PURCHASE AGREEMENT
                               ------------------


          THIS  PURCHASE  AGREEMENT  ("Agreement") is made as of the ____ day of
November,  1999 by and between LifeCell Corporation, a Delaware corporation (the
"Company"),  and  the  Investors  set forth on the signature page affixed hereto
(each  an  "Investor"  and  collectively  the  "Investors").

                                    RECITALS

          A.     The Company and the Investors are executing and delivering this
Agreement  in  reliance upon the exemption from securities registration afforded
by  the  provisions of Regulation D ("Regulation D"), as promulgated by the U.S.
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as  amended;

          B.     Each  Investor  wishes  to  purchase, and the Company wishes to
sell  and  issue  to each Investor, upon the terms and conditions stated in this
Agreement,  that number of shares of the common stock of the Company, $0.001 par
value  per  share  (the  "Common Stock") and that number of warrants to purchase
Common  Stock  in the form attached hereto as EXHIBIT A (the "Warrants"), as are
                                              ---------
set  forth  on  the  signature  page  attached  hereto and executed by each such
Investor,  for  an  aggregate  offering  of  925,000  shares of Common Stock and
200,000  Warrants;  and

          C.     Contemporaneous  with  the  execution  and  delivery  of  this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement,  in  the  form attached hereto as EXHIBIT B (the "Registration Rights
                                             ---------
Agreement"),  pursuant  to  which  the  Company  has  agreed  to provide certain
registration  rights  under the Securities Act of 1933, as amended and the rules
and  regulations  promulgated  thereunder, and applicable state securities laws;

          In consideration of the mutual promises made herein and for other good
and  valuable  consideration,  the  receipt  and  sufficiency of which is hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Definitions.  In addition to those terms defined above and elsewhere
            -----------
in this Agreement, for the purposes of this Agreement, the following terms shall
have  the  meanings  here  set  forth:

          1.1     "Affiliate"  means,  with  respect  to  any  person, any other
                   ---------
person  which  directly  or  indirectly  controls, is controlled by, or is under
common  control  with,  such  person.

          1.2     "Agreements"  means  this  Agreement,  the Registration Rights
                   ----------
Agreement,  and  the  Warrants.

          1.3     "Closing"  means  the  consummation  of  the  transactions
                   -------
contemplated  by  this  Agreement, and "Closing Date" shall have the meaning set
                                        ------------
forth  in  Section  3,  below.


<PAGE>
          1.4      "Control"  means  the possession , direct or indirect, of the
                    -------
power  to  direct  or  cause  the  direction of the management and policies of a
person,  whether  through  the  ownership  of  voting securities, by contract or
otherwise.

          1.5     "Market  Price"  means  the  average  closing bid price of the
                   -------------
Common  Stock  in  the  ten  (10) trading days immediately preceding the date on
which  the  calculation  is  being  made.

          1.6     "Material  Adverse  Effect" means a material adverse effect on
                   -------------------------
the  (i)  condition  (financial  or  otherwise), business, assets, or results of
operations  of  the  Company;  (ii) ability of the Company to perform any of its
material  obligations  under  the  terms  of this Agreement; or (iii) rights and
remedies  of  the  Investor  under  the  terms  of  this  Agreement.

          1.7     "Person" means an individual, corporation, partnership, trust,
                   ------
business  trust,  association,  joint  stock  company,  joint  venture,  pool,
syndicate,  sole  proprietorship,  unincorporated  organization,  governmental
authority  or  any  other  form  of  entity  not  specifically  listed  herein.

          1.8     "SEC  Filings"  has  the  meaning  set  forth  in Section 4.6.
                   ------------

          1.9     "Securities"  means  the  Shares, the Warrants and the Warrant
                   ----------
Shares  (defined  below).

          1.10     "Shares"  means the shares of Common Stock being purchased by
                    ------
the  Investors  hereunder.

          1.11     "Warrant  Shares"  means  the shares of Common Stock issuable
                    ---------------
upon  exercise  of  or  otherwise  pursuant  to  the  Warrants.

          1.12     "1933  Act" means the Securities Act of 1933, as amended, and
                    ---------
the  rules  and  regulations  promulgated  thereunder.

          1.13     "1934  Act"  means  the  Securities  Exchange Act of 1934, as
                    ---------
amended,  and  the  rules  and  regulations  promulgated  thereunder.

     2.     Purchase  and Sale of the Shares and Warrants.  Subject to the terms
            ---------------------------------------------
and  conditions  of  this Agreement, each of the Investors hereby severally, and
not jointly, agrees to purchase, and the Company hereby agrees to sell and issue
to  the  Investors,  the number of Shares and Warrants to purchase the number of
shares  of  Common  Stock  set  forth on such Investor's signature page attached
hereto.  The purchase price per share of Common Stock purchased by each Investor
hereunder  shall  be  $4.20  (the  "Purchase Price").  The exercise price of the
Warrants  shall  be  130%  of  the  Purchase  Price,  or  $5.46  per  share.


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<PAGE>
     3.     Closing.  The  Company shall promptly deliver to Investors' counsel,
            -------
in trust, a certificate or certificates, registered in such name or names as the
Investors  shall  have designated, representing all of the Shares and all of the
Warrants, with instructions that such certificates are to be held for release to
the  Investors  only  upon  payment  of the Purchase Price to the Company.  Upon
receipt  by  counsel  to  the Investors of the certificates, the Investors shall
promptly  cause  a  wire transfer in same day funds to be sent to the account of
the  Company  as instructed in writing by the Company, in an amount representing
the  entire  Purchase  Price.  On  the date the Company receives such funds, the
certificates  evidencing  the  Shares  and the Warrants shall be released to the
Investors  (and  such  date  shall  be  deemed  the  "Closing  Date").

     4.     Representations  and  Warranties of the Company.  The Company hereby
            -----------------------------------------------
represents  and  warrants  to  the  Investors  that:

          4.1     Organization, Good Standing and Qualification.  The Company is
                  ---------------------------------------------
a corporation duly incorporated, validly existing and in good standing under the
laws  of  the  jurisdiction of its incorporation and has all requisite corporate
power  and  authority  to  carry  on  its  business as now conducted and own its
properties.  The  Company  is  duly  qualified  to  do  business  as  a  foreign
corporation and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property makes such qualification or
licensing  necessary  unless the failure to so qualify would not have a Material
Adverse  Effect.  The  Company  has  no  subsidiaries.

          4.2     Authorization.  The  Company has the requisite corporate power
                  -------------
and authority and has taken all requisite action on the part of the Company, its
officers,  directors  and  stockholders  necessary  for  (i)  the authorization,
execution  and delivery of the Agreements, (ii) authorization of the performance
of  all  obligations  of  the  Company  hereunder  or  thereunder, and (iii) the
authorization,  issuance  (or  reservation  for  issuance)  and  delivery of the
Securities.  The  Agreements constitute the legal, valid and binding obligations
of  the Company, enforceable against the Company in accordance with their terms,
subject  to  bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,
moratorium  and  similar laws of general applicability, relating to or affecting
creditors'  rights  generally.

          4.3     Capitalization.  Set  forth  on Schedule 4.3 hereto is (a) the
                  --------------                  ------------
authorized  capital  stock  of the Company on the date hereof; (b) the number of
shares  of  capital  stock  issued  and outstanding; (c) the number of shares of
capital stock issuable pursuant to the Company's stock plans; and (d) the number
of  shares  of  capital  stock  issuable  and  reserved for issuance pursuant to
securities  (other  than  the  Shares  and  the  Warrants)  exercisable  for, or
convertible  into  or  exchangeable for any shares of capital stock.  All of the
issued  and  outstanding  shares  of  the Company's capital stock have been duly
authorized  and  validly  issued  and  are fully paid, nonassessable and free of


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<PAGE>
preemptive  rights.  Except  as set forth on Schedule 4.3, no Person is entitled
                                             ------------
to  preemptive  or  similar  statutory or contractual rights with respect to any
securities  of  the  Company.  Except as set forth on Schedule 4.3, there are no
                                                      ------------
outstanding  warrants,  options,  convertible  securities  or  other  rights,
agreements or arrangements of any character under which the Company is or may be
obligated  to issue any equity securities of any kind and except as contemplated
by this Agreement, the Company is not currently in negotiations for the issuance
of  any equity securities of any kind.  Except as set forth on Schedule 4.3, the
                                                               ------------
Company  has  no knowledge of any voting agreements, buy-sell agreements, option
or  right of first purchase agreements or other agreements of any kind among any
of  the securityholders of the Company relating to the securities of the Company
held  by them.  Except as set forth on Schedule 4.3, the Company has not granted
                                       ------------
any  Person  the  right to require the Company to register any securities of the
Company  under the 1933 Act, whether on a demand basis or in connection with the
registration of securities of the Company for its own account or for the account
of  any  other  Person.

