**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **Form
        10-K/A**
 
 **þ**
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934:**For
                  the fiscal year ended December 31,
                  2006
 
 ** ̈**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934:**For
                  the transition period from __________ to __________
 
 Commission
        file number: 0-19890
 
 **LifeCell
        Corporation**
 (Exact
        name of registrant as specified in its charter)
 
 **Delaware**
              **76-0172936**(State
                  or other jurisdiction of Incorporation or organization**)**
              **(**I.R.S.
                  employer identification no.)
 
 **One
        Millennium Way, Branchburg, New Jersey 08876**
 (Address
        of principal executive offices, including zip code)
 
 Registrant’s
        telephone number, including area code: **(908)
        947-1100**
 
 Securities
        registered pursuant to Section 12(b) of the Act: **** **None**
 
 Securities
                  registered pursuant to Section 12(g) of the Act:
              **Common
                  Stock, par value $.001 per share**(Title
                  of Class)
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as
 defined
        in Rule
        405 of the
        Securities Act. Yes þ .
        No  ̈ .
 
 Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
 Section
        13 or Section 15(d) of the Act. Yes  ̈ .
        No þ .
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. Yes þ .
        No  ̈ .
  Indicate
        by check mark if disclosure of delinquent filers pursuant to Item
        405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-K or any amendment to
        this Form 10-K. þ
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of accelerated
        filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
        one):
  Large
                  accelerated filerþ
              Accelerated
                  filer ̈
              Non-accelerated
                  filer ̈
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
  Yes  ̈ .
        No þ .
  The
        aggregate market value of voting Common Stock held by non-affiliates of
        registrant, based upon the last sale price of the Common stock reported on
        the
        NASDAQ Stock Market as of the last business day of the registrant’s most
        recently completed second fiscal quarter ended June 30, 2006 was approximately **$1,013,785,000** .
  The
        number of shares of registrant’s Common Stock outstanding as of February 26,
        2007: 33,783,000 **.**
  
 
 
 PRELIMINARY
        NOTE
  LifeCell
        Corporation is filing this Amendment No. 1 to Part 3, Item 11 of its Annual
        Report on Form 10-K for the year ended December 31, 2006, as filed with the
        Securities and Exchange Commission on March 1, 2007. The sole purpose of
        this
        amendment is to (i) revise the value realized of stock options exercised
        by our
        Chief Financial Officer as set forth under “Stock Option Exercise and Vesting of
        Restricted Stock Awards” under Item 11 - Executive Compensation and (ii) revise
        certain values set forth in the column “Market Value of Shares or Units of Stock
        that Have Not Vested” under “Outstanding Equity Awards at Fiscal Year End” for
        certain other executive officers under Item 11 - Executive
        Compensation. ******
  
 Item
                    11.
                Executive
                    Compensation
  **Compensation
        Committee Report**
 
 *Under
        the rules of the SEC, this Compensation Committee Report is not deemed to
        be
        incorporated by reference by any general statement incorporating this Annual
        Report by reference into any filings with the SEC.*
 
 The
        Compensation Committee has reviewed and discussed the following Compensation
        Discussion and Analysis with management. Based on this review and these
        discussions, the Compensation Committee recommended to the Board of Directors
        that the following Compensation Discussion and Analysis be included in this
        Annual Report on Form 10-K.
 
 *Submitted
        by the Compensation Committee*
 James
        G.
        Foster, Chairman
 David
        Fitzgerald
 Robert
        P.
        Roche
 
 **Compensation
        Discussion and Analysis**
 
 Introduction
 
 This
        discussion presents the principles underlying our executive officer compensation
        program. Our goal in this discussion is to provide the reasons why we award
        compensation as we do and to place in perspective the data presented in the
        tables that follow this discussion. The focus is primarily on our executive’s
        2006 compensation, but some historical and forward-looking information is
        also
        provided to put 2006 information in context. The information we present relates
        to Paul G. Thomas, our chief executive officer, Steven T. Sobieski, our chief
        financial officer, and our three other most highly compensated “executive
        officers,” who are sometimes referred to in this section as our “named executive
        officers.” We note that the employment of one of our three other most highly
        compensated executive officers terminated in October 2006.
 
 Compensation
        Philosophy and Objectives
 
 We
        attempt to apply a consistent philosophy to compensation for all employees,
        including senior management. This philosophy is based on the premises that
        our
        success results from the efforts of each employee and that a cooperative,
        team-oriented environment is an essential part of our culture. We believe
        in the
        importance of rewarding employees for our successes, which is why we emphasize
        pay-for-performance incentive compensation. Particular emphasis is placed
        on
        broad employee equity participation through the use of stock options and
        restricted stock awards, as well as on annual cash bonuses linked to achievement
        of our corporate performance goals and the personal objectives established
        for
        our employees.
 
 Our
        compensation programs for our named executive officers are designed to achieve
        a
        variety of goals including to:
 
 •
              attract
                  and retain talented and experienced executives in the highly competitive
                  biologic products industry;
 •
              motivate
                  and reward executives whose knowledge, skills and performance are
                  critical
                  to our success;
 •
              align
                  the interests of our executives and stockholders by motivating
                  executives
                  to increase stockholder value in a sustained manner; and
 •
              provide
                  a competitive compensation package which rewards achievement of
                  both
                  company and individual performance
                  goals.
 
 Employment
        Agreements
 
 During
        2005, we were concerned about retaining key management on a long-term basis
        and
        in providing our executive team appropriate severance benefits to assure
        their
        retention through the process of any potential change-in-control situation.
        Accordingly, we entered into new employment agreements with certain executive
        officers during 2005, including Mr. Thomas, Chairman of the Board, President
        and
        Chief Executive Officer; Mr. Sobieski, Chief Financial Officer; and Ms.
        Colleran, Senior Vice President, Commercial Operations. We also entered into
        a
        change-in-control agreement with Dr. Lamb, Senior Vice President, Development,
        Regulatory Affairs and Quality.
  
  In
        approaching new employment agreements for Mr. Thomas and other executive
        officers as well as executive compensation in general, the Compensation
        Committee viewed compensation of executives as having three distinct
        parts:
 
 •
              a
                  current compensation program;
 •
              a
                  set of standard benefits; and
 •
              a
                  long-term benefits program.
 
 The
        current compensation element focuses on the executive officer's salary and
        eligibility for annual bonuses based upon performance, and is designed to
        provide competitive compensation for services rendered. Our standard benefits
        package consists primarily of health insurance benefits and participation
        in a
        401(k) plan with matching employer contributions. The long-term benefits
        element
        is reflected in the grants of stock options and restricted stock awards.
        The
        terms of each employment agreement are discussed under “Change-in-control and
        Severance Agreements” below. Any decisions about future levels of executive
        compensation with respect to these individuals must be consistent with our
        contractual obligations to them.
 
 Elements
        of Executive Officer Compensation
 
 ***Overview*** .
        Total
        compensation paid to our executive officers is influenced significantly by
        the
        need to attract and retain management employees with a high level of expertise
        and to motivate and retain key executives for our long-term success. Some
        of the
        components of compensation, such as salary, are generally fixed and do not
        vary
        based on our financial and other performance. Some components, such as bonus,
        stock options and stock award grants, are dependent upon the achievement
        of
        certain goals jointly agreed upon by our management and the Compensation
        Committee. Furthermore, the value of certain of these components, such as
        stock
        options and restricted stock, is dependent upon our future stock price.
 
 We
        compensate our executive officers in these different ways in order to achieve
        different goals. Cash compensation, for example, provides our executive officers
        a minimum base salary. Incentive bonus compensation is generally linked to
        the
        achievement of short-term financial and business goals, and is intended to
        reward our executive officers for our overall performance, as well as their
        individual performance in reaching annual goals that are agreed to in advance
        by
        management and the Compensation Committee. Stock options and grants of
        restricted stock are intended to link our executive officers’ longer-term
        compensation with the performance of our stock and to build executive ownership
        positions in the Company’s stock. This encourages our executive officers to
        remain with us, to act in ways intended to maximize stockholder value, and
        to
        penalize them if we and/or our stock fails to perform to expectations.
 
 We
        view
        the three components of our executive officer compensation as related but
        distinct. Although our Compensation Committee does review total compensation,
        we
        do not believe that compensation derived from one component of compensation
        necessarily should negate or reduce compensation from other components. We
        determine the appropriate level for each compensation component based in
        part,
        but not exclusively, on our historical practices with the individual and
        our
        view of individual performance and other information we deem relevant, such
        as
        the data we receive from the consultant hired by our Compensation Committee.
        Our
        Compensation Committee has not adopted any formal or informal policies or
        guidelines for allocating compensation between long-term and currently paid
        out
        compensation, between cash and non-cash compensation, or among different
        forms
        of compensation, except that we have generally used a 2-to-1 ratio for the
        grant
        of stock options and restricted stock awards with the intent to re-assess
        this
        ratio as the Company grows. As the Company’s growth is recent, we have not
        reviewed wealth and retirement accumulation as a result of employment with
        us,
        and we have only focused on fair compensation for the year in
        question.
 
