

INSTRUMENT OR AGREEMENT BETWEEN TBCC AND BORROWER; OR (III) ANY CONDUCT, ACTS OR
OMISSIONS  OF  TBCC OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EM-PLOYEES,
AGENTS,  ATTORNEYS  OR  ANY  OTHER  PERSONS AFFILIATED WITH TBCC OR BORROWER; IN
EACH  OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

                                         LifeCell  Corporation


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


                                        3
<PAGE>
                                    SCHEDULE
                            TO REVOLVING CREDIT NOTE
                             DATED December 6, 1999
                            OF LifeCell Corporation TO
                    TRANSAMERICA BUSINESS CREDIT CORPORATION

<TABLE>
<CAPTION>
Date  Amount of Loan  Interest Rate  Amount of Principal Paid  Unpaid Principal Balance  Notation Made by
----  --------------  -------------  ------------------------  ------------------------  ----------------
<S>   <C>             <C>            <C>                       <C>                       <C>
</TABLE>


                                        4
<PAGE>


TERM  NOTE









                                        5
<PAGE>


RESOLUTION


<PAGE>
--------------------------------------------------------------------------------

                         CORPORATE RESOLUTION TO BORROW


     RESOLVED,  that  this  corporation,  LIFECELL  CORPORATION,  a  Delaware
corporation, borrow from TRANSAMERICA BUSINESS CREDIT CORPORATION ("TBCC"), from
time  to  time,  such  sum  or sums of money as, in the judgment of the officers
hereinafter  authorized,  this  corporation  may  require.

     RESOLVED  FURTHER,  that  any  officer  of  this  corporation  (hereinafter
"authorized  officers")  be,  and  they  hereby  are  authorized,  directed  and
empowered,  in the name of this corporation, to execute and deliver to TBCC, and
TBCC  is  requested  to accept, the loan agreements, security agreements, notes,
financing  statements,  and  other  documents  and instruments evidencing and/or
securing  the indebtedness of this corporation for the monies so borrowed, or to
be  borrowed, with interest thereon, and said authorized officers are authorized
from time to time to execute renewals, extensions and/or amendments of said loan
agreements,  security  agreements,  and  other  documents  and  instruments.

     RESOLVED  FURTHER,  that said  authorized  officers  be and they are hereby
authorized,  directed  and  empowered,  as  security  for any notes or any other
indebtedness  of this  corporation  to TBCC,  whether  arising  pursuant to this
resolution  or otherwise,  to grant,  transfer,  pledge,  mortgage,  assign,  or
otherwise hypothecate to TBCC, or deed in trust for its benefit, any property of
any and every kind,  belonging to this corporation,  including,  but not limited
to,  any  and  all  real  property,  accounts,  inventory,   equipment,  general
intangibles,  instruments,  documents,  chattel  paper,  notes,  money,  deposit
accounts, furniture,  fixtures, goods and all other property, of every kind, and
to execute and deliver to TBCC any and all grants,  transfers,  trust  receipts,
loan or  credit  agreements,  pledge  agreements,  mortgages,  deeds  of  trust,
financing  statements,  security agreements and other hypothecation  agreements,
which said instruments and the note or notes and other  instruments  referred to
in the preceding paragraph may contain such provisions,  covenants, recitals and
agreements as TBCC may require and said authorized officers may approve, and the
execution  thereof by said authorized  officers shall be conclusive  evidence of
such approval.

     RESOLVED FURTHER,  that any and all acts of the authorized officers of this
corporation  done or made  heretofore in connection  with the borrowing of money
from TBCC,  including,  but not limited  to: the  execution  of all  instruments
evidencing  the  indebtedness  of this  corporation  for monies so borrowed  and
renewals or  extensions  thereof,  and the grant,  transfer,  pledge,  mortgage,
assignment,  or any  other  hypothecation,  or deed  in  trust  of any  property
belonging  to  this  corporation  as  security  for  the  indebtedness  of  this
corporation,  to TBCC and the  delivery of all  instruments  related  thereto to
TBCC, are hereby ratified, approved and confirmed.

     RESOLVED  FURTHER,  that any bank, banker or trust company be and it hereby
is,  authorized  and  requested  to  receive  for  deposit to the credit of TBCC
without  further  inquiry,  all  checks,  drafts and other  instruments  for the
payment of money payable to this  corporation or its order,  and that said bank,
banker, or trust company shall be under no liability to this corporation for the
disposition  which TBCC may or shall make of said  instruments  or the  proceeds
thereof,  and  that  any  officer  or agent  of TBCC is  hereby  authorized  and
empowered to endorse the name of this corporation to any and all checks, drafts,
and other instruments payable to this corporation or its order.


<PAGE>
Warrants
--------

     RESOLVED  FURTHER,  that,  in  connection  with  the  foregoing loans, this
corporation  shall  issue  to  TBCC  Funding Trust II, a Delaware business trust
five-year  warrants  to  purchase  84,211  shares  of  common  stock  of  this
corporation,  at $4.75 per share, on the terms and provisions of TBCC's standard
form  Warrant  to  Purchase  Stock  and  related  documents  (including  without
limitation  registration  rights  agreements and anti-dilution agreements), with
such  changes  therein  as TBCC and this corporation shall agree; any officer of
this  corporation  is  hereby  authorized to execute and deliver such Warrant to
Purchase Stock and related documents, and all documents and instruments relating
thereto,  in  such  form  and  containing  such  additional  provisions  as said
authorized  officers  may  approve, and the execution thereof by said authorized
officers  shall  be  conclusive  evidence  of  such  approval.

     RESOLVED FURTHER, that TBCC is authorized to act upon this resolution until
written  notice  of  its  revocation  is delivered to, and actually received by,
TBCC,  and  that  the  authority hereby granted shall apply with equal force and
effect  to  the  successors  in  office  of  the  officers  herein  named.

     I, Secretary of LIFECELL CORPORATION, a corporation, incorporated under and
by virtue  of the laws of the State of  Delaware,  do  hereby  certify  that the
foregoing is a full,  true and correct copy of  resolutions  duly and  regularly
adopted by the Board of Directors of said corporation as required by law, and by
the by-laws of said corporation.

     I further certify that said  resolutions are still in full force and effect
and have not been in any way modified, repealed,  rescinded, amended or revoked,
and that the following are the names and specimen signatures of the officers and
agents of said corporation:



Name                             Office                     Signature


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


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


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


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



     IN  WITNESS  WHEREOF,  I  have  hereunto  set my hand as such Secretary and
affixed  the  corporate  seal  of  said  corporation  on  December  6,  1999.





                                  --------------------------------
                                  Secretary  of  Said  Corporation

13,746


                                        2
<PAGE>


OPINION





<PAGE>
--------------------------------------------------------------------------------

                               [FORM OF TERM NOTE]
                               -------------------

                                 PROMISSORY NOTE
                                 ---------------
$                                                         Date:
----------------                                               -----------------


     FOR  VALUE  RECEIVED,  the  undersigned  promises  to  pay  to the order of
Transamerica  Business  Credit  Corporation  or its assigns (the "Payee") at its
office  located  at  Riverway  II,  West  Office  Tower, 9399 West Higgins Road,
Rosemont,  Illinois  60018,  or  at  such other place as the Payee or the holder
hereof  may designate in writing, the principal amount of $ ___________ received
by  the  undersigned, plus interest, in lawful money of the United States and in
immediately  available  funds.

     This  Note  is  executed  and  delivered  pursuant to the Loan and Security
Agreement between TBCC and Borrower dated DECEMBER 6, 1999 (as amended from time
to  time,  the  "Loan Agreement").  This Note shall be payable commencing with a
first  installment  of  $_____________ per  month  payable  on  MAY  1, 2000 and
continuing  on  the same day of each succeeding month until DECEMBER 1, 2002, on
which  date  the  entire unpaid principal balance of this Note, plus all accrued
interest  shall  be  due  and payable; provided that the entire unpaid principal
balance  of this Note, plus all accrued interest shall be due and payable on the
date  the  Loan  Agreement  terminates  by  its terms or is terminated by either
party.  The Borrower further promises to pay interest in like money and funds at
TBCC's  office  specified above (or at such other location as TBCC may from time
to  time  designate)  on  the  unpaid  principal amount hereof from time to time
outstanding  from  and including the date hereof until paid in full (both before
and  after  judgment)  at  the  rates  and  on  the  dates set forth in the Loan
Agreement.  All capitalized terms used herein which are not defined herein shall
the  meanings  ascribed  to  such  terms  in  the  Loan  Agreement.

     This  Note  is  one  of  the  Notes regarding Term Loans referred to in the
Schedule  the  Loan  and  Security  Agreement  dated  as of December 6, 1999 (as
amended,  supplemented or otherwise modified from time to time, the "Agreement")
between  the  undersigned  and  the  Payee  and  is  subject and entitled to all
provisions  and benefits thereof.  Capitalized terms used but not defined herein
shall  have  the  meanings  set  forth  in  the  Agreement.

     If  any installment of this Note is not paid within five days after its due
date, the undersigned agrees to pay on demand, in addition to the amount of such
installment,  an  amount equal to 5% of such installment, but only to the extent
permitted  by  Applicable  Law.

     The  undersigned  shall have the right to prepay this Note in the aggregate
principal  amount  outstanding  hereunder  together  with all accrued and unpaid
interest  thereon,  fees and all other amounts payable relating thereto plus the
following (the "Prepayment Special Amount"):  (1) if any such prepayment is made
during  the  first year after the date hereof, the undersigned shall also pay an
amount equal to 3% of the principal amount outstanding hereunder; and (2) if any
such  prepayment  is  made  during  the  second  year after the date hereof, the
undersigned  shall  also  pay  an  amount  equal  to  2% of the principal amount
outstanding  hereunder.  No  Prepayment  Special  Amount  is applicable with the
period  beginning  as  of  the  date of the second anniversary hereof and after.
Further, and notwithstanding the foregoing, if the Warrant Special Condition (as
defined  below)  occurs  at  the time of any such prepayment, then no Prepayment


<PAGE>
Special  Amount is applicable regardless of the date of any such prepayment.  As
used  herein  the term "Warrant" shall mean the Stock Subscription Warrant dated
December  6, 1999 executed by the undersigned in favor of TBCC Funding Trust II,
as  amended  or  otherwise modified from time to time.  If the per share current
market  price  of  the  common  stock  of  the undersigned as of the date of the
prepayment  is  greater  than  two  times  the  Warrant Price (as defined in the
Warrant),  then  such  an  occurrence  shall  constitute  the  "Warrant  Special
Condition".

     Upon  the maturity of this Note or the acceleration of the maturity of this
Note  in accordance with the terms of the Agreement, the entire unpaid principal
amount  on this Note, together with all interest, fees and other amounts payable
hereon  or  in  connection herewith (including without limitation the Prepayment
Special Amount referred to in the preceding paragraph), shall be immediately due
and  payable without further notice or demand, with interest on all such amounts
at  a  rate  not  to  exceed the lawful limit, from the date of such maturity or
acceleration,  as  the  case  may  be,  until  all  such amounts have been paid.

     If  any payment on this Note becomes payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day.

     The  undersigned  hereby waives diligence, demand, presentment, protest and
notice  of  any kind, and assents to extensions of the time of payment, release,
surrender  or  substitution  of  security,  or  forbearance or other indulgence,
without  notice.  The  undersigned  agrees  to  pay  all amounts under this Note
without  offset,  deduction,  claim, counterclaim, defense or recoupment, all of
which  are  hereby  waived.

