Exhibit 10.17


                            FIRST AMENDMENT TO LEASE


                                 BY AND BETWEEN:

                            MAURICE M. WEILL, TRUSTEE
                             FOR BRANCHBURG PROPERTY

                                   "Landlord"

                                      -and-

                              LIFECELL Corporation,
                             a Delaware corporation

                                    "Tenant"


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                              DATED:  April 7, 2000
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                                   LAW OFFICES

                        EPSTEIN, BROWN, MARKOWITZ & GIOIA
                           A Professional Corporation
                             245 Green Village Road
                                  P.O. Box 901
                         Chatham Township, NJ 07928-0901
                                 (201) 593-4900
                               Fax (201) 593-4966
                     U:\USERS\IN\MMW\30094.016\1STAMEND.002
                                 March 31, 2000


<PAGE>
     FIRST  AMENDMENT  TO LEASE, made the 3rd day of April, 2000, by and between
MAURICE  M.  WEILL,  TRUSTEE  FOR  BRANCHBURG  PROPERTY  having  an office at 51
Commerce  Street,  Springfield,  New  Jersey  07081  (hereinafter  called  the
"Landlord");  and LIFECELL CORPORATION, a Delaware corporation, having an office
at  3606  Research Forest Drive, The Woodlands, Texas 77381, (hereinafter called
the  "Tenant").

                              W I T N E S S E T H:

     WHEREAS,  the  Landlord  owns certain lands and premises in the Township of
Branchburg, County of Somerset and State of New Jersey, which lands and premises
are  known as Lot 1.01 in Block 61, upon which there has been erected a building
containing approximately 89,960 square feet (hereinafter called the "Building");
and

     WHEREAS,  the  Landlord  and  Tenant have heretofore entered into a certain
lease  agreement  dated  June  17,  1999, as amended by First Amendment to Lease
dated September 21, 1999 (hereinafter collectively called the "Lease"), pursuant
to  which  Tenant  has  leased  58,296  square  feet  of  space  of the Building
(hereinafter  called the "Original Leased Premises"), all in accordance with the
terms  and  conditions  of  the  Lease;  and

     WHEREAS,  the Landlord has agreed to provide and lease to Tenant additional
space containing approximately 31,664 square feet, outside outside dimensions to
center line of common wall (hereinafter called the "Additional Leased Premises")
as  shown  on  Schedule "A" annexed hereto and made a part hereof, in accordance
with  the  terms  and  conditions  hereinafter  provided;  and

     WHEREAS,  the Landlord and Tenant by this Second Amendment to Lease wish to
modify,  supplement  and  amend the terms and conditions of the Lease to provide
for  additional  rent  and other Lease obligations as the same shall be required
and  attributable  to  the  Additional  Leased  Premises,

     WHEREAS,  the  Landlord  and  Tenant  have agreed to revise the term of the
Lease to reflect a period of ten (10) years and six (6) months, which term shall
commence  as  of  June  1,  2000  and  shall  expire  on  November  30,  2010.

     NOW, THEREFORE, in consideration of the sum of ONE ($1.00) DOLLAR and other
good  and  valuable  consideration,  the  parties  hereto  covenant and agree as
follows:


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     1.  The Lease is hereby revised to reflect a new term of ten (10) years and
six  (6)  months,  which Lease term shall commence as of June 1, 2000, and shall
expire  as  of  November  30,  2010,  hereinafter  called  the  "Revised  Term".

     2.  The Leased Premises shall consist of the 58,296 square feet of Original
Leased  Premises, together with the Additional Leased Premises containing 31,664
square  feet  of  space in the building, which total leased space shall comprise
89,960  square  feet  (hereinafter  called  the  "Revised  Leased Premises") and
Article  1.1  of  the  Lease  is  hereby  modified  accordingly.

     3.  The  Lease  term  applicable  to  the  Additional Leased premises shall
commence  on  June  1,  2000  (hereinafter  called  the "Additional Commencement
Date"),  and  shall  expire  as  to the Revised Leased Premises, on November 30,
2010.

     4.  All of the terms and conditions of the Lease shall continue to apply to
the  Original  Leased  Premises  until  the  Additional  Commencement  Date.

