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                                                                EXHIBIT 3.1


                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              LIFECELL CORPORATION

                    (Originally incorporated under the name
              "Successor LifeCell Corporation" on January 6, 1992)


         First:  The name of the Corporation is LifeCell Corporation.

         Second:  The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street in the City
of Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

         Third:  The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         Fourth:  The total number of shares of capital stock that the
Corporation shall have authority to issue is 14,500,000, of which 2,000,000
shares of the par value of $.001 per share shall be a class designated
Preferred Stock ("Preferred Stock"), and 12,500,000 shares of the par value of
$.001 per share shall be a class designated Common Stock ("Common Stock").

         The voting powers, designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof, of the Preferred Stock and Common Stock,
and the authority with respect thereto expressly granted to the Board of
Directors of the Corporation, are as follows:

A.       Common Stock.

         1.      Voting Rights.  The holders of shares of Common Stock shall
have the following voting rights:

                 (a)      Each share of Common Stock shall entitle the holder
thereof to one vote on all matters submitted to a vote of the stockholders of
the Corporation.

                 (b)      Except as otherwise required by law or the provisions
of this Restated Certificate of Incorporation, the holders of shares of Common
Stock shall not be entitled to vote separately as a class on any matter
submitted to a vote of the stockholders of the Corporation.

         2.      Liquidation.  Subject to the provisions of this Restated
Certificate of Incorporation, in the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
after payment or provision for payment of any preferential amount due the
holders of shares of any other class or series of stock, the holders of shares
of Common Stock shall be entitled to receive





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ratably, based on the number of shares of Common Stock held by such holders,
any assets of the Corporation available for distribution to holders of Common
Stock.

         3.      Dividends.  Subject to the provisions of this Restated
Certificate of Incorporation, the Board of Directors, in its discretion, out of
funds legally available for the payment of dividends and at such times and in
such manner as determined by the Board of Directors, may declare and pay
dividends on the outstanding shares of Common Stock of the Corporation.

         4.      Reacquired Shares.  Any shares of Common Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever that have been
retired shall upon their retirement become authorized but unissued shares of
Common Stock.

B.       Preferred Stock.

         1.      Additional Series of Preferred Stock.

         The Board of Directors is hereby expressly vested with the authority
to adopt a resolution or resolutions providing for the issue of authorized but
unissued shares of Preferred Stock, which shares may be issued from time to
time in one or more series and in such amounts as may be determined by the
Board of Directors in such resolution or resolutions.  The voting powers,
designations, preferences and relative, participating, optional or other
special rights, if any, of each such series of Preferred Stock and the
qualifications, limitations or restrictions, if any, thereof (collectively the
"Series Terms"), shall be such as are stated and expressed in a resolution or
resolutions providing for the creation or revision of such Series Terms adopted
by the Board of Directors or, to the extent permitted by law, a committee of
the Board of Directors to which such responsibility is specifically and
lawfully delegated.

         2.      Series A Preferred Stock.

         The voting powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, of one series of Preferred Stock, the
Series A Preferred Stock, designated on November 9, 1994, are as follows:

                 (a)      Designation.  The designation of the series shall be
"Series A Preferred Stock" (the "Series A Preferred Stock").

                 (b)      Number.  The number of shares constituting the Series
A Preferred Stock shall be 300,000.

                 (c)      Voting Rights.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                          (i)     Except as required by law or Section
B.2.(c)(ii) of this Article Fourth, the holders of shares of Series A Preferred
Stock shall not have any right or power to vote on any question or in any
proceeding or to be represented at or to receive





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notice of any meeting or consent of stockholders.  On any matters on which the
holders of the Series A Preferred Stock shall be entitled to vote, each share
of Series A Preferred Stock shall entitle the holder thereof to one vote
multiplied by the number of shares of Common Stock into which such share of
Series A Preferred Stock is convertible on the record date for such vote.

                          (ii)    Without the vote or consent of the holders of
at least a majority of the shares of Series A Preferred Stock then outstanding,
the Corporation may not (A) authorize, create or issue, or increase the
authorized number of shares of, any class or series of capital stock ranking
prior to or on a parity with the Series A Preferred Stock either as to
dividends or liquidation, (B) authorize, create or issue any class or series of
common stock of the Corporation other than the Common Stock, (C) authorize any
reclassification of the Series A Preferred Stock, (D) authorize, create or
issue any securities convertible into capital stock prohibited by Section
B.2.(c)(ii)(A) or (B) of this Article Fourth, or (E) amend Section B.2 of this
Article Fourth.

                 (d)      Liquidation.

                          (i)     Preference.  Subject to the rights of the
holders of any other series of Preferred Stock ranking senior to or on a parity
with the Series A Preferred Stock with respect to liquidation and any other
class or series of capital stock of the Corporation ranking senior to or on a
parity with the Series A Preferred Stock with respect to liquidation, in the
event of any liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, the holders of record of the
issued and outstanding shares of Series A Preferred Stock shall be entitled to
receive, out of the assets of the Corporation available for distribution to the
holders of shares of Series A Preferred Stock, prior and in preference to any
distribution of any of the assets of the Corporation to the holders of Common
Stock or and any other series of Preferred Stock ranking junior to the Series A
Preferred Stock with respect to liquidation and any other class or series of
capital stock of the Corporation ranking junior to the Series A Preferred Stock
with respect to liquidation, an amount in cash per share equal to $20.00, plus
an amount equal to all dividends accrued and unpaid on each such share (whether
or not declared) up to the date fixed for distribution.  If, upon such
liquidation, dissolution or winding up of the affairs of the Corporation, the
assets of the Corporation distributable among the holders of Series A Preferred
Stock and any other series of Preferred Stock ranking on a parity therewith in
respect thereto or any class or series of capital stock of the Corporation
ranking on a parity therewith in respect thereto shall be insufficient to
permit the payment in full to all such holders of shares of the preferential
amounts payable to them, then the entire assets of the Corporation available
for distribution to such holders of shares shall be distributed ratably among
such holders in proportion to the respective amounts that would be payable per
share if such assets were sufficient to permit payment in full.  After payment
of the full amount to which they are entitled upon liquidation pursuant to this
Section B.2.(d)(i), the holders of shares of Series A Preferred Stock will not
be entitled to any further participation in any distribution of assets by the
Corporation.  Neither a consolidation or merger of the Corporation with another
corporation or other entity nor a sale, transfer, lease or exchange of all or
part of the Corporation's assets will be





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considered a liquidation, dissolution or winding up of the affairs of the
Corporation for purposes of this Section B.2.(d)(i).

                          (ii)    Adjustments.  The liquidation preference
provided for herein with respect to the Series A Preferred Stock shall be
equitably adjusted to reflect any stock dividend, stock distribution, stock
split or reverse stock split, combination of shares, subdivision of shares or
reclassification of shares with respect to the Series A Preferred Stock.

                 (e)      Conversion Rights.

                          (i)     Optional Conversion.  Subject to and upon
compliance with the provisions of this Section B.2.(e) (and Section B.2.(g)
with respect to conversion after notice of redemption), the holder of any
shares of Series A Preferred Stock shall have the right at such holder's
option, at any time or from time to time, and without the payment of any
additional consideration therefor, to convert any of such shares of Series A
Preferred Stock into fully paid and nonassessable shares of Common Stock at the
Conversion Price (as defined in Section B.2.(e)(iii) below) in effect on any
Conversion Date (as defined in Section B.2.(e)(iv) below) upon the terms
hereinafter set forth.

                          (ii)    Automatic Conversion.  Each outstanding share
of Series A Preferred Stock shall automatically be converted, without any
further act of the Corporation or its stockholders, at the Conversion Price
then in effect, into fully paid and nonassessable shares of Common Stock on
November 9, 1997.

                          (iii)   Number of Conversion Shares.  Each share of
Series A Preferred Stock shall be convertible pursuant to Sections B.2.(e)(i)
and B.2.(e)(ii) into a number of shares of Common Stock determined by dividing
(x) $20.00 by (y) the Conversion Price in effect on any Conversion Date.  For
the purposes of this Section B.2.(e), the term "Conversion Price" shall
initially mean $2.99.

                          (iv)    Mechanics of Conversion.  The holder of any
shares of Series A Preferred Stock may exercise the conversion right specified
in Section B.2.(e)(i) by surrendering to the Corporation or any transfer agent
of the Corporation the certificate or certificates for the shares to be
converted, accompanied by written notice specifying the number of shares to be
converted.  Upon the occurrence of automatic conversion pursuant to Section
B.2.(e)(ii), the outstanding shares of Series A Preferred Stock shall be
converted automatically without any further action by the holders of such
shares and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; provided that the
Corporation shall not be obligated to issue to any holder certificates
evidencing the shares of Common Stock issuable upon such conversion unless
certificates evidencing such shares of Series A Preferred Stock are delivered
either to the Corporation or any transfer agent of the Corporation.  Conversion
shall be deemed to have been effected on the date when delivery of notice of an
election to convert and of certificates for shares being converted is made or
on the date specified in Section B.2.(e)(ii), as the case may be, and such date
is referred to herein as the "Conversion Date".  Subject to the provisions of





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Section B.2.(e)(vi)(C), as promptly as practicable thereafter (and after
surrender of the certificate or certificates representing shares of Series A
Preferred Stock to the Corporation or any transfer agent of the Corporation in
the case of conversion pursuant to Section B.2.(e)(ii)) the Corporation shall
issue and deliver to or upon the written order of such holder a certificate or
certificates for the number of full shares of Common Stock to which such holder
is entitled and a check or cash with respect to any fractional interest in a
share of Common Stock as provided in Section B.2.(e)(v).  Subject to the
provisions of Section B.2.(e)(vi)(C), the person in whose name the certificate
or certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable Conversion
Date.  Upon conversion of only a portion of the number of shares covered by a
certificate representing shares of Series A Preferred Stock surrendered for
conversion (in the case of conversion pursuant to Section B.2.(e)(i)), the
Corporation shall issue and deliver to or upon the written order of the holder
of the certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate covering the number of shares of Series A
Preferred Stock representing the unconverted portion of the certificate so
surrendered.