     The  Payee,  the  undersigned  and  any other parties to the Loan Documents
intend  to  contract in strict compliance with applicable usury law from time to
time  in  effect.  In  furtherance thereof such Persons stipulate and agree that
none  of  the terms and provisions contained in the Loan Documents shall ever be
construed  to create a contract to pay, for the use, forbearance or detention of
money,  interest  in  excess  of  the maximum amount of interest permitted to be
charged  by Applicable Law from time to time in effect.  Neither the undersigned
nor  any  present  or  future  guarantors, endorsers, or other Persons hereafter
becoming  liable for payment of any Obligation shall ever be liable for unearned
interest  thereon or shall ever be required to pay interest thereon in excess of
the  maximum  amount that may be lawfully charged under Applicable Law from time
to  time  in effect, and the provisions of this paragraph shall control over all
other  provisions  of  the  Loan  Documents which may be in conflict or apparent
conflict  herewith.  The  Payee  expressly  disavows  any intention to charge or
collect excessive unearned interest or finance charges in the event the maturity
of  any  Obligation  is  accelerated.  If  (a) the maturity of any Obligation is
accelerated  for  any  reason, (b) any Obligation is prepaid and as a result any
amounts  held to constitute interest are determined to be in excess of the legal
maximum,  or  (c) the Payee or any other holder of any or all of the Obligations
shall  otherwise  collect  amounts  which  are determined to constitute interest
which  would otherwise increase the interest on any or all of the Obligations to
an  amount  in  excess of that permitted to be charged by Applicable Law then in
effect,  then all sums determined to constitute interest in excess of such legal
limit shall, without penalty, be promptly applied to reduce the then outstanding
principal of the related Obligations or, at the Payee's or such holder's option,
promptly  returned  to  the undersigned upon such determination.  In determining
whether  or  not  the interest paid or payable, under any specific circumstance,
exceeds  the  maximum  amount  permitted under Applicable Law, the Payee and the
undersigned  (and  any  other  payors  thereof)  shall  to  the  greatest extent
permitted under Applicable Law, (i) characterize any non-principal payment as an
expense,  fee  or  premium  rather  than  as  interest,  (ii)  exclude voluntary
prepayments  and the effects thereof, and (iii) amortize, prorate, allocate, and
spread the total amount of interest through the entire contemplated term of this
Note  in accordance with the amount outstanding from time to time thereunder and
the  maximum legal rate of interest from time to time in effect under Applicable
Law  in  order to lawfully charge the maximum amount of interest permitted under
Applicable  Law. As used herein, "Applicable Law" means the laws of the State of
Illinois  (or  any  other  jurisdiction  whose  laws  are mandatorily applicable
notwithstanding  the  parties' choice of Illinois law) or the laws of the United
States  of  America, whichever laws allow the greater interest, as such laws now
exist  or  may  be  changed  or  amended  or  come  into  effect  in the future.

     This Note may not be changed, modified or terminated orally, but only by an
agreement  in  writing  signed  by  the  undersigned and the Payee or any holder
hereof.

     The undersigned shall, upon demand, pay to the Payee all costs and expenses
incurred by the Payee (including the fees and disbursements of counsel and other
professionals)  in  connection  with  the preparation, execution and delivery of
this  Note  and  all  other  Loan  Documents,  and  in  connection  with  the
administration, modification and amendment of the Loan Documents, and pay to the
Payee  all  costs  and expenses (including the fees and disbursements of counsel
and  other  professionals)  paid  or  incurred  by the Payee in (A) enforcing or
defending  its  rights under or in respect of this Note or any of the other Loan
Documents, (B) collecting any of the liabilities by the undersigned to the Payee
or  otherwise  administering  the  Loan  Documents, (C) foreclosing or otherwise
collecting  upon any collateral and (D) obtaining any legal, accounting or other
advice  in  connection  with  any  of  the  foregoing.

     This  Note  shall  be  binding  upon  the  successors  and  assigns  of the
undersigned  and inure to the benefit of the Payee and its successors, endorsees
and  assigns.  If  any  term  or  provision  of this Note shall be held invalid,
illegal  or unenforceable, the validity of all other terms and provisions hereof
shall  in  no  way  be  affected  thereby.


<PAGE>
     EACH  OF  THE  UNDERSIGNED  AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE  LAW)  ANY  RIGHT  IT  MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING UNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE
TRIED  BEFORE  A  JUDGE  SITTING  WITHOUT  A  JURY.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE  STATE  OF ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

                              LifeCell  Corporation.



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

Form17


<PAGE>
--------------------------------------------------------------------------------


TBCC shall have the right to terminate the Streamlined Provisions, upon ___ days
prior  written  notice  to  Borrower.  In  addition,  the


<PAGE>
TBCC

                         STREAMLINED FACILITY AGREEMENT

                                December 6, 1999

LifeCell  Corporation
One  Millenium  Way
Branchburg,  New  Jersey  08867

Ladies  and  Gentlemen:

     This  Streamlined  Facility  Agreement  (this  "Agreement") is entered into
between  Transamerica  Business  Credit  Corporation  ("TBCC"),  and  LifeCell
Corporation  ("Borrower"),  in  connection  with the Loan and Security Agreement
between  TBCC and Borrower dated December 6, 1999 (the "Loan Agreement").  (This
Agreement,  the  Loan  Agreement, and all other written documents and agreements
between  TBCC  and  Borrower  are  referred  to herein collectively as the "Loan
Documents".  Capitalized  terms  used  but  not defined in this Agreement, shall
have  the  meanings  set  forth  in  the  Loan  Agreement.)
     This  will  confirm  our  agreement  that  the  following  provisions  (the
"Streamlined  Provisions")  shall  apply,  effective  on  the date hereof, until
terminated  as  provided  below:

     1. [Reserved]

     2.  Delivery of the proceeds of  Receivables  within one Business Day after
receipt,  as  called  for by  Section  1.4 of the  Loan  Agreement,  will not be
required.

     3. TBCC will also not require any Depository  Account  Agreement or Blocked
Account  Agreement,  as called  for by  Section  1.8 of the Loan  Agreement.  In
addition,  Borrower will not be required to provide TBCC with copies of invoices
to customers or shipping and delivery receipts,  as called for by Section 3.3(a)
of the Loan Agreement, or to report customer credits,  returns and recoveries of
merchandise as called for by Section 3.3(b) of the Loan Agreement.

     The  Streamlined  Provisions  shall immediately terminate if any Default or
Event  of  Default  occurs  and  is  continuing.  Upon  any  termination  of the
Streamlined  Provisions,  without  limiting  TBCC's  other  rights and remedies,
Borrower  shall, then and thereafter, provide TBCC with such other or additional
reporting  of Receivables as TBCC shall request under Section 3.3(a) of the Loan
Agreement,  comply in all respects with Section 3.3(b), and deliver all proceeds
of  Receivables to TBCC, within one Business Day after receipt, as called for by
Section  1.4  of  the Loan Agreement.  Additionally, Borrower and its bank shall
execute  and deliver a Blocked Account Agreement or Depository Account Agreement
(as  TBCC  shall  designate),  in  form  and  substance  satisfactory  to  TBCC.


<PAGE>
Please  confirm  your agreement to the foregoing by signing the enclosed copy of
this  Agreement  and  returning  it  to  us.
                         Sincerely  yours,
                         Transamerica  Business  Credit  Corporation


By                              By
  -------------------------       -------------------------


Title                          Title
  -------------------------       -------------------------


Acknowledged  and  Agreed.

LifeCell  Corporation


By                              By
  -------------------------       -------------------------


Title                          Title
  -------------------------       -------------------------


<PAGE>
                     SECURITY AGREEMENT IN COPYRIGHTED WORKS

     This  Security Agreement In Copyrighted Works (this "Agreement") is made at
Chicago,  Illinois  as  of  December  6,  1999, is entered into between LifeCell
Corporation,  a Delaware corporation ("Grantor"), which has a mailing address at
One  Millenium  Way,  Branchburg,  New  Jersey  08867, and TRANSAMERICA BUSINESS
CREDIT CORPORATION, a Delaware corporation, ("TBCC") having its principal office
at  9399  West  Higgins  Road, Suite 600, Rosemont, Illinois 60018 and having an
office  at  15260  Ventura  Blvd.,  Suite 1240, Sherman Oaks, California  91403.

                                    RECITALS

     A.     TBCC  is  providing  financing  to  Grantor pursuant to the Loan and
Security  Agreement  of  even date herewith between TBCC and Grantor (as amended
from  time  to  time,  the  "Loan  Agreement").  Pursuant to the Loan Agreement,
Grantor  has granted to TBCC a security interest in all of Grantor's present and
future  assets, including without limitation all of Grantor's present and future
general  intangibles,  and  including  without  limitation  the "Copyrights" (as
defined  below),  to  secure  all  of  its  present  and  future  indebtedness,
liabilities,  guaranties  and  other  obligations  to  TBCC.

     B.     To  supplement TBCC's rights in the Copyrights, Grantor is executing
and  delivering  this  Agreement.

     NOW, THEREFORE, for valuable  consideration,  Grantor  agrees  as  follows:

     1.     Assignment.  To  secure  the  complete  and  timely  payment  and
performance of all "Obligations" (as defined in the Loan Agreement), and without
limiting any other security interest Grantor has granted to TBCC, Grantor hereby
hypothecates  to  TBCC  and  grants,  assigns,  and  conveys  to TBCC a security
interest  in  Grantor's  entire  right, title, and interest in and to all of the
following,  now  owned  and hereafter acquired (collectively, the "Collateral"):

     (a)     Registered Copyrights and Applications for Copyright Registrations.
All  of  Grantor's  present  and  future United States registered copyrights and
copyright  registrations,  including,  without  limitation,  the  registered
copyrights  listed  in  Schedule  A  to this Agreement (and including all of the
exclusive  rights  afforded a copyright registrant in the United States under 17
U.S.C.  106  and  any  exclusive  rights which may in the future arise by act of
Congress  or otherwise) and all of Grantor's present and future applications for
copyright  registrations  (including applications for copyright registrations of
derivative  works and compilations) (collectively, the "Registered Copyrights"),
and  any  and  all  royalties, payments, and other amounts payable to Grantor in
connection  with  the  Registered  Copyrights,  together  with  all renewals and
extensions  of  the  Registered  Copyrights,  the right to recover for all past,
present, and future infringements of the Registered Copyrights, and all computer
programs,  computer  databases,  computer  program  flow diagrams, source codes,
object codes and all tangible property embodying or incorporating the Registered
Copyrights, and all other rights of every kind whatsoever accruing thereunder or
pertaining  thereto.

          (b)  Unregistered  Copyrights.  All of  Grantor's  present  and future
copyrights  which are not registered in the United States  Copyright Office (the
"Unregistered Copyrights"), whether now owned or hereafter acquired, including


<PAGE>
without  limitation  the  Unregistered  Copyrights  listed in Schedule B to this
Agreement,  and  any  and  all royalties, payments, and other amounts payable to
Grantor  in  connection  with  the  Unregistered  Copyrights,  together with all
renewals and extensions of the Unregistered Copyrights, the right to recover for
all  past, present, and future infringements of the Unregistered Copyrights, and
all  computer  programs,  computer  databases,  computer  program flow diagrams,
source  codes, object codes and all tangible property embodying or incorporating
the  Unregistered  Copyrights,  and  all  other  rights of every kind whatsoever
accruing  thereunder  or  pertaining thereto.  The Registered Copyrights and the
Unregistered Copyrights collectively are referred to herein as the "Copyrights."

          (c) Licenses. All of Grantor's right, title and interest in and to any
and all present and future license  agreements  with respect to the  Copyrights,
including without limitation the license agreements listed in Schedule C to this
Agreement (the "Licenses").

          (d) Accounts  Receivable.  All present and future  accounts,  accounts
receivable  and other rights to payment  arising  from,  in  connection  with or
relating to the Copyrights.

          (e) Proceeds.  All cash and  non-cash  proceeds of any and all of the
foregoing.

     2.   Representations. Grantor represents and warrants that:

          (a) Each of the  Copyrights  is valid and  enforceable  (except to the
extent that the Unregistered Copyrights must be registered to be enforced);

          (b)  Except  for  the  security   interest   granted  hereby  and  the
non-exclusive  licenses  granted  to  Grantor's  licensees  with  respect to the
Copyrights in the ordinary  course of business of Grantor,  Grantor is (and upon
creation of all future Copyrights,  will be) the sole and exclusive owner of the
entire  and  unencumbered  right,  title,  and  interest  in and to  each of the
Copyrights  and other  Collateral,  free and  clear of any  liens,  charges,  or
encumbrances;

          (c) There is no pending  claim  that the use of any of the  Copyrights
does or may  infringe  upon or violate  the rights of any third  person nor does
Grantor have knowledge of any pending or threatened  infringement  of any of the
Copyrights  by any  third  person.  (d)  Listed  on  Schedules  A and B are  all
copyrights owned by Grantor, in which Grantor has an interest, or which are used
in Grantor's business.

          (e) Listed on Schedule C are all Licenses to which Grantor is a party.

          (f)  Each  employee,  agent  and/or  independent  contractor  who  has
participated  in the creation of the property  constituting  the  Collateral has
either  executed an  assignment of his or her rights of authorship to Grantor or
is an employee of Grantor  acting within the scope of his or her  employment and
was such an employee at the time of said creation.

