Exhibit 10.26


                              LIFECELL CORPORATION
                                One Millenium Way
                          Branchburg, New Jersey  08876

                         ____________________   __, 2000


NAME
LifeCell  Corporation
One  Millenium  Way
Branchburg,  New  Jersey  08876

          Re:     Change  in  Control  Agreement

Dear:

     We  are  currently  parties to a severance agreement dated October 5, 1998.
We  believe  that  it is imperative that the Company be able to rely upon you to
continue  in your position in the event the Company receives any proposal from a
third  party  concerning a possible business combination with, or acquisition of
equity securities of, the Company, and for the Company to be able to receive and
rely  upon  your  advice  as  to  the  best  interests  of  the  Company and its
shareholders  without  concern  that  you  might  be  distracted by the personal
uncertainties  and  risks  created  by such a proposal.  Accordingly, we believe
that  it is desirable to supplement the provisions of the severance agreement to
govern  your rights upon a change in control of LifeCell Corporation ("LifeCell"
or  the  "Company").  It  is not intended to change your employment agreement or
severance  arrangements  in  any  way  except  as  expressly  set  forth herein.
Accordingly, your benefits upon severance under your current severance agreement
would  be  superseded  and  enhanced  by  the  following provision if you become
entitled  to  payment  hereunder upon severance after a change of control.  Your
severance  agreement  will  continue  to  be  binding upon any severance of your
employment  which  does  not  result  in  your  obtaining  the  benefits of this
Agreement.

          CHANGE  IN  CONTROL.  (a) Upon the occurrence of a "Trigger Event" (as
defined below), you shall be entitled to receive a lump sum payment equal to the
"Payment  Amount".

          (b)  "Trigger  Event"  shall  mean  either  (i)  termination  of  your
employment  with  the  Company  or  any  successor at any time during the period
beginning  three  (3)  months prior to the effective date of a Change in Control
and  ending  twelve  (12)  months  after  the  Change  in  Control, other than a
"Termination  for Cause" by the Company or termination of your employment by you
without  "Good  Reason"  during  such period , or (ii) failure, upon a Change in
Control,  of either the Company or any successor to all or a substantial portion
of  the  Company's  business  and/or  assets  to  continue your employment as an
executive  officer  of  the  Company  or such successor 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 the Base Amount (as defined below) and a bonus each


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year  equal  to  no  less  than  the  Bonus  Amount (as defined below), or (iii)
termination  of employment by you after failure of the Company or such successor
to  acknowledge  or  assume  in writing the obligations to you set forth in your
severance  agreement and this letter agreement after request by you.  Payment of
the  Payment  Amount  shall  be  due  in  a  lump  sum  in full upon the date of
termination  of  employment.

          (c)  (i)  The  "Payment  Amount"  shall mean two and nine tenths (2.9)
times  the sum of the Base Amount and the Bonus Amount.  The "Base Amount" shall
mean  the  annualized base salary which you are earning immediately prior to the
Change  in Control.  The "Bonus Amount" shall mean the annual bonus you received
attributable  to  your performance during the full fiscal year immediately prior
to  the  effective  date  of  the  Change  in  Control.

          (d)     Upon  a Change in Control, all stock options or (to the extent
not  prohibited  by  tax  or  other  law)  other  unvested  benefits  under  any
compensation  or  employee  benefit plan of the Company shall immediately become
vested  and exercisable by you for a period of the longer of the exercise period
in  effect  immediately prior to the Change in Control or the period ending (90)
days  after  the  effective  date  of  the  Change  in  Control.

          (e)     During  the  12-month  period  following the Trigger Date, the
Company  or its successor shall either continue your health and medical benefits
and  life insurance coverage as in effect immediately before the Trigger Date at
your same cost, if any, or, if a continuation of such coverages is not permitted
pursuant  to  the  terms  of  a plan or other applicable instrument, the Company
shall  provide you with substantially the same benefits (at your same cost) that
were  provided  under  such  coverages.

          (f)  Notwithstanding  the  foregoing,  if  the  independent  certified
accountants  of  the  Company  notify you in writing within 15 days of a Trigger
Date  that  payment of the Payment Amount and the other benefits hereunder would
cause  such  payments to be nondeductible by the Company because of Section 280G
of  the  Internal  Revenue  Code,  the  benefits and payments hereunder shall be
reduced  to  the minimum extent necessary so that all benefits payable hereunder
are  deductible under Section 280G of the Code (with you having the election, in
your  sole  discretion, as to which and how much of the benefits hereunder shall
be  reduced  (or,  with  respect  to  the  Payment  Amount,  returned)).