 To
        advise
        us on executive compensation in general, our Compensation Committee has engaged
        the services of Radford Surveys & Consulting (“Radford”), a business unit of
        Aon Consulting (“Aon”). Radford is heavily focused in the Life Sciences area.
        They have produced data for us comparing our executive officer compensation
        with
        that of 19 peer group companies that we have selected with Radford’s assistance.
        Our Compensation Committee realizes that benchmarking our compensation against
        the compensation earned at comparable companies may not always be appropriate,
        but believes that engaging in a comparative analysis of our compensation
        practices is useful.
 
 ***Base
        Salary*** .
        We pay
        our executives a base salary, which we review and determine annually. We
        believe
        that a competitive base salary is a necessary element of any compensation
        program. We believe that attractive base salaries can motivate and reward
        executives for their overall performance. Base salaries are established in
        part
        based on the individual position, responsibility, experience, skills and
        expected contributions during the coming year of the executive and their
        performance during the prior year. We also have sought to align base
        compensation levels comparable to our competitors and other companies in
        similar
        stages of development. We do not view base salaries as primarily serving
        our
        objective of paying for performance, but in attracting and retaining the
        most
        qualified executives necessary to run our business.
  
  Based
        on
        all of the factors described above, including base salary (which historically
        lagged the marketplace), Company performance and individual performance reviews,
        in December 2005, effective for 2006, the Chief Executive Officer was granted
        a
        15% salary increase and the other named executive officers received, on average,
        a 5% increase. A similar process occurred in December 2006. Again, after
        reviewing first performance and then benchmarking data, the Committee granted
        the Chief Executive Officer and each of the other executive officers a salary
        increase of approximately 5% for 2007. We believe that our salary levels
        are
        generally sufficient to retain our existing executive officers and to hire
        new
        executive officers when and as required.
 
 ***Cash
        Incentive Bonuses.*** Consistent
        with our emphasis on pay-for-performance incentive compensation programs,
        our
        executives are eligible to receive annual cash incentive bonuses primarily
        based
        upon their performance during the year as measured against predetermined
        company
        and personal performance goals established by us, including financial measures
        and the achievement of strategic objectives. The primary objective of our
        annual
        cash incentive bonuses is to motivate and reward our employees, including
        our
        named executive officers, for meeting our short-term objectives using a
        pay-for-performance program with objectively determinable performance goals.
 
 At
        the
        end of each year, our management, particularly the Chief Executive Officer,
        sets
        various company goals for the following year, which are reviewed and approved
        by
        the Compensation Committee. The goals include both financial elements and
        achievement of product development and other company business objectives.
        For
        instance, the 2006 financial goals included target measures for product revenue,
        operating income and gross margin (before equity compensation). Non-financial
        goal measures include achieving various product development milestones,
        processing metrics and cost savings. Each goal is assigned a particular weighing
        in the overall bonus formula.
 
 In
        addition, at the end of each year, each executive officer meets with our
        Chief
        Executive Officer to establish the individual’s specific goals for the upcoming
        year, which are dependent on that person’s job responsibilities. The Chief
        Executive Officer’s goals are the same as our overall company goals. Individual
        goals and corporate goals each affect 50% of the bonus. Goals are set at
        laddered levels, and attaining the highest level is intended to be a stretch
        goal. We design the cash incentive bonuses for each of our executive officers
        to
        focus the executive officer on achieving key operational and financial
        objectives within a yearly time horizon.
 
 We
        next
        establish the target amount of our annual cash incentive bonuses for each
        executive at a level that represents a meaningful portion of our executives’
currently paid out cash compensation, and set additional threshold and maximum
        performance levels above and below these target levels. For instance, for
        2006,
        the Chief Executive Officer’s target bonus was 60% of his base salary, and the
        other named executive officers had targets ranging from 30-35% of their base
        salaries. Then depending on the achievement of the corporate and individual
        goals, each officer could earn between 0 and 150% of the target bonus amount.
        In
        addition to considering the incentives that we want to provide to our executives
        in establishing these levels, we also consider the bonus levels for comparable
        positions at similarly situated companies, as reported by Radford, our
        historical practices and any contractual commitments that we have relating
        to
        executive bonuses.
 
 The
        Company does not have a formal policy on the effect on bonuses of a subsequent
        restatement or other adjustment to the financial statements, other than the
        penalties provided by law.
 
 ***Equity
        Compensation*** .
        We
        believe that stock options and restricted stock awards are an important
        long-term incentive for our executive officers and employees and that our
        stock
        option and restricted stock award program has been effective in aligning
        officer
        and employee interests with that of our stockholders. We review our equity
        compensation plan annually. Employees are eligible for annual stock option
        and
        restricted stock award grants based on targeted levels. These options and
        grants
        are intended to produce value for each executive officer if: our stock
        performance is outstanding; shareholders derive significant sustained value;
        and
        the executive officer remains with us.
 
 To
        establish target levels, the Committee uses data supplied by Radford for
        peer
        group companies and its Biotechnology survey and then seeks to deliver long-term
        incentive value at the 50th percentile blended with the market 50th percentile
        number of options irrespective of value. The Committee also considered
        comparable company data on the relationship of stock options and restricted
        stock granted to outstanding shares. The Committee then sets targeted levels
        of
        equity to be awarded. The actual number of restricted shares and options
        granted
        to an executive is based on performance as measured by the performance goals
        set
        for the year just ended. The same process occurred in December 2005 and 2006
        for
        equity grants in January 2006 and 2007, respectively.
 
 Once
        a
        target value is established for an executive, the Committee grants stock
        options
        to that executive with a Black-Scholes value of approximately half the target
        value, and then grants a number of restricted shares that is approximately
        half
        of the number of option shares, based on a recommendation by Radford. Stock
        options are believed to be a superior vehicle to encourage executives to
        focus
        on increasing stock price and to respond to shareholder demand for performance
        linkage, while grants of restricted shares are better linked to executive
        retention, increasing executive ownership of the Company and minimizing
        shareholder dilution. By dividing equity compensation into both types of
        awards,
        the Committee hopes to achieve multiple goals.
  
  At
        its
        December 2005 meeting, the Compensation Committee, in consultation with Radford,
        considered equity grants to be made effective January 2006. The number of
        options and restricted shares granted to and held by our executive officers
        and
        the prices of these options and grants of restricted stock are reflected
        in the
“Summary Compensation Table” and the “Grants of Plan-Based Awards” table below.
 
 We
        do not
        have any program, plan or obligation that requires us to grant equity
        compensation to any executive officer on specified dates. The practice has
        been
        to approve grants in December, effective at the beginning of January of the
        following year. The authority to make equity grants to executive officers
        rests
        with our Compensation Committee (subject to ratification by the full Board
        of
        Directors), although, as noted above, the Compensation Committee does consider
        the recommendations of our Chairman and Chief Executive Officer in setting
        the
        compensation of our other executive officers.
 
 ***Severance
        and Change-in-Control Benefits.*** **** Mr.
        Thomas, Mr. Sobieski and Ms. Colleran each have a provision in their respective
        employment agreements providing for certain severance benefits in the event
        of
        termination or retirement, as well as a provision providing for a higher
        payment
        in the event of termination or retirement following a change-in-control as
        defined in the employment agreements. Dr. Lamb has a separate change-in-control
        agreement that only provides for a severance benefit following a
        change-in-control. These severance provisions are described in the
“Change-in-Control and Severance Agreements” section below, and certain
        estimates of these change of control benefits are provided in “Estimated
        Payments and Benefits Upon Various Employment Termination Scenarios”
below.
 
 In
        determining the severance provisions that we have provided to our executive
        officers, the Compensation Committee took into account that the only pension
        plan or other retirement plan that we provide for these executive officers
        is
        our 401(k) plan. We provide the opportunity for certain of our named executive
        officers to be protected under the severance and change-in-control provisions
        contained in their employment agreements. Our agreements are double trigger
        change-in-control arrangements. We provide this opportunity to attract and
        retain an appropriate caliber of talent for the position. Our severance and
        change-in-control provisions for the named executive officers are summarized
        in
        the “Change-in-Control and Severance Agreements” and “Estimated Payments and
        Benefits Upon Various Employment Termination Scenarios” sections below, but
        generally provide that on a “trigger event” within a period of time before or
        after a change-in-control, the increased change-in-control benefit is paid.
        A
        trigger event is a termination of employment by the Company without cause
        or a
        termination by the executive for good reason. We believe that our severance
        and
        change-in-control provisions are consistent with the provisions and benefit
        levels of other companies disclosing such provisions as reported in public
        SEC
        filings.
 
 ***Benefits.*** Our
        executive officers participate in all of our employee benefit plans, such
        as
        medical, group life and disability insurance and our 401(k) plan, on the
        same
        basis as our other employees. Our 401(k) plan provides for matching payments
        by
        the Company.
 
 ***Perquisites.*** Our
        Chief Executive Officer receives an automobile allowance. Our use of perquisites
        as an element of compensation is very limited. We do not view perquisites
        as a
        significant element of our comprehensive compensation structure.
 
 Stock
        Ownership Guidelines
 
 We
        have
        adopted stock ownership guidelines for our executive officers and directors
        in
        December 2006. The purpose of the guidelines is to encourage officers and
        directors to maintain a significant equity ownership in the Company and thereby,
        complement our policy of awarding equity compensation so as to align their
        interests with those of shareholders. The policy became effective on January
        1,
        2007. The policy suggests that as a guideline, the officers and directors
        maintain equity positions in our common stock (not including stock options
        or
        unvested restricted shares) as follows:
 
 Title
              
              Equity
                  PositionChief
                  Executive Officer
              
              3
                  times annual base salaryChief
                  Financial Officer
              
              2
                  times annual base salaryOther
                  Executive Officers
              
              Annual
                  base salaryDirectors
              
              3
                  times annual cash compensation
 The
        Board
        has suggested that the individuals covered by the policy reach the equity
        position suggested by the guidelines within five years.
 