          (g) All of Grantor's  present and future software,  computer  programs
and other works of authorship subject to United States copyright protection, the
sale,  licensing or other disposition of which results in royalties  receivable,
license  fees  receivable,  accounts  receivable  or other sums owing to Grantor
(collectively, "Receivables"), have been and shall be registered with the United
States  Copyright  Office prior to the date Grantor requests or accepts any loan
from TBCC with respect to such Receivables and prior to the date Grantor


<PAGE>
includes  any  such Receivables in any accounts receivable aging, borrowing base
report  or  certificate  or  other  similar report provided to TBCC, and Grantor
shall provide to TBCC copies of all such registrations promptly upon the receipt
of  the  same.

     3.   Covenants.  Until all of the  Obligations  have been satisfied in full
and the Loan Agreement has terminated:

          (a)  Grantor  shall  not  grant  a  security  interest  in  any of the
Copyrights or other  Collateral to any other person and shall not enter into any
agreement or take any action that is  inconsistent  with  Grantor's  obligations
hereunder or Grantor's  other  Obligations or would impair TBCC's rights,  under
this Agreement or otherwise, without TBCC's prior written consent.

          (b) Grantor shall ensure that each use of the Copyrights  described in
Section 1 of this Agreement  carries a complete and accurate  copyright  notice.

          (c)  Grantor  shall  use its  best  efforts  to  preserve  and  defend
Grantor's rights in the Copyrights unless Grantor, with the concurrence of TBCC,
reasonably determines that a Copyright is not worth preserving or defending.

          (d)  Grantor  shall  undertake  all  reasonable  measures to cause its
employees, agents and independent contractors to assign to Grantor all rights of
authorship to any copyrighted  material in which Grantor has or may subsequently
acquire any right or interest.

     4.   License Rights.  Grantor may license or sublicense the Copyrights only
in the ordinary course of business and only on a non-exclusive  basis,  and only
to the extent of Grantor's  rights and subject to TBCC's  security  interest and
Grantor's obligations under this Agreement.

     5.     TBCC  May  Supplement.  Grantor  authorizes  TBCC  to  modify  this
Agreement  by  amending  Schedule  A or B to include any future copyrights to be
included in the Copyrights.  Grantor shall from time to time update the lists of
Registered Copyrights and Unregistered Copyrights on Schedules A and B and lists
of License Agreements on Schedule C as Grantor obtains or acquires copyrights or
grants  or  obtains  licenses  in the future.  Notwithstanding the foregoing, no
failure  to so modify this Agreement or amend Schedules A or B or C shall in any
way  affect,  invalidate  or detract from TBCC's continuing security interest in
all  Copyrights,  whether  or  not  listed  on  Schedule  A or B and all license
agreements  whether  or  not  listed  on  Schedule  C.

6.     Default.  Upon  an  Event  of  Default (as defined in the Loan Agreement)
TBCC  shall  have, in addition to all of its other rights and remedies under the
Loan  Agreement,  all  rights  and remedies of a secured party under the Uniform
Commercial Code (as enacted in any jurisdiction in which the Copyrights or other
Collateral  are  located or deemed to be located) or other applicable law.  Upon
occurrence  of  an  Event  of Default, Grantor shall, upon request of TBCC, give
written notice to all parties to the Licenses that all payments thereunder shall
be  made  to  TBCC,  and  TBCC  may  itself  give  such  notice.

7.     Fees  and Expenses.  On demand by TBCC, without limiting any of the terms
of  the  Loan  Agreement,  Grantor  shall  pay  all  reasonable fees, costs, and
expenses  (including  without  limitation  reasonable  attorneys' fees and legal
expenses)  incurred  by TBCC in connection with (a) preparing this Agreement and
all  other  documents  relating  to  this  Agreement,  (b)  consummating  this
transaction,  (c)  filing  or  recording  any  documents (including all taxes in
connection  therewith)  in  public  offices;  and  (d) paying or discharging any
taxes,  counsel  fees,  maintenance  fees,  encumbrances,  or  other  amounts in
connection  with  protecting,  maintaining,  or  preserving  the  Copyrights  or


<PAGE>
defending or prosecuting any actions or proceedings arising out of or related to
the  Copyrights.

8.     TBCC's  Rights.  In  the event that Grantor fails to use its best efforts
to  preserve  and defend Grantor's rights in the Copyrights (except as permitted
by  paragraph  3(c) hereof) within a reasonable period of time after learning of
the existence of any actual or threatened infringement thereof, upon twenty (20)
days'  prior  written notice to Grantor, TBCC shall have the right, but shall in
no  way be obligated to, bring suit or take any other action, in its own name or
in  Grantor's  name,  to  enforce  or preserve TBCC's or Grantor's rights in the
Copyrights.  Grantor  shall  at  the request of TBCC and at Grantor's expense do
any  lawful acts and execute any documents requested by TBCC to assist with such
enforcement.  In  the  event Grantor has not taken action to enforce or preserve
TBCC's  and  Grantor's  rights  in  the Copyrights and TBCC thereupon takes such
action,  Grantor,  upon  demand, shall promptly reimburse and indemnify TBCC for
all  costs  and  expenses incurred in the exercise of TBCC's or Grantor's rights
under  this  Section  8.

9.     No  Waiver.  No  course  of  dealing  between  Grantor  and TBCC, nor any
failure to exercise nor any delay in exercising, on the part of TBCC, any right,
power,  or  privilege  under  this  Agreement or under the Loan Agreement or any
other  agreement,  shall  operate as a waiver.  No single or partial exercise of
any  right, power, or privilege under this Agreement or under the Loan Agreement
or  any  other agreement by TBCC shall preclude any other or further exercise of
such  right,  power,  or privilege or the exercise of any other right, power, or
privilege  by  TBCC.

10.     Rights  Are  Cumulative.  All of TBCC's rights and remedies with respect
to  the  Copyrights  and other Collateral whether established by this Agreement,
the  Loan  Agreement,  or  any other documents or agreements, or by law shall be
cumulative  and  may  be  exercised  concurrently  or  in  any  order.

11.     Copyright  Office.  At  the  request  of TBCC, Grantor shall execute any
further documents necessary or appropriate to create and perfect TBCC's security
interest  in  the  Copyrights,  including  without  limitation any documents for
filing  with  the  United  States  Copyright  Office and/or any applicable state
office.  TBCC  may  record  this  Agreement,  an  abstract thereof, or any other
document  describing  TBCC's  interest  in the Copyrights with the United States
Copyright  Office,  at  the  expense  of  Grantor.

12.     Indemnity.  Grantor  shall protect, defend, indemnify, and hold harmless
TBCC  and  TBCC's  assigns  from  all  liabilities, losses, and costs (including
without  limitation  reasonable  attorneys'  fees)  incurred  or imposed on TBCC
relating  to  the  matters  in this Agreement, including, without limitation, in
connection  with  TBCC's  defense  of any infringement action brought by a third
party  against  TBCC.

13.     Severability.  The  provisions  of this Agreement are severable.  If any
provision of this Agreement is held invalid or unenforceable in whole or in part
in  any jurisdiction, then such invalidity or unenforceability shall affect only
such  provision,  or  part  thereof,  in such jurisdiction, and shall not in any
manner  affect  such provision or part thereof in any other jurisdiction, or any
other  provision  of  this  Agreement  in  any  jurisdiction.

14.     Amendments; Entire Agreement.  This Agreement is subject to modification
only by a writing signed by the parties, except as provided in Section 5 of this
Agreement.  To  the  extent  that any provision of this Agreement conflicts with


<PAGE>
any provision of the Loan Agreement, the provision giving TBCC greater rights or
remedies shall govern, it being understood that the purpose of this Agreement is
to  add  to,  and  not  detract  from, the rights granted to TBCC under the Loan
Agreement.  This  Agreement,  the  Loan  Agreement,  and  the documents relating
thereto comprise the entire agreement of the parties with respect to the matters
addressed  in  this  Agreement.

15.     Further  Assurances.  At  TBCC's  request,  Grantor  shall  execute  and
deliver  to TBCC any further instruments or documentation, and perform any acts,
that may be reasonably necessary or appropriate to implement this Agreement, the
Loan  Agreement  or  any  other  agreement,  and the documents relating thereto,
including  without  limitation  any  instrument  or  documentation  reasonably
necessary  or  appropriate  to  create,  maintain, perfect, or effectuate TBCC's
security  interests  in  the  Copyrights  or  other  Collateral.

16.     Release.  At  such  time  as Grantor shall completely satisfy all of the
Obligations  and  the Loan Agreement shall be terminated, TBCC shall execute and
deliver  to  Grantor  all assignments and other instruments as may be reasonably
necessary  or  proper  to  terminate TBCC's security interest in the Copyrights,
subject  to  any  disposition of the Copyrights which may have been made by TBCC
pursuant  to this Agreement.  For the purpose of this Agreement, the Obligations
shall  be  deemed  to  continue if Grantor enters into any bankruptcy or similar
proceeding  at a time when any amount paid to TBCC could be ordered to be repaid
as  a preference or pursuant to a similar theory, and shall continue until it is
finally  determined  that  no  such  repayment  can  be  ordered.

17.     True  and  Lawful  Attorney.  Grantor  hereby appoints TBCC as Grantor's
true  and  lawful attorney, with full power of substitution, to do any or all of
the following, in the name, place and stead of Grantor:  (a) execute an abstract
of  this  Agreement  or  any  other  document  describing TBCC's interest in the
Copyrights,  for filing with the United States Copyright Office; (b) execute any
modification  of this Agreement pursuant to Section 5 of this Agreement; and (c)
following  an  Event  of  Default (as defined in the Loan Agreement) execute any
assignments, notices or transfer documents for purposes of transferring title or
right  to  receive  any  of  the  Copyrights  or other Collateral to any person,
including  without  limitation  TBCC.

18.     Successors.  The  benefits  and burdens of this Agreement shall inure to
the  benefit  of  and  be  binding  upon the respective successors and permitted
assigns  of  the  parties;  provided  that  Grantor  may not transfer any of the
Collateral  or  any rights hereunder, without the prior written consent of TBCC,
except  as  specifically  permitted  hereby.

     19.     Governing  Law.  THE  VALIDITY,  INTERPRETATION  AND ENFORCEMENT OF
THIS  AGREEMENT  AND  ANY  DISPUTE  ARISING  OUT  OF  OR IN CONNECTION WITH THIS
AGREEMENT,  WHETHER  SOUNDING  IN  CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
GOVERNED  BY  THE  INTERNAL  LAWS  AND  DECISIONS OF THE STATE OF ILLINOIS.  ALL
DISPUTES  BETWEEN  THE  GRANTOR  AND  TBCC,  WHETHER SOUNDING IN CONTRACT, TORT,
EQUITY  OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED
IN  CHICAGO, ILLINOIS, AND THE COURTS TO WHICH AN APPEAL THEREFROM MAY BE TAKEN;
PROVIDED,  HOWEVER,  THAT  TBCC SHALL HAVE THE RIGHT, TO THE EXTENT PERMITTED BY
APPLICABLE  LAW,  TO PROCEED AGAINST THE GRANTOR OR ITS PROPERTY IN ANY LOCATION
REASONABLY  SELECTED  BY  TBCC  IN  GOOD FAITH TO ENABLE TBCC TO REALIZE ON SUCH
PROPERTY,  OR  TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF TBCC.  THE
GRANTOR  AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR
CROSS-CLAIMS  IN  ANY  PROCEEDING  BROUGHT  BY  TBCC.  THE  GRANTOR  WAIVES  ANY
OBJECTION  THAT  IT  MAY  HAVE  TO  THE  LOCATION OF THE COURT IN WHICH TBCC HAS
COMMENCED  A  PROCEEDING,  INCLUDING,  WITHOUT  LIMITATION, ANY OBJECTION TO THE
LAYING  OF  VENUE  OR  BASED  ON  FORUM  NON  CONVENIENS.

     20.     WAIVER  OF RIGHT TO JURY TRIAL.  TBCC AND GRANTOR EACH HEREBY WAIVE
THE  RIGHT  TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; OR (II)  ANY OTHER PRESENT OR
FUTURE  INSTRUMENT  OR AGREEMENT BETWEEN TBCC AND GRANTOR; OR (III) ANY CONDUCT,
ACTS  OR  OMISSIONS  OF  TBCC  OR  GRANTOR  OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES,  AGENTS,  ATTORNEYS  OR  ANY  OTHER  PERSONS  AFFILIATED WITH TBCC OR
GRANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE.

WITNESS  the  execution  hereof  as  of  the  date  first  written  above.