          (g)  A  "Change  in  Control"  shall  be  deemed  to have occurred if:

               (i)  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 the
Company  and  immediately  after  such  acquisition, the acquirer has Beneficial
Ownership  of  voting  securities  representing  50% or more of the total voting
power  of  all  the  then-outstanding  voting  securities  of  the  Company;  or

               (ii)  the  individuals  (A) who, as of the date hereof constitute
the  Board  of  Directors  of  the Company (the "Original Directors") or (B) who
thereafter  are  elected  to the Board of Directors of the Company (the "Company
Board") and whose election, or nomination for election, to the Company Board was
approved  by  a  vote  of  at  least 2/3 of the Original Directors then still in


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office  (such Directors being called "Additional Original Directors") or (C) who
are  elected  to the Company Board and whose election or nomination for election
to  the  Company  Board  was  approved by a vote of at least 2/3 of the Original
Directors  and Additional Original Directors then still in office, cease for any
reason  to  constitute  a  majority  of  the  members  of  the Company Board; or

               (iii)  The  stockholders  of  the Company 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  which would result in more than 66% of the total voting power
represented  by  the  voting  securities  of  the  surviving  entity outstanding
immediately  after  such  transaction  being  Beneficially  Owned  by holders of
outstanding  voting  securities  of  the  Company  immediately  prior  to  the
transaction,  with  the  voting power of each such continuing holder relative to
such  other  continuing  holders  being  not  altered  substantially  in  the
transaction;  or

               (iv)  The  stockholders  of  the  Company shall approve a plan of
complete  liquidation  of  the  Company  or  an agreement for the sale, lease or
disposition  by  the  Company  of  all or a substantial portion of the Company's
assets (i.e. 50% or more in value of the total assets of the Company) other than
to  a  subsidiary  or  affiliate.

          (h)     "Good  Reason"  means  (i)  a  failure  of  the Company or its
successors  without  your  prior consent to pay you any amounts due to you or to
fulfill  any  other material obligations to you (after 15 days written notice to
cure), (ii) a failure of the Company or its successors to maintain your position
as  an executive officer of the Company or its successors, (iii) any decrease in
your  annual  compensation level or in the value of your benefits, (iv) any move
of  the  offices  of the Company or its successor without your consent such that
you  would  be  required  to  commute  more than 25 miles more each way than you
currently  commute,  or  (v)  continued  employment of you by the Company or its
successor  would  be  substantially  likely  to  cause  you to breach a material
obligation  which  you  reasonably believe is owed by you to a prior employer or
any  other  third  party.

          (i)     "Termination for Cause" means a termination of your employment
by  the  Company  or  its  successor  for "cause".  For purposes of this letter,
"cause"  means  (1)  conviction  of  any  crime  that  constitutes a felony or a
criminal  offense  involving  moral  turpitude  or (2) intentionally engaging in
conduct  that  is  materially injurious to the Company or its successor which is
not  cured  within  a  reasonable  period of time after notice from the Company.

          (j)     The  Company  shall  notify  you in writing promptly after the
Company  becomes aware or anticipates that a Change in Control is likely to take
place.

          (k)     This  Agreement  is  binding on the Company and its successors
and  assigns (including but not limited to any purchaser of all or substantially
all  of  the assets of the Company as defined in (g)(iv) above).  If the Company
or  its  successors  do  not  timely  make all payments owed to you, whether due
hereunder or otherwise due to you, and you retain counsel to enforce your rights


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to  payment,  the Company and its successors and assigns shall also be obligated
to  reimburse  you  for  all  reasonable  attorneys  fees incurred in collecting
amounts  due  to  you.

          (l)     This  Agreement  shall  be  effective as of the date first set
forth  above  and  shall  continue  in  full force and effect so long as you are
employed  by  the Company unless terminated by mutual consent of both parties in
writing.

          (m)     This  Agreement  shall not affect any rights of the Company or
you  prior  to  a  Change  in Control or any of your rights granted in any other
agreement,  plan  or  arrangements,  except  that  if  you  receive all payments
hereunder,  you  shall not be entitled to receive any payments or benefits under
your  severance  agreement.  The  rights, duties and benefits provided hereunder
shall only become effective upon a Change in Control.  If your employment by the
Company is terminated for any reason prior to the date three months prior to the
effective  date of a Change in Control, this Agreement shall thereafter be of no
further  force  and  effect.

          Kindly  sign  your  name  at  the  end  of this letter to signify your
understanding  and  acceptance  of  these  terms.

                                               Sincerely,


                                               David  Thompson,  Chair,
                                               Compensation  Committee

Accepted:


__________________________
NAME


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