          4.4     Valid  Issuance.  The Company has reserved a sufficient number
                  ---------------
of  shares  of  Common  Stock  for  the  issuance of the Shares pursuant to this
Agreement  and  upon exercise of the Warrants.  The Company will take such steps
as  may  be  necessary  to  reserve  sufficient  shares for issuance pursuant to
Section 7 below when such issuance is determinable.  The Shares and Warrants are
duly  authorized, and such Securities, along with the Warrant Shares when issued
in  accordance  herewith  and  with  the  terms  of  the  Warrants, will be duly
authorized, validly issued, fully paid, non-assessable and free and clear of all
encumbrances  and  restrictions,  except for restrictions on transfer imposed by
applicable  securities  laws.

          4.5     Consents.  The  execution,  delivery  and  performance  by the
                  --------
Company  of  the  Agreements  and the offer, issuance and sale of the Securities
require  no  consent of, action by or in respect of, or filing with, any Person,
governmental  body,  agency,  or official other than filings that have been made
pursuant  to  applicable state securities laws and post-sale filings pursuant to
applicable  state and federal securities laws and the requirements of the Nasdaq
Stock  Market,  which  the Company undertakes to file within the applicable time
periods.

          4.6     Delivery  of  SEC Filings; Business.  The Company has provided
                  -----------------------------------
the  Investors  with  copies  of the Company's most recent Annual Report on Form
10-K for the fiscal year ended December 31, 1998, and all other reports filed by
the  Company  pursuant  to the 1934 Act since the filing of the Annual Report on
Form  10-K  and prior to the date hereof (collectively, the "SEC Filings").  The
Company is engaged only in the business described in the SEC Filings and the SEC
Filings  contain  a  complete  and  accurate  description of the business of the
Company.

          4.7     Use of Proceeds.  The proceeds of the sale of the Common Stock
                  ---------------
and  the Warrants hereunder shall be used by the Company for working capital and
general  corporate  purposes.

          4.8     No Material Adverse Change.  Since the filing of the Company's
                  --------------------------
most  recent Annual Report on Form 10-K or as otherwise identified and described
in  subsequent  reports  filed by the Company pursuant to the 1934 Act or as set
forth  on  Schedule  4.8  hereto,  there  has  not  been:
           -------------

               (i)       any  change  in  the  consolidated assets, liabilities,
financial  condition  or operating results of the Company from that reflected in
the financial statements included in the Company's Quarterly Report on Form 10-Q
for  the  quarter  ended  June 30 1999, except changes in the ordinary course of
business  which  have  not  had,  in  the  aggregate, a Material Adverse Effect;


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<PAGE>
               (ii)       any  declaration  or  payment  of any dividend, or any
authorization or payment of any distribution, on any of the capital stock of the
Company,  or  any  redemption  or  repurchase  of any securities of the Company;

               (iii)       any  material damage, destruction or loss, whether or
not  covered  by  insurance  to  any  assets  or  properties  of  the  Company;

               (iv)       any  waiver by the Company of a valuable right or of a
material  debt  owed  to  it;

               (v)       any  satisfaction  or  discharge  of any lien, claim or
encumbrance  or payment of any obligation by the Company, except in the ordinary
course  of  business  and  which  is  not  material  to  the assets, properties,
financial  condition,  operating  results  or business of the Company taken as a
whole  (as  such  business  is  presently  conducted and as it is proposed to be
conducted);

               (vi)       any  material  change  or  amendment  to  a  material
contract  or arrangement by which the Company or any of its assets or properties
is  bound  or  subject;

               (vii)       any  material  labor  difficulties  or  labor  union
organizing  activities  with  respect  to  employees  of  the  Company;

               (viii)       any  transaction  entered  into by the Company other
than  in  the  ordinary  course  of  business;  or

               (ix)       any  other  event  or  condition of any character that
might  have  a  Material  Adverse  Effect.

          4.9     SEC  Filings;  Material  Contracts.
                  ----------------------------------

               (a)  The SEC Filings complied as to form in all material respects
with  the  requirements of the 1934 Act and did not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the  statements made therein, in the light of the circumstances under which they
were  made,  not  misleading.

               (b)     During  the  preceding  two  years,  each  registration
statement  and  any  amendment thereto filed by the Company pursuant to the 1933
Act  and  the rules and regulations thereunder, as of the date such statement or
amendment  became  effective,  complied as to form in all material respects with
the 1933 Act and did not contain any untrue statement of a material fact or omit
to  state  any material fact required to be stated therein or necessary in order
to  make  the statements made therein, in light of the circumstances under which
they  were  made,  not  misleading;  and  each prospectus filed pursuant to Rule
424(b)  under  the  1933  Act, as of its issue date and as of the closing of any
sale  of  securities  pursuant thereto did not contain any untrue statement of a
material  fact  or omit to state any material fact required to be stated therein
or  necessary  in order to make the statements made therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading.


                                        5
<PAGE>
               (c)     Except  as set forth on Schedule 4.3 hereto, there are no
                                               ------------
agreements  or  instruments  currently  in  force  and  effect that constitute a
warrant,  option,  convertible security or other right, agreement or arrangement
of  any  character  under  which the Company is or may be obligated to issue any
material amounts of any equity security of any kind, or to transfer any material
amounts  of  any  equity  security  of  any  kind.

          4.10     Form  S-3  Eligibility.  The Company is currently eligible to
                   ----------------------
register  the resale of its Common Stock on a registration statement on Form S-3
under  the  1933  Act.

          4.11     No  Conflict,  Breach,  Violation or Default.  The execution,
                   --------------------------------------------
delivery  and  performance of the Agreements by the Company and the issuance and
sale of the Securities will not conflict with or result in a breach or violation
of  any  of  the  terms and provisions of, or constitute a default under (i) the
Company's  Certificate  of  Incorporation  or  the  Company's Bylaws, both as in
effect  on  the date hereof (copies of which have been provided to the Investors
before  the  date  hereof),  or  (ii)  except where it would not have a Material
Adverse  Effect,  (a) any statute, rule, regulation or order of any governmental
agency  or  body or any court, domestic or foreign, having jurisdiction over the
Company  or  any of its properties, or (b) except as set forth on Schedule 4.11,
                                                                  -------------
any  agreement  or  instrument  to  which the Company is a party or by which the
Company  is  bound  or to which any of the properties of the Company is subject.

          4.12     Tax  Matters.  The  Company has timely prepared and filed all
                   ------------
tax  returns  required  to  have  been filed by the Company with all appropriate
governmental  agencies  and  timely  paid  all  taxes  owed by it.  There are no
material  unpaid  assessments  against  the Company nor, to the knowledge of the
Company,  any  basis  for  the  assessment of any additional taxes, penalties or
interest  for  any fiscal period or audits by any federal, state or local taxing
authority  except  such as which are not material.  All material taxes and other
assessments  and  levies  that the Company is required to withhold or to collect
for  payment  have  been  duly  withheld  and  collected  and paid to the proper
governmental  entity  or third party when due.  There are no tax liens or claims
pending  or  threatened  against  the Company or any of its respective assets or
property.  There  are  no  outstanding  tax  sharing  agreements  or  other such
arrangements  between  the  Company  and  any  other  corporation  or  entity.

          4.13     Title  to Properties.  Except as disclosed in the SEC Filings
                   --------------------
or  Schedule  4.13,  the  Company  has  good  and  marketable  title to all real
    --------------
properties  and  all  other properties and assets owned by it, in each case free
from  liens,  encumbrances  and  defects  that would materially affect the value
thereof  or  materially  interfere  with the use made or currently planned to be
made  thereof  by  them; and except as disclosed in the SEC Filings, the Company
holds  any  leased  real or personal property under valid and enforceable leases
with  no  exceptions  that  would  materially  interfere  with  the  use made or
currently  planned  to  be  made  thereof  by  them.