                                   Grantor:

                                   LifeCell  Corporation


                                   By:
                                         ---------------------------------------
                                   Name  (please  print):

                                            ------------------------------------
                                   Title:
                                            ------------------------------------
                                   Chairman  of  the  Board,
                                   President,  or  Vice  President


<PAGE>
Accepted.
TBCC:

TRANSAMERICA  BUSINESS  CREDIT  CORPORATION


By:
   ----------------------------------------
Name  (please  print):

-------------------------------------------
Title:
      -------------------------------------


<PAGE>
                                   Schedule A
                                       to
                     Security Agreement in Copyrighted Works


                              LifeCell Corporation

                              Registered Copyrights


U.S.  Copyrights


    TITLE OF WORK/YEAR                REGISTRATION                   DATE
       OF CREATION                       NUMBER                   OF ISSUANCE



<PAGE>
                                   Schedule B
                                       to
                     Security Agreement in Copyrighted Works


                              LifeCell Corporation

                             Unregistered Copyrights
                   (Where No Copyright Application Is Pending)

Copyright  Description

See  attached  list  of  software  applications.


<PAGE>
                                   Schedule C
                                       to
                     Security Agreement in Copyrighted Works


                              LifeCell Corporation

                               License Agreements


<PAGE>
--------------------------------------------------------------------------------

                     PATENT AND TRADEMARK SECURITY AGREEMENT

This PATENT AND TRADEMARK SECURITY AGREEMENT ("Agreement"), dated as of December
6,  1999,  is  entered into between LifeCell Corporation, a Delaware corporation
("Grantor"),  which  has a mailing address at One Millenium Way, Branchburg, New
Jersey  08867,  and  TRANSAMERICA  BUSINESS  CREDIT  CORPORATION,  a  Delaware
corporation,  ("TBCC")  having  its  principal office at 9399 West Higgins Road,
Suite 600, Rosemont, Illinois 60018 and having an office at 15260 Ventura Blvd.,
Suite  1240,  Sherman  Oaks,  California  91403.

                                    RECITALS

     A.     Grantor and TBCC are, contemporaneously herewith, entering into that
certain  Loan  and  Security Agreement ("Loan Agreement") and other instruments,
documents  and agreements contemplated thereby or related thereto (collectively,
together  with  the  Loan  Agreement,  the  "Loan  Documents");  and

     B.     Grantor  is  the  owner of certain intellectual property, identified
below,  in  which  Grantor  is  granting  a  security  interest  to  TBCC.
NOW  THEREFORE,  in consideration of the mutual promises, covenants, conditions,
representations,  and  warranties  hereinafter  set forth and for other good and
valuable  consideration,  the  parties  hereto  mutually  agree  as  follows:

1.     DEFINITIONS  AND  CONSTRUCTION.

     1.1     Definitions.  The  following terms, as used in this Agreement, have
the  following  meanings:

          "Code"  means the Illinois  Uniform  Commercial  Code,  as amended and
supplemented from time to time, and any successor statute.

          "Collateral"  means  all  of  the  following,  whether  now  owned  or
hereafter acquired:

          (i) Each of the  trademarks  and rights and interest which are capable
     of being  protected as trademarks  (including  trademarks,  service  marks,
     designs,  logos,  indicia,  tradenames,  corporate  names,  company  names,
     business names,  fictitious  business names, trade styles, and other source
     or business identifiers,  and applications  pertaining thereto),  which are
     presently,  or in the  future may be,  owned,  created,  acquired,  or used
     (whether  pursuant to a license or  otherwise)  by Grantor,  in whole or in
     part, and all trademark  rights with respect thereto  throughout the world,
     including all proceeds thereof (including license royalties and proceeds of
     infringement  suits),  and rights to renew and extend such  trademarks  and
     trademark rights;

          (ii) Each of the patents and patent  applications which are presently,
     or in the future may be, owned, issued, acquired, or used (whether pursuant
     to a license or otherwise) by Grantor,  in whole or in part, and all patent
     rights with respect  thereto  throughout the world,  including all proceeds
     thereof (including  license royalties and proceeds of infringement  suits),
     foreign filing rights, and rights to extend such patents and patent rights;


<PAGE>
          (iii)  All  of  Grantor's   right  to  the  trademarks  and  trademark
     registrations  listed on  Exhibit  A  attached  hereto,  as the same may be
     updated hereafter from time to time;

          (iv)  All of  Grantor's  right,  title,  and  interest,  in and to the
     patents and patent applications listed on Exhibit B attached hereto, as the
     same may be updated hereafter from time to time;

          (v) All of Grantor's right,  title and interest to register  trademark
     claims  under any  state or  federal  trademark  law or  regulation  of any
     foreign  country  and  to  apply  for,  renew,  and  extend  the  trademark
     registrations and trademark rights,  the right (without  obligation) to sue
     or bring  opposition or cancellation  proceedings in the name of Grantor or
     in the name of TBCC for past,  present,  and  future  infringements  of the
     trademarks,  registrations,  or  trademark  rights and all rights  (but not
     obligations)  corresponding  thereto in the United  States and any  foreign
     country;

          (vi) All of Grantor's  right,  title,  and interest in all  patentable
     inventions, and to file applications for patent under federal patent law or
     regulation  of any foreign  country,  and to request  reexamination  and/or
     reissue of the  patents,  the right  (without  obligation)  to sue or bring
     interference  proceedings in the name of Grantor or in the name of TBCC for
     past, present, and future infringements of the patents, and all rights (but
     not obligations) corresponding thereto in the United States and any foreign
     country;

          (vii) the entire  goodwill of or associated with the businesses now or
     hereafter  con-ducted by Grantor  con-nected with and symbol-ized by any of
     the aforementioned properties and assets;

          (viii) All general intangibles relating to the foregoing and all other
     intangible  intellectual  or other  similar  property of the Grantor of any
     kind or nature, associated with or arising out of any of the aforementioned
     properties and assets and not otherwise described above; and

          (ix)  All  products  and  proceeds  of any  and  all of the  foregoing
     (including,   without   limitation,   license  royalties  and  proceeds  of
     infringement suits) and, to the extent not otherwise included, all payments
     under insurance, or any indemnity,  warranty, or guaranty payable by reason
     of loss or damage to or otherwise with respect to the Collateral.

     1.2     Construction.  Unless  the  context  of  this  Agreement  clearly
requires otherwise, references to the plural include the singular, references to
the  singular  include the plural, and the term "including" is not limiting. The
words  "hereof,"  "herein," "hereby," "hereunder," and other similar terms refer
to  this  Agreement  as  a  whole  and  not  to any particular provision of this
Agreement.  Any  initially  capitalized  terms used but not defined herein shall
have the meaning set forth in the Loan Agreement. Any reference herein to any of
the  Loan  Documents  includes  any and all alterations, amendments, extensions,


<PAGE>
modifications,  renewals,  or  supplements  thereto  or  thereof, as applicable.
Neither  this  Agreement  nor  any  uncertainty  or  ambiguity  herein  shall be
construed  or  resolved  against  TBCC  or  Grantor,  whether  under any rule of
construction  or otherwise. On the contrary, this Agreement has been reviewed by
Grantor,  TBCC,  and  their  respective  counsel,  and  shall  be  construed and
interpreted  according to the ordinary meaning of the words used so as to fairly
accomplish  the purposes and intentions of TBCC and Grantor.  Headings have been
set forth herein for convenience only, and shall not be used in the construction
of  this  Agreement.

2.   GRANT  OF  SECURITY  INTEREST.

     To  secure  the  complete  and  timely  payment  and  performance  of  all
Obligations,  and  without  limiting  any  other  security  interest Grantor has
granted  to TBCC, Grantor hereby grants, assigns, and conveys to TBCC a security
interest  in  Grantor's  entire  right,  title,  and  interest  in  and  to  the
Collateral.

3.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.

     Grantor  hereby  represents,  warrants,  and  covenants  that:

     3.1 Trademarks;  Patents.  A true and complete  schedule  setting forth all
federal and state  trademark  registrations  owned or  controlled  by Grantor or
licensed to Grantor, together with a summary description and full information in
respect of the filing or issuance  thereof and expiration  dates is set forth on
Exhibit A; and a true and complete  schedule setting forth all patent and patent
applications  owned or  controlled  by Grantor or licensed to Grantor,  together
with a summary  description  and full  information  in  respect of the filing or
issuance thereof and expiration dates is set forth on Exhibit B.

     3.2 Validity;  Enforceability.  Each of the patents and trademarks is valid
and  enforceable,  and Grantor is not presently aware of any past,  present,  or
prospective  claim by any third party that any of the patents or trademarks  are
invalid or unenforceable,  or that the use of any patents or trademarks violates
the rights of any third person, or of any basis for any such claims.

     3.3  Title.  Grantor  is the sole and  exclusive  owner of the  entire  and
unencumbered  right,  title, and interest in and to each of the patents,  patent
applications,  trademarks,  and trademark  registrations,  free and clear of any
liens, charges, and encumbrances, including pledges, assignments, licenses, shop
rights, and covenants by Grantor not to sue third persons.

     3.4  Notice.  Grantor has used and will  continue  to use proper  statutory
notice in connection with its use of each of the patents and trademarks.

     3.5 Quality. Grantor has used and will continue to use consistent standards
of high quality (which may be consistent  with Grantor's past  practices) in the
manufacture, sale, and delivery of products and services sold or delivered under
or in connection with the trademarks,  including,  to the extent applicable,  in
the operation and maintenance of its merchandising operations, and will continue
to maintain the validity of the trademarks.

     3.6 Perfection of Security  Interest.  Except for the filing of appropriate
financing  statements (all of which filings have been made) and filings with the
United  States  Patent and  Trademark  Office  necessary to perfect the security
interests created hereunder, no authorization, approval, or other action by, and


<PAGE>
no notice to or filing with, any  governmental  authority or regulatory  body is
required either for the grant by Grantor of the security  interest  hereunder or
for the execution,  delivery, or performance of this Agreement by Grantor or for
the  perfection  of or the  exercise  by TBCC  of its  rights  hereunder  to the
Collateral in the United States.

4.   AFTER-ACQUIRED  PATENT  OR  TRADEMARK  RIGHTS.

     If  Grantor  shall  obtain rights to any new trademarks, any new patentable
inventions or become entitled to the benefit of any patent application or patent
for  any  reissue,  division,  or continuation, of any patent, the provisions of
this  Agreement  shall  automatically  apply  thereto. Grantor shall give prompt
notice in writing to TBCC with respect to any such new trademarks or patents, or
renewal  or  extension  of  any  trademark  registration. Grantor shall bear any
expenses  incurred  in  connection  with future patent applications or trademark
registrations.  Without  limiting  Grantor's  obligation  under  this Section 4,
Grantor  authorizes TBCC to modify this Agreement by amending Exhibits A or B to
include any such new patent or trademark rights.  Notwithstanding the foregoing,
no failure to so modify this Agreement or amend Exhibits A or B shall in any way
affect,  invalidate  or  detract from TBCC's continuing security interest in all
Collateral,  whether  or  not  listed  on  Exhibit  A  or  B.

5.   LITIGATION  AND  PROCEEDINGS.

     Grantor  shall  commence  and  diligently prosecute in its own name, as the
real  party  in  interest, for its own benefit, and its own expense, such suits,
administrative proceedings, or other action for infringement or other damages as
are  in  its  reasonable  business judgment necessary to protect the Collateral.
Grantor  shall provide to TBCC any information with respect thereto requested by
TBCC.  TBCC  shall  provide  at  Grantor's  expense all necessary cooperation in
connection  with  any  such  suits,  proceedings,  or action, including, without
limitation,  joining  as  a  necessary party. Following Grantor's becoming aware
thereof,  Grantor  shall  notify  TBCC  of  the  institution  of, or any adverse
determination  in,  any  proceeding  in  the  United States Patent and Trademark
Office,  or any United States, state, or foreign court regarding Grantor's claim
of  ownership  in  any  of the patents or trademarks, its right to apply for the
same,  or  its  right  to  keep  and  maintain  such patent or trademark rights.