                          (v)     Fractional Shares.  No fractional shares of
Common Stock or scrip shall be issued upon conversion of shares of Series A
Preferred Stock.  If more than one share of Series A Preferred Stock shall be
surrendered for conversion at any one time by the same holder or shall be held
by the same holder at the time of any automatic conversion, the number of full
shares of Common Stock issuable upon conversion thereof shall be computed on
the basis of the aggregate number of shares so surrendered or held, as the case
may be.  Instead of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of any shares of Series A Preferred Stock, the
Corporation shall pay out of funds legally available therefor a cash adjustment
in respect of such fractional interest, rounded to the nearest one hundredth
(1/100th) of a share, in an amount equal to that fractional interest of the
then Current Market Price (as defined in Section B.2.(e)(vii) below), rounded
to the nearest cent ($.01).

                          (vi)    Common Stock Conversion Price Adjustments.
The Conversion Price shall be subject to adjustment from time to time as
follows:

                                  (A)      Stock Dividends, Subdivisions,
Reclassifications or Combinations.  If the Corporation shall (x) declare a
dividend or make a distribution on its Common Stock in shares of its Common
Stock, (y) subdivide or reclassify the outstanding shares of Common Stock into
a greater number of shares of Common Stock or (z) combine or reclassify the
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, the Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision, combination
or reclassification shall be adjusted to that price determined by multiplying
the Conversion Price in effect by a fraction (x) the numerator of which shall
be the total number of issued and outstanding shares of Common Stock
immediately prior to such dividend, distribution, subdivision, combination or
reclassification and (y) the denominator of which shall be the total number of
issued and outstanding shares of Common Stock immediately after such dividend,
distribution, subdivision, combination





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or reclassification.  Successive adjustments in the Conversion Price shall be
made whenever any event specified above shall occur.

                                  (B)      Rounding of Calculations; Minimum
Adjustment.  All calculations under this Section B.2.(e)(vi) shall be made to
the nearest cent ($.01) or to the nearest one hundredth (1/100th) of a share,
as the case may be.  Any provision of this Section B.2.(e) to the contrary
notwithstanding, no adjustment in the Conversion Price shall be made if the
amount of such adjustment would be less than 1% of the then current Conversion
Price until the end of one year after such adjustment would otherwise have been
required; but any such amount shall be carried forward and an adjustment with
respect thereto shall be made at the time of and together with any subsequent
adjustment which, together with such amount and any other amount or amounts so
carried forward, shall aggregate 1% of the then current Conversion Price or
more, provided that if the events giving rise to such adjustments occur within
three months of each other, then such adjustments shall be calculated as if
these events giving rise to them had occurred simultaneously on the date of the
first such event.

                                  (C)      Timing of Issuance of Additional
Common Stock Upon Certain Adjustments.  In any case in which the provisions of
this Section B.2.(e)(vi) shall require that an adjustment shall become
effective immediately after a record date for an event, the Corporation may
defer until the occurrence of such event (x) issuing to the holder of any share
of Series A Preferred Stock converted after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the shares of Common Stock issuable upon such conversion before giving
effect to such adjustment and (y) paying to such holder any amount of cash in
lieu of a fractional share of Common Stock pursuant to Section B.2.(e)(v);
provided that the Corporation upon request shall deliver to such holder a due
bill or other appropriate instrument evidencing such holder's right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.

                          (vii)   Current Market Price.  The "Current Market
Price" at any date shall mean, in the event the Common Stock is publicly
traded, the average of the daily closing prices per share of such equity
security for the 20 consecutive trading days ending on the trading day
immediately before such date (as adjusted for any stock dividend, split,
combination or reclassification that took effect during such 20 trading day
period).  The closing price for each day shall be the last reported sale price
regular way or, in case no such reported sale takes place on such day, the
average of the last closing bid prices regular way, in either case on the
principal national securities exchange on which such equity security is listed
or admitted to trading, or if not listed or admitted to trading on any national
securities exchange, the closing bid price for such day reported by NASDAQ, if
such equity security is traded over-the-counter and quoted in the National
Market System, or if such equity security is so traded, but not so quoted, the
average of the closing bid prices of such equity security as reported by NASDAQ
or any comparable system or, if such equity security is not listed on NASDAQ or
any comparable system, the average of the closing bid prices as furnished by
two members of the National Association of Securities Dealers, Inc., selected
in good faith from time to time by the Board of Directors of the Corporation
for that purpose.  If





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such equity security is not traded in such manner that the quotations referred
to above are available for the period required hereunder, Current Market Price
per share of such equity security shall be deemed to be the fair value as
determined in good faith by the Board of Directors of the Corporation,
irrespective of any accounting treatment.

                          (viii)  Statement Regarding Adjustments.  Whenever
the Conversion Price shall be adjusted as provided in Section B.2.(e)(vi), the
Corporation shall forthwith file, at the office of any transfer agent for the
Series A Preferred Stock and at the principal office of the Corporation, a
statement showing in detail the method of calculation of such adjustment, the
facts requiring such adjustment and the Conversion Price that shall be in
effect after such adjustment, and the Corporation shall also cause a copy of
such statement to be sent by mail, first class postage prepaid, to each holder
of shares of Series A Preferred Stock at its address appearing on the
Corporation's records.  Each such statement shall be signed by the
Corporation's chief financial officer.  Where appropriate, such copy may be
given in advance and may be included as part of a notice required to be mailed
under the provisions of Section B.2.(e)(ix).

                          (ix)    Notice to Holders.  In the event the
Corporation shall propose to take any action of the type described in Section
B.2.(e)(vi)(A) or B.2.(e)(x), the Corporation shall give notice to each holder
of shares of Series A Preferred Stock in the manner set forth in Section
B.2.(e)(viii), which notice shall specify the record date, if any, with respect
to any such action and the approximate date on which such action is to take
place.  Such notice shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Conversion
Price and the number, kind or class of shares or other securities or property
which shall be deliverable upon conversion of shares of Series A Preferred
Stock.  In the case of any action which would require the fixing of a record
date, such notice shall be given at least ten calendar days prior to the date
so fixed, and in the case of all other action, such notice shall be given at
least 15 calendar days prior to the taking of such proposed action.  Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of any such action.

                          (x)     Mergers, etc.  In the event the Corporation
shall be a party to any transaction (including, without limitation, a merger,
consolidation, sale, lease or transfer of all or substantially all of its
assets, reclassification of the Common Stock or reorganization of the Company)
as a result of which shares of Common Stock shall be converted into the right
to receive stock, securities or other property (including cash or any
combination thereof), each share of Series A Preferred Stock shall thereafter
be convertible into the kind and amount of shares of stock and other securities
and property receivable (including cash) upon the consummation of such
transaction by a holder of that number of shares of Common Stock, or fraction
thereof, into which one share of Series A Preferred Stock was convertible
immediately prior to such transaction.

                          (xi)    Treasury Stock.  For the purposes of this
Section B.2.(e), the sale or other disposition of any shares of Common Stock
theretofore held in the Corporation's treasury shall be deemed to be an
issuance thereof.





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                          (xii)   Costs.  The Corporation shall pay all
documentary, stamp, transfer or other transactional taxes attributable to the
issuance or delivery of shares of Common Stock upon conversion of any shares of
Series A Preferred Stock; provided that the Corporation shall not be required
to pay any taxes which may be payable in respect of any transfer involved in
the issuance or delivery of any certificate for such shares in a name other
than that of the holder of the shares of Series A Preferred Stock in respect of
which such shares are being issued.

                          (xiii)  Dividends Upon Conversion.  In connection
with any conversion of shares of Series A Preferred Stock, the Corporation
shall pay accrued and unpaid dividends thereon in accordance with the
provisions of Section B.2.(f)(iv).

                 (f)      Dividends.

                          (i)     General.

                                  (A)      Subject to the rights of the holders
of any other series of Preferred Stock ranking senior to or on a parity with
the Series A Preferred Stock with respect to dividends and any other class or
series of capital stock of the Corporation ranking senior to or on a parity
with the Series A Preferred Stock with respect to dividends, other than the
Common Stock, the holders of the Series A Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, cumulative dividends
per share of Series A Preferred Stock at the rate per annum of (1) $1.20,
during the period commencing on the date of original issuance of any shares of
Series A Preferred Stock and ending on November 9, 1995, (2) $1.60, during the
period commencing on November 10, 1995, and ending on November 9, 1996, and (3)
$2.00, during the period commencing on November 10, 1996, and ending on
November 9, 1997.