                                        6
<PAGE>
          4.14     Certificates, Authorities and Permits.  The Company possesses
                   -------------------------------------
adequate certificates, authorities or permits issued by appropriate governmental
agencies  or bodies necessary to conduct the business now operated by it and has
not  received  any  notice  of  proceedings  relating  to  the  revocation  or
modification  of  any  such certificate, authority or permit that, if determined
adversely to the Company, would individually or in the aggregate have a Material
Adverse  Effect.

          4.15     No  Labor  Disputes.  No  material  labor  dispute  with  the
                   -------------------
employees  of  the  Company  exists  or,  to  the  knowledge  of the Company, is
imminent.

          4.16     Intellectual  Property.  The  Company has sufficient title or
                   ----------------------
adequate  rights  or  licenses  to  use  the  inventions,  know-how,  patents,
copyrights,  trademarks,  trade  names,  confidential  information  and  other
intellectual  property  (collectively, "Intellectual Property Rights"), material
to  and  used  in  the  conduct of the business now operated by it, or presently
employed by it, and presently contemplated to be operated by it, and the Company
has  not received any notice of infringement of or conflict with asserted rights
of  others with respect to any Intellectual Property Rights. To the knowledge of
the  Company,  the  Company's patents and other Intellectual Property Rights and
the  present  activities  of  the Company do not infringe any patent, copyright,
trademark,  trade  name  or  other  proprietary  rights  of  any  third  party.

          4.17     Environmental  Matters.  The  Company  is not in violation of
                   ----------------------
any  statute,  rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of
the  environment  or  human  exposure  to  hazardous  or  toxic  substances
(collectively,  "Environmental Laws"), does not own or operate any real property
contaminated  with  any  substance that is subject to any Environmental Laws, is
not  liable  for  any  off-site  disposal  or  contamination  pursuant  to  any
Environmental  Laws,  and  is  not  subject  to  any  claim  relating  to  any
Environmental  Laws,  which  violation,  contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and the Company
is  not  aware  of  any  pending  investigation that might lead to such a claim.

          4.18     Litigation.  Except  as  disclosed  in  the SEC Filings or on
                   ----------
Schedule 4.18 hereto, there are no pending actions, suits or proceedings against
   ----------
or  affecting the Company or any of its properties that, if determined adversely
to  the  Company, would individually or in the aggregate have a Material Adverse
Effect  or  would  materially and adversely affect the ability of the Company to
perform its obligations under this Agreement, or which are otherwise material in
the  context  of  the sale of the Securities; and to the Company's knowledge, no
such  actions,  suits  or  proceedings  are  threatened  or  contemplated.

          4.19     Financial  Statements.  The  financial statements included in
                   ---------------------
each  SEC  Filing  present  fairly  and  accurately in all material respects the
consolidated  financial  position  of  the Company as of the dates shown and its
consolidated  results  of  operations  and cash flows for the periods shown, and
such  financial  statements  have  been  prepared  in  conformity with generally
accepted  accounting  principles  applied  on a consistent basis.  Except as set
forth  in  the  financial  statements of the Company included in the SEC Filings
filed  prior  to  the  date  hereof, to the best of the Company's knowledge, the
Company  has  no  liabilities,  contingent  or  otherwise,  except  those  which
individually  or in the aggregate are not material to the financial condition or
operating  results  of  the  Company.


                                        7
<PAGE>
          4.20     Insurance  Coverage.  The Company maintains in full force and
                   -------------------
effect  the  insurance  coverage  set  forth  on  Schedule 4.20, and the Company
                                                  -------------
reasonably  believes  such  insurance  coverage  to  be  adequate  against  all
liabilities,  claims  and  risks  against  which  it is customary for comparably
situated  companies  to  insure.

          4.21     Compliance  with  Nasdaq Continued Listing Requirements.  The
                   -------------------------------------------------------
Company  is  in  compliance  with  all  applicable  Nasdaq  continued  listing
requirements.  There  are  no  proceedings pending or to the Company's knowledge
threatened  against  the  Company  relating  to  the  continued  listing  of the
Company's  Common  Stock  on  the Nasdaq National Market and the Company has not
received  any  notice of, nor to the knowledge of the Company is there any basis
for,  the  delisting  of  the  Common  Stock  from  the  Nasdaq National Market.

          4.22     Brokers  and  Finders.  Except  as set forth on Schedule 4.23
                   ---------------------                           -------------
hereof, the Company shall have no liability or responsibility for the payment of
any  commission  or  finder's  fee  to  any  third  party  in connection with or
resulting  from  this  agreement  or  the  transactions  contemplated  by  this
Agreement.  No  agreement  by the Company with any third party will give rise to
any liability or responsibility of any Investor for a finder's fee or commission
related  to  this  Agreement  and  the  transactions  contemplated  hereby.

          4.23     No Directed Selling Efforts or General Solicitation.  Neither
                   ---------------------------------------------------
the  Company  nor  any  Person  acting  on  its behalf has conducted any general
solicitation or general advertising (as those terms are used in Regulation D) in
connection  with  the  offer  or  sale  of  any  of  the  Securities.

          4.24     No  Integrated  Offering.  Neither the Company nor any of its
                   ------------------------
Affiliates,  nor  any  Person  acting  on  its  or their behalf has, directly or
indirectly,  made any offers or sales of any security or solicited any offers to
buy  any  security,  under circumstances that would adversely affect reliance by
the  Company  on  Section  4(2)  for  the  exemption  from  registration for the
transactions contemplated hereby or would require registration of the Securities
under  the  1933  Act.

          4.25     Disclosures.  No  representation  or  warranty made under any
                   -----------
Section  hereof  contains  any  untrue  statement of a material fact or omits to
state  a  material  fact  necessary  to make the statements contained herein, in
light of the circumstances under which the statements were made, not misleading.

     5.     Representations  and  Warranties  of  the  Investor.  Each  of  the
            ---------------------------------------------------
Investors  hereby  severally,  and  not  jointly, represents and warrants to the
Company  that:


                                        8
<PAGE>
          5.1     Organization  and  Existence.  The  Investor  is  a  validly
                  ----------------------------
existing  corporation  or  limited  liability  company  and  has  all  requisite
corporate  or  limited  liability  company  power and authority to invest in the
Securities  pursuant  to  this  Agreement.

          5.2     Authorization.  The execution, delivery and performance by the
                  -------------
Investor  of  the  Agreements  have been duly authorized and the Agreements will
each  constitute  the  valid  and  legally  binding  obligation of the Investor,
enforceable  against  the  Investor  in  accordance  with  their  terms.

          5.3     Purchase  Entirely  for  Own  Account.  The  Securities  to be
                  -------------------------------------
received  by  the  Investor  hereunder  will  be acquired for investment for the
Investor's  own  account,  not  as  nominee or agent, and not with a view to the
resale  or  distribution  of  any  part thereof, and the Investor has no present
intention  of  selling, granting any participation in, or otherwise distributing
the  same.  The  Investor is not a registered broker dealer or an entity engaged
in  the  business  of  being  a  broker  dealer.

          5.4     Investment  Experience.  The Investor acknowledges that it can
                  ----------------------
bear the economic risk and complete loss of its investment in the Securities and
has  such  knowledge  and experience in financial or business matters that it is
capable  of  evaluating  the  merits  and  risks  of the investment contemplated
hereby.

          5.5     Disclosure  of  Information.  The  Investor  has  had  an
                  ---------------------------
opportunity  to receive documents related to the Company and to ask questions of
and receive answers from the Company regarding the Company, its business and the
terms  and  conditions  of  the  offering  of  the  Securities.  The  Investor
acknowledges receipt of the SEC Filings and any other filings which it requested
be  made  by the Company with the SEC.  Neither such inquiries nor any other due
diligence  investigation conducted by the Investor shall modify, amend or affect
the  Investor's  right  to  rely on the Company's representations and warranties
contained  in  this  Agreement.

          5.6     Restricted  Securities.  The  Investor  understands  that  the
                  ----------------------
Securities  are  characterized as "restricted securities" under the U.S. federal
securities  laws  inasmuch  as  they  are  being  acquired from the Company in a
transaction  not  involving  a  public  offering  and  that  under such laws and
applicable  regulations such securities may be resold without registration under
the  1933  Act  only  in  certain  limited  circumstances.