 The
        Compensation Committee Process
 
 Compensation
        Committee meetings typically have included, for all or a portion of each
        meeting, a representative of Aon, as well as preliminary discussion with
        our
        Chairman and Chief Executive Officer prior to our Compensation Committee
        deliberating without any members of management present. Our Compensation
        Committee has also involved outside counsel in its deliberations as needed.
        For
        compensation decisions, including decisions regarding the grant of equity
        compensation relating to executive officers (other than our Chairman and
        Chief
        Executive Officer), the Compensation Committee considers the recommendations
        of
        our Chairman and Chief Executive Officer and includes him in its discussions.
 
 Regulatory
        Considerations
 
 We
        account for the equity compensation expense for our employees under the rules
        of
        SFAS 123R, which requires us to estimate and record an expense for each award
        of
        equity compensation over the service period of the award. Accounting rules
        also
        require us to record cash compensation as an expense at the time the obligation
        is accrued.
 
 With
        respect to change-in-control payments for Mr. Thomas, Mr. Sobieski and Ms.
        Colleran, in the event that any payment or benefit that they would receive
        upon
        termination would otherwise constitute a “parachute payment” under Section 280G
        of the Internal Revenue Code and be subject to the excise tax imposed by
        Section
        4999 of the Code, such payment and benefits will be reduced to an amount
        equal
        to either (a) the largest portion of the payment and benefits that would
        result
        in no portion of the payment and benefits being subject to the excise tax
        or (b)
        the largest portion of the payment, up to and including the total, whichever
        amount, after taking into account all taxes and the excise tax, results in
        such
        person’s receipt, on an after tax basis, of the greater amount of the payment
        and benefits. If Dr. Lamb is notified that the payments and benefits to be
        paid
        would be nondeductible by us because of Section 280G of the Internal Revenue
        Code, such payments and benefits shall be reduced to the minimum extent
        necessary so that all payments made are deductible under Section 280G. Dr.
        Lamb
        has the discretion as to which payments and benefits, and the amounts thereof,
        shall be reduced.
 
 **Cash
        and Other Compensation**
  The
        following table, which should be read in conjunction with the explanations
        provided above, provides certain compensation information concerning our
        Chief
        Executive Officer, Chief Financial Officer and our three most highly compensated
        executive officers (the "Named Executive Officers"), other than the Chief
        Executive Officer and Chief Financial Officer, for the fiscal year ended
        December 31, 2006.
 
 **Summary
                  Compensation Table**Name
                  andprincipal
                  position
              
              Year
              
              Salary
              
              Stock
                awards(1)
              
              Option
                awards(1)
              
              Non-equity
                incentive
                  plan
                compensation
                ($)(2)
              
              All
                  other
                compensation
                ($)
              
              Total
                  ($)Paul
                  G. Thomas
              
              
              2006
              
              $
              477,750
              
              $
              1,904,847(3)
              
              $
              304,255(3)
              
              $
              390,417
              
              $
              16,500(4)
              
              $
              3,093,769Chairman,
                  President and
              
              
              2005
              
              $
              416,042
              
              $
              641,793(5)
              
              $
              264,702(3)
              
              $
              368,550
              
              $
              10,000(4)
              
              $
              1,701,087Chief
                  Executive Officer
              
              
              2004
              
              $
              370,000
              
              $
              -
              
              $
              266,049(3)
              
              $
              250,000
              
              $
              -
              
              $
              886,049Steven
                  T. Sobieski
              
              
              2006
              
              $
              246,850
              
              $
              337,298(3)
              
              $
              141,765(3)
              
              $
              112,490
              
              $
              -
              
              $
              838,403Vice
                  President, Finance and Administration,
              
              
              2005
              
              $
              232,000
              
              $
              126,447(5)
              
              $
              96,990(3)
              
              $
              104,748
              
              $
              -
              
              $
              560,185Chief
                  Financial Officer
              
              
              2004
              
              $
              222,000
              
              $
              -
              
              $
              147,043(3)
              
              $
              86,014
              
              $
              -
              
              $
              455,057Lisa
                  N. Colleran
              
              
              2006
              
              $
              272,225
              
              $
              711,720(3)
              
              $
              131,423(3)
              
              $
              130,913
              
              $
              -
              
              $
              1,246,281Senior
                  Vice President,
              
              
              2005
              
              $
              260,750
              
              $
              239,715(5)
              
              $
              97,825(3)
              
              $
              117,729
              
              $
              -
              
              $
              716,019Commercial
                  Operations
              
              
              2004
              
              $
              232,400
              
              $
              -
              
              $
              98,093(3)
              
              $
              89,318
              
              $
              -
              
              $
              419,811Bruce
                  S. Lamb, Ph.D
              
              
              2006
              
              $
              246,050
              
              $
              25,087(3)
              
              $
              193,080(3)
              
              $
              88,578
              
              $
              -
              
              $
              552,795Senior
                  Vice President,
              
              
              2005
              
              $
              176,250
              
              $
              -
              
              $
              119,968(3)
              
              $
              92,637
              
              $
              -
              
              $
              388,855Development,
                  Regulatory Affairs and Quality
              
              
              2004
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Young
                  C. McGuinn
              
              
              2006
              
              $
              186,750
              
              $
              66,240(3)
              
              $
              89,213(3)
              
              $
              -
              
              $
              -
              
              $
              342,203Vice
                  President,
              
              
              2005
              
              $
              213,825
              
              $
              53,970(5)
              
              $
              162,925(3)
              
              $
              84,804
              
              $
              -
              
              $
              515,524Manufacturing
                  Operations(6)
              
              
              2004
              
              $
              95,577
              
              $
              -
              
              $
              73,712(3)
              
              $
              34,526
              
              $
              -
              
              $
              203,815
 
  (1)
              Represents
                  the expense to us pursuant to FAS 123(R ) for the respective year
                  for
                  restricted stock or stock options awards granted as long-term incentives
                  pursuant to our Equity Compensation Plan. See Note 8 of our Financial
                  Statements for the fiscal years ended December 31, 2006, 2005 and
                  2004 for
                  the assumptions used for valuing the expense under FAS
                  123(R).
 (2)
              Represents
                  bonus paid for such fiscal year.
 (3)
              These
                  awards vest in four equal annual installments beginning one year
                  after the
                  date of grant.
 (4)
              Includes
                  $15,000 of car allowance paid by us in 2006 and $8,750 in 2005.
                  The
                  remaining amount represents our match on our 401(k)
                  Plan.
 (5)
              For
                  Mr. Thomas, 67,913 restricted stock awards that vest in three equal
                  annual
                  installments beginning one year after the date of grant (July 20,
                  2005),
                  75,862 restricted stock awards that vest in full on December 31,
                  2007 and
                  113,739 restricted stock awards that vest on December 31, 2007
                  if certain
                  product revenue and operations income targets are achieved by us
                  for the
                  fiscal year ending December 31, 2007; for Ms. Colleran, 21,341
                  shares vest
                  in three equal annual installments beginning one year after the
                  date of
                  grant, 29,977 shares vest in full on December 31, 2007 and 44,966
                  shares
                  vest on December 31, 2007 if certain product revenue and operating
                  income
                  targets are achieved by us for the fiscal year ending December
                  31, 2007;
                  and for Ms. McGuinn and Mr. Sobieski, all of the restricted stock
                  awards
                  vest in three equal annual installments beginning one year after
                  the date
                  of grant.
 (6)
              Ms.
                  McGuinn's employment with us terminated in October
                  2006.
  **Plan-Based
        Awards**
  **Option
        and Stock Award Grants in 2006**
  The
        following table provides certain information with respect to restricted stock
        awards and options granted to our Named Executive Officers during the fiscal
        year ended December 31, 2006.
 
 **Grants
                  of Plan-Based Awards**Name
              
              Grant
                  Date
              
              Approval
                Date(1)
              
              All
                  Other
                Stock
                  Awards: Number of
                Shares
                  of Stock or
                Units
                  (#)(2)
              
              All
                  Other
                Stock
                  Awards:
                Number
                  of
                Shares
                  of Options (#)(2)
              
              Exercise
                  or
                Base
                Price
                  of
                Option
                Awards
                ($
                  per share)
              
              Grant
                  Date
                Fair
                  Value of
                Stock
                  and Option AwardsPaul
                  G. Thomas
              
              
              1/3/06
              
              
              12/14/05
              
              
              20,000
              
              
              
              
              
              
              
              $
              385,0001/3/06
              
              
              12/14/05
              
              
              
              
              
              35,000
              
              $
              19.25
              
              $
              447,230Steven
                  T. Sobieski
              
              
              1/3/06
              
              
              12/14/05
              
              
              11,612
              
              
              
              
              
              
              
              $
              223,5311/3/06
              
              
              12/14/05
              
              
              
              
              
              22,576
              
              $
              19.25
              
              $
              288,476Lisa
                  N. Colleran
              
              
              1/3/06
              
              
              12/14/05
              
              
              5,804
              
              
              
              
              
              
              
              $
              111,7271/3/06
              
              
              12/14/05
              
              
              
              
              
              10,964
              
              $
              19.25
              
              $
              140,098Bruce
                  S. Lamb, Ph.D.
              