                                  (B)      Dividends on the Series A Preferred
Stock will accrue on each February 9, May 9, August 9 and November 9, occurring
after the date of original issuance (each such date being referred to herein as
an "Accrual Date" and the three-month period or portion thereof, as the case
may be, ending on an Accrual Date being referred to herein as an "Accrual
Period").  Dividends will accrue from the date of original issuance.  Dividends
will be paid (when and as declared by the Board of Directors of the
Corporation) annually, in the arrears, on November 9, 1995, November 9, 1996,
and November 9, 1997.  Each such dividend shall be paid to the holders of
record of shares of the Series A Preferred Stock as they appear on the stock
register of the Corporation on such record date not exceeding 45 nor less than
ten calendar days preceding the payment date thereof, as shall be fixed by the
Board of Directors of the Corporation.  Dividends on account of arrears for any
past dividend periods may be declared and paid at any time, without reference
to any regular dividend payment date, to holders of record on such date, not
exceeding 45 nor less than ten calendar days preceding the payment date
thereof, as may be fixed by the Board of Directors of the Corporation.  Holders
of shares of Series A Preferred Stock at the close of business on a dividend
payment record date will be entitled to receive the dividend payable with
respect to such shares on the corresponding dividend payment date
notwithstanding the conversion thereof or the Corporation's default on





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payment of the dividend due on such dividend payment date.  However, for shares
of Series A Preferred Stock surrendered for conversion during the period from
the close of business on any dividend payment record date to the opening of
business on the corresponding dividend payment date, the Corporation shall only
be required to pay the dividend to the holder of such shares on the dividend
payment record date.  Except as so provided above and in Section B.2.(f)(iv)
below, no payment or adjustment will be made on account of accrued or unpaid
dividends upon conversion of shares of Series A Preferred Stock.  Holders of
shares of Series A Preferred Stock called for redemption on a redemption date
falling between a dividend payment record date and the dividend payment date
shall, in lieu of receiving such dividend on the dividend payment date, receive
such dividend payment on the redemption payment date (unless such holders
convert such shares in accordance with this Section B.2 of this Article
Fourth).

                                  (C)      The Corporation shall pay the
dividends on the Series A Preferred Stock described in Section B.2.(f)(i)(A),
at the Corporation's option and in its sole discretion, out of funds legally
available therefor (1) in cash, (2) in shares of Common Stock, such that the
number of shares of Common Stock to be distributed as a dividend with respect
to the portion of the dividend attributable to each Accrual Period shall be
equal to the number obtained by dividing the dollar amount of the portion of
the dividend attributable to such Accrual Period by the greater of (I) the
Current Market Price of the Common Stock on the tenth trading day immediately
preceding the applicable Accrual Date and (II) $2.00 (as shall be equitably
adjusted to reflect any stock dividend, stock distribution, stock split or
reverse stock split, combination of shares, subdivision of shares or
reclassification of shares with respect to the Common Stock), or (III) in any
combination of cash and shares of Common Stock that the Corporation may
determine in its sole discretion, with the number of shares of Common Stock to
be distributed in connection therewith to be calculated on the basis set forth
in Section B.2.(f)(i)(C)(2).

                                  (D)      No fractional shares of Common Stock
or scrip shall be issued upon payment of any dividends in shares of Common
Stock.  If more than one share of Series A Preferred Stock shall be held by the
same holder at the time of any dividend payment date, the number of full shares
of Common Stock issuable upon payment of such dividends shall be computed on
the basis of the aggregate dividend amount that the Corporation has determined
to pay in Common Stock shares.  Instead of any fractional shares of Common
Stock which would otherwise be issuable upon payment of such dividends, the
Corporation shall pay out of funds legally available therefor a cash adjustment
in respect of such fractional interest, rounded to the nearest one hundredth
(1/100th) of a share, in an amount equal to that fractional interest of the
then Current Market Price, rounded to the nearest cent ($.01).

                                  (E)      Notwithstanding the dividend rate
otherwise applicable pursuant to Section B.2.(f)(i)(C) and notwithstanding any
other provision of this Section B.2 of this Article Fourth to the contrary, in
the event the Corporation pays any dividends in shares of Common Stock and
pursuant to the provisions of Section B.2.(f)(i)(C) the Current Market Price
used in the calculation of the number of shares payable in respect of such
dividends in respect of any Accrual Period is less than $2.00, as shall be
equitably adjusted to reflect any stock dividend, stock distribution,





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stock split or reverse stock split, combination of shares, subdivision of
shares or reclassification of shares with respect to the Common Stock (and,
therefore, pursuant to and for purposes of Section B.2.(f)(i)(C), deemed to be
equal to $2.00, as so adjusted), payment of any such dividends in shares of
Common Stock calculated pursuant thereto shall constitute payment in full of
any such dividends.

                          (ii)    Allocation of Dividends.  Dividends on the
Series A Preferred Stock, if paid, or if declared and set apart for payment,
must be paid or declared and set apart for payment on all outstanding shares of
Series A Preferred Stock contemporaneously.  In the event dividends on the
Series A Preferred Stock and any other series of Preferred Stock ranking on a
parity therewith in respect thereto or any other class or series of capital
stock of the Corporation ranking on a parity therewith in respect thereto are
declared and paid in an amount less than all accumulated and current dividends
on all of such shares, the total amount declared and paid shall be allocated
among all of such shares so that the per share dividend to be declared and paid
on each share is the same percentage of the sum of the accumulated dividends
for each such share.  In the event dividends are declared and paid on the
Series A Preferred Stock in a combination of cash and shares of Common Stock,
the percentage of the dividend paid in cash and the percentage of the dividend
paid in stock must be the same for each share of Series A Preferred Stock.

                          (iii)   Dividend Priorities.  The Corporation shall
not declare or pay any distributions to the holders of the Common Stock or any
other class or series of capital stock ranking junior to the Series A Preferred
Stock in respect of dividends during any period of time in which any shares of
Series A Preferred Stock are outstanding or in which any dividends payable on
any shares of Series A Preferred Stock have not been declared and paid in full.
In this Section B.2.(f)(iii), "distribution" means the transfer of cash or
property without consideration, whether by way of dividend or otherwise (except
a dividend solely in shares of Common Stock), or the purchase or redemption by
the Corporation of shares of Common Stock or any other shares of capital stock
of the Corporation ranking junior to the Series A Preferred Stock in respect of
dividends for cash or property, but does not include the repurchase by the
Corporation of shares from an officer, director, employee or consultant of the
Corporation.

                          (iv)    Dividends on Conversion or Redemption.

                                  (A)      Immediately prior to the conversion
of any shares of Series A Preferred Stock into Common Stock or the redemption
of any shares of Series A Preferred Stock, all accrued and unpaid dividends
payable pursuant to Section B.2.(f) (whether or not declared) on such shares so
converted or redeemed, as the case may be, (prorated until the date of
conversion or redemption, as the case may be, in respect of the Accrual Period
in which such date occurs) shall be payable, at the Corporation's option and in
its sole discretion, out of funds legally available therefor (1) in cash, (2)
in shares of Common Stock, such that the number of shares of Common Stock to be
distributed with respect to the portion of the dividend attributable to each
Accrual Period shall be equal to the number obtained by dividing the dollar
amount of the portion of the dividend attributable to such Accrual Period by
the greater of (I) the





                                      -10-
<PAGE>   11
Current Market Price of the Common Stock on the tenth trading day immediately
preceding the applicable Accrual Date and (II) $2.00 (as shall be equitably
adjusted to reflect any stock dividend, stock distribution, stock split or
reverse stock split, combination of shares, subdivision of shares or
reclassification of shares with respect to the Common Stock), or (III) in any
combination of cash and shares of Common Stock that the Corporation may
determine in its sole discretion, with the number of shares of Common Stock to
be distributed in connection therewith to be calculated on the basis set forth
in Section B.2.(f)(iv)(A)(2).

                                  (B)      No fractional shares of Common Stock
or scrip shall be issued upon payment of any dividends in shares of Common
Stock upon conversion or redemption of any shares of Series A Preferred Stock.
If more than one share of Series A Preferred Stock shall be surrendered for
conversion at any one time by the same holder, shall be held by the same holder
at the time of any automatic conversion or shall be held by the same holder at
the time of any redemption, as the case may be, the number of full shares of
Common Stock issuable upon payment of such dividends shall be computed on the
basis of the aggregate dividend amount that the Corporation has determined to
pay in Common Stock shares.  Instead of any fractional shares of Common Stock
which would otherwise be issuable upon payment of such dividends, the
Corporation shall pay out of funds legally available therefor a cash adjustment
in respect of such fractional interest, rounded to the nearest one hundredth
(1/100th) of a share, in an amount equal to that fractional interest of the
then Current Market Price, rounded to the nearest cent ($.01).

                                  (C)      Notwithstanding the dividend rate
otherwise applicable pursuant to Section B.2.(f)(i)(A) and notwithstanding any
other provision of this Section B.2 of this Article Fourth to the contrary, in
the event the Corporation pays any dividends in shares of Common Stock upon
conversion or redemption of any shares of Series A Preferred Stock and pursuant
to the provisions of Section B.2.(f)(iv)(A) the Current Market Price used in
the calculation of the number of shares payable in respect of such dividends in
respect of any Accrual Period is less than $2.00, as shall be equitably
adjusted to reflect any stock dividend, stock distribution, stock split or
reverse stock split, combination of shares, subdivision of shares or
reclassification of shares with respect to the Common Stock (and, therefore,
pursuant to and for purposes of Section B.2.(f)(iv)(A), deemed to be equal to
$2.00, as so adjusted), payment of any such dividends in shares of Common Stock
calculated pursuant thereto shall constitute payment in full of any such
dividends.

                 (g)      Redemption.

                          (i)     General.

                                  (A)      At any time after November 9, 1995,
the Corporation may redeem in whole or in part the then outstanding shares of
Series A Preferred Stock; provided, however, that the Corporation may not
redeem any shares of Series A Preferred Stock unless the Current Market Price
of the Common Stock on a date (which date may be prior to, on or after November
9, 1995) that is within ten trading days of the date notice of redemption is
given pursuant to Section B.2.(g)(iii) equals or





                                      -11-
<PAGE>   12
exceeds $5.17 (as shall be equitably adjusted to reflect any stock dividend,
stock distribution, stock split or reverse stock split, combination of shares,
subdivision of shares or reclassification of shares with respect to the Common
Stock).