     5.  Commencing with the Additional Commencement Date, the Base Rent for the
Revised  Leased  premises shall be the following annual Base Rent, payable as in
Article  4.1  of  the  Lease  provided:

          (a)  During  the  period  from June 1, 2000 through November 30, 2000,
Tenant  shall  pay  Base Rent in the amount of FIVE HUNDRED THIRTY NINE THOUSAND
TWO  HUNDRED  THIRTY EIGHT AND 00/100 ($539,238.00 DOLLARS per annum, payable in
equal installments in the sum of FORTY FOUR THOUSAND NINE HUNDRED THIRTY SIX AND
50/100  ($44,936.50  DOLLARS  per  month.

          (b) During the period from December 1, 2000 through December 31, 2004,
Tenant  shall pay Base Rent in the amount of EIGHT HUNDRED THIRTY THREE THOUSAND
TWO  HUNDRED THIRTY EIGHT AND 00/100 ($833,238.00) DOLLARS per annum, payable in
equal installments in the sum of SIXTY NINE THOUSAND FOUR HUNDRED THIRTY SIX AND
50/100  ($69,436.50)  DOLLARS  per  month.

          (c)  During the period from January 1, 2005 through November 30, 2005,
Tenant  shall pay Base Rent in the amount of EIGHT HUNDRED EIGHTY EIGHT THOUSAND
SIX  HUNDRED  NINETEEN  AND  20/100  ($888,619.20) DOLLARS per annum, payable in
equal  installments  in  the  sum  of SEVENTY FOUR THOUSAND FIFTY ONE AND 60/100
($74,051.60)  DOLLARS  per  month.


<PAGE>
          (d) During the period from December 1, 2005 through November 30, 2010,
Tenant  shall  pay  Base  Rent  in  the amount of NINE HUNDRED NINETEEN THOUSAND
NINETEEN  AND  20/100  ($919,019.20)  DOLLARS  per  annum,  payable  in  equal
installments  in  the  sum  of SEVENTY SIX THOUSAND FIVE HUNDRED EIGHTY FOUR AND
93/100  ($76,584.93)  DOLLARS  per  month.

          (e)  Tenant  shall  pay,  in  addition  to  the  Base Rent hereinabove
provided,  all  other  charges  as  in  the  lease  required  and  as  shall  be
attributable  to  the  Revised  Leased  Premises.

     6.  Tenant's  Percentage,  as  solely  applicable  to the Additional Leased
Premises,  is  hereby  deemed  to  be  35.2%.  The  Base Year for computation of
operating  cost  and  tax  escalations,  as  solely applicable to the Additional
Leased  Premises,  shall  be deemed to mean the period from June 1, 2000 through
May  31,  2001.

     7.  The  Additional  Leased Premises shall be delivered to Tenant in an "as
is" condition, except that Landlord hereby agrees that it shall contribute up to
the  sum  of  FOUR HUNDRED TWENTY THOUSAND AND 00/100 ($420,000.00) DOLLARS (the
"Tenant's  Allowance")  toward the cost of installation of leasehold improvement
within  the  Additional  Leased  Premises.  Landlord  shall  contribute Tenant's
Allowance to Tenant in accordance with the provisions or Articles 3.1 and 3.2 of
the  Lease,  at  such time as Tenant desires to construct leasehold improvements
within  the  Additional  Leased  Premises.

     8.  (a)  Upon  execution  of the within Second Amendment to Lease, Landlord
will  apply  for  site plan and subdivision approval so as to produce additional
parking  spaces  to service the Building, based upon Tenant's utilization of the
Additional  Leased Premises as office space.  It is estimated that an additional
2.0  acres  of  land  will  be  necessary  to  accommodate  Tenant's  parking
requirements.  Tenant shall be responsible to reimburse Landlord, as hereinafter
set  forth,  for  the  cost of such land (the "Land Cost").  For the purposes of
this paragraph, the Land Cost to be amortized is equal to THREE HUNDRED THOUSAND
AND  00/100  ($300,000.00)  DOLLARS  (based  upon  2  acres at one hundred fifty
thousand  and  00/100  ($150,000.00)  DOLLARS  per acre); the Land Cost shall be
adjusted  in the event the area required for Tenant's additional parking is more
than 2.1 acres or less than 1.9 acres, based upon ONE HUNDRED FIFTY THOUSAND AND
00/100  ($150,000.00) DOLLARS per acre.  The Land Cost shall be amortized over a
twenty  (20) year period and Tenant shall reimburse Landlord for that portion of
such  amortized  cost  as  is  applicable  to  the  revised  Term  of the Lease,
commencing  on  December  1,  2000.  For  example, in the event the Land Cost is