6.   POWER  OF  ATTORNEY.

     Grantor  hereby  appoints  TBCC as Grantor's true and lawful attorney, with
full  power  of  substitution,  to  do any or all of the following, in the name,
place and stead of Grantor:  (a)  file this Agreement (or an abstract hereof) or
any  other document describing TBCC's interest in the Collateral with the United
States  Patent  and  Trademark  Office;  (b)  execute  any  modification of this
Agreement  pursuant  to  Section  4  of  this Agreement; (c) take any action and
execute  any instrument which TBCC may deem necessary or advisable to accomplish
the  purposes  of  this  Agreement;  and  (d)  following an Event of Default (as
defined  in the Loan Agreement), (i) endorse Grantor's name on all applications,
documents,  papers  and  instruments  necessary  for TBCC to use or maintain the
Collateral;  (ii)  ask, demand, collect, sue for, recover, impound, receive, and
give acquittance and receipts for money due or to become due under or in respect
of  any of the Collateral; (iii) file any claims or take any action or institute


<PAGE>
any  proceedings that TBCC may deem necessary or desirable for the collection of
any  of the Collateral or otherwise enforce TBCC's rights with respect to any of
the  Collateral, and (iv) assign, pledge, convey, or otherwise transfer title in
or  dispose  of  the  Collateral  to  any  person.

7.   RIGHT  TO  INSPECT.

     Grantor  grants  to  TBCC  and  its employees and agents the right to visit
Grantor's  plants  and  facilities which manufacture, inspect, or store products
sold  under  any  of  the patents or trademarks, and to inspect the products and
quality  control  records  relating  thereto  at reasonable times during regular
business  hours.

8.   SPECIFIC  REMEDIES.

     Upon  the  occurrence  of any  Event of  Default  (as  defined  in the Loan
Agreement),  TBCC shall have,  in addition  to,  other rights given by law or in
this Agreement,  the Loan Agreement,  or in any other Loan Document,  all of the
rights and remedies with respect to the  Collateral of a secured party under the
Code, including the following:

     8.1  Notification.  TBCC may notify  licensees to make royalty  payments on
license agreements directly to TBCC;

     8.2 Sale. TBCC may sell or assign the Collateral and associated goodwill at
public or private sale for such amounts, and at such time or times as TBCC deems
advisable.  Any  requirement  of  reasonable  notice of any  disposition  of the
Collateral  shall be  satisfied  if such notice is sent to Grantor five (5) days
prior to such  disposition.  Grantor  shall be credited with the net proceeds of
such sale only  when they are  actually  received  by TBCC,  and  Grantor  shall
continue to be liable for any deficiency  remaining after the Collateral is sold
or collected. If the sale is to be a public sale, TBCC shall also give notice of
the time and place by publishing a notice one time at least five (5) days before
the date of the sale in a  newspaper  of  general  circulation  in the county in
which the sale is to be held. To the maximum extent permitted by applicable law,
TBCC  may be the  purchaser  of any  or  all of the  Collateral  and  associated
goodwill  at any public sale and shall be  entitled,  for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of
the Collateral  sold at any public sale, to use and apply all or any part of the
Obligations  as a credit on  account  of the  purchase  price of any  collateral
payable by TBCC at such sale.

9.   GENERAL  PROVISIONS.

     9.1  Effectiveness.  This Agreement  shall be binding and deemed  effective
when executed by Grantor and TBCC.

     9.2 Notices.  Except to the extent otherwise  provided herein, all notices,
demands,  and  requests  that either  party is required or elects to give to the
other shall be in writing and shall be governed by the notice  provisions of the
Loan Agreement.

     9.3 No  Waiver.  No course of dealing  between  Grantor  and TBCC,  nor any
failure to exercise nor any delay in exercising, on the part of TBCC, any right,
power,  or privilege  under this  Agreement  or under the Loan  Agreement or any
other agreement, shall operate as a waiver. No single or partial exercise of any


<PAGE>
right,  power,  or privilege under this Agreement or under the Loan Agreement or
any other agreement by TBCC shall preclude any other or further exercise of such
right,  power,  or  privilege  or the  exercise of any other  right,  power,  or
privilege by TBCC.

     9.4 Rights Are  Cumulative.  All of TBCC's rights and remedies with respect
to the Collateral whether established by this Agreement,  the Loan Agreement, or
any other  documents or  agreements,  or by law shall be  cumulative  and may be
exercised concurrently or in any order.

     9.5  Successors.  The benefits and burdens of this Agreement shall inure to
the  benefit of and be binding  upon the  respective  successors  and  permitted
assigns of the  parties;  provided  that  Grantor  may not  transfer  any of the
Collateral or any rights  hereunder,  without the prior written consent of TBCC,
except as specifically permitted hereby.

     9.6  Severability.  The provisions of this Agreement are severable.  If any
provision of this Agreement is held invalid or unenforceable in whole or in part
in any jurisdiction,  then such invalidity or unenforceability shall affect only
such  provision,  or part thereof,  in such  jurisdiction,  and shall not in any
manner affect such provision or part thereof in any other  jurisdiction,  or any
other provision of this Agreement in any jurisdiction.

     9.7 Entire  Agreement.  This Agreement is subject to modification only by a
writing  signed  by the  parties,  except  as  provided  in  Section  4 of  this
Agreement. To the extent that any provision of this Agreement conflicts with any
provision of the Loan  Agreement,  the provision  giving TBCC greater  rights or
remedies shall govern, it being understood that the purpose of this Agreement is
to add to,  and not  detract  from,  the  rights  granted to TBCC under the Loan
Agreement.  This  Agreement,  the Loan  Agreement,  and the  documents  relating
thereto comprise the entire agreement of the parties with respect to the matters
addressed in this Agreement.

     9.8 Fees and  Expenses.  Grantor  shall pay to TBCC on demand all costs and
expenses  that  TBCC  pays  or  incurs  in  connection  with  the   negotiation,
preparation, consummation, administration,  enforcement, and termination of this
Agreement,  including:  (a)  reasonable  attorneys'  and  paralegals'  fees  and
disbursements of counsel to TBCC; (b) costs and expenses  (including  reasonable
attorneys'  and  paralegals'   fees  and   disbursements)   for  any  amendment,
supplement,  waiver,  consent,  or subsequent  closing in  connection  with this
Agreement and the transactions  contemplated  hereby;  (c) costs and expenses of
lien and title  searches;  (d) taxes,  fees,  and other  charges for filing this
Agreement  at the United  States  Patent  and  Trademark  Office,  or for filing
financing statements, and continuations,  and other actions to perfect, protect,
and continue the security interest created hereunder;  (e) sums paid or incurred
to pay any amount or take any action  required of Grantor  under this  Agreement
that  Grantor  fails to pay or take;  (f) costs and expenses of  preserving  and
protecting  the  Collateral;  and (g) costs and expenses  (including  reasonable
attorneys' and paralegals' fees and  disbursements)  paid or incurred to enforce
the security  interest  created  hereunder,  sell or otherwise  realize upon the
Collateral, and otherwise enforce the provisions of this Agreement, or to defend
any claims made or threatened  against the TBCC arising out of the  transactions
contemplated hereby (including preparations for the consultations concerning any
such  matters).  The  foregoing  shall  not be  construed  to  limit  any  other
provisions of this Agreement or the Loan Documents  regarding costs and expenses
to be  paid by  Grantor.  The  parties  agree  that  reasonable  attorneys'  and
paralegals' fees and costs incurred in enforcing any judgment are recoverable as


<PAGE>
a separate item in addition to fees and costs incurred in obtaining the judgment
and that the  recovery  of such  attorneys'  and  paralegals'  fees and costs is
intended  to  survive  any  judgment,  and is not to be deemed  merged  into any
judgment.

     9.9 Indemnity.  Grantor shall protect, defend, indemnify, and hold harmless
TBCC and TBCC's  assigns  from all  liabilities,  losses,  and costs  (including
without  limitation  reasonable  attorneys'  fees)  incurred  or imposed on TBCC
relating to the matters in this Agreement.

     9.10 Further  Assurances.  At TBCC's  request,  Grantor  shall  execute and
deliver to TBCC any further instruments or documentation,  and perform any acts,
that may be reasonably necessary or appropriate to implement this Agreement, the
Loan  Agreement or any other  agreement,  and the  documents  relating  thereto,
including  without   limitation  any  instrument  or  documentation   reasonably
necessary or  appropriate to create,  maintain,  perfect,  or effectuate  TBCC's
security interests in the Collateral.

     9.11 Release.  At such time as Grantor shall completely  satisfy all of the
Obligations and the Loan Agreement  shall be terminated,  TBCC shall execute and
deliver to Grantor all  assignments  and other  instruments as may be reasonably
necessary or proper to terminate  TBCC's  security  interest in the  Collateral,
subject to any  disposition of the  Collateral  which may have been made by TBCC
pursuant to this Agreement.  For the purpose of this Agreement,  the Obligations
shall be deemed to continue if Grantor  enters  into any  bankruptcy  or similar
proceeding  at a time when any amount paid to TBCC could be ordered to be repaid
as a preference or pursuant to a similar theory,  and shall continue until it is
finally determined that no such repayment can be ordered.

     9.12 Governing Law. THE VALIDITY,  INTERPRETATION  AND  ENFORCEMENT OF THIS
AGREEMENT AND ANY DISPUTE  ARISING OUT OF OR IN CONNECTION  WITH THIS AGREEMENT,
WHETHER SOUNDING IN CONTRACT,  TORT,  EQUITY OR OTHERWISE,  SHALL BE GOVERNED BY
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF ILLINOIS.  ALL DISPUTES  BETWEEN
THE GRANTOR AND TBCC,  WHETHER SOUNDING IN CONTRACT,  TORT, EQUITY OR OTHERWISE,
SHALL BE RESOLVED ONLY BY STATE AND FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS,
AND THE COURTS TO WHICH AN APPEAL  THEREFROM  MAY BE TAKEN;  PROVIDED,  HOWEVER,
THAT TBCC SHALL HAVE THE RIGHT,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, TO
PROCEED AGAINST THE GRANTOR OR ITS PROPERTY IN ANY LOCATION  REASONABLY SELECTED
BY TBCC IN GOOD FAITH TO ENABLE TBCC TO REALIZE ON SUCH PROPERTY,  OR TO ENFORCE
A JUDGMENT  OR OTHER COURT  ORDER IN FAVOR OF TBCC.  THE GRANTOR  AGREES THAT IT
WILL NOT ASSERT ANY PERMISSIVE  COUNTERCLAIMS,  SETOFFS OR  CROSS-CLAIMS  IN ANY
PROCEEDING BROUGHT BY TBCC. THE GRANTOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO
THE LOCATION OF THE COURT IN WHICH TBCC HAS COMMENCED A  PROCEEDING,  INCLUDING,
WITHOUT  LIMITATION,  ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON FORUM NON
CONVENIENS.

     9.13 Waiver of Right to Jury Trial.  TBCC and Grantor each hereby waive the
right to trial by jury in any action or proceeding  based upon,  arising out of,
or in any way  relating  to: (i) this  Agreement;  or (ii) any other  present or
future instrument or agreement  between TBCC and Grantor;  or (iii) any conduct,
acts or  omissions  of TBCC or  Grantor  or any of  their  directors,  officers,
employees,  agents,  attorneys  or any  other  persons  affiliated  with TBCC or
Grantor; in each of the foregoing cases, whether sounding in contract or tort or
otherwise.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first written above.

TRANSAMERICA  BUSINESS  CREDIT                  LifeCell  Corporation
CORPORATION



By                                              By
  -------------------------                     -------------------------


Title                                           Title
  -------------------------                     -------------------------


<PAGE>
                                   Exhibit "A"

                              REGISTERED TRADEMARKS



Trademark                    Registration  Date               Registration  No.
---------                    ------------------               -----------------




                               PENDING TRADEMARKS
                               ------------------




<PAGE>
                                   Exhibit "B"


                                     PATENTS


Patent  Description/Title    Issue  Date       Patent  No.     Name of Inventor
-------------------------    -----------       -----------     ----------------






                               PATENT APPLICATIONS
                               -------------------

Description          Filing  Date          Serial  No.          Name of Inventor
-----------          ------------          -----------          ----------------


<PAGE>
--------------------------------------------------------------------------------

THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID  ACT  AND  ANY  APPLICABLE  STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION  FROM  REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

                           STOCK SUBSCRIPTION WARRANT

                           To Purchase Common Stock of

                      LifeCell Corporation (the "Company")

                   DATE OF INITIAL ISSUANCE:  December 6, 1999

     THIS  CERTIFIES  THAT for value received, TBCC Funding Trust II, a Delaware
business  trust  or  its registered assigns (hereinafter called the "Holder") is
entitled  to  purchase  from  the  Company,  at any time during the Term of this
Warrant,  84,211  shares  of  common stock, $.001 par value, of the Company (the
"Common Stock"), at the Warrant Price, payable as provided herein.  The exercise
of this Warrant shall be subject to the provisions, limitations and restrictions
herein  contained,  and  may  be  exercised  in  whole  or  in  part.