          5.7     Legends.  It is understood that, until registration for resale
                  -------
pursuant  to  the  Registration  Rights  Agreement,  certificates evidencing the
Securities  may  bear  one  or  all  of  the  following  legends:

               (a)     "The  shares  represented  by this certificate may not be
transferred  without  (i) the opinion of counsel satisfactory to the corporation
that  such  transfer  may  lawfully  be  made  without  registration  under  the
Securities  Act of 1933 or qualification under applicable state securities laws;
or  (ii)  such  registration  or  qualification."


                                        9
<PAGE>
               (b)     If required by the authorities of any state in connection
with  the  issuance of sale of the Securities, the legend required by such state
authority.

          Upon  registration  for  resale  pursuant  to  the Registration Rights
Agreement,  the  Company shall promptly cause certificates evidencing the Shares
previously  issued  hereunder to be replaced with certificates which do not bear
such  restrictive  legends,  and  each  Investor will thereafter sell the Common
Stock evidenced by such certificates only pursuant to the Prospectus (as defined
in  the  Registration  Rights  Agreement)  or  pursuant  to  Rule  144(k).

          5.8     Accredited  Investor.  The  Investor is an accredited investor
                  --------------------
as  defined  in  Rule  501(a)  of  Regulation D, as amended, under the 1933 Act.

          5.9     No  General  Solicitation.  The  Investor did not learn of the
                  -------------------------
investment  in  the  Securities as a result of any public advertising or general
solicitation.

          5.10     Reliance.  The Investor understands and acknowledges that (i)
                   --------
the  Securities  to be acquired by it hereunder are being offered and sold to it
without  registration  under  the 1933 Act in a private placement that is exempt
from  the  registration  provisions of the 1933 Act and (ii) the availability of
such  exemption  depends  in part on and the Company will rely upon the accuracy
and truthfulness of the representations contained herein and the Investor hereby
consents  to  such  reliance.

          5.11     Transactions  in  Common Stock.  The Investor has not, during
                   ------------------------------
the  thirty  (30)  trading  days  immediately preceding the date hereof, sold or
established  a  short  position  in,  any  shares  of  Common  Stock.

     6.     Registration  Rights  Agreement.  The  parties acknowledge and agree
            -------------------------------
that part of the inducement for the Investor to enter into this Agreement is the
Company's  execution  and  delivery  of  the Registration Rights Agreement.  The
parties acknowledge and agree that simultaneously with the execution hereof, the
Registration  Rights  Agreement  is  being  duly  executed  and delivered by the
parties  thereto.

     7.     Covenants  and  Agreements  of  the  Company.
            --------------------------------------------

          7.1     Purchase  Price  Adjustments.
                  ----------------------------

               (a)     Potential Adjustments.  Subject to Section 7.1(e), if the
                       ---------------------
Market  Price  on the first, second or third anniversary of the Closing is lower
than $2.60, $4.00 or $4.00, respectively, the Company shall issue to each of the
Investors  that  number  of shares of Common Stock at such Market Price equal in
value  to  the  difference between such Market Price and $2.60, $4.00 and $4.00,
respectively,  multiplied  by  the  number of Shares originally acquired by such
Investor  hereunder.  For  so long as an Investor owns 65% or more of the Shares
originally  acquired  by  such  Investor  hereunder,  which  holdings  shall  be
confirmed  in writing by the Investor in the form attached as Schedule 7.1, such
                                                              ------------
Investor  shall  be  entitled  to the full benefit of the adjustment required by
this Section 7.1(a).  In the event an Investor on any anniversary date then owns
less  than  65%  of  the Shares acquired by it hereunder, such Investor shall be
entitled  to  additional  shares  only with respect to the number of Shares then
owned by such Investor (i.e., the multiplier shall be only that number of Shares
as  the  Investor still owns). The term "Shares" as used in this Agreement shall
include  shares  issued  to  the  Investors  pursuant  to  this  Section  7.1.


                                       10
<PAGE>
               (b)     Adjustment  Mechanics.  If  an  adjustment  is  required
                       ---------------------
pursuant  to  Section  7.1(a), the Company shall deliver to the Investors within
twenty (20) business days ("Delivery Date") each Investor's additional shares of
Common Stock; provided however, that the Company shall effect such adjustment in
cash,  in  whole  or  in part, to the extent required by Section 7.1(c).  In the
event  the  Company fails to deliver the additional shares (or cash, as the case
may  be)  within ten (10) days of the Delivery Date, the Company shall be liable
to the Investors for a penalty equal to 1% of the aggregate adjustment per month
(in each instance to such Investor pro rata in accordance with its participation
in  this  offering), payable in Common Stock or cash, at the Company's election.
Any  adjustment  made on the second and third anniversaries of the Closing shall
take  into  account the adjustment(s) made, if any, on the first anniversary and
on  the  first  and  second anniversaries, respectively, such that the per share
cash  amount of the adjustment in the second and third years shall be reduced by
the per share cash amount of the adjustment in the preceding year(s).  By way of
illustration,  if  on  the  first  anniversary  the  Market  Price is $2.00, the
Investors  will  be  entitled  to  a  $.60 per share adjustment.  If then on the
second anniversary, the Market Price is $3.00, the Investors will be entitled to
a  $.40  per share adjustment (to wit, $1.00 difference from the $4.00 per share
target  for  year  two,  less  $.60  per  share  adjustment  paid  on  the first
anniversary).

               (c)     Limitation  on  Number  of  Shares.
                       ----------------------------------

                    (i)     If by way of any adjustment required by this Section
7.1,  an Investor would receive a number of shares of Common Stock such that the
total  number  of  such  shares  held  by  the  Investor  as of the date of such
adjustment  would  be  greater  than  9.90%  but  less  than  13.0% of the total
outstanding  Common  Stock of the Company, then the Company shall not effect the
adjustment required by this Section to the extent necessary to avoid causing the
aforesaid  limitation  to  be  exceeded  until  120 days following the date such
adjustment  would  have  otherwise  been  made.

                    (ii)     If  by  way  of  any  adjustment  required  by this
Section  7.1,  an Investor would receive a number of shares of Common Stock such
that the total number of such shares held by the Investor as of the date of such
adjustment  would equal or exceed 13.0% of the total outstanding Common Stock of
the  Company,  then the Company shall not effect the adjustment required by this
Section  to the extent necessary to avoid causing the aforesaid limitation to be
exceeded  until 180 days following the date such adjustment would have otherwise
been  made.

                    (iii)     In  the  event that the Company would be obligated
to  issue  an  amount  of shares of Common Stock which, when aggregated with all
shares  of  Common Stock issued to an Investor, would constitute a breach of the
Company's  obligations under the rules or regulations of Nasdaq as they apply to
the Company, or any other principal securities exchange or market upon which the
Common Stock is or becomes traded (the "Cap Regulations"), the Company shall not
be  obligated  to  issue  any such shares of Common Stock.  Instead, the Company
shall immediately seek shareholder approval of this transaction if such approval
would,  under  the  Cap  Regulations,  permit the Company to issue the shares of
Common  Stock  without  violation  of  the Cap Regulations.  If such shareholder
approval will not afford a cure of the breach of the Cap Regulations, or if such
shareholder  approval  is not obtained within eighty (80) days, then the Company
shall  promptly  redeem  the Investor at a redemption price equal to 105% of the
cash  value  of  the  adjustment.


                                       11
<PAGE>
     Only  shares  acquired  pursuant  to  this  Agreement  will  be included in
determining  whether  the  limitations  would  be  exceeded for purposes of this
Section  7.1(c).

               (d)     Capital  Adjustments.  In  case  of  any  stock  split or
                       --------------------
reverse  stock  split  of  the Common Stock, stock dividend on the Common Stock,
reclassification of the common stock, recapitalization, merger or consolidation,
or  like  capital  adjustment  affecting  the  Common  Stock of the Company, the
provisions  of  Section 7.1 shall be applied in a fair, equitable and reasonable
manner  so  as  to give effect, as nearly as may be, to the purposes hereof.  No
adjustment  shall  be required by reason of stock dividends paid on the Series B
Preferred  Stock.