<PAGE>
equal  to  three hundred thousand and 00/100 ($300,000.00) dollars, Tenant shall
reimburse  Landlord,  as  additional  rent,  the  amount of FIFTEEN THOUSAND AND
00/100  ($15,000.00)  DOLLARS  per  annum,  payable in equal installments of ONE
THOUSAND  TWO  HUNDRED  FIFTY  AND 00/100 ($1,250.00) DOLLARS per month.  Tenant
shall  continue  to reimburse Landlord for the Land Cost during any extension or
renewal of the lease term, for a period of ten years following the expiration of
the Revised Term.  In the event the term of the Lease is not renewed or extended
(for  a  full ten years), or in the event of any termination of this Lease prior
to its scheduled expiration date, Tenant shall be responsible to pay to Landlord
the  full  unamortized  portion  of  the  Land  Cost  which is then outstanding.

     (b)  Tenant  also  agrees  that  it  shall reimburse Landlord for all costs
incurred  by Landlord in obtaining site plan and subdivision approval, including
engineering  fees,  application  and  permit  fees,  expert  fees,  reasonable
attorney's  fees  and  all  other  costs  incurred  by Landlord in obtaining the
required  approvals,  as  well as for the cost of construction of the additional
parking  area  to  be  located  on the Property (the "Approvals and Construction
Cost").  The  Approvals  and  Construction  Cost  shall  be  amortized over that
portion  of  the  Revised  Term  which is remaining at the time of completion of
construction  of  said parking area, together with interest at the prime rate of
Valley national Bank, plus two (2%) percent, which interest rate shall be set at
the  time  of  completion  of  construction.  For  example, if the Approvals and
Construction  Cost  shall  equal  ONE  HUNDRED  FIFTY  THOUSAND  AND  00/100
($150,000.00)  DOLLARS,  if the prime rate of Valley National Bank is seven (7%)
percent  and if there are nine (9) years then remaining within the Revised Term,
Tenant  shall be responsible to reimburse the Approvals and Construction Cost to
Landlord  at  the rate of TWO THOUSAND THIRTY ONE AND 44/100 ($2,031.44) DOLLARS
per  month.  In  the  event  of  any  termination  of  this  Lease  prior to the
expiration  of  the Revised Term, Tenant shall be responsible to pay to Landlord
the  full  unamortized  portion  of the Approvals and Construction Cost which is
then  outstanding.

     9. Upon execution of the within Second Amendment to Lease, the Tenant shall
deliver  the  sum of forty nine thousand hundred and 00/100 ($49,000.00) dollars
to the Landlord as additional security to be held by Landlord in accordance with
the  provisions  of Article 49 of the Lease.  Accordingly, the Landlord shall be
holding  a  total  cash security deposit in the amount of ONE HUNDRED FORTY NINE
THOUSAND  AND  00/100  ($149,000.00) DOLLARS.  Article 49 of the Lease is hereby
further  amended  to  provide  that  the  Letter of Credit may be reduced by the
amount which is the greater of (a) ten percent per annum or (b) the sum of FIFTY
THOUSAND  AND 00/100 ($50,000.00) DOLLARS per annum at the end of each year that
Tenant  produces  a net profit of one million and 00/100 ($1,000,000.00) dollars
or  more.  If  at  the  end of the fifth year of the lease term Tenant has a net
worth  exceeding the sum of FIFTEEN MILLION AND 00/100 ($15,000,000.00) DOLLARS,
and  provided  that  Tenant  has  been  profitable  for the prior four quarters,
Landlord  shall  return  the  Letter  of  Credit  to  Tenant.