SECTION  1.  Definitions.
             -----------

     For  all  purposes  of  this  Warrant,  the  following terms shall have the
meanings  indicated:

     Common  Stock  -  shall  mean  and  include the Company's authorized Common
     -------------
Stock,  $.001  par  value,  as  constituted  at  the  date
hereof.

     Exchange  Act  - shall mean the Securities Exchange Act of 1934, as amended
     -------------
from  time  to  time.

     Securities  Act  -  the  Securities  Act  of  1933,  as  amended.
     ---------------

     Term  of  this  Warrant  -  shall  mean the period beginning on the date of
     -----------------------
initial  issuance  hereof  and  ending  on  December  31,  2004

     Warrant  Price  - $4.75 per share, subject to adjustment in accordance with
     --------------
Section  5  hereof.

     Warrants  -  this  Warrant  and any other Warrant or Warrants are issued in
     --------
connection  with  a  Loan  and Security Agreement dated December 6, 1999  by and
between  the  Company  and  Transamerica  Business Credit Corporation (the "Loan
Agreement") to the original holder of this Warrant, or any transferees from such
original  holder  or  this  Holder.

     Warrant  Shares  -  shares  of Common Stock purchased or purchasable by the
     ---------------
Holder  of  this  Warrant  upon  the  exercise  hereof.

SECTION  2.  Exercise  of  Warrant.
             ---------------------


<PAGE>
     2.1.     Procedure  for  Exercise  of Warrant.  To exercise this Warrant in
              ------------------------------------
whole  or  in  part  (but  not  as to any fractional share of Common Stock), the
Holder  shall  deliver  to  the  Company at its office referred to in Section 13
hereof  at  any  time and from time to time during the Term of this Warrant: (i)
the  Notice  of  Exercise  in  the form attached hereto, (ii) cash, certified or
official  bank check payable to the order of the Company, wire transfer of funds
to  the Company's account, or evidence of any indebtedness of the Company to the
Holder (or any combination of any of the foregoing) in the amount of the Warrant
Price  for  each share being purchased, and (iii) this Warrant.  Notwithstanding
any  provisions  herein to the contrary, if the Current Market Price (as defined
in  Section 5) is greater than the Warrant Price (at the date of calculation, as
set  forth  below), in lieu of exercising this Warrant as hereinabove permitted,
the  Holder  may  elect to receive shares of Common Stock equal to the value (as
determined  below)  of  this  Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the office of the Company referred to in Section 13
hereof,  together  with the Notice of Exercise, in which event the Company shall
issue  to  the  Holder  that number of shares of Common Stock computed using the
following  formula:

                               CS = WCS x (CMP-WP)
                                    --------------
                                       CMP

Where

     CS   equals the number of shares of Common Stock to be issued to the Holder

     WCS  equals  the  number of shares of Common  Stock  purchasable  under the
          Warrant or, if only a portion of the Warrant is being  exercised,  the
          portion  of  the  Warrant  being   exercised  (at  the  date  of  such
          calculation)

     CMP  equals the Current Market Price (at the date of such calculation)

     WP   equals the Warrant Price (as adjusted to the date of such calculation)

In  the  event  of  any  exercise  of  the rights represented by this Warrant, a
certificate  or  certificates  for  the  shares  of  Common  Stock so purchased,
registered  in  the  name  of  the  Holder or such other name or names as may be
designated  by  the  Holder,  shall  be  delivered to the Holder hereof within a
reasonable  time,  not exceeding fifteen (15) days, after the rights represented
by  this  Warrant  shall  have  been  so exercised; and, unless this Warrant has
expired,  a  new  Warrant  representing the number of shares (except a remaining
fractional  share),  if  any,  with respect to which this Warrant shall not then
have  been exercised shall also be issued to the Holder hereof within such time.
The  person  in  whose name any certificate for shares of Common Stock is issued
upon  exercise  of  this Warrant shall for all purposes be deemed to have become
the  holder  of  record  of  such  shares  on  the date on which the Warrant was
surrendered  and payment of the Warrant Price and any applicable taxes was made,
irrespective  of  the  date of delivery of such certificate, except that, if the
date  of  such  surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such  shares  at  the close of business on the next succeeding date on which the
stock  transfer  books  are  open.

     2.2.     Transfer  Restriction Legend.  Each certificate for Warrant Shares
              ----------------------------
shall  bear  the following legend (and any additional legend required by (i) any
applicable  state  securities  laws  and (ii) any securities exchange upon which
such  Warrant  Shares  may, at the time of such exercise, be listed) on the face


<PAGE>
thereof  unless  at the time of exercise such Warrant Shares shall be registered
under  the  Securities  Act:

          "The shares  represented by this  certificate have not been registered
          under the Securities  Act of 1933, as amended,  and may not be sold or
          transferred  in the  absence  of  such  registration  or an  exemption
          therefrom under said Act."

Any  certificate  issued  at  any  time  in  exchange  or  substitution  for any
certificate bearing such legend (except a new certificate issued upon completion
of  a  public  distribution  under  a  registration  statement of the securities
represented  thereby)  shall  also  bear  such  legend unless, in the opinion of
counsel  for  the holder thereof (which counsel shall be reasonably satisfactory
to  counsel for the Company) the securities represented thereby are not, at such
time,  required  by  law  to  bear  such  legend.

SECTION 3.  Covenants as to Common Stock.  The Company covenants and agrees that
            ----------------------------
all  shares  of  Common Stock that may be issued upon the exercise of the rights
represented  by  this Warrant will, upon issuance, be validly issued, fully paid
and  nonassessable,  and  free from all taxes, liens and charges with respect to
the  issue  thereof.  The  Company further covenants and agrees that it will pay
when due and payable any and all federal and state taxes which may be payable in
respect  of  the  issue  of  this  Warrant  or  any Common Stock or certificates
therefor  issuable  upon  the  exercise  of  this  Warrant.  The Company further
covenants  and  agrees  that  the  Company will at all times have authorized and
reserved,  free  from preemptive rights, a sufficient number of shares of Common
Stock  to  provide  for  the exercise of the rights represented by this Warrant.
The  Company further covenants and agrees that if any shares of capital stock to
be  reserved for the purpose of the issuance of shares upon the exercise of this
Warrant  require  registration  with  or  approval of any governmental authority
under  any  federal  or  state  law  before such shares may be validly issued or
delivered  upon  exercise,  then  the  Company  will  in  good  faith  and  as
expeditiously  as  possible endeavor to secure such registration or approval, as
the  case may be.  If and so long as the Common Stock issuable upon the exercise
of this Warrant is listed on any national securities exchange, the Company will,
if  permitted  by  the  rules  of  such  exchange,  list and keep listed on such
exchange,  upon  official  notice  of  issuance, all shares of such Common Stock
issuable  upon  exercise  of  this  Warrant.

SECTION  4.  Adjustment of Number of Shares. Upon each adjustment of the Warrant
             ------------------------------
Price  as  provided  in  Section  5,  the Holder shall thereafter be entitled to
purchase,  at  the  Warrant  Price resulting from such adjustment, the number of
shares  (calculated to the nearest tenth of a share) obtained by multiplying the
Warrant  Price  in  effect immediately prior to such adjustment by the number of
shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing  the  product  thereof  by  the  Warrant  Price  resulting  from  such
adjustment.

SECTION  5.  Adjustment of Warrant Price.  The Warrant Price shall be subject to
             ---------------------------
adjustment  from  time  to  time  as  follows:

     (iii)  If,  at  any  time  during  the  Term of this Warrant, the number of
shares  of  Common Stock outstanding is increased by a stock dividend payable in
shares  of  Common  Stock  or  by  a subdivision or split-up of shares of Common
Stock, then, following the record date fixed for the determination of holders of
Common  Stock  entitled to receive such stock dividend, subdivision or split-up,
the  Warrant Price shall be appropriately decreased so that the number of shares
of  Common  Stock  issuable  upon  the  exercise  hereof  shall  be increased in
proportion  to  such  increase  in  outstanding  shares.

     (iv)  If, at any time during the Term of this Warrant, the number of shares
of  Common  Stock  outstanding  is decreased by a combination of the outstanding
shares  of  Common  Stock, then, following the record date for such combination,
the  Warrant  Price shall appropriately increase so that the number of shares of
Common  Stock issuable upon the exercise hereof shall be decreased in proportion
to  such  decrease  in  outstanding  shares.

     (v)  In  case,  at  any  time  during the Term of this Warrant, the Company
shall  declare  a cash dividend upon its Common Stock payable otherwise than out
of earnings or earned surplus or shall distribute to holders of its Common Stock
shares of its capital stock (other than Common Stock), stock or other securities
of  other  persons,  evidences  of  indebtedness  issued by the Company or other
persons,  assets  (excluding  cash  dividends  and  distributions) or options or
rights  (excluding  options to purchase and rights to subscribe for Common Stock
or  other  securities of the Company convertible into or exchangeable for Common
Stock), then, in each such case, immediately following the record date fixed for
the  determination  of  the  holders  of  Common  Stock entitled to receive such
dividend  or  distribution,  the  Warrant  Price  in  effect thereafter shall be
determined  by multiplying the Warrant Price in effect immediately prior to such
record date by a fraction of which the numerator shall be an amount equal to the


<PAGE>
difference  of  (x)  the Current Market Price of one share of Common Stock minus
(y)  the  fair  market  value  (as  determined  by the Board of Directors of the
Company,  whose  determination  shall  be  conclusive) of the stock, securities,
evidences  of  indebtedness, assets, options or rights so distributed in respect
of one share of Common Stock, and of which the denominator shall be such Current
Market  Price.

     (vi)  All  calculations  under  this Section 5 shall be made to the nearest
cent  or  to  the  nearest  one-tenth  (1/10)  of  a  share, as the case may be.

     (vii)  For  the purpose of any computation pursuant to Section 2 hereof, or
this  Section  5,  the  Current  Market Price at any date of one share of Common
Stock  shall  be deemed to be the average of the daily closing prices for the 15
consecutive  business  days  ending  on  the last business day before the day in
question  (as  adjusted  for  any  stock  dividend,  split,  combination  or
reclassification  that  took  effect  during  such 15 business day period).  The
closing  price  for  each day shall be the last reported sales price regular way
or,  in  case  no such reported sales took place on such day, the average of the
last  reported bid and asked prices regular way, in either case on the principal
national  securities exchange on which the Common Stock is listed or admitted to
trading  or  as  reported  by  Nasdaq (or if the Common Stock is not at the time
listed  or  admitted for trading on any such exchange or if prices of the Common
Stock  are  not reported by Nasdaq then such price shall be equal to the average
of  the  last  reported  bid  and  asked  prices  on such day as reported by The
National  Quotation  Bureau  Incorporated or any similar reputable quotation and
reporting  service,  if such quotation is not reported by The National Quotation
Bureau  Incorporated); provided, however, that if the Common Stock is not traded
in  such  manner  that  the  quotations  referred  to  in  this clause (vii) are
available  for  the period required hereunder, the Current Market Price shall be
determined  in  good  faith by the Board of Directors of the Company or, if such
determination  cannot be made, by a nationally recognized independent investment
banking  firm  selected  by  the  Board  of Directors of the Company (or if such
selection  cannot  be  made,  by  a nationally recognized independent investment
banking firm selected by the American Arbitration Association in accordance with
its  rules).

     (viii)  Whenever the Warrant Price shall be adjusted as provided in Section
5,  the  Company  shall  prepare  a  statement  showing the facts requiring such
adjustment  and the Warrant Price that shall be in effect after such adjustment.
The Company shall cause a copy of such statement to be sent by mail, first class
postage  prepaid,  to  each  Holder  of  this Warrant at its, his or her address
appearing  on  the Company's records.  Where appropriate, such copy may be given
in advance and may be included as part of the notice required to be mailed under
the  provisions  of  subsection  (x)  of  this  Section  5.

     (ix)  Adjustments  made pursuant to clauses (iii), (iv) and (v) above shall
be  made  on  the  date  such  dividend,  subdivision,  split-up, combination or
distribution,  as  the  case  may be, is made, and shall become effective at the
opening  of  business on the business day next following the record date for the
determination  of stockholders entitled to such dividend, subdivision, split-up,
combination  or  distribution.


<PAGE>
     (x)  In the event the Company shall propose to take any action of the types
described  in  clauses  (iii),  (iv) or (v) of this Section 5, the Company shall
forward,  at the same time and in the same manner, to the Holder of this Warrant
such  notice,  if  any,  which  the Company shall give to the holders of capital
stock  of  the  Company.