                                  (B)      The Corporation shall redeem the
Series A Preferred Stock by paying a redemption amount equal to $20.00 per
share of Series A Preferred Stock (the "Redemption Price"), at the
Corporation's option and in its sole discretion, out of funds legally available
therefor (1) in cash, (2) in shares of Common Stock, such that the number of
shares of Common Stock to be distributed in payment of the Redemption Price
shall be equal to the number obtained by dividing the dollar amount of the
Redemption Price by the lesser of (I) the Current Market Price of the Common
Stock on the tenth trading day immediately preceding the date notice of
redemption is given pursuant to Section B.2.(g)(iii) and (II) the Conversion
Price on the redemption payment date, or (3) in any combination of cash and
shares of Common Stock that the Corporation may determine in its sole
discretion, with the number of shares of Common Stock distributed in connection
therewith to be calculated on the basis set forth in Section B.2.(f)(iv)(B)(2).

                                  (C)      No fractional shares of Common Stock
or scrip shall be issued upon payment of the Redemption Price or any portion
thereof in shares of Common Stock.  If more than one share of Series A
Preferred Stock shall be held by the same holder at the time of any redemption,
the number of full shares of Common Stock issuable upon payment of the
Redemption Price, or any portion thereof, shall be computed on the basis of the
aggregate Redemption Price that the Corporation has determined to pay in Common
Stock shares.  Instead of any fractional shares of Common Stock which would
otherwise be issuable upon payment of any such Redemption Price, the
Corporation shall pay out of funds legally available therefor a cash adjustment
in respect of such fractional interest, rounded to the nearest one hundredth
(1/100th) of a share, in an amount equal to that fractional interest of the
then Current Market Price, rounded to the nearest cent ($.01).

                                  (D)      In connection with any redemption of
shares of Series A Preferred Stock, in addition to the Redemption Price, the
Corporation shall pay accrued and unpaid dividends thereon in accordance with
the provisions of Section B.2.(f)(iv).

                                  (E)      The Redemption Price payable
pursuant hereto shall be equitably adjusted to reflect any stock dividend,
stock distribution, stock split or reverse stock split, combination of shares,
subdivision of shares or reclassification of shares with respect to any shares
of the Series A Preferred Stock.

                          (ii)    Partial Redemption.  In case of the
redemption of only part of the Series A Preferred Stock at the time
outstanding, at the option of the Board of Directors, such redemption shall be
made pro rata or the shares to be redeemed shall be chosen by lot in such
manner as may be prescribed by the Board of Directors.





                                      -12-
<PAGE>   13
                          (iii)   Notice.

                                  (A)      Notice of any proposed redemption of
Series A Preferred Stock shall be given by the Corporation by mailing a copy of
such notice by first class mail, postage prepaid, not less than 30 nor more
than 90 calendar days prior to the date fixed for such redemption to each
holder of record of the shares to be redeemed at his address appearing on the
books of the Corporation.

                                  (B)      Each such notice shall state, among
other things, (1) the redemption payment date, (2) whether the Redemption Price
will be paid in shares of Common Stock or cash, or in a combination of Common
Stock and cash, (3) that dividends on the shares to be redeemed shall cease to
accrue following such redemption payment date, and (4) that dividends accrued
to and including the date fixed for redemption will be paid as specified in
said notice.

                                  (C)      Notice having been mailed as
aforesaid, from and after the redemption payment date, unless the Corporation
shall be in default in providing money or Common Stock for the payment of the
Redemption Price (or for any accrued and unpaid dividends to and including the
redemption payment date), (1) dividends on the shares of Series A Preferred
Stock so called for redemption shall cease to accrue, (2) said shares shall be
deemed no longer outstanding, and (3) all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation any monies or Common Stock payable upon redemption without interest
thereon) shall cease except for the rights applicable to any Common Stock paid
pursuant to the redemption.

                          (iv)    Conversion Prior to Redemption.  The holder
of any shares of Series A Preferred Stock to whom notice of redemption has been
given pursuant hereto may pursuant to the provisions of Section B.2.(f) hereof
elect to convert the shares of Series A Preferred Stock for which notice of
redemption has been given at any time on or prior to the tenth calendar day
immediately preceding the redemption payment date.

                 (h)      Reacquired Shares.  Any shares of Series A Preferred
Stock redeemed, purchased, converted or otherwise acquired by the Corporation
in any manner whatsoever shall not be reissued as part of such series and shall
be retired promptly after the acquisition thereof.  All such shares shall upon
their retirement and the filing of any certificate required in connection
therewith pursuant to the Delaware General Corporation Law become authorized
but unissued shares of Preferred Stock.

C.       Number of Authorized Shares.

         The number of authorized shares of any class of capital stock of the
Corporation may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the shares of capital stock of the Corporation entitled to vote on matters
submitted to a vote of the stockholders of the Corporation, and no class vote
shall be required in connection therewith.





                                      -13-
<PAGE>   14
D.       No Preemptive Rights.

         No holder of shares of stock of the Corporation shall have any
preemptive or other right, except as such rights are expressly provided herein
or by contract, to purchase or subscribe for or receive any shares of any
class, or series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any shares
of any class, or series thereof, of stock; but such additional shares of stock
and such warrants, options, bonds, debentures or other securities convertible
into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board of
Directors to such persons, and on such terms and for such lawful consideration,
as in its discretion it shall deem advisable or as the Corporation shall have
by contract agreed.

         Fifth:  The Corporation is to have perpetual existence.

         Sixth:  Elections of directors need not be by written ballot unless
the bylaws of the Corporation shall so provide.

         Seventh:

A.       A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.  If the Delaware General Corporation Law hereafter
is amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Corporation, in addition
to the limitation on personal liability provided herein, shall be limited to
the fullest extent permitted by the amended Delaware General Corporation Law.
Any repeal or modification of this paragraph by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

B.       The Corporation shall indemnify any director or officer to the full
extent permitted by Delaware law.

         Eighth:  In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the Corporation, or adopt new bylaws, without any
action on the part of the stockholders.

         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation, which restates and integrates and also amends the
Corporation's Restated Certificate of Incorporation as heretofore amended,
after having been duly





                                      -14-
<PAGE>   15
adopted by the Corporation in accordance with the provisions of Sections 242
and 245 of the Delaware General Corporation Law, to be signed by its duly
authorized officer on this 20th day of June, 1995.

                                        LIFECELL CORPORATION
                                       
                                       
                                       
                                        By       /s/ Paul M. Frison     
                                          -------------------------------------
                                        Paul M. Frison, Chairman of the Board,
                                        President and Chief Executive Officer





                                      -15-
<PAGE>   16
                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              LIFECELL CORPORATION

     LifeCell Corporation, a Delaware corporation (the "Corporation"), does
hereby certify:

     That the amendment set forth below to the Corporation's Restated
Certificate of Incorporation was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware:

     I. The first paragraph of Article Fourth of the Corporation's Restated
Certificate of Incorporation is hereby deleted and replaced in its entirety by
the following: 


          Fourth: The total number of shares of capital stock that the
     Corporation shall have authority to issue is 27,000,000, of which 2,000,000
     shares of the par value of $.001 per share shall be a class designated
     Preferred Stock ("Preferred Stock") and 25,000,000 shares of the par value
     of $.001 per share shall be a class designated Common Stock ("Common
     Stock").

<PAGE>   17


          IN WITNESS WHEREOF, LifeCell Corporation has caused this Certificate
     to be signed by its duly authorized officer this 20th day of May, 1996.


                                         LIFECELL CORPORATION



                                         By      /s/ Paul M. Frison
                                           -----------------------------
                                             Paul M. Frison, President




                                      -2-
<PAGE>   18
                              LIFECELL CORPORATION

                           CERTIFICATE OF DESIGNATION
                          OF SERIES B PREFERRED STOCK

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware


         LifeCell Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:

         FIRST:  That the Board of Directors of the Corporation, pursuant to a
unanimous consent of the Board of Directors dated as of November 6, 1996, duly
adopted the following resolution:

         RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of the
Restated Certificate of Incorporation of the Corporation, out of the authorized
but unissued shares of Preferred Stock of the Corporation this Board of
Directors hereby creates a series of the Preferred Stock, par value $.001 per
share (the "Preferred Stock"), of the Corporation, and this Board of Directors
hereby fixes the powers, designations, preferences and relative, participating,
optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof (in addition to the powers,
designations, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions thereof,
set forth in the Restated Certificate of Incorporation of the Corporation which
are applicable to Preferred Stock of all series) as follows:

         1.      Designation.  The designation of the series shall be "Series B
Preferred Stock" (the "Series B Preferred Stock").

         2.      Number.  The number of shares constituting the Series B
Preferred Stock shall be 182,205.

         3.      Voting Rights.

                 (a)      General.  Each share of Series B Preferred Stock
shall entitle the holder thereof to one vote for each share of Common Stock,
$.001 par value per share, of the Corporation (the "Common Stock"), into which
such share of Series B Preferred Stock is convertible on the record date for
such vote on all matters submitted to a vote of the stockholders of the
Corporation.





<PAGE>   19
                 (b)      Directors.  At any meeting of the stockholders of the
Corporation held for the election of directors, the holders of Series B
Preferred Stock, voting separately as a series, shall be entitled to elect
three members of the Board of Directors of the Corporation.

                 (c)      Other.  Without the vote or consent of the holders of
at least a majority of the shares of Series B Preferred Stock then outstanding,
the Corporation may not authorize or create any class or series of capital
stock ranking prior to or on a parity with the Series B Preferred Stock either
as to redemption or liquidation.