              
              1/3/06
              
              
              12/14/05
              
              
              5,256
              
              
              
              
              
              
              
              $
              101,1781/3/06
              
              
              12/14/05
              
              
              
              
              
              10,512
              
              $
              19.25
              
              $
              134,322Young
                  C. McGuinn(3)
              
              
              1/3/06
              
              
              12/14/05
              
              
              5,288
              
              
              
              
              
              
              
              $
              101,7941/3/06
              
              
              12/14/05
              
              
              
              
              
              10,576
              
              $
              19.25
              
              $
              135,140
 
 (1)
              In
                  accordance with its normal practice, the Compensation Committee
                  approved
                  the grant of these awards effective on January 3, 2006 at a meeting
                  of the
                  Compensation Committee held on December 14,
                  2005.
 (2)
              These
                  awards vest in four equal installments beginning one year after
                  the date
                  of grant.
 (3)
              Ms.
                  McGuinn's employment with us terminated in October
                  2006.
  **Stock
        Option Exercises and Vesting of Restricted Stock Awards**
 
 The
        following table provides certain information with respect to option exercises
        and stock vesting for each of our Named Executive Officers during the fiscal
        year ended December 31, 2006.
  **Option
                  Exercises and Stock Vested**Option
                  Awards
              
              Stock
                  AwardsName
              
              Number
                  of Shares Acquired on Exercise (#)
              
              Value
                  Realized on Exercise ($)(1)
              
              Number
                  of Shares Acquired on Vesting (#)
              
              Value
                  Realized on Vesting ($)(2)Paul
                  G. Thomas
              
              
              201,216
              
              $
              3,689,372
              
              
              22,637
              
              $
              608,030Steven
                  T. Sobieski
              
              
              146,250
              
              $
              2,452,920
              
              
              16,666
              
              $
              447,649Lisa
                  N. Colleran
              
              
              40,000
              
              $
              1,098,688
              
              
              7,113
              
              $
              191,055Bruce
                  S. Lamb, Ph.D.
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -Young
                  C. McGuinn
              
              
              -
              
              $
              -
              
              
              7,113
              
              $
              191,055
 
 (1)
              Represents
                  the difference between the market price of the underlying securities
                  at
                  exercise and the exercise price of the
                  option.
 (2)
              Represents
                  the number of shares vested multiplied by the market value of the
                  underlying shares on the vesting
                  date.
  **Outstanding
        Equity Awards at Fiscal Year End**
 
 The
        following table provides certain information concerning outstanding equity
        awards held by each of our Named Executive Officers at December 31, 2006.
  
  **Outstanding
                  Equity Awards at Fiscal Year-End**Option
                  Awards
              
              Stock
                  AwardsName
              
              Number
                  of Securities Underlying Unexercised Options (#)
                  Exercisable
              
              Number
                  of Securities Underlying Unexercised Options (#)
                  Unexercisable
              
              Option
                  Exercise Price ($)
              
              Option
                  Expiration Date
              
              Number
                  of Shares or Units of Stock That Have Not Vested (#)
              
              Market
                  Value of Shares or Units of Stock That Have Not Vested ($)(1)
              
              Equity
                  Incentive Plan Awards: Number of Unearned Shares, Units or Other
                  Rights
                  That Have Not Vested (#)
              
              Equity
                  Incentive Plan Awards: Market Value of Unearned Shares, Units or
                  Other
                  Rights That Have Not Vested ($)(1)Paul
                  G. Thomas
              
              
              13,504
              
              
              -
              
              $
              2.74
              
              
              12/22/1225,000
              
              
              25,000
              
              $
              5.27
              
              
              12/11/13-
              
              
              35,000
              
              $
              19.25
              
              
              01/02/16113,739
              
              $
              2,745,65945,276
              
              $
              1,092,96375,862
              
              $
              1,831,30920,000
              
              $
              482,800Steven
                    T. Sobieski
              
              
              18,750
              
              
              -
              
              $
              2.74
              
              
              12/22/12-
              
              
              8,775
              
              $
              5.27
              
              
              12/11/13-
              
              
              22,576
              
              $
              19.25
              
              
              01/02/1633,334
              
              $
              804,68311,612
              
              $
              280,314Lisa
                  N. Colleran
              
              
              60,000
              
              
              -
              
              $
              2.74
              
              
              12/22/1237,500
              
              
              12,500
              
              $
              5.27
              
              
              12/11/13-
              
              
              10,964
              
              $
              19.25
              
              
              01/02/1644,967
              
              $
              1,085,50314,228
              
              $
              343,46429,978
              
              $
              723,6695,804
              
              $
              140,109Bruce
                  S. Lamb, Ph.D.
              
              
              25,000
              
              
              75,000
              
              $
              8.84
              
              
              03/31/15-
              
              
              10,512
              
              $
              19.25
              
              
              01/02/165,256
              
              $
              126,880Young
                  C. McGuinn(2)
 
 (1)
              Based
                  on $24.14 per share, the closing price of the Common Stock, as
                  reported on
                  the NASDAQ Global Market, on December 29,
                  2006.
 
 (2)
              Ms.
                  McGuinn's employment with us terminated in October
                  2006.
  
  **Compensation
        of Directors**
  Effective
        June 1, 2006, non-employee directors are paid $25,000 per year, payable monthly,
        regardless of the number of Board meetings attended, as well as $1,500 per
        meeting attended. Non-employee directors who serve on the Compensation
        Committee, the Nominating and Corporate Governance Committee and the Audit
        Committee are also paid $3,000, $3,000 and $5,000 per year, respectively,
        regardless of the number of committee meetings attended. The Chairman of
        the
        Audit Committee receives an annual retainer of $10,000 and the Chairman of
        the
        Compensation Committee and the Nominating and Corporate Governance Committee
        each receive an annual retainer of $6,000 per year. Directors are reimbursed
        for
        their expenses for attendance at such meetings. Mr. Sutter has declined to
        accept any cash compensation for his service on the Board. Our directors
        who are
        employees of LifeCell receive no director fees.
  In
        2006,
        newly elected non-employee directors were entitled to receive an option to
        purchase 15,000 shares of common stock at an exercise price equal to the
        fair
        market value of a share of common stock on such election date. However, there
        were no new directors elected to the Board in 2006. Additionally in 2006,
        each
        non-employee director was entitled to receive a restricted stock award of
        3,500
        shares of common stock on the date of our Annual Meeting of Stockholders
        whereas
        in 2005, each non-employee director received an option grant to purchase
        10,000
        shares of common stock on the date of our Annual Meeting of Stockholders
        at an
        exercise price equal to the fair market value of a share of common stock
        on such
        date. The restricted stock awards granted to non-employee directors in 2006
        will
        vest in equal installments over a three-year period commencing on the first
        anniversary of the date of grant. Options granted in 2005 vested one year
        after
        the date of grant and expire ten years after the date of grant.
 
 The
        following table provides certain information with respect to the compensation
        paid to our non-employee directors during the fiscal year ended December
        31,
        2006.
 
 **Directors
                  Compensation**Name
              
              Fees
                  earned or paid in cash ($)
              
              Stock
                  awards ($)(1)
              
              Option
                  awards ($)(2)
              
              Total
                  ($)Michael
                  E. Cahr(3)
              
              $
              40,993
              
              $
              18,067
              
              $
              66,470
              
              $
              125,530David
                  Fitzgerald(3)
              
              $
              38,660
              
              $
              18,067
              
              $
              66,470
              
              $
              123,197James
                  G. Foster(3)
              
              $
              41,245
              
              $
              18,067
              
              $
              66,470
              
              $
              125,782Michael
                  R. Minogue(3)
              
              $
              31,493
              
              $
              18,067
              
              $
              66,470
              
              $
              116,030Robert
                  P. Roche, Jr.(3)
              
              $
              31,493
              
              $
              18,067
              
              $
              66,470
              
              $
              116,030Martin
                  P. Sutter(3)
              
              $
              -
              
              $
              18,067
              
              $
              66,470
              
              $
              84,537
 
 (1)
              Represents
                  the compensation expense recognized in 2006 pursuant to FAS 123(R)
                  for
                  restricted stock awards granted as long-term incentives pursuant
                  to our
                  Equity Compensation Plan. Each director received 3,500 shares of
                  restricted stock that vests in equal installments over a three-year
                  period
                  commencing on the first anniversary of the date of grant which
                  was June
                  29, 2006.
 (2)
              Represents
                  the compensation expense recognized in 2006 pursuant to FAS 123(R)
                  for
                  stock options granted as long-term incentives pursuant to our Equity
                  Compensation Plan. Each director received an option grant to purchase
                  10,000 shares of common stock that vest one year after the date
                  of grant
                  which was July 19, 2005.
 (3)
              At
                  December 31, 2006, Mr. Cahr had 3,500 restricted stock awards;
                  Mr.
                  Fitzgerald had options to purchase 65,000 shares and 3,500 restricted
                  stock awards; Mr. Foster had options to purchase 85,000 shares
                  and 3,500
                  restricted stock awards; Mr. Minogue had options to purchase 25,000
                  shares
                  and 3,500 restricted stock awards; Mr. Roche had options to purchase
                  25,000 shares and 3,500 restricted stock awards; and Mr. Sutter
                  had
                  options to purchase 45,000 shares and 3,500 restricted stock
                  awards.
  