     (xi)  In  any  case in which the provisions of this Section 5 shall require
that an adjustment shall become effective immediately after a record date for an
event,  the  Company may defer until the occurrence of such event issuing to the
Holder  of  all or any part of this Warrant which is exercised after such record
date  and  before  the occurrence of such event the additional shares of capital
stock  issuable  upon such exercise by reason of the adjustment required by such
event  over  and  above  the shares of capital stock issuable upon such exercise
before  giving  effect  to such adjustment exercise; provided, however, that the
Company  shall deliver to such Holder a due bill or other appropriate instrument
evidencing  such  Holder's  right  to  receive  such  additional shares upon the
occurrence  of  the  event  requiring  such  adjustment.

SECTION  6.  Ownership.
             ---------

     6.1.     Ownership  of  This  Warrant.  The  Company may deem and treat the
              ----------------------------
person  in  whose name this Warrant is registered as the holder and owner hereof
(notwithstanding  any  notations  of  ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to  the contrary until presentation of this Warrant for registration of transfer
as  provided  in  this  Section  6.

     6.2.     Transfer  and  Replacement.  This Warrant and all rights hereunder
              --------------------------
are transferable in whole or in part upon the books of the Company by the Holder
hereof  in person or by duly authorized attorney, and a new Warrant or Warrants,
of  the  same tenor as this Warrant but registered in the name of the transferee
or  transferees  (and  in  the  name  of  the  Holder,  if a partial transfer is
effected)  shall  be  made  and  delivered by the Company upon surrender of this
Warrant  duly  endorsed,  at the office of the Company referred to in Section 13
hereof.  Upon  receipt  by the Company of evidence reasonably satisfactory to it
of  the  loss, theft or destruction, and, in such case, of indemnity or security
reasonably  satisfactory to it, and upon surrender of this Warrant if mutilated,
the  Company  will make and deliver a new Warrant of like tenor, in lieu of this
Warrant;  provided that if the Holder hereof is an instrumentality of a state or
local  government  or  an  institutional  holder  or  a  nominee  for  such  an
instrumentality or institutional holder an irrevocable agreement of indemnity by
such  Holder  shall  be  sufficient  for  all purposes of this Section 6, and no
evidence of loss or theft or destruction shall be necessary.  This Warrant shall
be  promptly  cancelled  by  the Company upon the surrender hereof in connection
with  any  transfer  or replacement.  Except as otherwise provided above, in the
case  of  the loss, theft or destruction of a Warrant, the Company shall pay all
expenses,  taxes  and  other  charges payable in connection with any transfer or
replacement of this Warrant, other than stock transfer taxes (if any) payable in
connection  with  a  transfer  of  this  Warrant,  which shall be payable by the
Holder.  Holder  will  not transfer this Warrant and the rights hereunder except
in  compliance  with  federal  and  state  securities  laws.

SECTION  7.  Mergers,  Consolidation,  Sales.  In  the  case  of  any  proposed
             -------------------------------
consolidation or merger of the Company with another entity, or the proposed sale
of  all  or  substantially all of its assets to another person or entity, or any
proposed reorganization or reclassification of the capital stock of the Company,
then,  as  a  condition  of  such consolidation, merger, sale, reorganization or
reclassification, lawful and adequate provision shall be made whereby the Holder
of  this  Warrant  shall thereafter have the right to receive upon the basis and
upon  the  terms  and  conditions specified herein, in lieu of the shares of the
Common  Stock of the Company immediately theretofore purchasable hereunder, such


<PAGE>
shares  of  stock, securities or assets as may (by virtue of such consolidation,
merger,  sale,  reorganization  or  reclassification)  be issued or payable with
respect  to  or  in  exchange  for  the  number  of  shares of such Common Stock
purchasable  hereunder  immediately  before  such  consolidation,  merger, sale,
reorganization  or  reclassification.  In  any  such  case appropriate provision
shall  be  made  with  respect to the rights and interests of the Holder of this
Warrant  to the end that the provisions hereof shall thereafter be applicable as
nearly  as  may  be,  in  relation  to any shares of stock, securities or assets
thereafter  deliverable  upon  the  exercise  of  this  Warrant.

SECTION  8.  Notice  of Dissolution or Liquidation.  In case of any distribution
             -------------------------------------
of  the  assets  of  the  Company  in  dissolution  or liquidation (except under
circumstances  when  the  foregoing  Section 7 shall be applicable), the Company
shall give notice thereof to the Holder hereof and shall make no distribution to
shareholders  until  the expiration of thirty (30) days from the date of mailing
of  the  aforesaid  notice and, in any case, the Holder hereof may exercise this
Warrant  within thirty (30) days from the date of the giving of such notice, and
all  rights  herein granted not so exercised within such thirty-day period shall
thereafter  become  null  and  void.

SECTION 9.  Notice of Extraordinary Dividends.  If the Board of Directors of the
            ---------------------------------
Company  shall  declare  any  dividend or other distribution on its Common Stock
except  out of earned surplus or by way of a stock dividend payable in shares of
its Common Stock, the Company shall mail notice thereof to the Holder hereof not
less  than  thirty  (30)  days  prior  to  the record date fixed for determining
shareholders entitled to participate in such dividend or other distribution, and
the  Holder  hereof shall not participate in such dividend or other distribution
unless  this  Warrant is exercised prior to such record date.  The provisions of
this  Section  9  shall  not  apply  to  distributions  made  in connection with
transactions  covered  by  Section  7.

SECTION  10.  Fractional Shares.  Fractional shares shall not be issued upon the
              -----------------
exercise  of this Warrant but in any case where the Holder would, except for the
provisions  of  this Section 10, be entitled under the terms hereof to receive a
fractional  share upon the complete exercise of this Warrant, the Company shall,
upon  the  exercise  of this Warrant for the largest number of whole shares then
called  for,  pay  a  sum  in  cash  equal  to  the  excess of the value of such
fractional  share  (determined in such reasonable manner as may be prescribed in
good  faith by the Board of Directors of the Company) over the Warrant Price for
such  fractional  share.

SECTION  11.  Special  Arrangements  of  the Company.  The Company covenants and
              --------------------------------------
agrees  that  during  the Term of this Warrant, unless otherwise approved by the
Holder  of  this  Warrant:

     11.1.     Will  Reserve Shares.  The Company will reserve and set apart and
               --------------------
have  available  for  issuance  at  all  times,  free  from  preemptive or other
preferential  rights,  the  number  of  shares of authorized but unissued Common
Stock  deliverable  upon  the  exercise  of  this  Warrant.

     11.2.     Will  Not  Amend  Certificate.  The  Company  will  not amend its
               -----------------------------
Certificate  of  Incorporation  to  eliminate  as an authorized class of capital
stock  that  class  denominated  as  "Common  Stock"  on  the  date  hereof.

     11.3.     Will  Bind  Successors.  This  Warrant  shall be binding upon any
               ----------------------
corporation  or  other  person  or  entity  succeeding to the Company by merger,
consolidation  or  acquisition  of  all  or  substantially  all of the Company's
assets.


<PAGE>
SECTION  12.  Registration  Rights;  etc.
              --------------------------

     12.1.     Certain  Definitions.  As  used in this Section 12, the following
               --------------------
terms  shall  have  the  following  respective  meanings:

     "Commission" shall mean the Securities and Exchange Commission or any other
federal  agency  at  the  time  administering  the  Securities  Act.

     "Registrable  Securities"  shall  mean  the Warrant Shares less any Warrant
Shares  theretofore  sold  to  the  public  or  in  a  private  placement.

     The  terms  "register,"  "registered"  and  "registration" shall refer to a
registration  effected  by  preparing  and  filing  a  registration statement in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  effectiveness  of  such  registration  statement.

     "Registration  Expenses" shall mean all expenses incurred by the Company in
compliance  with  Section  12.2  hereof,  including,  without  limitation,  all
registration  and  filing  fees,  printing  expenses,  fees and disbursements of
counsel  for  the  Company,  blue  sky fees and expenses, and the expense of any
special  audits  incident to or required by any such registration (but excluding
the compensation of regular employees of the Company, which shall be paid in any
event  by  the  Company).

     "Selling  Expenses"  shall  mean  all  underwriting  discounts  and selling
commissions  applicable  to  the  sale  of  Registrable Securities, all fees and
disbursements  of  counsel  for  any  Holder  and any blue sky fees and expenses
excluded  from  the  definition  of  "Registration  Expenses."

     "Holder" shall mean any holder of outstanding Warrant Shares or Registrable
Securities  which  (except  for  purposes of determining "Holders" under Section
12.5  hereof)  have  not  been  sold  to  the  public.

     "Other  Shareholders"  shall  mean holders of securities of the Company who
are entitled by contract with the Company or who are permitted by the Company to
have  securities  included  in  a  registration  of  the  Company's  securities.

     12.2.     Company  Registration.
               ---------------------

          (a)     Notice  of  Registration.  If  the  Company shall determine to
                  ------------------------
register  any  of  its securities either for its own account or the account of a
security  holder  or  holders,  other  than  a  registration  relating solely to
employee  benefit  plans, or a registration relating solely to a Commission Rule
145  transaction,  or  a  registration  on  any registration form which does not
permit  secondary  sales,  the  Company  will:

               (i)     promptly  give  to  each  Holder  written  notice thereof
(which shall include a list of the jurisdictions in which the Company intends to
attempt  to qualify such securities under the applicable blue sky or other state
securities  laws);  and

               (ii)     include  in  such  registration  (and  any  related
qualification  under blue sky laws or other compliance), and in any underwriting
involved  therein, all the Registrable Securities specified in a written request
or  requests,  made  by any Holder within fifteen (15) days after receipt of the
written  notice  from  the Company described in clause (i) above, subject to any
limitations  on  the  number  of  shares  as set forth in Section 12.2(b) below.


<PAGE>
          PROVIDED, it is understood and agreed that the registration rights set
forth  in this section 12.2 shall not apply to any registration occurring within
90  days  of  the  date  of  this  Warrant.

          (b)     Underwriting.  If  the registration of which the Company gives
                  ------------
notice  is  for  a  registered  public  offering  involving an underwriting, the
Company shall so advise the Holders as part of the written notice given pursuant
to  Section  12.2(a)(i).  In such event, the right of any Holder to registration
pursuant  to  Section 12.2 shall be conditioned upon such Holder's participation
in  such  underwriting and the inclusion of such Holder's Registrable Securities
in  the  underwriting  to  the extent provided herein.  All Holders proposing to
distribute  their  securities through such underwriting shall (together with the
Company,  directors  and  officers and the Other Shareholders distributing their
securities  through  such  underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for underwriting by
the  Company.

     Notwithstanding  any  other  provision  of  this  Section  12.2,  if  the
underwriter determines that marketing factors require a limitation on the number
of  shares  to  be  underwritten, the underwriter may (subject to the allocation
priority  set  forth below) exclude from such registration and underwriting some
or  all  of  the  Registrable  Securities  which would otherwise be underwritten
pursuant  hereto.  The  Company  shall  so  advise  all  holders  of  securities
requesting  registration,  and  the  number  of  shares  of  securities that are
entitled  to be included in the registration and underwriting shall be allocated
in  the  following  manner.  The  number  of  shares that may be included in the
registration  and underwriting on behalf of such Holders, directors and officers
and  Other  Shareholders  shall  be  allocated among such Holders, directors and
officers  and Other Shareholders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities and other securities which they had
requested  to  be  included  in  such  registration  at  the  time of filing the
registration  statement.

     If  any  Holder of Registrable Securities or any officer, director or Other
Shareholder disapproves of the terms of any such underwriting, it, he or she may
elect  to  withdraw  therefrom  by  written  notice  to  the  Company  and  the
underwriter.  Any  Registrable  Securities  or  other  securities  excluded  or
withdrawn  from  such  underwriting  shall  be withdrawn from such registration.

     12.3.     Registration  Rights.  In  the  event  that  the  Company  grants
               --------------------
registration  rights,  including demand registration rights, to any other holder
of  securities  of  the  Company,  the  Company will promptly give to the Holder
written  notice  thereof  and, if in the opinion of the Holder such registration
rights  are  more  favorable  than  the  registration rights provided under this
Warrant,  the  Holder  shall  so  notify  the Company within thirty (30) days of
receipt  of  the  foregoing notice from the Company, whereupon such registration
rights  shall  automatically  be  deemed  to  be  incorporated  in this Warrant.