         4.      Liquidation.

                 (a)      Preference.  The Series B Preferred Stock shall rank
on a parity with the Series A Preferred Stock, $.001 par value per share, of
the Corporation (the "Series A Preferred Stock"), with respect to liquidation.
All capital stock of the Corporation other than the Series A Preferred Stock
and the Series B Preferred Stock is referred to herein as the "Junior
Securities".  In the event of any liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, each holder of
record of the issued and outstanding shares of Series B Preferred Stock shall
be entitled to receive, out of the assets of the Corporation available for
distribution to the holders of shares of Series B Preferred Stock, prior and in
preference to any distribution of any of the assets of the Corporation to the
holders of Junior Securities, an amount in cash equal to the aggregate
Liquidation Value (as defined below) of all shares of Series B Preferred Stock
then held by such holder, plus an amount equal to all dividends accrued and
unpaid on such shares (whether or not declared) up to the date fixed for
distribution.  If, upon such liquidation, dissolution or winding up of the
affairs of the Corporation, the assets of the Corporation distributable among
the holders of Series B Preferred Stock, the Series A Preferred Stock and any
other series of Preferred Stock ranking on a parity therewith in respect
thereto or any class or series of capital stock of the Corporation ranking on a
parity therewith in respect thereto shall be insufficient to permit the payment
in full to all such holders of shares of the preferential amounts payable to
them, then the entire assets of the Corporation available for distribution to
such holders of such shares shall be distributed ratably among such holders in
proportion to the respective amounts that would be payable per share if such
assets were sufficient to permit payment in full.  Not less than 30 days prior
to the payment date stated therein, the Corporation shall mail written notice
of any such liquidation, dissolution or winding up to each record holder of the
Series B Preferred Stock, setting forth in reasonable detail the amount of
proceeds to be paid with respect to each share of Series B Preferred Stock and
each share of Common Stock in connection with such liquidation, dissolution or
winding up.

                 (b)      After payment of the full amount to which they are
entitled upon liquidation pursuant to Section 4(a), the holders of shares of
Series B Preferred Stock shall be entitled to participate ratably in any
distribution of any remaining assets of the Corporation legally available for
distribution to the holders of Common Stock with the holders of record of the
then issued and outstanding shares of Common Stock, as a single class, on the
basis of the number of shares held by each such holder of Series B Preferred
Stock (for the purposes of this Section 4(b), treating such shares of Series B





                                      -2-
<PAGE>   20
Preferred Stock as if converted into shares of Common Stock pursuant to the
provisions of this Certificate).

                 (c)      Liquidation Value; Adjustments.  "The Liquidation
Value" of any particular share of Series B Preferred Stock as of any particular
date shall equal $100.00.  The Liquidation Value shall be equitably adjusted by
the Corporation to reflect any stock dividend, stock distribution, stock split
or reverse stock split, combination of shares, subdivision of shares or
reclassification of shares with respect to the Series B Preferred Stock.

         5.      Conversion Rights.  The Series B Preferred Stock shall be
convertible as follows:

                 (a)      Optional Conversion.  Subject to and upon compliance
with the provisions of this Section 5, the holder of any shares of Series B
Preferred Stock shall have the right at such holder's option, at any time or
from time to time, and without the payment of any additional consideration
therefor, to convert any of such shares of Series B Preferred Stock into fully
paid and nonassessable shares of Common Stock at the Conversion Price (as
defined in Section 5(c) below) in effect on any Conversion Date (as defined in
Section 5(d) below) upon the terms hereinafter set forth.

                 (b)      Automatic Conversion.  Each outstanding share of
Series B Preferred Stock shall automatically be converted, without any further
act of the Corporation or its stockholders, at the Conversion Price then in
effect, into fully paid and nonassessable shares of Common Stock on the earlier
to occur of the following:

                          (i)     the date of the closing of an underwritten
         public offering pursuant to an effective registration statement under
         the Securities Act of 1933, as amended (the "Securities Act"),
         covering the offering and sale of Common Stock, or of any equity
         security that as a part of a unit includes Common Stock, for the
         account of the Corporation, in which the aggregate gross proceeds
         received by the Corporation, net of any underwriter discounts or
         commissions, equals or exceeds $20,000,000, and in which the public
         offering price per share of Common Stock equals or exceeds $9.30 (as
         equitably adjusted to reflect any stock dividend, stock distribution,
         stock split or reverse stock split, combination of shares, subdivision
         of shares or reclassification of shares); and

                          (ii)    the date first occurring after the closing of
         an underwritten public offering pursuant to an effective registration
         statement under the Securities Act covering the offering and sale of
         Common Stock, or of any equity security that as a part of a unit
         includes Common Stock, for the account of the Corporation, in which
         the aggregate gross proceeds received by the Corporation, net of any
         underwriter discounts or commissions, equals or exceeds $20,000,000,
         on which the Current Market Price (as defined in the first sentence of
         Section 5(j) below) of the Common Stock equals or exceeds $9.30 (as
         equitably adjusted to reflect any stock dividend, stock distribution,
         stock split or reverse stock split, combination of shares, subdivision
         of shares or reclassification of shares).





                                      -3-
<PAGE>   21
                 (c)      Number of Conversion Shares.  Each share of Series B
Preferred Stock shall be convertible pursuant to Sections 5(a) and 5(b) into a
number of shares of Common Stock determined by dividing (i) the Liquidation
Value (as it may be adjusted pursuant to Section 4(c) hereof) by (ii) the
Conversion Price in effect on any Conversion Date.  For the purposes of this
Section 5, the term "Conversion Price" shall initially mean $3.10.  In order to
prevent dilution of the conversion rights granted under this Section 5, the
Conversion Price shall be subject to adjustment from time to time pursuant to
Section 5(f).

                 (d)      Conversion Procedures.  The holder of any shares of
Series B Preferred Stock may exercise the conversion right specified in Section
5(a) by surrendering to the Corporation or any transfer agent of the
Corporation the certificate or certificates for the shares to be converted,
accompanied by written notice specifying the number of shares to be converted.
Upon the occurrence of automatic conversion pursuant to Section 5(b), the
outstanding shares of Series B Preferred Stock shall be converted automatically
without any further action by the holders of such shares and whether or not the
certificates representing such shares are surrendered to the Corporation or its
transfer agent; provided that the Corporation shall not be obligated to issue
to any holder certificates evidencing the shares of Common Stock issuable upon
such conversion unless certificates evidencing such shares of Series B
Preferred Stock are delivered either to the Corporation or any transfer agent
of the Corporation.  Conversion shall be deemed to have been effected on the
date when delivery of notice of an election to convert and of certificates for
shares being converted is made or on a date specified in Section 5(b), as the
case may be, and such date is referred to herein as the "Conversion Date".
Subject to the provisions of Section 5(f)(iv), as promptly as practicable
thereafter (and after surrender of the certificate or certificates representing
shares of Series B Preferred Stock to the Corporation or any transfer agent of
the Corporation in the case of conversion pursuant to Section 5(b)) the
Corporation shall issue and deliver to or upon the written order of such holder
a certificate or certificates for the number of full shares of Common Stock to
which such holder is entitled and a check or cash with respect to any
fractional interest in a share of Common Stock as provided in Section 5(e).
Subject to the provisions of Section 5(f)(iv), the person in whose name the
certificate or certificates for Common Stock are to be issued shall be deemed
to have become a holder of record of such Common Stock on the applicable
Conversion Date.  Upon conversion of only a portion of the number of shares
covered by a certificate representing shares of Series B Preferred Stock
surrendered for conversion (in the case of conversion pursuant to Section
5(a)), the Corporation shall issue and deliver to or upon the written order of
the holder of the certificate so surrendered for conversion, at the expense of
the Corporation, a new certificate covering the number of shares of Series B
Preferred Stock representing the unconverted portion of the certificate so
surrendered.

                 (e)      Fractional Shares.  No fractional shares of Common
Stock or scrip shall be issued upon conversion of shares of Series B Preferred
Stock.  If more than one share of Series B Preferred Stock shall be surrendered
for conversion at any one time by the same holder or shall be held by the same
holder at the time of any automatic conversion, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares so





                                      -4-
<PAGE>   22
surrendered or held, as the case may be.  Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any shares of
Series B Preferred Stock, the Corporation shall pay out of funds legally
available therefor a cash adjustment in respect of such fractional interest,
rounded to the nearest one hundredth (1/100th) of a share, in an amount equal
to that fractional interest of the then Current Market Price (as defined in
Section 5(j) below), rounded to the nearest cent ($.01).

                 (f)      Conversion Price Adjustments.  The Conversion Price
shall be subject to adjustment from time to time as follows:

                          (i)     If and whenever on or after the date of the
         original issuance of the Series B Preferred Stock, the Corporation
         issues or sells, or in accordance with Section 5(g) is deemed to have
         issued or sold, any shares of its Common Stock (other than Excluded
         Stock) for a consideration per share less than the Conversion Price in
         effect immediately prior to the time of such issue or sale, or deemed
         issue or sale then immediately upon such issue or sale or deemed issue
         or sale the Conversion Price shall be reduced to the Conversion Price
         determined by dividing (A) the sum of (1) the product derived by
         multiplying the Conversion Price in effect immediately prior to such
         issue or sale or deemed issue or sale by the number of shares of
         Common Stock Deemed Outstanding immediately prior to such issue or
         sale or deemed issue or sale, plus (2) the consideration, if any,
         received by the Corporation upon such issue or sale or deemed issue or
         sale, by (B) the number of shares of Common Stock Deemed Outstanding
         immediately after such issue or sale or deemed issue or sale.