  **Change-in-Control
        and Severance Agreements**
  In
        September 2005, we entered into employment agreements of Paul G. Thomas,
        LifeCell’s Chairman, President and Chief Executive Officer; Steven T. Sobieski,
        Vice President Finance and Chief Financial Officer; and Lisa N. Colleran,
        Senior
        Vice President, Commercial Operations. We entered into a severance arrangement
        with Bruce Lamb, Ph.D., Senior Vice President, Product Development and Quality
        in February 2005, and a change-in-control agreement with Dr. Lamb in April
        2005.
 
 We
        have
        entered into such agreements with our executive officers to ensure that we
        will
        have their continued dedication as executives, notwithstanding the possibility
        of termination of their employment without cause, or the possibility, threat
        or
        occurrence of a defined “change-in-control.” Following are details of the
        agreements with each executive officer.
 
 ***Paul
        G. Thomas***
 
 *Term
        and Termination.*
 
 Mr.
        Thomas’ employment under the employment agreement continues until the agreement
        is terminated (a) as a result of his death or physical or mental disability
        that
        prevents him from performing his duties under the employment agreement for
        a
        period of at least 90 consecutive days or 120 non-consecutive days in any
        12-month period, (b) by LifeCell with or without “cause” (as defined below), (c)
        by Mr. Thomas with or without “good reason” (as defined below), or (d) by mutual
        agreement.
 
 The
        term
“cause” is defined in Mr. Thomas’ employment agreement as (a) a conviction for a
        crime involving moral turpitude, including, but not limited to, fraud, theft,
        embezzlement or any crime that results in or is intended to result in personal
        enrichment at our expense, (b) a material breach by Mr. Thomas of the employment
        agreement or of his confidentiality and non-compete agreements with us, or
        (c)
        acts that, in the judgment of the Board, constitute willful misconduct to
        the
        material detriment of us.
 
 In
        Mr.
        Thomas’ agreement, the term “good reason” refers to our doing any of the
        following without Mr. Thomas’ consent (except actions during the period
        beginning six months prior to and ending 18 months following a
“change-in-control” as defined below): (i) assign to Mr. Thomas any duties
        inconsistent with his position and authority, (ii) remove Mr. Thomas from,
        or
        fail to re-elect or appoint him to, any position that was held immediately
        after
        the date of the employment agreement, **** (iii)
        reduce Mr. Thomas’ annual base salary, (iv) fail to provide Mr. Thomas benefits
        substantially similar to those he currently receives, (v) fail to provide
        him
        office space, related facilities and support personnel or (vi) require Mr.
        Thomas to be relocated to an office that will necessitate his commuting more
        than 25 additional miles each way.
 
 *Severance
        Payments.*
 
 If
        Mr.
        Thomas is terminated as a result of his death or disability, in addition
        to
        accrued compensation and vested benefits, he is entitled to a bonus (based
        upon
        the greater of the prior year’s bonus or the target bonus for the year of
        termination), pro-rated based on the number of days he was employed during
        the
        year of termination and payable as follows over 18 months.
 
 If
        Mr.
        Thomas is terminated without “cause” or he resigns for “good reason” (as defined
        above), in addition to accrued compensation and vested benefits and the pro-rata
        bonus described above, he is entitled to continuation of his salary and bonus
        (based on the greater of the prior year’s bonus or his target bonus for the year
        of termination) for 18 months and 18 months of subsidized COBRA coverage.
        Separation payments and benefits are conditioned upon the execution of a
        general
        release by Mr. Thomas in favor of LifeCell and related parties.
 
 *Payments
        upon Change-in-Control.*
 
 Under
        Mr.
        Thomas’ employment agreement, if there occurs either of the following events:
        (i) termination of his employment at any time during the period beginning
        six
        (6) months prior to the effective date of a “change-in-control” (as defined
        below) and ending eighteen (18) months after the change-in-control, other
        than
        (x) a termination by Mr. Thomas for “cause” (as defined below) or (z) a
        termination by Mr. Thomas without “good reason” (as defined below), (ii)
        termination of his employment as a result of the failure, upon a
        change-in-control, of either us or any successor to all or a substantial
        portion
        of our business and/or or assets to continue his employment as an executive
        officer for a period of at least twelve (12) months after the effective date
        of
        the change-in-control, with a salary at least equal to his annual base salary
        and a bonus each year equal to not less than the bonus that Mr. Thomas received
        attributable to performance during the full fiscal year immediately preceding
        the effective date of the change-in-control, or (iii) following a
        change-in-control, termination of employment by Mr. Thomas after failure
        of us
        or our successor to acknowledge or assume in writing the obligations to Mr.
        Thomas set forth in his employment agreement; then Mr. Thomas will be entitled
        to receive, in addition to accrued compensation and vested benefits: (a)
        a lump
        sum payment equal to 2.9 times the sum of his base salary and bonus (based
        upon
        the greater of his bonus for the year prior to the event or his target bonus
        for
        the year in which the event occurred); and (b) subsidized COBRA coverage
        for 18
        months.
  
  If
        any of
        the above-mentioned events occur on or after July 1 in any calendar year,
        Mr.
        Thomas will also be entitled to receive 50% of his target bonus for the year
        in
        which the event occurred. Payments and benefits upon any of the above-mentioned
        events are in lieu of the severance payments described in the paragraph above
        captioned “Severance Payments.”
 
 A
        “change-in-control” has occurred under the terms of Mr. Thomas’ employment
        agreement discussed herein when: (a) any person, firm or corporation acquires
        directly or indirectly the beneficial ownership (as defined in Section 13(d)
        of
        the Securities Exchange Act of 1934, as amended) of any voting security of
        us
        and immediately after such acquisition, the acquirer has beneficial ownership
        of
        voting securities representing 50% or more of the total voting power of all
        our
        then-outstanding voting securities; (b) the individuals (x) who, as of the
        date
        of each agreement, served on the Board of Directors or (y) who thereafter
        are
        elected to the Board and whose election, or nomination for election, to the
        Board was approved by a vote of at least 2/3 of the directors in office,
        cease
        for any reason to constitute a majority of the members of the Board; (c)
        our
        stockholders shall approve a merger, consolidation, recapitalization or
        reorganization (or consummation of any such transaction if stockholder approval
        is not sought or obtained), other than any such transaction in which at least
        66% of the total voting power of the surviving entity after such transaction
        is
        beneficially owned by our stockholders; or (d) our stockholders shall approve
        a
        plan of complete liquidation or an agreement for the sale, lease or disposition
        by us of all or a substantial portion of our assets (i.e., 50% or more in
        value
        of the total assets) other than to a subsidiary or affiliate.
 
 Under
        the
        terms of Mr. Thomas’ employment agreement only, and for purposes of this
        subsection “Payments upon Change-in-Control” only, the term “cause” is defined
        as (a) conviction of any crime that constitutes a felony or a criminal offense
        involving moral turpitude, or (b) intentionally engaging in conduct that
        is
        materially injurious to us or our successor that is not cured by us within
        a
        reasonable period of time after notice is given.
 
 Further,
        under the terms of Mr. Thomas’ employment agreement only, and for purposes of
        this subsection “Payments upon Change-in-control” only, the term “good reason”
is defined as (a) the failure of us or our successor, without Mr. Thomas’
consent, to pay any amounts due to Mr. Thomas or to fulfill any other material
        obligations to Mr. Thomas under the employment agreement, (b) the failure
        of us
        or our successors, without Mr. Thomas’ consent, to maintain his position as an
        executive officer with duties consistent with that of an executive officer,
        and
        given our overall size and structure or our successor, Mr. Thomas neither
        is the
        functional head of the functional business unit to which he is assigned,
        nor
        reports to the functional head of the functional business unit to which he
        is
        assigned, (c) any decrease, without Mr. Thomas’ consent, in his base salary,
        annual bonus (based upon the annual bonus that Mr. Thomas received for the
        full
        fiscal year immediately preceding the effective date of the change-in-control),
        or in the level or in the value of Mr. Thomas’ benefits (unless the benefit(s)
        changes are applicable to all executive level employees), (d) any relocation
        of
        our offices or our successor, without Mr. Thomas’ consent, such that he would be
        required to commute more than 25 additional miles each way, or (e) continued
        employment of Mr. Thomas by us or our successor would be substantially likely
        to
        cause Mr. Thomas to breach a material obligation that he reasonably believes
        is
        owed to any prior employer or any other third party.
 
 Additionally,
        unless otherwise provided in a separate stock option agreement, restricted
        stock
        purchase agreement or stock award agreement entered into after September
        21,
        2005, upon a change-in-control, all stock options and any other equity-based
        compensation granted to Mr. Thomas shall become immediately vested and
        exercisable for the longer of the exercise period in effect immediately prior
        to
        the change-in-control or the period ending 90 days after the change-in-control.
        However, with respect to the restricted stock awards consisting of a retention
        stock award and a performance stock award granted to Mr. Thomas on July 20,
        2005, upon a change-in-control prior to the “vesting date,” the restrictions
        applicable to all of the retention shares and 75,862 of the performance shares
        granted to Mr. Thomas shall lapse.
 
