EXHIBIT 10.31



                                WAIVER AGREEMENT

     This  Waiver  Agreement  (the  "Agreement") is entered into as of March 11,
                                     ---------
2002  by  and  among  CIBC  WMV Inc. (formerly know as CIBC Wood Gundy Ventures,
Inc.,  hereinafter  referred to as "CIBC"), Vector Later-Stage Equity Fund, L.P.
("Vector"),  VSI  Advisors,  LLC  ("VSI"),  D.  Theodore  Berghorst,  Barclay A.
Phillips,  Douglas Reed and Peter F. Drake (the "Individuals," together with VSI
and  Vector  referred to as "Purchasers") and LifeCell Corporation ("LifeCell").

                                    RECITALS

     WHEREAS,  Vector  and  CIBC  were  parties to a certain Securities Purchase
Agreement,  dated  as  of  November  18, 1996, by and among LifeCell and certain
Investors (as defined therein), pursuant to which such Investors acquired shares
of  LifeCell  Series  B  Preferred  Stock,  par value $.001 per share ("Series B
Preferred  Stock");

     WHEREAS,  Vector and CIBC were parties to a certain Voting Agreement, dated
November  18,  1996,  by  and among LifeCell, AllState Insurance Company and the
Investors  (as  defined  therein)  and,  as  amended by the Amended and Restated
Voting  Agreement,  dated  as  of  April 15, 1999, by and among LifeCell and the
Stockholders  (as  defined  therein)  and,  as amended by the Second Amended and
Restated Voting Agreement, dated as of April 27, 2000, by and among LifeCell and
the  Stockholders  (as  defined  therein),  pursuant to which such Investors and
Stockholders were granted the right to appoint members to the Board of Directors
of  LifeCell  (the  "Voting  Agreement");

     WHEREAS,  each  of  CIBC and Vector have continuously waived their right to
appoint  a  member  to the Board of Directors of LifeCell pursuant to the Voting
Agreement  or  otherwise  for  over  one  (1)  year;

     WHEREAS, Vector and CIBC together are holders of a majority of the LifeCell
common  stock,  par  value  $.001 per share (the "Common Stock"), underlying the
Series  B  Preferred  Stock;

     WHEREAS,  Vector, LifeCell and CIBC desire to waive certain of their rights
under  the  Voting  Agreement;  and


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     WHEREAS,  the  Individuals  intend  to acquire shares of Series B Preferred
Stock  from  CIBC  and are executing this Agreement to waive certain rights with
respect  to  the  Series  B  Preferred  Stock.

     NOW,  THEREFORE,  in  consideration  of  the foregoing premises, the mutual
covenants contained herein and other good and valuable consideration the receipt
and  sufficiency  of  which  is  hereby  acknowledged,  the  parties hereto (the
"Parties"),  intending  to  be  legally  bound,  hereby  agree  as  follows:
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Section  1.  Waiver.  CIBC  and  the  Purchasers  hereby  irrevocably  waive and
             ------
relinquish  any  right  to  appoint  any  members  to  the Board of Directors of
LifeCell  whether  pursuant  to  the  Voting  Agreement,  the  Certificate  of
Designation  of  such  Series  B  Preferred Stock or otherwise as holders of the
Series  B  Preferred  Stock;  provided  however,  that  the  Purchasers  do  not
relinquish  any right to vote, on an as converted basis, on matters submitted to
a  vote  of  the  stockholders  of LifeCell, including election of board members
generally.

Section  2.  Miscellaneous.
             -------------

     2.01.  Successors  and  Assigns.  The provisions of this Agreement shall be
            ------------------------
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  assigns.

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

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

     2.04.  Entire  Agreement.  This  Agreement constitutes the entire agreement
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and  understanding  between  the Parties hereto and supersedes any and all prior
agreements  and  understandings, written or oral, relating to the subject matter
of  this  Agreement.


                            [Signature Page Follows]


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

                                  LIFECELL  CORPORATION


                                  By:  /s/  Steven  T.  Sobieski
                                     -------------------------------------------
                                     Steven T. Sobieksi, Chief Financial Officer


                                  VECTOR  LATER-STAGE  EQUITY  FUND,  L.P.

                                  By:  /s/  Barclay  A.  Phillips
                                     -------------------------------------------
                                     Barclay  A.  Phillips,  Managing  Director


                                  VSI  ADVISORS,  LLC

                                  By:  /s/  D.  Theodore  Berghorst
                                     -------------------------------------------
                                     D.  Theodore  Berghorst,  Managing  Member


                                  CIBC  WMV  INC.

                                  By:  /s/  David  Shotland
                                  ---------------------------------------------
                                  Name:  David  Shotland
                                  Title:  Managing  Director

                                  /s/  D.  Theodore  Berghorst
                                  ---------------------------------------------
                                  D.  Theodore  Berghorst

                                  /s/  Barclay  A.  Phillips
                                  ---------------------------------------------
                                  Barclay  A.  Phillips

                                  /s/  Peter  F.  Drake
                                  ---------------------------------------------
                                  Peter  F.  Drake

                                  /s/  Douglas  Reed
                                  ---------------------------------------------
                                  Douglas  Reed


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