                          (ii)    For purposes of this Section 5, "Excluded
         Stock" means (A) Common Stock issued or reserved for issuance by the
         Company as a dividend on Preferred Stock or upon any subdivision or
         split-up of the outstanding shares of any shares of capital stock of
         the Company or any recapitalization thereof, or upon conversion of any
         shares of Preferred Stock, (B) Common Stock issuable pursuant to any
         options, warrants or other rights that are outstanding on the
         effective date of this Certificate, (C) Common Stock issued or
         issuable in connection with a Board-approved acquisition of a business
         by the Company as a result of which the Company owns in excess of 50%
         of the voting power of such business, (D) Common Stock issued or
         issuable to employees, officers, consultants, directors or vendors of
         the Company or pursuant to any Board-approved employee, officer,
         consultant or director benefit plan, including without limitation any
         stock option plan, and (E) Common Stock issued or issuable to (1)
         banks, savings and loan associations, equipment lessors or similar
         lending institutions in connection with such entities providing
         Board-approved credit facilities or equipment financings to the
         Company or (2) any party to any technology transfer agreement,
         distribution agreement, marketing agreement or any other agreement
         similar thereto, with the Company, as approved by the Board.  For
         purposes of this Section 5, "Common Stock Deemed Outstanding" means,
         at any given time, the number of shares of Common Stock actually
         outstanding at such time, plus the number of shares of Common Stock
         deemed to be outstanding pursuant to Sections 5(g)(i) and 5(g)(ii)
         hereof regardless of





                                      -5-
<PAGE>   23
         whether Options (as defined below) or Convertible Securities (as
         defined below) are actually exercised or converted at such time.


                          (iii)   All calculations under this Section 5(f)
         shall be made to the nearest cent ($.01) or to the nearest one
         hundredth (1/100th) of a share, as the case may be.  Any provision of
         this Section 5 to the contrary notwithstanding, no adjustment in the
         Conversion Price shall be made if the amount of such adjustment would
         be less than 1% of the then current Conversion Price until the end of
         the calendar year after such adjustment would otherwise have been
         required; but any such amount shall be carried forward and an
         adjustment with respect thereto shall be made at the time of and
         together with any subsequent adjustment which, together with such
         amount and any other amount or amounts so carried forward, shall
         aggregate 1% of the then current Conversion Price or more, provided
         that if the events giving rise to such adjustments occur within three
         months of each other, then such adjustments shall be calculated as if
         these events giving rise to them had occurred simultaneously on the
         date of the first such event.

                          (iv)    In any case in which the provisions of this
         Section 5(f) shall require that an adjustment shall become effective
         immediately after a record date for an event, the Corporation may
         defer until the occurrence of such event (A) issuing to the holder of
         any share of Series B Preferred Stock converted after such record date
         and before the occurrence of such event the additional shares of
         Common Stock issuable upon such conversion by reason of the adjustment
         required by such event over and above the shares of Common Stock
         issuable upon such conversion before giving effect to such adjustment
         and (B) paying to such holder any amount of cash in lieu of a
         fractional share of Common Stock pursuant to Section 5(e); provided
         that the Corporation upon request shall deliver to such holder a due
         bill or other appropriate instrument evidencing such holder's right to
         receive such additional shares, and such cash, upon the occurrence of
         the event requiring such adjustment.

                 (g)      Effect on Conversion Price of Certain Events.  For
purposes of determining the adjusted Conversion Price under Section 5(f), the
following shall be applicable:

                          (i)     Issuance of Rights or Options.  If the
         Corporation in any manner grants or sells any rights to subscribe for
         or purchase Common Stock or Convertible Securities ("Options") and the
         price per share for which Common Stock is issuable upon the exercise
         of such Options, or upon conversion or exchange of any stock or
         securities (directly or indirectly) convertible into or exchangeable
         for Common Stock ("Convertible Securities") issuable upon exercise of
         such Options, is less than the Conversion Price in effect immediately
         prior to the time of the granting or sale of such Options, then the
         total maximum number of shares of Common Stock issuable upon the
         exercise of such Options or upon conversion or exchange of the total
         maximum amount of such Convertible Securities issuable upon the
         exercise of such Options shall be deemed





                                      -6-
<PAGE>   24
         to be outstanding and to have been issued and sold by the Corporation
         at the time of the granting or sale of such Options for such price per
         share.  For purposes of this paragraph, the "price per share for which
         Common Stock is issuable" shall be determined by dividing (A) the
         total amount, if any, received or receivable by the Corporation as
         consideration for the granting or sale of such Options, plus the
         minimum aggregate amount of additional consideration payable to the
         Corporation upon exercise of all such Options, plus in the case of
         such Options which relate to Convertible Securities, the minimum
         aggregate amount of additional consideration, if any, payable to the
         Corporation upon the issuance or sale of such Convertible Securities
         and the conversion or exchange thereof, by (B) the total maximum
         number of shares of Common Stock issuable upon the exercise of such
         Options or upon the conversion or exchange of all such Convertible
         Securities issuable upon the exercise of such Options.  No further
         adjustment of the Conversion Price shall be made when Convertible
         Securities are actually issued upon the exercise of such Options or
         when Common Stock is actually issued upon the exercise of such Options
         or the conversion or exchange of such Convertible Securities.

                          (ii)    Issuance of Convertible Securities.  If the
         Corporation in any manner issues or sells any Convertible Securities
         and the price per share for which Common Stock is issuable upon
         conversion or exchange thereof is less than the Conversion Price in
         effect immediately prior to the time of such issue or sale, then the
         maximum number of shares of Common Stock issuable upon conversion or
         exchange of such Convertible Securities shall be deemed to be
         outstanding and to have been issued and sold by the Corporation at the
         time of the issuance or sale of such Convertible Securities for such
         price per share.  For the purposes of this paragraph, the "price per
         share for which Common Stock is issuable" shall be determined by
         dividing (A) the total amount received or receivable by the
         Corporation as consideration for the issue or sale of such Convertible
         Securities, plus the minimum aggregate amount of additional
         consideration, if any, payable to the Corporation upon the conversion
         or exchange thereof, by (B) the total maximum number of shares of
         Common Stock issuable upon the conversion or exchange of all such
         Convertible Securities.  No further adjustment of the Conversion Price
         shall be made when Common Stock is actually issued upon the conversion
         or exchange of such Convertible Securities, and if any such issue or
         sale of such Convertible Securities is made upon exercise of any
         Options for which adjustments of the Conversion Price had been or are
         to be made pursuant to other provisions of this Section 5(g), no
         further adjustment of the Conversion Price shall be made by reason of
         such issue or sale.

                          (iii)   Change in Option Price or Conversion Rate.
         If the purchase price provided for in any Options, the additional
         consideration, if any, payable upon the conversion or exchange of any
         Convertible Securities or the rate at which any Convertible Securities
         are convertible into or exchangeable for Common Stock changes at any
         time, the Conversion Price in effect at the time of such change shall
         be immediately adjusted to the Conversion Price which would have been
         in effect at such time had such Options or Convertible Securities
         still outstanding provided for such changed purchase price, additional





                                      -7-
<PAGE>   25
         consideration or conversion rate, as the case may be, at the time
         initially granted, issued or sold; provided that if such adjustment
         would result in an increase of the Conversion Price then in effect,
         such adjustment shall not be effective until 30 days after written
         notice thereof has been given by the Corporation to all holders of the
         Series B Preferred Stock.  For purposes of this Section 5(g), if the
         terms of any Option or Convertible Security which was outstanding as
         of the date of issuance of the Series B Preferred Stock are changed in
         the manner described in the immediately preceding sentence, then such
         Option or Convertible Security and the Common Stock deemed issuable
         upon exercise, conversion or exchange thereof shall be deemed to have
         been issued as of the date of such change.

                          (iv)    Treatment of Expired Options and Unexercised
         Convertible Securities.  Upon the expiration of any Option or the
         termination of any right to convert or exchange any Convertible
         Security without the exercise of any such Option or right, the
         Conversion Price then in effect hereunder shall be adjusted
         immediately to the Conversion Price which would have been in effect at
         the time of such expiration or termination had such Option or
         Convertible Security, to the extent outstanding immediately prior to
         such expiration or termination, never been issued; provided that if
         such expiration or termination would result in an increase in the
         Conversion Price in effect, such increase shall not be effective until
         30 days after written notice thereof has been given to all holders of
         the Series B Preferred Stock.  For purposes of this Section 5(g), the
         expiration or termination of any Option or Convertible Security which
         was outstanding as of the date of issuance of the Series B Preferred
         Stock shall not cause the Conversion Price hereunder to be adjusted
         unless, and only to the extent that, a change in the terms of such
         Option or Convertible Security caused it to be deemed to have been
         issued after the date of issuance of the Series B Preferred Stock.