 *Modification
        for 280G Parachute Payments.*
 
 In
        the
        event that any payment or benefit that Mr. Thomas would receive upon termination
        would otherwise constitute a “parachute payment” under Section 280G of the
        Internal Revenue Code and be subject to the excise tax imposed by Section
        4999
        of the Code, such payment and benefits will be reduced to an amount equal
        to
        either (a) the largest portion of the payment and benefits that would result
        in
        no portion of the payment and benefits being subject to the excise tax or
        (b)
        the largest portion of the payment, up to and including the total, whichever
        amount, after taking into account all taxes and the excise tax, results in
        Mr.
        Thomas’ receipt, on an after-tax basis, of the greater amount of the payment and
        benefits.
  
  ***Steven
        T. Sobieski***
 
 *Term
        and Termination.*
 
 Mr.
        Sobieski’s employment under the employment agreement continues until the
        agreement is terminated (a) as a result of his death or physical or mental
        disability that prevents him from performing his duties under the employment
        agreement for a period of at least 90 consecutive days or 120 non-consecutive
        days in any 12-month period, (b) by us with or without “cause” (as defined
        below), (c) by Mr. Sobieski for any reason or no reason, or (d) by mutual
        agreement.
 
 The
        term
“cause” is defined in Mr. Sobieski’s employment agreement as (a) a conviction of
        a felony or a criminal act involving moral turpitude, (b) commission of a
        fraudulent, illegal or dishonest act in respect of us, (c) willful misconduct
        or
        gross negligence that reasonably could be expected to be injurious to our
        business, operations or reputation, (d) a material violation of our internal
        policies, unless cured, (e) material failure to perform his duties as assigned,
        unless cured, (f) breach of the terms of his confidentiality and non-compete
        agreements with us, or (g) any other material breach of the representations,
        warranties and covenants under the employment agreement, unless
        cured.
 
 *Severance
        Payments.*
 
 If
        Mr.
        Sobieski is terminated as a result of his death or disability, in addition
        to
        accrued compensation and benefits, he is entitled to a bonus (based upon
        the
        greater of the prior year’s bonus or the target bonus for the year of
        termination), pro-rated based on the number of days he was employed during
        the
        year of termination and payable over 12 months.
 
 If
        Mr.
        Sobieski is terminated without cause, in addition to accrued compensation
        and
        benefits and the pro-rata bonus described above, he is entitled to continuation
        of his salary and bonus (based on the greater of the prior year’s bonus or the
        target bonus for the year of termination) for 12 months, 12 months of subsidized
        COBRA coverage, and an additional six months of COBRA coverage at our sole
        expense. In addition, if Mr. Sobieski is terminated without cause, (a) with
        respect to stock options granted prior to September 21, 2005, such options
        will
        continue to vest in accordance with the vesting schedule set forth in the
        applicable stock option agreement for a period of 12 months following the
        termination, and he will have until the earlier of (1) the 10 year anniversary
        of the date of the grant, or (2) the 12-month anniversary of the termination
        of
        his employment, to exercise such options (to the extent vested), (b) with
        respect to stock options granted on or after September 21, 2005, he shall
        have
        until the earlier of (1) the 10 year anniversary of the date of the grant,
        or
        (2) 1 day less than the 3 month anniversary of his termination, to exercise
        such
        number of options as would have become exercisable had he continued to be
        employed for a period of 12 months after termination, and (c) with respect
        to
        only the restricted stock award covering 50,000 shares of Common Stock granted
        to Mr. Sobieski on July 20, 2005, the restrictions that would have otherwise
        lapsed had he continued to be employed for a period of 12-months following
        the
        date of termination shall be deemed to have lapsed on the date of termination.
        Separation payments and benefits are conditioned upon the execution of a
        general
        release by Mr. Sobieski in favor of us and related parties.
 
 *Payments
        upon Change-in-Control.*
 
 Under
        Mr.
        Sobieski’s employment agreement, if there occurs any of the following events:
        (i) termination of his employment at any time during the period beginning
        six
        (6) months prior to the effective date of a “change-in-control” (as defined
        below) and ending twelve (12) months after the change-in-control, other than
        (y)
        a termination by us for reason of conviction for a felony or a criminal offense
        involving moral turpitude or intentional engagement in conduct that is
        materially injurious to us or our successor or (z) a termination by Mr. Sobieski
        without “good reason” (as defined below), (ii) termination of his employment as
        a result of the failure, upon a change-in-control, of either us or any successor
        to all or a substantial portion of our business and / or our assets to continue
        his employment as an executive officer for a period of at least twelve (12)
        months after the effective date of the change-in-control, with a salary at
        least
        equal to his annual base salary and a bonus each year equal to not less than
        the
        bonus that Mr. Sobieski received attributable to performance during the full
        fiscal year immediately preceding the effective date of the change-in-control,
        or (iii) following a change-in-control, termination of employment by Mr.
        Sobieski after failure of us or our successor to acknowledge or assume in
        writing the obligations set forth in the employment agreement; then, in addition
        to accrued compensation and vested benefits, Mr. Sobieski will be entitled
        to
        receive: (a) a lump sum payment equal to teo times the sum of his base salary
        and bonus (based upon the greater of his bonus for the year prior to the
        event
        or his target bonus for the year in which the event occurred); and (b)
        subsidized COBRA coverage for 12 months and COBRA coverage at the sole cost
        of
        LifeCell for an additional six months.
  
  If
        any of
        the above-mentioned events occur on or after July 1 of any calendar year,
        Mr.
        Sobieski also will be entitled to receive 50% of his target bonus for the
        year
        in which the event occurred. Payments and benefits upon any of the
        above-mentioned events are in lieu of the severance payments described in
        the
        paragraph above captioned “Severance Payments.”
 
 The
        definition of “change-in-control” in Mr. Sobieski’s agreement is exactly the
        same as the definition in Mr. Thomas’ agreement above.
 
 In
        Mr.
        Sobieski’s employment agreement, the term “good reason” is defined as (a) the
        failure of us to pay any amounts due to the executive or to fulfill any other
        material obligations under the employment agreement, unless cured; (b) the
        failure of us to maintain Mr. Sobieski’s position as an executive officer; (c)
        any decrease in Mr. Sobieski’s base salary, his annual bonus or level of
        benefits; (d) any relocation of our offices such that Mr. Sobieski would
        be
        required to commute more than 25 additional miles each way; or (e) if continued
        employment by us would be substantially likely to cause Mr. Sobieski to breach
        a
        material obligation to any prior employer or any third party.
 
 Additionally,
        unless otherwise provided in a separate stock option agreement, restricted
        stock
        purchase agreement or stock award agreement entered into after September
        21,
        2005, upon a change-in-control all stock options and any other equity-based
        compensation granted to Mr. Sobieski shall become immediately vested and
        exercisable for the longer of the exercise period in effect immediately prior
        to
        the change-in-control or the period ending 90 days after the
        change-in-control.
 
 *Modification
        for 280G Parachute Payments.*
 
 In
        the
        event that any payment or benefit that Mr. Sobieski would receive upon
        termination would otherwise constitute a “parachute payment” under Section 280G
        of the Internal Revenue Code and be subject to the excise tax imposed by
        Section
        4999 of the Code, such payment and benefits will be reduced to an amount
        equal
        to either (a) the largest portion of the payment and benefits that would
        result
        in no portion of the payment and benefits being subject to the excise tax
        or (b)
        the largest portion of the payment, up to and including the total, whichever
        amount, after taking into account all taxes and the excise tax, results in
        Mr.
        Sobieski’s receipt, on an after tax-basis, of the greater amount of the payment
        and benefits.
 
 ***Lisa
        N. Colleran***
 
 *Term
        and Termination.*
 
 Lisa
        Colleran’s employment under the employment agreement continues until the
        agreement is terminated (a) as a result of her death or physical or mental
        disability that prevents Ms. Colleran from performing her duties under the
        employment agreement for a period of at least 90 consecutive days or 120
        non-consecutive days in any 12-month period, (b) by us with or without “cause”
(as defined below), (c) by the executive for any reason or no reason, or
        (d) by
        mutual agreement.
 
 Ms.
        Colleran’s employment agreement defines the
        term
“cause” exactly the same as Mr. Sobieski’s agreement above.
 
 *Severance
        Payments.*
 
 If
        Ms.
        Colleran is terminated as a result of her death or disability, in addition
        to
        accrued compensation and vested benefits, she is entitled to a bonus (based
        upon
        the greater of the prior year’s bonus or the target bonus for the year of
        termination), pro-rated based on the number of days she was employed during
        the
        year of termination and payable over 12 months.
 
 If
        Ms.
        Colleran is terminated without cause, in addition to accrued compensation
        and
        benefits and the pro-rata bonus described above, she is entitled to continuation
        of her salary and bonus (based on the greater of the prior year’s bonus or the
        target bonus for the year of termination) for 12 months, 12 months of subsidized
        COBRA coverage, and an additional six months of COBRA coverage at our sole
        expense. Separation payments and benefits are conditioned upon Ms. Colleran’s
        execution of a general release in favor of LifeCell and related
        parties.
 