               (e)     Early  Termination of Potential Adjustment Period.  If at
                       -------------------------------------------------
any  time  prior  to  the  expiration  of  the  three-year  period for potential
adjustments  as contemplated by Section 7.1 (the "Potential Adjustment Period"),
the  closing  bid  price  for the Common Stock of the Company exceeds $10.00 for
twenty  (20)  consecutive  trading  days,  the Potential Adjustment Period shall
thereupon terminate; provided that at all times during such twenty trading days,
the  Shares  were  effectively  registered  for  resale  by  the  Investors.

          7.2     Limitation  on  Transactions.
                  ----------------------------

               (a)     Until  the  date  of  effectiveness  of  the Registration
Statement  covering  the  Shares  as  contemplated  by  the  Registration Rights
Agreement, without the prior written consent of the Investors (which consent may
be  withheld  in the Investors' discretion), the Company shall not issue or sell
or  agree  to  issue  or  sell  for  cash  in  a  non-public offering any equity
securities  in  a  capital  raising  transaction.

               (b)     Until  the  expiration of the Potential Adjustment Period
(or  its early termination pursuant to Section 7.1(e)) without the prior written
consent  of  the  Investors  (which  consent  may  be withheld in the Investors'
discretion), the Company shall not issue or sell, or agree to issue or sell, for
cash  in  a  non-public  Variable  Rate  Transaction.  For  the purposes of this
Agreement,  a  "Variable  Rate  Transaction"  shall mean: (A) any debt or equity
securities  that  are  convertible  into,  exchangeable  or  exercisable for, or
include  the  right to receive additional shares of Common Stock either (x) at a
conversion,  exercise  or exchange rate or other price that is based upon and/or
varies with the trading prices of or quotations for the Common Stock at any time
after  the  initial  issuance  of  such debt or equity securities, or (y) with a
fixed  conversion,  exercise or exchange price that is subject to being reset at
some  future  date after the initial issuance of such debt or equity security or
upon  the  occurrence  of  specified or contingent events directly or indirectly
related  to  the business of the Company or the market for the Common Stock (but
excluding  standard stock split anti-dilution provisions), or (B) any securities
of  the  Company  pursuant  to an "equity line" structure which provides for the
sale,  from  time to time, of securities of the Company which are registered for
resale  pursuant  to  the  1933  Act;  provided,  however,  that  the  foregoing
limitation  on Variable Rate Transactions shall not apply to any such securities
with an aggregate face value outstanding at any time equal to or less than seven
and  one-half  percent  (7.5%)  of  the Company's primary market capitalization.


                                       12
<PAGE>
               7.3     Right of Investors to Participate in Future Transactions.
                       --------------------------------------------------------
Until  the  expiration  of  the  Potential  Adjustment  Period  (or  its  early
termination  pursuant  to  Section 7.1(e)), or such earlier termination thereof,
the  Investors  will  have  a  right  to  participate  in future capital raising
transactions  of  the  Company  on  the  terms  and conditions set forth in this
Section  7.3.  During such period, the Company shall give five (5) business days
advance written notice to the Investors prior to any non-public offer or sale of
any  of  the  Company's  equity securities or any securities convertible into or
exchangeable  or exercisable for such securities by providing to the Investors a
comprehensive  term  sheet  containing  all significant business terms of such a
proposed  transaction.  Prior  to  the  closing  of any such sale, the Investors
shall have the right to participate (pro rata in accordance with each Investor's
participation in this offering) in up to 20%, but if such right is exercised not
less  than  an  aggregate  of  10%,  of  such  new  offering.  If  such offering
constitutes  a  Variable  Rate Transaction as defined above, the Investors shall
have  the  right  to  participate  (pro  rata in accordance with each Investor's
participation in this offering) in up to 50%, but if such right is exercised not
less  than  an  aggregate  of 10%, of such new offering.  The Investor(s)' right
hereunder  must  be  exercised  in  writing  by  the Investor(s) within five (5)
business  days following receipt of the notice from the Company.  If, subsequent
to  the  Company  giving  notice  to  the  Investors  hereunder but prior to the
Investor  exercising its right to participate (or the expiration of the five-day
period  without  response  from  the  Investor), the terms and conditions of the
proposed  third-party  sale are changed from that disclosed in the comprehensive
term sheet provided to the Investors, the Company shall be required to provide a
new  notice  to  the Investors hereunder and the Investors shall have the right,
which  must  be  exercised  within five (5) business days of such new notice, to
exercise  its  rights  to  purchase  the  securities  on  such changed terms and
conditions  as  provided  hereunder.  In the event the Investors do not exercise
their  rights  hereunder,  or  affirmatively  decline  to engage in the proposed
transaction  with  the  Company, then the Company may proceed with such proposed
transaction  on  the  same  terms  and  conditions  as  noticed to the Investors
(assuming the Investors have consented to the transaction, if required, pursuant
to  Section  7.2 of this Agreement).  The rights and obligations of this Section
7.3  shall  in no way diminish the other rights of the Investor pursuant to this
Section  7.
          7.4     Opinion  of  Counsel.  On  or  prior  to the Closing Date, the
                  --------------------
Company  will  deliver  to  the  Investors  the  opinion of legal counsel to the
Company,  in  form  and  substance  reasonably  acceptable  to  the  Investors,
addressing  those  legal  matters  set  forth  in  Schedule  7.4  hereto.
                                                   -------------


                                       13
<PAGE>
          7.5     Reservation  of  Common  Stock  Pursuant  to  Section  7.1 and
                  --------------------------------------------------------------
Exercise  of  Warrants.  The  Company  hereby agrees at all times to reserve and
      ----------------
keep available out of its authorized but unissued shares of Common Stock, solely
for  the  purpose  of providing for the exercise of the Warrants, such number of
shares  of  Common  Stock  as shall from time to time equal the number of shares
sufficient  to  permit the exercise of the Warrants in accordance with the terms
of  the  Warrants.  In  addition,  as  soon  as such number is determinable, the
Company  agrees  to  reserve  such  shares  as  may  be  necessary to permit the
issuances  to  the  Investors  required  by  Section  7.1.

          7.6     Reports.  For so long as the Investors beneficially own any of
                  -------
the Securities, the Company will furnish to the Investors the following reports,
each of which shall be provided to the Investors by air mail (within one week of
filing  with  the  SEC,  in  the  case  of  SEC  filings):

               (a)     Quarterly  Reports.  The  Company's  quarterly  report on
                       ------------------
Form  10-Q or, in the absence of such report, consolidated balance sheets of the
Company  as at the end of such period and the related consolidated statements of
operations,  stockholders'  equity  and  cash  flows for such period and for the
portion  of the Company's fiscal year ended on the last day of such quarter, all
in  reasonable  detail  and  certified  by  a principal financial officer of the
Company  to  have been prepared in accordance with generally accepted accounting
principles,  subject  to  year-end  and  audit  adjustments.

               (b)     Annual  Reports.  The  Company's  Form  10-K  or,  in the
                       ---------------
absence of a Form 10-K, consolidated balance sheets of the Company as at the end
of  such year and the related consolidated statements of earnings, stockholders'
equity and cash flows for such year, all in reasonable detail and accompanied by
the report on such consolidated financial statements of an independent certified
public  accountant  selected  by  the Company and reasonably satisfactory to the
Investor.

               (c)     Securities  Filings.  Copies  of  (i)  all notices, proxy
                       -------------------
statements,  financial  statements,  reports  and documents as the Company shall
send  or  make available generally to its stockholders or to financial analysts,
promptly  after  providing  same  to  the stockholders and (ii) all periodic and
special  reports, documents and registration statements (other than on Form S-8)
which  the Company furnishes or files, or any officer or director of the Company
(in  such  person's  capacity  as  such)  furnishes  or  files  with  the  SEC.

               (d)     Other  Information.  Such  other  information relating to
                       ------------------
the  Company  as  from time to time may reasonably be requested by the Investors
provided  the  Company  produces  such  information  in  its  ordinary course of
business,  and  further provided that the Company, solely in its own discretion,
determines that such information is not confidential in nature and disclosure to
the  Investor  would  not  be  harmful  to  the  Company.

          7.7     Press  Releases.  Any  press  release  or  other  publicity
                  ---------------
concerning  this  Agreement  or  the transactions contemplated by this Agreement
shall  be  submitted to the Investors for comment at least two (2) business days
prior  to issuance, unless the release is required to be issued within a shorter
period  of  time  by  law  or  pursuant  to  the  rules of a national securities
exchange.