                          (v)     Calculation of Consideration Received.  If
         any Common Stock, Option or Convertible Security is issued or sold or
         deemed to have been issued or sold for cash, the consideration
         received therefor shall be deemed to be the gross amount received by
         the Corporation therefor (net of any underwriter, placement agent or
         broker discounts and commissions).  If any Common Stock, Option or
         Convertible Security is issued or sold for a consideration other than
         cash, the amount of the consideration other than cash received by the
         Corporation shall be the fair value of such consideration, except
         where such consideration consists of securities, in which case the
         amount of consideration received by the Corporation shall be the
         Current Market Price thereof as of the date of receipt.  If any Common
         Stock, Option or Convertible Security is issued to the owners of the
         non-surviving entity in connection with any merger in which the
         Corporation is the surviving corporation, the amount of consideration
         therefor shall be deemed to be the fair value of such portion of the
         net assets and business of the non-surviving entity as is attributable
         to such Common Stock, Option or Convertible Security, as the case may
         be.  The fair value of any consideration other than cash and
         securities shall be determined jointly by the Corporation and the
         holders of a majority of the outstanding Series B Preferred





                                      -8-
<PAGE>   26
         Stock.  If such parties are unable to reach an agreement within a
         reasonable period of time, the fair value of such consideration shall
         be determined by an independent appraiser experienced in valuing such
         type of consideration jointly selected by the Corporation and the
         holders of a majority of the outstanding Series B Preferred Stock.
         The determination of such appraiser shall be final and binding upon
         the parties, and the fees and expenses of such appraiser shall be
         borne by the Corporation.

                          (vi)    Integrated Transactions.  In case any Option
         is issued in connection with the issue or sale of other securities of
         the Corporation, together comprising one integrated transaction in
         which no specific consideration is allocated to such Option by the
         parties thereto, the Option shall be deemed to have been issued for a
         consideration of $.01.

                          (vii)   Treasury Shares.  For the purpose of this
         Section 5, the number of shares of Common Stock outstanding at any
         given time shall not include shares owned or held by or for the
         account of the Corporation or any subsidiary, and the disposition of
         any shares so owned or held shall be considered an issue or sale of
         Common Stock.

                          (viii)  Record Date.  If the Corporation takes a
         record of the holders of Common Stock for the purpose of entitling
         them (A) to receive a dividend or other distribution payable in Common
         Stock, Options or in Convertible Securities or (B) to subscribe for or
         purchase Common Stock, Options or Convertible Securities, then such
         record date shall be deemed to be the date of the issue or sale of the
         shares of Common Stock deemed to have been issued or sold upon the
         declaration of such dividend or upon the making of such other
         distribution or the date of the granting of such right of subscription
         or purchase, as the case may be.

                 (h)      Subdivision or Combination of Common Stock.  If the
Corporation at any time subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Conversion Price in effect
immediately prior to such subdivision shall be proportionately reduced, and if
the Corporation at any time combines (by reverse stock split or otherwise) one
or more classes of its outstanding shares of Common Stock into a smaller number
of shares, the Conversion Price in effect immediately prior to such combination
shall be proportionately increased.

                 (i)      Reorganization, Reclassification, Consolidation,
Merger or Sale.  Any recapitalization, reorganization, reclassification,
consolidation, merger, sale of all or substantially all of the Corporation's
assets or other transaction, in each case which is effected in such a manner
that the holders of Common Stock are entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, is referred to herein as an "Organic Change".  Prior
to the consummation of any Organic Change, the Corporation shall make
appropriate provisions (in form and substance satisfactory to the holders of a
majority of the Series B Preferred Stock then outstanding) to insure that each
of the holders of





                                      -9-
<PAGE>   27
Series B Preferred Stock shall thereafter have the right to acquire and
receive, in lieu of or in addition to (as the case may be) the shares of Common
Stock immediately theretofore acquirable and receivable upon the conversion of
such holder's Series B Preferred Stock, such shares of stock, securities or
assets as such holder would have received in connection with such Organic
Change if such holder had converted its Series B Preferred Stock immediately
prior to such Organic Change.  In each such case, the Corporation shall also
make appropriate provisions (in form and substance satisfactory to the holders
of a majority of the Series B Preferred Stock then outstanding) to insure that
the provisions of this Section 5 and Sections 4, 6 and 7 hereof shall
thereafter be applicable to the Series B Preferred Stock (including, in the
case of any such consolidation, merger or sale in which the successor entity or
purchasing entity is other than the Corporation, an immediate adjustment of the
Conversion Price to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Common Stock acquirable and receivable upon conversion
of Series B Preferred Stock, if the value so reflected is less than the
Conversion Price in effect immediately prior to such consolidation, merger or
sale).  The Corporation shall not effect any such consolidation, merger or
sale, unless prior to the consummation thereof, the successor entity (if other
than the Corporation) resulting from consolidation or merger or the entity
purchasing such assets assumes by written instrument (in form and substance
satisfactory to the holders of a majority of the Series B Preferred Stock then
outstanding), the obligation to deliver to each such holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire.

                 (j)      Current Market Price.  The "Current Market Price"
means as to any security the average of the closing prices of such security's
sales on all domestic or foreign securities exchanges on which such security
may at the time be listed, or, if there have been no sales on any such exchange
on any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any such day security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ National Market or NASDAQ SmallCap Market, as of 4:00 P.M., New York
time, on such day, or, if on any day such security is not quoted in the NASDAQ
National Market or the NASDAQ SmallCap Market (as applicable), the average of
the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over a period of 30 days consisting of the day as of which "Current Market
Price" is being determined and the 29 consecutive business days prior to such
day; provided that if such security is listed on any domestic securities
exchange the term "business days" as used in this sentence means business days
on which such exchange is open for trading.  If at any time such security is
not listed on any domestic securities exchange or quoted in the NASDAQ National
Market or the NASDAQ SmallCap Market or the domestic over-the-counter market,
the "Current Market Price" shall be the fair value thereof determined jointly
by the Corporation and the holders of shares of Series B Preferred Stock
representing a majority of the shares of Series B Preferred Stock then
outstanding; provided that if such parties are unable to reach agreement within
a reasonable period of time, such fair value shall be determined by an
appraiser jointly





                                      -10-
<PAGE>   28
selected by the Corporation and the holders of shares of Series B Preferred
Stock representing a majority of the shares of shares of Series B Preferred
Stock then outstanding.  The determination of such appraiser shall be final and
binding on the Corporation and the holders of the shares of Series B Preferred
Stock and the fees and expenses of such appraiser shall be paid by the
Corporation.

                 (k)      Statement Regarding Adjustments.  Whenever the
Conversion Price shall be adjusted as provided in this Section 5, the
Corporation shall forthwith file, at the office of any transfer agent for the
Series B Preferred Stock and at the principal office of the Corporation, a
statement showing in detail the method of calculation of such adjustment, the
facts requiring such adjustment and the Conversion Price that shall be in
effect after such adjustment, and the Corporation shall also cause a copy of
such statement to be sent by mail, first class postage prepaid, to each holder
of shares of Series B Preferred Stock at its address appearing on the
Corporation's records.  Each such statement shall be signed by the
Corporation's chief financial officer.  Where appropriate, such copy may be
given in advance and may be included as part of a notice required to be mailed
under the provisions of Section 5(l).

                 (l)      Notice to Holders.  In the event the Corporation
shall propose to take any action of the type described in this Section 5, the
Corporation shall give notice to each holder of shares of Series B Preferred
Stock in the manner set forth in Section 5(k), which notice shall specify the
record date, if any, with respect to any such action and the approximate date
on which such action is to take place.  Such notice shall also set forth such
facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action (to the extent such effect may be known at the date of
such notice) on the Conversion Price and the number, kind or class of shares or
other securities or property which shall be deliverable upon conversion of
shares of Series B Preferred Stock.  In the case of any action which would
require the fixing of a record date, such notice shall be given at least ten
calendar days prior to the date so fixed, and in the case of all other action,
such notice shall be given at least 15 calendar days prior to the taking of
such proposed action.  Failure to give such notice, or any defect therein,
shall not affect the legality or validity of any such action.

                 (m)      Costs.  The Corporation shall pay all documentary,
stamp, transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock upon conversion of any shares of Series B
Preferred Stock; provided that the Corporation shall not be required to pay any
taxes which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that of the
holder of the shares of Series B Preferred Stock in respect of which such
shares are being issued.

                 (n)      Dividends Upon Conversion.  In connection with any
conversion of shares of Series B Preferred Stock, the Corporation shall pay
accrued and unpaid dividends thereon in accordance with the provisions of
Section 7(d).





                                      -11-
<PAGE>   29
                 (o)      Certain Events.  If any event occurs of the type
contemplated by the provisions of Section 5(f)(i) but not expressly provided
for by such provisions, then the Conversion Price shall be adjusted by the
Corporation's Board of Directors in good faith so as to protect the rights of
the holders of Series B Preferred Stock; provided that no such adjustment shall
increase the Conversion Price as otherwise determined pursuant to this Section
5 or decrease the number of shares of Common Stock issuable upon conversion of
each share of Series B Preferred Stock.

         6.      Purchase Rights.

                 If at any time the Corporation grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of any class of
Common Stock (the "Purchase Rights"), then each holder of Series B Preferred
Stock shall be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of Common Stock acquirable upon
conversion of such holder's Series B Preferred Stock immediately before the
date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or if no such record is taken, the date as of which the record
holders of Common Stock are to be determined for the grant, issue or sale of
such Purchase Rights.

         7.      Dividends.

                 (a)      General.

                          (i)     The Series B Preferred Stock shall rank on
parity with the Series A Preferred Stock with respect to dividends.  During the
period commencing on the date on which the first share of Series B Preferred
Stock is issued and terminating on the fifth anniversary of such date, the
holders of the Series B Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors out of funds legally available therefor,
cumulative dividends per share of Series B Preferred Stock at the rate per
annum equal to the greater of (A), if any shares of Series A Preferred Stock
are then outstanding, the per annum rate of dividends per share of Series A
Preferred Stock then payable thereon, (B) $6.00 (as shall be equitably adjusted
to reflect any stock dividend, stock distribution, stock split or reverse stock
split, combination of shares, subdivision of shares or reclassification of
shares with respect to the Series A Preferred Stock or Series B Preferred
Stock, as the case may be) and (C) the per annum rate of dividends per share
paid by the Corporation on the Common Stock.