     10.  Article  45.1  of  the Lease is hereby deleted in its entirety and the
following  Article  45.1  is  hereby  inserted  in  its  place  and  stead:

     "45.1  Provided  the  Tenant  is  not  in default pursuant to the terms and
conditions  of this lease, the Tenant is hereby given the right and privilege to
renew  the within lease for two successive five year periods, to commence at the
end  of  the  initial  term of this lease, which renewals shall be upon the same
terms  and  conditions  as  in  this  lease  contained,  except  as  follows:

          (1)  During  the first five year renewal period, Tenant shall pay Base
Rent  in  the  amount  of  ONE  MILLION  FIFTY  SEVEN THOUSAND THIRTY AND 00/100
($1,057,030.00)  DOLLARS  per  annum, in equal installments in the sum of eighty
eight thousand eight five and 83/100 ($88,085.83) dollars per month, in the same
manner  as  required  by  Article  3  hereof;  and


<PAGE>
          (2)  During the second five year renewal period, Tenant shall pay Base
Rent  in  the  amount  of ONE MILLION TWO HUNDRED FOURTEEN THOUSAND FOUR HUNDRED
SIXTY AND 00/100 ($1,214,460.00) DOLLARS per annum, in equal installments in the
sum  of  ONE  HUNDRED  ONE  THOUSAND  TWO  HUNDRED FIVE AND 00/100 ($101,205.00)
DOLLARS  per  month,  in  the  same  manner  as  required  by Article 3 hereof."

     11.  Except  as in this Second Amendment to Lease provided, all other terms
and  conditions  of the Lease shall remain in full force and effect and shall be
applicable  to  the  Additional Leased Premises upon the Additional Commencement
Date.

     12.  This  Agreement  shall  be binding on the parties hereto, their heirs,
successors  and  assigns.

     13.  The  submission of the within Second Amendment to Lease by landlord to
Tenant  for review and approval shall not be deemed an option to lease, an offer
to lease, or a reservation of the Additional Leased Premises in favor of Tenant,
it  being intended that no rights or obligations shall be created by Landlord or
Tenant  until the execution and delivery of the within Second Amendment to Lease
by  Landlord  and  Tenant,  one  to  the  other.

     IN  WITNESS WHEREOF, the parties have hereunto set their hands and seals or
cause  these  presents  to be signed by its proper corporate officers and caused
its  proper  corporate seal to be hereunto affixed, the day and year first above
written.


WITNESS:

/s/  Helen  Goldberg                         /s/  Maurice  M.  Weill
--------------------                         ----------------------------
                                             Maurice M. Weill,Trustee for
                                             Branchburg  Property

ATTEST:                                      LIFECELL  CORPORATION


/s/  Fenel  M.  Eloi                         By:/s/  P.  Thomas
--------------------                         ----------------------------
                                             President,  CEO


<PAGE>
STATE OF NEW JERSEY  )
                     )    SS.
COUNTY  OF  UNION    )

BE  IT  REMEMBERED,  that  on  this  7th  day  of  April,  2000,  before me, the
subscriber,  a  Notary Public, personally appeared Maurice M. Weill on behalf of
MAURICE  M.  WEILL, TRUSTEE FOR BRANCHBURG PROPERTY, who, I am satisfied, is the
Landlord  mentioned in the within Instrument, and thereupon he acknowledged that
he  signed,  sealed and delivered the same as his act and deed, for the uses and
purposes  therein  expressed.


                                             /s/  Helen  Goldberg
                                             ----------------------------
                                             Helen  Goldberg
                                             Notary Public of New Jersey
                                             My  Commission  Expires
                                             March  20,2004



STATE OF NEW JERSEY  )
                     )    SS.
COUNTY  OF  UNION    )

BE  IT  REMEMBERED,  that  on  this  3rd  day  of  April,  2000,  before me, the
subscriber,  Elizabeth  Hendershot,  personally  appeared Paul Thomas, who, I am
satisfied,  is  the person who signed the within Instrument as President, CEO of
LIFECELL  CORPORATION,  a  Delaware Corporation, the Tenant named herein, and he
thereupon  acknowledged  that  the  said  instrument made by the Corporation and
sealed  with  its corporate seal, was signed, sealed with the corporate seal and
delivered  by  him  as  such  officer  and  is the voluntary act and deed of the
Corporation,  made  by  virtue  of  authority  from  the  Board  of  Directors.


                                             /s/  Elizabeth  Hendershot
                                             ----------------------------




PREPARED  BY:  ROBERT  K.  BROWN,  ESQ.

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