                                       14
<PAGE>
          7.8     No  Conflicting  Agreements.  The  Company  will  not take any
                  ---------------------------
action,  enter  into any agreement or make any commitment that would conflict or
interfere  in  any  material respect with the obligations to the Investors under
the  Agreements.

          7.9     Insurance.  So  long  as  the  Investors  beneficially own any
                  ---------
Securities,  the Company shall not materially reduce the insurance coverages set
forth  in  Schedule  4.20.
           --------------

          7.10     Compliance  with Laws.  So long as the Investors beneficially
                   ---------------------
own  any  Securities, the Company will use reasonable efforts to comply with all
applicable  laws,  rules,  regulations,  orders  and decrees of all governmental
authorities,  except  to  the  extent  non-compliance (in one instance or in the
aggregate)  would  not  have  a  Material  Adverse  Effect.

          7.11     Listing  of  Underlying  Shares  and  Related  Matters.  The
                   ------------------------------------------------------
Company  hereby  agrees,  promptly  following  the  Closing  of the transactions
contemplated  by this Agreement, to take such action to cause the Shares and the
Warrant  Shares  to  be  listed  on  the  Nasdaq  National Market as promptly as
possible  but  no later than the effective date of the registration contemplated
by  the  Registration  Rights Agreement.  The Company further agrees that if the
Company applies to have its Common Stock or other securities traded on any other
principal  stock  exchange  or  market,  it will include in such application the
Warrant  Shares  and  will  take such other action as is necessary to cause such
Common Stock to be so listed.  For so long as the Investors beneficially own any
of  the  Securities,  the Company will take all action necessary to continue the
listing  and  trading of its Common Stock on the Nasdaq National Market and will
comply  in  all  respects  with  the  Company's  reporting,  filing  and  other
obligations under the bylaws or rules of such exchange, as applicable, to ensure
the  continued  eligibility  for  trading  of  the Shares and the Warrant Shares
thereon.

          7.12     Corporate  Existence.  So  long as the Investors beneficially
                   --------------------
own  any of the Shares or Warrants (but in no event longer than five years), the
Company shall maintain its corporate existence, except in the event of a merger,
consolidation  or  sale  of all or substantially all of the Company's assets, as
long  as  the  surviving or successor entity in such transaction (a) assumes the
Company's obligations hereunder and under the agreements and instruments entered
into in connection herewith, regardless of whether or not the Company would have
had  a  sufficient number of shares of Common Stock authorized and available for
issuance  in  order to fulfill its obligations hereunder and effect the exercise
in  full of all Warrants outstanding as of the date of such transaction; (b) has
no  legal,  contractual  or  other  restrictions  on  its ability to perform the
obligations  of  the  Company hereunder and under the agreements and instruments
entered  into  in  connection  herewith;  and  (c)  (i)  is  a  publicly  traded
corporation  whose  common  stock  and the shares of capital stock issuable upon
exercise  of  the  Warrants  are  (or would be upon issuance thereof) listed for
trading  on the Nasdaq National Market, the Nasdaq SmallCap Market, the New York
Stock  Exchange  or  the American Stock Exchange, or (ii) if not such a publicly
traded  corporation,  then  the buyer agrees that it will, at the election of an
Investor, purchase such Investor's Shares (and Warrant Shares) within 30 days of
such  election  at  a  per  share  purchase  price  of  $4.20.


                                       15
<PAGE>
     8.     Survival.  All representations, warranties, covenants and agreements
            --------
contained  in  this Agreement shall be deemed to be representations, warranties,
covenants  and  agreements as of the date hereof and shall survive the execution
and  delivery  of this Agreement for a period of two years from the date of this
Agreement;  provided, however, that the provisions contained in Section 7 hereof
shall  survive  in  accordance  therewith.

     9.     Arbitration.
            -----------

          9.1     Scope.  Resolution  of any and all disputes arising from or in
                  -----
connection  with  the  Agreements,  whether based on contract, tort, common law,
equity,  statute,  regulation,  order  or  otherwise  ("Disputes"),  shall  be
exclusively  governed  by  and settled in accordance with the provisions of this
Section  9;  provided,  that the foregoing shall not preclude equitable or other
judicial  relief  to enforce the provisions hereof or to preserve the status quo
pending  resolution  of  Disputes  hereunder.

          9.2.     Binding  Arbitration.  The parties hereby agree to submit all
                   --------------------
Disputes  to  arbitration  for  final  and binding resolution.  Either party may
initiate  such  arbitration  by  delivery of a demand therefor (the "Arbitration
Demand")  to  the  other party.  The arbitration shall be conducted in New York,
New  York  by  a  sole arbitrator selected by agreement of the parties not later
than  fifteen  (15)  business days after delivery of the Arbitration Demand, or,
failing  such  agreement, appointed pursuant to the Commercial Arbitration Rules
of  the  America Arbitration Association, as amended from time to time (the "AAA
Rules").  If  the  arbitrator becomes unable to serve, his successor(s) shall be
similarly  selected  or  appointed.

          9.3.     Procedure.  The  arbitration  shall  be conducted pursuant to
                   ---------
the  Federal Arbitration Act and such procedures as the parties may agree or, in
the  absence  of  or  failing  such  agreement,  pursuant  to  the  AAA  Rules.
Notwithstanding  the  foregoing,  (a) each party shall have the right to conduct
limited  discovery  of information relevant to the Dispute; (b) each party shall
provide  to  the  other,  reasonably  in  advance  of any hearing, copies of all
documents  that  a  party  intends  to present in such hearing; (c) all hearings
shall  be  conducted  on  an  expedited  schedule;  and  (d) except as otherwise
required  by  law  and  as  required to conduct the proceedings, all proceedings
shall  be  confidential,  except  that  either  party  may at its expense make a
stenographic  record  thereof.

          9.4.     Timing.  The arbitrator shall complete all hearings not later
                   ------
than  90  days after his or her selection or appointment, and shall make a final
award  not  later  than  30 days thereafter.  The arbitrator shall apportion all
costs  and  expenses  of  the  arbitration,  including the arbitrator's fees and
expenses,  and  fees  and  expenses of experts ("Arbitration Costs") between the
prevailing  and  non-prevailing  party  as  the  arbitrator  shall deem fair and
reasonable.  In  circumstances  where  a  Dispute  has been asserted or defended
against  on  grounds  that  the  arbitrator  deems frivolous, the arbitrator may
assess all Arbitration Costs against the non-prevailing party and may include in
the award the prevailing party's attorney's fees and expenses in connection with
any and all proceedings under this Section 9.  Notwithstanding the foregoing, in
no  event  may  the  arbitrator  award  multiple  or  punitive  damages.


                                       16
<PAGE>
     10.     Miscellaneous.
             -------------

          10.1     Successors  and  Assigns.  This Agreement may not be assigned
                   ------------------------
by  a  party hereto without the prior written consent of the other party hereto,
except  that  without the prior written consent of the Company, but after notice
duly  given, an Investor may assign its rights and delegate its duties hereunder
to  an  Affiliate,  and  without the prior written consent of the Investors, but
after  notice  duly given and in compliance with this Agreement, the Company may
assign its rights and delegate its duties hereunder to any successor-in-interest
corporation  in  the  event  of a merger or consolidation of the Company with or
into  another corporation, or any merger or consolidation of another corporation
with  or  into  the  Company that results directly or indirectly in an aggregate
change  in the ownership or control of more than 50% of the voting rights of the
equity securities of the Company, or the sale of all or substantially all of the
Company's assets.  The terms and conditions of this Agreement shall inure to the
benefit  of  and be binding upon the respective permitted successors and assigns
of  the  parties.  Nothing in this Agreement, express or implied, is intended to
confer  upon  any  party  other  than  the  parties  hereto  or their respective
successors  and  assigns any rights, remedies, obligations, or liabilities under
or  by reason of this Agreement, except as expressly provided in this Agreement.