                          (ii)    Dividends on the Series B Preferred Stock
will accrue on each March 31, June 30, September 30 and December 31, occurring
after the date of original issuance (each such date being referred to herein as
an "Accrual Date" and the three-month period or portion thereof, as the case
may be, ending on an Accrual Date being referred to herein as an "Accrual
Period"), whether or not such dividends have been declared, and whether or not
there are funds of the Corporation legally available for the payment of
dividends, and will cease accruing on September 30, 2001.





                                      -12-
<PAGE>   30
Dividends will be paid (when and as declared by the Board of Directors of the
Corporation) quarterly, in arrears, on each February 15, May 15, August 15 and
November 15, occurring in 1997, 1998, 1999, 2000 and 2001.  Each such dividend
shall be paid to the holders of record of shares of the Series B Preferred
Stock as they appear on the stock register of the Corporation on such record
date not exceeding 45 nor less than ten calendar days preceding the payment
date thereof, as shall be fixed by the Board of Directors of the Corporation.
Dividends on account of arrears for any past dividend periods may be declared
and paid at any time, without reference to any regular dividend payment date,
to holders of record on such date, not exceeding 45 nor less than ten calendar
days preceding the payment date thereof, as may be fixed by the Board of
Directors of the Corporation.  Holders of shares of Series B Preferred Stock at
the close of business on a dividend payment record date will be entitled to
receive the dividend payable with respect to such shares on the corresponding
dividend payment date notwithstanding the conversion thereof or the
Corporation's default on payment of the dividend due on such dividend payment
date.  For shares of Series B Preferred Stock surrendered for conversion during
the period from the close of business on any dividend payment record date to
the opening of business on the corresponding dividend payment date, the
Corporation shall pay the dividend to the holder of such shares on the dividend
payment record date.  Except as so provided above and in Section 7(d) below, no
payment or adjustment will be made on account of accrued or unpaid dividends
upon conversion of shares of Series B Preferred Stock.

                          (iii)   The Corporation shall pay the dividends on
the Series B Preferred Stock described in Section 7(a)(i), at the Corporation's
option and in its sole discretion, out of funds legally available therefor (A)
in cash, (B) in shares of Series B Preferred Stock having an aggregate
Liquidation Value (as shall be equitably adjusted to reflect any stock
dividend, stock distribution, stock split or reverse stock split, combination
of shares, subdivision of shares or reclassification of shares with respect to
the Series B Preferred Stock) at the time of such payment equal to the amount
of the dividend to be paid, or (C) in any combination of cash and shares of
Series B Preferred Stock that the Corporation may determine in its sole
discretion, with the number of shares of Series B Preferred Stock to be
distributed in connection therewith to be calculated on the basis set forth in
Section 7(a)(iii)(B).

                          (iv)    No fractional shares of Series B Preferred
Stock or scrip shall be issued upon payment of any dividends in shares of
Series B Preferred Stock.  If more than one share of Series B Preferred Stock
shall be held by the same holder at the time of any dividend payment date, the
number of full shares of Series B Preferred Stock issuable upon payment of such
dividends shall be computed on the basis of the aggregate dividend amount that
the Corporation has determined to pay in Series B Preferred Stock shares.
Instead of any fractional shares of Series B Preferred Stock which would
otherwise be issuable upon payment of such dividends, the Corporation shall pay
out of funds legally available therefor a cash adjustment in respect of such
fractional interest, rounded to the nearest one hundredth (1/100th) of a share,
in an amount equal to that fractional interest of the Liquidation Value (as
shall be equitably adjusted to reflect any stock dividend, stock distribution,
stock split or reverse stock split, combination of shares, subdivision of
shares or reclassification of shares with respect to the Series B Preferred
Stock), rounded to the nearest cent ($.01).





                                      -13-
<PAGE>   31
                 (b)      Allocation of Dividends.  Dividends on the Series B
Preferred Stock, if paid, or if declared and set apart for payment, must be
paid or declared and set apart for payment on all outstanding shares of Series
B Preferred Stock contemporaneously.  In the event dividends on the Series B
Preferred Stock and any other series of Preferred Stock ranking on a parity
therewith in respect thereto or any other class or series of capital stock of
the Corporation ranking on a parity therewith in respect thereto are declared
and paid in an amount less than all accumulated and current dividends on all of
such shares, the total amount declared and paid shall be allocated among all of
such shares so that the per share dividend to be declared and paid on each
share is the same percentage of the sum of the accumulated dividends for each
such share.  In the event dividends are declared and paid on the Series B
Preferred Stock in a combination of cash and shares of Series B Preferred
Stock, the percentage of the dividend paid in cash and the percentage of the
dividend paid in stock must be the same for each share of Series B Preferred
Stock.

                 (c)      Dividends on Conversion.

                          (i)     Immediately prior to the conversion of any
shares of Series B Preferred Stock into Common Stock, all accrued and unpaid
dividends payable pursuant to Section 7 (whether or not declared) on such
shares so converted (prorated until the date of conversion in respect of the
Accrual Period in which such date occurs) shall be payable, at the
Corporation's option and in its sole discretion, out of funds legally available
therefor (A) in cash, (B) in shares of Series B Preferred Stock, such that the
number of shares of Series B Preferred Stock to be distributed with respect to
the portion of the dividend attributable to each Accrual Period shall have an
aggregate Liquidation Value (as shall be equitably adjusted to reflect any
stock dividend, stock distribution, stock split or reverse stock split,
combination of shares, subdivision of shares or reclassification of shares with
respect to the Series B Preferred Stock) at the time of such payment equal to
the amount of the dividend to be paid, or (C) in any combination of cash and
shares of Series B Preferred Stock that the Corporation may determine in its
sole discretion, with the number of shares of Common Stock to be distributed in
connection therewith to be calculated on the basis set forth in Section
7(c)(i)(B).

                          (ii)    No fractional shares of Series B Preferred
Stock or scrip shall be issued upon payment of any dividends in shares of
Series B Preferred Stock upon conversion of any shares of Series B Preferred
Stock.  If more than one share of Series B Preferred Stock shall be surrendered
for conversion at any one time by the same holder, or shall be held by the same
holder at the time of any automatic conversion, the number of full shares of
Series B Preferred Stock issuable upon payment of such dividends shall be
computed on the basis of the aggregate dividend amount that the Corporation has
determined to pay in Series B Preferred Stock shares.  Instead of any
fractional shares of Series B Preferred Stock which would otherwise be issuable
upon payment of such dividends, the Corporation shall pay out of funds legally
available therefor a cash adjustment in respect of such fractional interest,
rounded to the nearest one hundredth (1/100th) of a share, in an amount equal
to that fractional interest of the Liquidation Value (as shall be equitably
adjusted to reflect any stock dividend, stock distribution, stock split or
reverse stock split, combination of shares,





                                      -14-
<PAGE>   32
subdivision of shares or reclassification of shares with respect to the Series
B Preferred Stock), rounded to the nearest cent ($.01).

         8.      Reacquired Shares.  Any shares of Series B Preferred Stock
redeemed, purchased, converted or otherwise acquired by the Corporation in any
manner whatsoever shall not be reissued as part of such series and shall be
retired promptly after the acquisition thereof.  All such shares shall upon
their retirement and the filing of any certificate required in connection
therewith pursuant to the Delaware General Corporation Law become authorized
but unissued shares of Preferred Stock.


         SECOND:  That said determination of the powers, designation,
preferences and the relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, relating to said series of
Preferred Stock, was duly made by the Board of Directors of the Corporation
pursuant to the provisions of the Restated Certificate of Incorporation of the
Corporation, as amended, and in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware.





                                      -15-
<PAGE>   33
         IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by Paul M. Frison, its President, on this 13th day of November, 1996.

                                        LIFECELL CORPORATION
                                       
                                       
                                       
                                        By /s/ Paul. M. Frison
                                          -------------------------------------
                                               Paul M. Frison, President





                                      -16-
<PAGE>   34
                           CERTIFICATE OF RETIREMENT
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                              LIFECELL CORPORATION

            (Pursuant to Section 243 of the General Corporation Law
                           of the State of Delaware)


LifeCell Corporation, a Delaware corporation (the "Company"), certified as
follows:

         FIRST:  Article Fourth of the Company's Restated Certificate of
                 Incorporation, as amended, authorizes the issuance of 300,000
                 shares of Series A Preferred Stock, par value $.001 per share
                 (the "Series A Preferred Stock").

         SECOND: On June 19, 1997, the Board of Directors of the Company, by
                 resolution, retired 300,000 shares of Series A Preferred
                 Stock, which shares constituted all of the authorized shares
                 of Series A Preferred Stock.

         THIRD:  Article Fourth of the Company's Restated Certificate of
                 Incorporation, as amended, prohibits the reissuance of such
                 shares as Series A Preferred Stock, and, therefore, such
                 shares are restored to the status of authorized but
                 undesignated shares of preferred stock of the Company.

         FOURTH: Pursuant to the provisions of Section 243 of the General
                 Corporation Law of Delaware, all reference to Series A
                 Preferred Stock in the Restated Certificate of Incorporation,
                 as amended, of the Company are hereby eliminated.

         IN WITNESS WHEREOF, LifeCell Corporation has caused this certificate
to be signed and attested by Paul M.  Frison, its duly authorized officer this
19th day of June, 1997.

                                        LIFECELL CORPORATION
                                        
                                        
                                        
                                        By:   /s/ PAUL M. FRISON
                                           ------------------------------------
                                        Paul M. Frison, Chairman of the Board,
                                        President and Chief Executive Officer