     12.4.     Expenses  of  Registration.  The  Company  shall  bear  all
               --------------------------
Registration  Expenses  incurred  in  connection  with  any  registration,
qualification  and  compliance  by  the Company pursuant to Section 12.2 hereof.
All  Selling  Expenses  shall  be  borne  by  the  holders  of the securities so
registered  pro  rata  on the basis of the number of their shares so registered.

     12.5.     Registration  Procedures.  In  the  case  of  each  registration
               ------------------------
effected  by the Company pursuant to this Section 12, the Company will keep each
Holder  advised  in  writing as to the initiation of each registration and as to
the  completion  thereof.  The  Company  will,  at  its  expense:


<PAGE>
          (a)     keep  such  registration effective for a period of one hundred
twenty (120) days or until the Holder or Holders have completed the distribution
described  in  the  registration  statement  relating  thereto,  whichever first
occurs;

          (b)     furnish  such  number  of  prospectuses  and  other  documents
incident  thereto  as  a  Holder  from  time to time may reasonably request; and

          (c)     use  its  best  efforts to register or qualify the Registrable
Securities  under  the securities laws or blue-sky laws of such jurisdictions as
any  Holder  may  request;  provided,  however,  that  the  Company shall not be
obligated  to  register or qualify such Registrable Securities in any particular
jurisdiction in which the Company would be required to execute a general consent
to  service  of  process  in order to effect such registration, qualification or
compliance,  unless  the  Company  is  already  subject  to  service  in  such
jurisdiction  and  except as may be required by the Securities Act or applicable
rules  or  regulations  thereunder.

     12.6.     Indemnification.
               ---------------

          (a)     The  Company, with respect to each registration, qualification
and  compliance  effected  pursuant  to this Section 12, will indemnify and hold
harmless each Holder, each of its officers, directors, partners, and agents, and
each party controlling such Holder, and each underwriter, if any, and each party
who  controls  any  underwriter,  against  all  claims,  losses,  damages  and
liabilities  (or  actions  in  respect  thereof)  arising out of or based on any
untrue  statement  (or alleged untrue statement) of a material fact contained in
any  prospectus,  offering  circular  or  other  document (including any related
registration  statement,  notification  or  the  like)  incident  to  any  such
registration,  qualification or compliance, or based on any omission (or alleged
omission)  to  state  therein  a  material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the  Company  and  relating  to  action  or  inaction required of the Company in
connection  with  any  such  registration, qualification or compliance, and will
reimburse  each  such  Holder,  each  of  its officers, directors, partners, and
agents,  and  each party controlling such Holder, each such underwriter and each
party  who  controls  any such underwriter, for any legal and any other expenses
incurred  in  connection  with  investigating or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such  case to the extent that any such claim, loss, damage, liability or expense
arises  out of or is based on any untrue statement or omission based solely upon
written  information  furnished to the Company by such Holder or underwriter, as
the  case  may  be,  and  stated  to  be specifically for use in any prospectus,
offering  circular  or  other  document  (including  any  related  registration
statement,  notification  or  the  like)  incident  to  any  such  registration,
qualification  or  compliance.

          (b)     Each  Holder  and  Other  Shareholder  will,  if  Registrable
Securities  held  by  it,  him or her are included in the securities as to which
such  registration, qualification or compliance is being effected, indemnify and
hold  harmless  the  Company,  each  of  its  directors  and  officers  and each
underwriter,  if any, of the Company's securities covered by such a registration
statement,  each  party who controls the Company or such underwriter, each other
such  Holder  and  Other  Shareholder  and  each  of  their respective officers,
directors, partners, and agents, and each party controlling such Holder or Other
Shareholder,  against all claims, losses, damages and liabilities (or actions in
respect  thereof)  arising  out  of or based on any untrue statement (or alleged
untrue  statement)  of  a  material  fact  contained  in  any  such registration
statement,  prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or  necessary  to make the statements therein not misleading, and will reimburse
the Company and such Holders, Other Shareholders, directors, officers, partners,
agents,  parties,  underwriters  or  control  persons for any legal or any other


<PAGE>
expenses  reasonably  incurred in connection with investigating or defending any
such  claim,  loss, damage, liability or action, in each case to the extent, but
only  to the extent, that such untrue statement (or alleged untrue statement) or
omission  (or  alleged  omission)  is  made  in  such  registration  statement,
prospectus,  offering  circular or other document solely in reliance upon and in
conformity  with  written information furnished to the Company by such Holder or
Other  Shareholder  and  stated  to  be  specifically for use in any prospectus,
offering  circular  or  other  document  (including  any  related  registration
statement,  notification  or  the  like)  incident  to  any  such  registration,
qualification  or  compliance;  provided,  however, that the obligations of such
Holders  and Other Shareholders hereunder shall be limited to an amount equal to
the  proceeds  to  each  such  Holder or Other Shareholder of securities sold as
contemplated  herein.

          (c)     Each party entitled to indemnification under this Section 12.5
(the  "Indemnified  Party")  shall  give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party  to assume the defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel  for the Indemnifying
Party,  who  shall conduct the defense of such claim or any litigation resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be  withheld),  and  the Indemnified Party may participate in such
defense  at  such  party's expense (unless the Indemnified Party shall have been
advised  by  counsel  that  actual  or potential differing interests or defenses
exist  or may exist between the Indemnifying Party and the Indemnified Party, in
which  case  such expense shall be paid by the Indemnifying Party), and provided
further  that  the  failure  of any Indemnified Party to give notice as provided
herein  shall  not  relieve the Indemnifying Party of its obligations under this
Section  12.  No  Indemnifying  Party,  in  the  defense  of  any  such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry  of any judgment or enter into any settlement which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  of  a release from all liability in respect to such claim or
litigation.  Each  Indemnified  Party  shall  provide such information as may be
reasonably  requested  by  an  Indemnifying  Party  in  order  to  enable  such
Indemnifying  Party  to  defend  a  claim  as  to  which  indemnity  is  sought.

     12.7.     Information  by  Holder.  Each  Holder of Registrable Securities,
               -----------------------
and  each  Other  Shareholder  holding  securities included in any registration,
shall  furnish  to  the  Company such information regarding such Holder or Other
Shareholder  as  the  Company  may reasonably request in writing and as shall be
reasonably  required  in  connection  with  any  registration,  qualification or
compliance  referred  to  in  this  Section  12.

     12.8.     Rule 144 Reporting.  With a view to making available the benefits
               ------------------
of  certain rules and regulations of the Commission which may permit the sale of
the  Registrable  Securities  to  the  public  without registration, the Company
agrees  to:

          (a)     Make and keep public information available, as those terms are
understood  and  defined in Rule 144 under the Securities Act, at all times from
and  after  ninety  (90)  days  following  the  effective  date  of  the  first
registration  under  the  Securities Act filed by the Company for an offering of
its  securities  to  the  general  public;

          (b)     File  with  the  Commission in a timely manner all reports and
other  documents  required  of  the  Company  under  the  Securities Act and the
Securities  Exchange  Act  of  1934, as amended (the "Exchange Act") at any time
after  it  has  become  subject  to  such  reporting  requirements;  and


<PAGE>
          (c)     So long as the Holder owns any Registrable Securities, furnish
to the Holder forthwith upon request a written  statement by the  Company as  to
its compliance with the reporting requirements of Rule 144 (at any time from and
after  ninety  (90)  days following the effective date of the first registration
statement  in  connection  with  an  offering  of  its Securities to the general
public),  and  of  the Securities Act and the Exchange Act (at any time after it
has  become  subject  to such reporting requirements), a copy of the most recent
annual  or quarterly report of the Company, and such other reports and documents
so  filed as the Holder may reasonably request in availing itself of any rule or
regulation  of  the  Commission  allowing the Holder to sell any such securities
without  registration.

SECTION  13.  Notices.  Any notice or other document required or permitted to be
              -------
given  or delivered to the Holder shall be delivered at, or sent by certified or
registered mail to, the Holder at 15260 Ventura Blvd., Suite 1240, Sherman Oaks,
California  91403, with a copy to Holder at Riverway II, West Office Tower, 9399
West Higgins Road, Rosemont, Illinois  60018, Attention:  Legal Department or to
such other address as shall have been furnished to the Company in writing by the
Holder.  Any  notice  or  other  document  required  or permitted to be given or
delivered  to  the  Company  shall  be  delivered  at,  or  sent by certified or
registered  mail  to,  the  Company at One Millenium Way, Branchburg, New Jersey
08867,  or  to such other address as shall have been furnished in writing to the
Holder  by  the  Company.  Any  notice  so addressed and mailed by registered or
certified  mail  shall  be  deemed  to  be  given  when so mailed. Any notice so
addressed  and  otherwise  delivered  shall  be deemed to be given when actually
received  by  the  addressee.

SECTION  14.  No  Rights  as Stockholder; Limitation of Liability.  This Warrant
              ---------------------------------------------------
shall  not  entitle  the  Holder  to  any  of the rights of a shareholder of the
Company  except upon exercise in accordance with the terms hereof.  No provision
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common  Stock, and no mere enumeration herein of the rights or privileges of the
Holder,  shall  give  rise  to any liability of the Holder for the Warrant Price
hereunder or as a shareholder of the Company, whether such liability is asserted
by  the  Company  or  by  creditors  of  the  Company.

SECTION  15.  Law  Governing.  THE  VALIDITY, INTERPRETATION, AND ENFORCEMENT OF
              --------------
THIS  WARRANT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE  STATE  OF  ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

SECTION  16.  Miscellaneous.

          (a)     This  Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by both parties
(or  any  respective  predecessor  in  interest  thereof).  The headings in this
Warrant  are  for purposes of reference only and shall not affect the meaning or
construction  of  any  of  the  provisions  hereof

          (b)     All  capitalized  terms  used herein and not otherwise defined
herein  shall  have  the  meanings  ascribed  to  them  in  the  Loan Agreement.


<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer  on  December  6,  1999.



                               LifeCell  Corporation
[CORPORATE  SEAL]
                               By:
                               --------------------------------------
                               Title:
                               --------------------------------------


<PAGE>
                           FORM OF NOTICE OF EXERCISE

                [To be signed only upon exercise of the Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


     The  undersigned hereby exercises the right to purchase _________ shares of
Common  Stock  which the undersigned is entitled to purchase by the terms of the
within  Warrant  according  to  the  conditions  thereof,  and  herewith

[check  one]
               o     makes  payment  of  $               therefor;  or
                                          ---------------

               o    directs the Company to issue shares,  and to withhold shares
                    in lieu of payment of the Warrant  Price,  as  described  in
                    Section 2.1 of the Warrant.

All  shares  to be issued pursuant hereto shall be issued in the name of and the
initial  address  of such person to be entered on the books of the Company shall
be:



     The shares are to be issued in certificates of the following denominations:



                               --------------------------------------
                               [Type  Name  of  Holder]


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


Dated:
      -----------


<PAGE>
                               FORM OF ASSIGNMENT
                                    (ENTIRE)

               [To be signed only upon transfer of entire Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

     FOR  VALUE  RECEIVED                              hereby sells, assigns and
                           ---------------------------
transfers  unto                                   all  rights of the undersigned
                 -------------------------------
under  and  pursuant  to  the  within  Warrant,  and the undersigned does hereby
irrevocably  constitute  and appoint                                 Attorney to
                                     -------------------------------
transfer  the  said  Warrant  on  the  books  of the Company, with full power of
substitution.



                               --------------------------------------
                               [Type  Name  of  Holder]


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


Dated:
      -----------


NOTICE

     The  signature  to  the foregoing Assignment must correspond to the name as
written  upon  the  face  of  the  within  Warrant  in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.


<PAGE>
                               FORM OF ASSIGNMENT
                                    (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

     FOR  VALUE  RECEIVED                             hereby  sells, assigns and

                           -------------------------
transfers unto                                 (i) the rights of the undersigned
               -------------------------------
to purchase     shares of Common Stock under and pursuant to the within Warrant,
            ---
and (ii) on a non-exclusive basis, all other rights of the undersigned under and
pursuant  to  the within Warrant, it being understood that the undersigned shall
retain,  severally  (and  not  jointly) with the transferee(s) named herein, all
rights  assigned  on  such  non-exclusive  basis.  The  undersigned  does hereby
irrevocably  constitute  and  appoint                               Attorney  to
                                      ------------------------------
transfer  the  said  Warrant  on  the  books  of the Company, with full power of
substitution.



                               --------------------------------------
                               [Type  Name  of  Holder]


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


Dated:
      -----------



NOTICE

     The  signature  to  the foregoing Assignment must correspond to the name as
written  upon  the  face  of  the  within  Warrant  in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.


<PAGE>