          10.2     Counterparts.  This  Agreement may be executed in two or more
                   ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

          10.3     Titles  and Subtitles.  The titles and subtitles used in this
                   ---------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          10.4     Notices.  Unless  otherwise  provided, any notice required or
                   -------
permitted  under  this  Agreement  shall be given in writing and shall be deemed
effectively  given  only  upon  delivery  to  each  party  to be notified by (i)
personal  delivery,  (ii)  telex  or telecopier, upon receipt of confirmation of
complete  transmittal,  or  (iii)  an  internationally  recognized overnight air
courier,  addressed to the party to be notified at the address as follows, or at
such  other  address  as  such  party may designate by ten days' advance written
notice  to  the  other  party:

               If  to  the  Company:

                    LifeCell  Corporation
                    One  Millennium  Way
                    Branchburg,  NJ  08876
                    Attn:     Fenel  M.  Eloi
                    Chief  Financial  Officer
                    Fax:  908-947-1081

               If  to  the  Investors,  to  the  addresses  set  forth  on  the
               signature  pages  hereto.


                                       17
<PAGE>
          10.5     Fees  and  Expenses.  The  parties hereto shall pay their own
                   -------------------
costs  and expenses in connection herewith, except that the Company shall pay to
Tail Wind, Inc. a sum equal to 1% of the Purchase Price paid by each Investor as
and  for  reimbursement  for  legal  and  due  diligence  expenses  incurred  in
connection herewith and such amount shall be paid at Closing from gross proceeds
of  the  offering.

          10.6     Amendments  and  Waivers.  Any  term of this Agreement may be
                   ------------------------
amended  and  the observance of any term of this Agreement may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only with the written consent of the Company and the Investors.
Any  amendment  or  waiver  effected  in accordance with this paragraph shall be
binding upon each holder of any Securities purchased under this Agreement at the
time  outstanding,  each  future holder of all such securities, and the Company.

          10.7     Severability.  If  one  or  more provisions of this Agreement
                   ------------
are  held  to  be  unenforceable  under  applicable law, such provision shall be
excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such provision were so excluded and shall be enforceable in
accordance  with  its  terms.

          10.8     Entire Agreement.  This Agreement, including the Exhibits and
                   ----------------
Schedules  hereto,  and  the Registration Rights Agreement constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and
thereof  and  supersede  all  prior agreements and understandings, both oral and
written,  between  the  parties  with  respect  to the subject matter hereof and
thereof.

          10.9     Further  Assurances.  The  parties  shall execute and deliver
                   -------------------
all  such  further  instruments and documents and take all such other actions as
may reasonably be required to carry out the transactions contemplated hereby and
to  evidence  the  fulfillment  of  the  agreements  herein  contained.

          10.10     Applicable  Law.  This  Agreement  shall be governed by, and
                    ---------------
construed  in  accordance with, the laws of the State of New York without regard
to  principles  of  conflicts  of  laws.


                                       18
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date  first  above  written.

The  Company:                         LIFECELL  CORPORATION



                              By:_________________________
                              Name:
                              Title:


                                       19
<PAGE>
The  Investor:                [___________________________]


                              By:_________________________
                              Name:
                              Title:


                              By:_________________________
                              Name:
                              Title:


Aggregate  Purchase  Price:  __________
Number  of  Shares  of  Common  Stock:  ____________
Number  of  Warrants:  _______________
Effective  per  share  Purchase  Price  of  Shares:  $4.20
Exercise  price  of  Warrants:  $5.46
Address  for  Notice:

                              [____________________________]
                              [____________________________]
                              [____________________________]
                              [____________________________]
                              [____________________________]
                              [____________________________]

                              with  a  copy  to:

                              Bryan  Cave  LLP
                              700  Thirteenth  Street,  NW
                              Washington,  DC  20005
                              Attn:  LaDawn  Naegle
                              Telephone:  202/508-6046
                              Facsimile:   202/508-6200


                                       20
<PAGE>
                                  SCHEDULE 7.1

Date:


LifeCell  Corporation
One  Millennium  Way
Branchburg,  NJ  08876
Attn:     Fenel  M.  Eloi


Gentlemen:

     By  this letter we represent that on this date we own ___________ shares of
LifeCell  Corporation  common  stock.  These  shares  are  held in our brokerage
account  at  ________________________________________________.

                              Sincerely,



                              ___________________________________
                              [Investor]


<PAGE>
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


          This  Registration  Rights  Agreement  (the  "Agreement")  is made and
entered  into  as  of  this  ____  day of November, 1999 by and between LifeCell
Corporation,  a  Delaware corporation (the "Company"), and the "Investors" named
in  that  certain  Purchase  Agreement  of even date herewith by and between the
Company  and  the  Investors  (the  "Purchase  Agreement").

          The  parties  hereby  agree  as  follows:

          1.     Certain  Definitions
                 --------------------

               As  used  in  this  Agreement, the following terms shall have the
following  meanings:

               "Additional  Registrable  Securities"  shall  mean  the shares of
                -----------------------------------
Common  Stock,  if  any,  issued to the Investors pursuant to Section 7.1 of the
Purchase  Agreement.

               "Common  Stock"  shall mean the Company's Common Stock, par value
                -------------
$0.001  per  share.

               "Investors"  shall mean the purchasers identified in the Purchase
                ---------
Agreement  and  any  affiliate of any Investor who is a subsequent holder of any
Warrants,  Registrable  Securities  or  Additional  Registrable  Securities.

               "Prospectus"  shall  mean  the  prospectus  included  in  any
                ----------
Registration Statement, as amended or supplemented by any prospectus supplement,
with  respect  to  the  terms  of the offering of any portion of the Registrable
Securities  or  Additional  Registrable  Securities covered by such Registration
Statement  and  by  all  other  amendments  and  supplements  to the prospectus,
including  post-effective  amendments and all material incorporated by reference
in  such  prospectus.

               "Register,"  "registered"  and  "registration"  refer  to  a
                --------     ----------         ------------
registration  made  by  preparing and filing a registration statement or similar
document in compliance with the 1933 Act (as defined below), and the declaration
or  ordering  of  effectiveness  of  such  registration  statement  or document.

               "Registrable  Securities"  shall  mean the shares of Common Stock
                -----------------------
issued  and  issuable to the Investors pursuant to the Purchase Agreement (other
than  additional  shares of Common Stock issuable pursuant to Section 7.1 of the
Purchase  Agreement)  and  issuable  upon  the  exercise  of  the  Warrants.


<PAGE>
               "Registration Statement" shall mean any registration statement of
                ----------------------
the  Company  filed  under  the  1933  Act  that covers the resale of any of the
Registrable  Securities  or  Additional  Registrable  Securities pursuant to the
provisions  of  this  Agreement, amendments and supplements to such Registration
Statement,  including  post-effective  amendments, all exhibits and all material
incorporated  by  reference  in  such  Registration  Statement.

               "SEC"  means  the  U.S.  Securities  and  Exchange  Commission.
                ---

               "1933  Act" means the Securities Act of 1933, as amended, and the
                ---------
rules  and  regulations  promulgated  thereunder.

               "1934 Act" means the Securities Exchange Act of 1934, as amended,
                --------
and  the  rules  and  regulations  promulgated  thereunder.

               "Warrants"  mean  the warrants to purchase shares of Common Stock
                --------
issued to the Investors pursuant to the Purchase Agreement, the form of which is
attached  to  the  Purchase  Agreement  as  Exhibit  A.

          2.     Registration.
                 ------------

               (a)     Registration  Statements.
                       ------------------------

                    (i)     Registrable  Securities.  Promptly  following  the
                            -----------------------
closing  of  the  purchase and sale of Common Stock and Warrants contemplated by
the  Purchase Agreement (the "Closing Date") (but no later than thirty (30) days
after  the  Closing  Date),  the Company shall prepare and file with the SEC one
Registration Statement on Form S-3 (or, if Form S-3 is not then available to the
Company, on such form of registration statement as is then available to effect a
registration for resale of the Registrable Securities, subject to the Investors'
consent) covering the resale of the Registrable Securities in an amount equal to
the number of shares of Common Stock issued to the Investors on the Closing Date
plus  the  number  of shares of Common Stock necessary to permit the exercise in
full  of  the  Warrants.  Such  Registration  Statement also shall cover, to the
extent  allowable  under  the  1933  Act  and  the  Rules promulgated thereunder
(including  Rule  416), such indeterminate number of additional shares of Common
Stock  resulting from stock splits, stock dividends or similar transactions with
respect  to  the Registrable Securities.  The Company shall use its best efforts
to obtain from each person who now has piggyback registration rights a waiver of
those rights with respect to the Registration Statement.  No securities shall be
included  in  the  Registration  Statement  without the consent of each Investor
other  than  the  Registrable Securities and the securities subject to piggyback
registration  rights  on  the date hereof for which the Company could not obtain
waivers.  The  Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall be provided in
accordance  with  Section  3(c)  to the Investors and their counsel prior to its
filing  or  other  submission.


