Exhibit 10.16


                            FIRST AMENDMENT TO LEASE


                                 BY AND BETWEEN:

                            MAURICE M. WEILL, TRUSTEE
                             FOR BRANCHBURG PROPERTY

                                   "Landlord"

                                      -and-

                              LIFECELL Corporation,
                             a Delaware corporation

                                    "Tenant"


--------------------------------------------------------------------------------
                           DATED:  September 21, 1999
--------------------------------------------------------------------------------



                                   LAW OFFICES

                        EPSTEIN, BROWN, MARKOWITZ & GIOIA
                           A Professional Corporation
                             245 Green Village Road
                                  P.O. Box 901
                         Chatham Township, NJ 07928-0901
                                 (201) 593-4900
                               Fax (201) 593-4966
                     U:\USERS\IN\MMW\30094.016\1STAMEND.002
                                September 9, 1999


<PAGE>
     FIRST  AMENDMENT  TO  LEASE,  made  the 21st day of September, 1999, by and
between MAURICE M. WEILL, TRUSTEE FOR BRANCHBURG PROPERTY having an office at 51
Commerce  Street,  Springfield,  New  Jersey  07081  (hereinafter  called  the
"Landlord");  and LIFECELL CORPORATION, a Delaware corporation, having an office
at  3606  Research Forest Drive, The Woodlands, Texas 77381, (hereinafter called
the  "Tenant").

                              W I T N E S S E T H:

     WHEREAS,  the  Landlord  and  Tenant  have  entered  into  a  certain Lease
Agreement  dated  June  17,  1999, hereinafter called the "Lease", in connection
with  lands  and  premises known as Lot 1.01 in Block 61, Route 202 and Old York
Road,  Branchburg,  New Jersey, all as more particularly described on Schedule A
annexed  to  the  Lease  (the  "Property");  and

     WHEREAS,  the  Landlord  has erected an industrial-type building containing
89,960  square  feet,  outside  dimensions, located on the Property (hereinafter
referred  to  as  the  "Building");  and

     WHEREAS,  due  to  the  design  requirements  of Tenant, it is necessary to
adjust the square footage of the Leased Premises, as set forth in Article 1.1 of
the  Lease;  and

     WHEREAS,  Landlord  and  Tenant  desire to further modify the Lease to make
such changes as are required by the establishment of the final square footage of
the  Leased  Premises.

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

     1.  Article  1.1  of  the  Lease  is  hereby  amended so as to provide that
Tenant's  leased  premises  shall  consist of 58,296 square feet, in lieu of the
57,939  square  feet  as in the Lease now provided.  Tenant's Percentage, as set
forth  in  Article  1.1  of  the  Lease  is  hereby  deemed  to  be  64.8%.

     2.  Article  4.1  (a) and (b) of the Lease are hereby modified, as follows:

          "(a)  During  the  first  (1st) through fifth (5th) years of the lease
     term,  Tenant shall pay Base Rent in the amount of FIVE HUNDRED THIRTY NINE
     THOUSAND  TWO  HUNDRED  THIRTY  EIGHT  AND 00/100 ($539,238.00) DOLLARS per
     annum,  payable  in  equal  monthly  installments  in the sum of FORTY FOUR
     THOUSAND NINE HUNDRED THIRTY SIX AND 50/100 ($44,936.50) DOLLARS per month.

          (b)  During  the  sixth  (6th) through tenth (10th) years of the lease
     term,  Tenant shall pay Base Rent in the amount of FIVE HUNDRED NINETY FOUR
     THOUSAND  SIX  HUNDRED NINETEEN AND 20/100 ($594,619.20) DOLLARS per annum,
     payable  in  equal  monthly  installments in the sum of FORTY NINE THOUSAND
     FIVE  HUNDRED  FIFTY  ONE  AND  60/100  ($49,551.60)  DOLLARS  per  month."


<PAGE>
     3.  Article  3.1  of  the  Lease  is  hereby  modified  to provide that the
Tenant's  Allowance  shall be in the amount of SEVEN HUNDRED SEVEN THOUSAND FIVE
HUNDRED  SIXTY  TWO  AND  00/100  ($777,562.00)  DOLLARS.

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

          "45.1  Provided the Tenant is not in default pursuant to the terms and
conditions  of this lease, the Tenant is hereby given the right and privilege to
renew the within lease for two (2) successive five (5) year periods, to commence
at  the  end of the initial term of this lease, which renewals shall be upon the
same  terms  and  conditions  as  in  this  lease  contained, except as follows:

          (1)  During  the  first five (5) year renewal period, Tenant shall pay
Base Rent in the amount of SIX HUNDRED EIGHTY FOUR THOUSAND NINE HUNDRED SEVENTY
EIGHT  AND  00/100 ($684,978.00) DOLLARS per annum, in equal installments in the
sum  of  FIFTY  SEVEN  THOUSAND  EIGHTY  ONE AND 50/100 ($57,081.50) DOLLARS per
month,  in  the  same  manner  as  required  by  Article  3  hereof;  and

     5.  Except  as  herein above provided, all other terms and conditions shall
remain  in  full  force  and  effect,  otherwise  unmodified  and  unimpaired.

     6.  This  agreement  shall  be  binding on the parties hereto, their heirs,
successors  and  assigns.

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

WITNESS;



                                             /s/  Maurice  Weill
------------------------                     ---------------------------------
                                             MAURICE  M.  WEILL,  TRUSTEE  FOR
                                             BRANCHBURG  PROPERTY


ATTEST:


 /s/  Charles  M.  Shiff                      /s/  Fenel  M.  Eloi
------------------------                     ---------------------------------


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


     BE  IT REMEMBERED, that on this 21st day of September, 1999, before me, the
subscriber,  a  notary  public personally appeared MAURICE M. WRILL, TRUSTEE FOR
BRANCHBURG  PROPERTY,  who,  I  am  satisfied,  is the Landlord mentioned in the
within  Instrument,  and  thereupon  he  acknowledged that he signed, sealed and
delivered  the  same  as  his  act  and  deed, for the uses and purposes therein
expressed.



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

STATE  OF  TEXAS       )
                       )   SS
COUNTY OF MONTGOMERY   )

BE  IT  REMEMBERED,  that  on  this  14th day of September, 1999, before me, the
subscriber,  JUDITH  H.  COLYN  personally  appeared  FENEL  M.  ELOI, who, I am
satisfied,  is  the  person  who  signed  the within Instrument as an officer of
LIFECELL CORPORATION, a Delaware corporation, the Corporation named therein, and
he  thereupon  acknowledged that the said instrument made by the corporation and
sealed  with  its  corporate seal, was signed and sealed with the corporate seal
and  delivered  by him as such officer, and is the voluntary act and deed of the
corporation,  made  by  virtue  of  authority  from  its  Board  of  Directors.


                                             /s/  Judith  H.  Colyn
                                             ---------------------------------
                                             Judith  H.  Colyn
                                             Notary  Public  State  of  Texas
                                             Expires  02-04-2002



PREPARED  BY:  ROBET  K.  BROWN,  ESQ.


<PAGE>