 *Payments
        upon Change-in-Control.*
 
 Under
        Ms.
        Colleran’s employment agreement, if there occurs either of the following events:
        (a) termination of her employment at any time during the period beginning
        six
        (6) months prior to the effective date of a “change-in-control” (as defined
        below) and ending twelve (12) months after the change-in-control, other than
        (x)
        a termination by Ms. Colleran for cause, (y) a termination as a result of
        Ms.
        Colleran’s death or disability, as described above, or (z) a termination by Ms.
        Colleran without good reason, or (b) following a change-in-control, termination
        of employment by Ms. Colleran after failure of us or our successor to
        acknowledge or assume in writing the obligations to her set forth in her
        employment agreement; then, in addition to accrued compensation and vested
        benefits, Ms. Colleran will be entitled to receive: (a) payments in an aggregate
        amount equal to the product of: (i) either (y) 1.5, if the event occurs prior
        to
        September 21, 2006, or (z) 2.0, if the event occurs on or after September
        21,
        2006; and (ii) the sum of her base salary and bonus (based upon the greater
        of
        her bonus for the year prior to the event or her target bonus for the year
        in
        which the event occurred), payable over 18 months or 24 months, as applicable;
        and (b) subsidized COBRA coverage for 12 months and COBRA coverage at the
        sole
        cost of LifeCell for an additional 6 months.
  
  The
        definition of “change-in-control” in Ms. Colleran’s agreement is exactly the
        same as the definition in Mr. Thomas’ agreement above.
 
 In
        Ms.
        Colleran’s agreement, “good reason” is defined as (a) the failure of us to pay
        any amounts due to Ms. Colleran or to fulfill any other material obligations
        under the employment agreement, unless cured; (b) the failure of us to maintain
        Ms. Colleran’s position as an executive officer; (c) any decrease in Ms.
        Colleran’s base salary; (d) any relocation of our offices such that Ms. Colleran
        would be required to commute more than 25 additional miles each
        way.
 
 If
        any of
        the above-mentioned events occur on or after July 1 of any calendar year,
        Ms.
        Colleran will also be entitled to receive 50% of her target bonus for the
        year
        in which the event occurred. Payments and benefits upon any of the
        above-mentioned events are in lieu of the severance payments described in
        the
        paragraph above captioned “Severance Payments.”
 
 Additionally,
        unless otherwise provided in a separate stock option agreement, restricted
        stock
        purchase agreement or stock award agreement entered into after September
        21,
        2005, upon a change-in-control all stock options and any other equity-based
        compensation granted to Ms. Colleran shall become immediately vested and
        exercisable for the longer of the exercise period in effect immediately prior
        to
        the change-in-control or the period ending 90 days after the change-in-control.
        However, with respect to the restricted stock awards consisting of a retention
        stock award and a performance stock award granted to Ms. Colleran on July
        20,
        2005, upon a change-in-control prior to the “vesting date,” the restrictions
        applicable to all of the retention shares and 29,978 of the performance shares
        granted to Ms. Colleran shall lapse.
 
 *Modification
        for 280G Parachute Payments.*
 
 In
        the
        event that any payment or benefit that Ms. Colleran would receive upon
        termination would otherwise constitute a “parachute payment” under Section 280G
        of the Internal Revenue Code and be subject to the excise tax imposed by
        Section
        4999 of the Code, such payment and benefits will be reduced to an amount
        equal
        to either (a) the largest portion of the payment and benefits that would
        result
        in no portion of the payment and benefits being subject to the excise tax
        or (b)
        the largest portion of the payment, up to and including the total, whichever
        amount, after taking into account all taxes and the excise tax, results in
        Ms.
        Colleran’s receipt, on an after-tax basis, of the greater amount of the payment
        and benefits.
 
 ***Bruce
        Lamb***
 
 *Severance
        Payments.*
 
 Pursuant
        to the terms of the severance agreement with Bruce Lamb, Dr. Lamb is entitled
        to
        receive 12 months continuance of his base salary and 12 months subsidized
        COBRA coverage if he is terminated by us for any reason other than for “cause”
(as defined below). These payments
        and benefits are conditioned upon the execution by Dr. Lamb of a general
        release
        acceptable to LifeCell.
 
 The
        term
“cause” is defined in Dr. Lamb’s severance agreement as (a) a conviction of a
        felony or a criminal act involving moral turpitude, (b) commission of a
        fraudulent, illegal or dishonest act in respect of us, (c) willful misconduct
        or
        gross negligence that reasonably could be expected to be materially injurious
        to
        our business, operations or reputation, (d) a material violation of our
        policies, unless cured, (e) material failure to perform his duties as assigned,
        unless cured, (f) breach of the terms of his confidentiality and non-compete
        agreement, (g) physical or mental disability that prevents him from performing
        his duties under the employment agreement for a period of at least 90
        consecutive days or 120 non-consecutive days in any 12-month period, or (h)
        death.
  
  *Payments
        upon Change-in-Control.*
 
 Under
        the
        change-in-control agreement with Dr. Lamb, if there occurs either (i)
        termination of his employment with us or any successor at any time during
        the
        period beginning (3) three months prior to the effective date of a
“change-in-control” (as defined in Mr. Thomas’ employment agreement above) and
        ending twelve (12) months after the change-in-control, other than a termination
        for “cause” (as defined below) or termination of his employment by without “good
        reason” (as defined below) during such period, or (ii) termination of employment
        by Dr. Lamb after failure of us or such successor to acknowledge or assume
        in
        writing the obligations to him set forth in the severance arrangement after
        requested by Dr. Lamb, Dr. Lamb will be entitled to receive all then-accrued
        compensation and fringe benefits, subsidized COBRA coverage for a period
        of 18
        months and cash payments in the aggregate amount equal to 1.5 times his
        annualized base salary immediately prior to the change-in-control, payable
        over
        an 18 month period. Additionally, all stock options shall immediately become
        vested and exercisable for the longer of the remainder of the exercise period
        or
        90 days following the effective date of the change-in-control.
 
 In
        Dr.
        Lamb’s change-in-control agreement, “good reason” is defined as (a) the failure
        of us to pay any amounts due to Dr. Lamb or to fulfill any other material
        obligations under the employment agreement, unless cured; (b) any material
        diminution, without Dr. Lamb’s consent, in his duties and responsibilities as an
        executive officer of LifeCell; (c) any material decrease in Dr. Lamb’s base
        salary; (d) any relocation of our offices such that Dr. Lamb would be required
        to commute more than 50 additional miles each way.
 
 The
        term
“cause” is defined in Dr. Lamb’s change-in-control agreement as (a) a conviction
        of a felony or a criminal act involving moral turpitude, (b) commission of
        a
        fraudulent, illegal or dishonest act in respect of us, (c) willful misconduct
        or
        gross negligence that reasonably could be expected to be materially injurious
        to
        our business, operations or reputation, (d) a violation of our policies,
        unless
        cured, (e) material failure to perform his duties as assigned, unless cured,
        (f)
        material violation of the terms of our other agreements with Dr. Lamb, (g)
        physical or mental disability that prevents him from performing his duties
        under
        the employment agreement for a period of at least 90 consecutive days or
        120
        non-consecutive days in any 12-month period, or (h) death.
 
 Payments
        and benefits upon any of the above-mentioned events are in lieu of the severance
        payments described in the paragraph above captioned “Severance Payments” and are
        conditioned upon Dr. Lamb’s execution of a general release in favor of LifeCell
        and related parties.
 
 *Modification
        for 280G Parachute Payments.*
 
 If,
        within 15 days of an event described above, Dr. Lamb is notified by our
        independent certified accountants in writing that the payments and benefits
        to
        be paid would be nondeductible by us because of Section 280G of the Internal
        Revenue Code, such payments and benefits shall be reduced to the minimum
        extent
        necessary so that all payments and benefits made are deductible under Section
        280G. Dr. Lamb shall have the discretion as to which payments and benefits,
        and
        the amounts thereof, shall be reduced.
  
  **Estimated
        Payments and Benefits upon Various Employment Termination
        Scenarios**
 
 The
        following table describes the potential payments and benefits upon employment
        termination for each of our Named Executive Officers pursuant to applicable
        law
        and the terms of their employment and other agreements with us, as if their
        employment had terminated on December 29, 2006 (the last business day of
        the
        fiscal year) under the various scenarios described in the column headings
        as
        explained in the footnotes below. The chart does not include Young McGuinn
        whose
        employment with us terminated in October 2006.
 
 Name
              
              Death
                  or Disability(1)
              
              Resignation
                  for Good Reason (2)
              
              Termination
                  without Cause (2)
              
              Change-in-control
                  Trigger Event (3)Paul
                  G. Thomas
              
              $
              369,000
              
              $
              1,285,000
              
              $
              1,285,000
              
              $
              4,518,000Steven
                  T. Sobieski
              
              $
              105,000
              
              
              ----
              
              $
              563,000
              
              $
              1,583,000Lisa
                  N. Colleran
              
              $
              118,000
              
              
              ----
              
              $
              403,000
              
              $
              1,505,000Bruce
                  S. Lamb, Ph.D.
              
              
              ----
              
              
              ----
              
              $
              257,000
              
              $
              850,000
 
 (1)
              Includes
                  pro-rata bonus only based on such Named Executive Officer’s bonus for the
                  fiscal year ended December 31, 2005, since it was higher than the
                  target
                  bonus for the year ended December 31,
                  2006.
 
 (2)
              Includes
                  (a) a multiple of salary and bonus, based on such Named Executive
                  Officer’s salary for the year ended December 31, 2006 and bonus for the
                  fiscal year ended December 31, 2005, (b) pro-rata bonus based on
                  such
                  Named Executive Officer’s bonus for the fiscal year ended December 31,
                  2005, (c) subsidized COBRA payments and (d) with respect to Mr.
                  Sobieski
                  only, “in the money” value on December 29, 2006 of certain stock options
                  and restricted stock awards that would have vested within 12 months
                  of the
                  date of termination. The calculated amounts in (a) above for Dr.
                  Lamb are
                  based exclusively on salary and do not include any amount for a
                  pro-rata
                  bonus.
 
 (3)
              Includes
                  (a) a multiple of salary and bonus, based on such Named Executive
                  Officer’s salary for the year ended December 31, 2006 and bonus for the
                  fiscal year ended December 31, 2005, (b) pro-rata bonus based on
                  such
                  Named Executive Officer’s bonus for the fiscal year ended December 31,
                  2005, (c) subsidized COBRA payments and (d) “in the money” value on
                  December 29, 2006 of all unvested stock options and certain restricted
                  stock awards. The calculated amounts in (a) above for Dr. Lamb
                  are based
                  exclusively on salary and do not include any amount for a pro-rata
                  bonus.
  
 PART
                    IV
 
 Item
                    15.
                Exhibits,
                    Financial Statement Schedules
 
 (
          A )
          DOCUMENTS INCLUDED IN THIS REPORT:
 
 Financial
                    Statements
                PageReport
                    of Independent Registered Public Accounting Firm
                F-1Balance
                    Sheets as of December 31, 2006 and 2005
                F-3Statements
                    of Operations for the years ended December 31, 2006, 2005 and
                    2004
                F-4Statements
                    of Stockholders’ Equity for the years ended December 31, 2006, 2005 and
                    2004
                F-5Statements
                    of Cash Flows for the years ended December 31, 2006, 2005 and
                    2004
                F-6Notes
                    to Financial Statements
                F-7
 
 Financial
          Statement Schedules
 All
          other
          schedules are omitted because they are not applicable, not required, or
          because
          the required information is contained in the Company’s financial statements and
          the notes thereto.
 
 (
          B )
          EXHIBITS:
 
 Exhibits
          designated by the symbol * are filed with this Annual Report on
          Form 10-K/A. All exhibits not so designated are incorporated by reference
          to a prior filing as indicated.
 
 LifeCell
          undertakes to furnish to any stockholder so requesting a copy of any of
          the
          following exhibits upon payment to us of the reasonable costs incurred
          by us in
          furnishing any such exhibit.
 
 3.
                1
                
                Restated
                    Certificate of Incorporation, as amended (incorporated by reference
                    to
                    Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period
                    ended June 30, 1998, filed with the Securities and Exchange Commission
                    ("the Commission") on August 10, 1998).3.
                2
                
                Amended
                    and Restated By-laws (incorporated by reference to Exhibit 3.2
                    to the
                    Company’s Quarterly Report on Form 10-Q for the period ended June 30,
                    1996, filed with the Commission on August 14, 1996).10.
                1
                
                LifeCell
                    Corporation Amended and Restated 1992 Stock Option Plan, as amended
                    (incorporated by reference to Exhibit 10.1 to the Company's Quarterly
                    Report on Form 10-Q for the period ended June 30, 1998, filed
                    with the
                    Commission on August 10, 1998).10.
                2
                
                LifeCell
                    Corporation Second Amended and Restated 1993 Non-Employee Director
                    Stock
                    Option Plan, as amended (incorporated by reference to Exhibit
                    10.4 to the
                    Company's Annual Report on Form 10-K for the fiscal year ended
                    December
                    31, 1996).10.
                3
                
                Employment
                    Agreement dated as of September 21, 2005 by and between LifeCell
                    Corporation and Paul G. Thomas (incorporated by reference to
                    Exhibit 10.1
                    of the Company’s Form 8-K filed with the Commission on September 27,
                    2005).10.
                4
                
                Employment
                    Agreement dated as of September 21, 2005 by and between LifeCell
                    Corporation and Steven T. Sobieski (incorporated by reference
                    to Exhibit
                    10.2 of the Company’s Form 8-K filed with the Commission on September 27,
                    2005).10.
                5
                
                Employment
                    Agreement dated as of September 21, 2005 by and between LifeCell
                    Corporation and Lisa N. Colleran (incorporated by reference to
                    Exhibit
                    10.3 of the Company’s Form 8-K filed with the Commission on September 27,
                    2005).10.
                6
                
                Severance
                    Agreement dated as of August 14, 2006 by and between LifeCell
                    Corporation
                    and Young C. McGuinn (incorporated by reference to Exhibit 10.1
                    of the
                    Company’s Form 8-K filed with the Commission on August 18,
                    2006).10.
                7
                
                Change-in-control
                    Agreement dated as of August 16, 2006 by and between LifeCell
                    Corporation
                    and Young C. McGuinn (incorporated by reference to Exhibit 10.1
                    of the
                    Company’s Form 8-K filed with the Commission on August 18,
                    2006).10.
                8
                
                Lease
                    Agreement by and between Maurice M. Weill, Trustee for Branchburg
                    Property
                    and LifeCell Corporation dated June 17, 1999 (incorporated by
                    reference to
                    Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the
                    Commission on November 15, 1999).10.
                9
                
                Amendment
                    dated September 21, 1999 to Lease Agreement by and between Maurice
                    M.
                    Weill, Trustee for Branchburg Property and LifeCell Corporation
                    (incorporated by reference to Exhibit 10.16 to the Company's
                    Annual Report
                    on Form 10-K for the fiscal year ended December 31,
                    2000).10.
                10
                
                Amendment
                    dated April 7, 2000 to Lease Agreement by and between Maurice
                    M. Weill,
                    Trustee for Branchburg Property and LifeCell Corporation (incorporated
                    by
                    reference to Exhibit 10.17 to the Company's Annual Report on
                    Form 10-K for
                    the fiscal year ended December 31, 2000).10.
                11
                
                LifeCell
                    Corporation Equity Compensation Plan (incorporated by reference
                    to Annex B
                    to the Company’s Definitive Proxy Statement on Schedule 14A filed on June
                    17, 2005).10.
                12
                
                First
                    Amendment to the LifeCell Corporation Equity Compensation Plan
                    (incorporated by reference to Exhibit 10.12 to the Company's
                    Annual Report
                    on Form 10-K for the fiscal year ended December 31, 2006)14.
                1
                
                LifeCell
                    Corporation Code of Ethics for Senior Financial Officers (incorporated
                    by
                    reference to Exhibit 14.1 of the Company’s Form 10-K filed with the
                    Commission on March 15, 2004.)23.
                1
                
                Consent
                  of Pricewaterhouse Coopers LLP31.
                1*
                
                Certification
                    of the Registrant’s Chief Executive Officer, Paul G. Thomas, pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.31.
                2*
                
                Certification
                    of the Registrant’s Chief Financial Officer, Steven T. Sobieski, pursuant
                    to Section 302 of the Sarbanes-Oxley Act of 2002.32.
                1*
                
                Certification
                    of the Registrant’s Chief Executive Officer, Paul G. Thomas, and Chief
                    Financial Officer, Steven T. Sobieski, pursuant to Section 906
                    of the
                    Sarbanes-Oxley Act of 2002.
 
 *
          Filed
          herewith
  
 
 Signatures
 
 In
          accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
          the
          registrant caused this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.
 
 LIFECELL
                    CORPORATION(Registrant)By:
                /s/
                    Paul G. ThomasPaul
                    G. ThomasPresident,
                    Chief Executive Officer and Chairman of the Board of
                    Directors
 
 Dated:
          March 12, 2007
 
 Pursuant
          to the requirements of the Securities Exchange Act of 1934, this report
          has been
          signed by the following persons on behalf of the registrant and in the
          capacities and on the dates indicated:
 
 Signature
                
                Title
                
                Date/s/
                    Paul G. Thomas
                
                President,
                    Chief Executive
                
                March
                    12, 2007Paul
                    G. Thomas
                
                Officer
                    (Principal Executive Officer) and Chairman of the Board of
                    Directors/s/
                    Steven T. Sobieski
                
                Vice
                    President and Chief Financial
                
                March
                    12, 2007Steven
                    T. Sobieski
                
                Officer
                    (Principal Financial Officer)/s/
                    Bradly C. Tyler
                
                Controller
                
                March
                    12, 2007Bradly
                    C. Tyler
                
                (Principal
                    Accounting Officer)/s/
                    Michael E. Cahr
                
                Director
                
                March
                    12, 2007Michael
                    E. Cahr/s/
                    James G. Foster
                
                Director
                
                March
                    12, 2007James
                    G. Foster/s/
                    David Fitzgerald
                
                Director
                
                March
                    12, 2007David
                    Fitzgerald/s/
                    Michael R. Minogue
                
                Director
                
                March
                    12, 2007Michael
                    R. Minogue/s/
                    Robert P. Roche, Jr.
                
                Director
                
                March
                    12, 2007Robert
                    P. Roche, Jr./s/
                    Martin P. Sutter
                
                Director
                
                March
                    12, 2007Martin
                    P. Sutter