                                        2
<PAGE>
                    (ii)     Additional  Registrable  Securities.  Upon  the
                             -----------------------------------
written  demand  of  any  Investor  and following the issuance of any additional
shares  of Common Stock to such Investor pursuant to Section 7.1 of the Purchase
Agreement,  the  Company  shall  prepare  and  file  with the SEC a Registration
Statement  on  Form  S-3, and any additional Registration Statements on Form S-3
upon  the  written  demand  of  any  Investor  pursuant to its rights during the
Potential  Adjustment  Period  as that term is defined in the Purchase Agreement
(or,  if  Form  S-3  is  not  then  available  to  the  Company, on such form of
registration  statement as is then available to effect a registration for resale
of  the  Additional  Registrable Securities, subject to the Investor's consent),
covering  the resale of the Additional Registrable Securities in an amount equal
to  the  number of shares of Common Stock issued to and designated in the demand
by  such  Investor.  Such Registration Statement also shall cover, to the extent
allowable  under  the  1933  Act and the Rules promulgated thereunder (including
Rule  416),  such  indeterminate  number  of  additional  shares of Common Stock
resulting  from  stock  splits,  stock  dividends  or  similar transactions with
respect  to  the  Additional  Registrable Securities.  The Company shall use its
best  efforts  to  obtain  from  each  person who now has piggyback registration
rights  a waiver of those rights with respect to the Registration Statement.  No
securities  shall  be included in the Registration Statement without the consent
of the Investor other than the Registrable Securities and Additional Registrable
Securities  and  the  securities subject to piggyback registration rights on the
date  hereof  for  which the Company could not obtain waivers.  The Registration
Statement  (and  each  amendment  or  supplement  thereto,  and each request for
acceleration  of  effectiveness  thereof)  shall  be provided in accordance with
Section  3(c)  to  the  Investor  and  its  counsel prior to its filing or other
submission.

               (b)     Expenses.  The  Company  will  pay  all  its  expenses
                       --------
associated with each registration, and the Investors will pay all their expenses
subject  to the reimbursement provided for in the Purchase Agreement (and to the
extent  funds have been returned to the Company, in respect thereof, the Company
will  pay  them  over  subject  to receipt of appropriate documentation).  In no
event  will  the Company reimburse Investors for discounts, commissions, fees of
underwriters,  selling  brokers,  dealer managers or similar securities industry
professionals.

               (c)     Effectiveness.
                       -------------

                    (i)  The  Company  shall  use  its best efforts to have each
Registration  Statement  declared  effective as soon as practicable.  If (A) the
Registration Statement covering Registrable Securities is not declared effective
by  the  SEC  within  four  (4)  months  following  the  Closing  Date,  or  the
Registration  Statement  covering  Additional  Registrable  Securities  is  not
declared  effective by the SEC within four (4) months following the demand of an
Investor  relating  to  the  Additional  Registrable  Securities covered thereby
(each,  a  "Registration  Date"),  (B)  after  a Registration Statement has been
declared  effective  by  the  SEC,  sales  cannot  be  made  pursuant  to  such
Registration  Statement  (by reason of a stop order, or the Company's failure to
update  the  Registration  Statement)  but  except  as  excused  pursuant  to
subparagraph  (ii)  below,  or (C) the Common Stock generally or the Registrable
Securities  specifically  is  not listed or included for quotation on the Nasdaq
National Market System, the Nasdaq Small Cap Market, the New York Stock Exchange
or  the American Stock Exchange, then the Company will make pro-rata payments to
each Investor, as liquidated damages and not as a penalty, in an amount equal to
2%  of  the  aggregate  amount  paid by such Investor on the Closing Date to the


                                        3
<PAGE>
Company  for shares of Common Stock still held by such Investor for any month or
pro  rata  for  any portion thereof following the Registration Date during which
any  of the events described in (A) or (B) or (C) above occurs and is continuing
(the  "Blackout  Period").  The  Blackout  Period  shall  terminate upon (x) the
effectiveness  of  the  applicable Registration Statement in the case of (A) and
(B)  above;  (y) listing or inclusion of the Common Stock on the Nasdaq National
Market  System,  the Nasdaq Small Cap Market, the New York Stock Exchange or the
American  Stock  Exchange  in  the case of (C) above; and (z) in the case of the
events  described  in  (A)  or  (B)  above,  the  earlier  termination  of  the
Registration  Period (as defined in Section 3(a) below).  The amounts payable as
liquidated damages pursuant to this paragraph shall be payable, at the option of
the  Company,  in lawful money of the United States or in shares of Common Stock
at  the  Market  Price  (as that term is defined in the Purchase Agreement), and
amounts  payable  as  liquidated  damages  shall  be paid monthly within two (2)
business  days  of  the last day of each month following the commencement of the
Blackout  Period  until the termination of the Blackout Period.  Amounts payable
as  liquidated  damages  hereunder  shall cease when an Investor no longer holds
Warrants  or  Registrable  Securities,  or Additional Registrable Securities, as
applicable.  Notwithstanding the above, if after twelve (12) months, the Company
in  good  faith  determines  that it is unable to remedy the events set forth in
(A),  (B)  or  (C),  the  Company  may  notify the Investors that the liquidated
damages  will cease to accrue and, at the Investor's election, the Company shall
redeem  (if and only if permitted under applicable law), in whole or in part, as
instructed by the Investor, the shares of Common Stock and Warrants held by such
Investor  for  an amount equal to 100% of the amount originally invested by such
Investor.  If  an  Investor does not elect to have its Common Stock and Warrants
so  redeemed,  the Company shall use reasonable efforts to remedy the events set
forth  in  (A),  (B)  and  (C),  but  the Investor will no longer be entitled to
further  liquidated  damages  pursuant  to  this  Agreement.

                    (ii)  For not more than thirty (30) consecutive trading days
or for a total of not more than forty (40) trading days in any twelve (12) month
period,  the Company may delay the disclosure of material non-public information
concerning  the  Company  and  terminate  or  suspend  effectiveness  of  any
registration  contemplated  by  this  Section  containing  such  information, if
disclosure  of such information at the time is not, in the good faith opinion of
the  Company,  in  the  best  interests  of  the  Company  (an "Allowed Delay");
provided, that the Company shall promptly (a) notify the Investors in writing of
the  existence  of  (but  in  no  event, without the prior written consent of an
Investor,  shall  the  Company  disclose  to  such  Investor any of the facts or
circumstances  regarding)  material  non-public  information  giving  rise to an
Allowed  Delay, and (b) advise the Investors in writing to cease all sales under
the  Registration Statement until the end of the Allowed Delay.  The duration of
the  Restricted Period as provided in the Purchase Agreement will be extended by
the  number  of  days  of  any  and  all  Allowed  Delays.

               (d)     Underwritten  Offering.  If  any  offering  pursuant to a
                       ----------------------
Registration  Statement pursuant to Section 2(a) hereof involves an underwritten
offering,  the  Company  shall have the right to select an investment banker and
manager  to administer the offering, which investment banker or manager shall be
reasonably  satisfactory  to  the  Investors;  provided,  the Investors may only
object  to  such  selection  by  the  Company  in  extreme  circumstances.


                                        4
<PAGE>
          3.     Company  Obligations.  The Company will use its best efforts to
                 --------------------
effect the registration of the Registrable Securities and Additional Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company
will,  as  expeditiously  as  possible:

               (a)     use its best efforts to cause such Registration Statement
to  become effective and to remain continuously effective for a period that will
terminate  upon  the  earlier of the date on which all Registrable Securities or
Additional  Registrable  Securities,  as  the  case  may  be,  covered  by  such
Registration  Statement,  as  amended  from  time to time, have been sold or are
eligible  for  sale  under Rule 144(k) promulgated under the Securities Act (the
"Registration  Period");

               (b)     prepare  and  file  with  the  SEC  such  amendments  and
post-effective  amendments  to  the Registration Statement and the Prospectus as
may  be  necessary  to  keep the Registration Statement effective for the period
specified  in Section 3(a) and to comply with the provisions of the 1933 Act and
the  1934 Act with respect to the distribution of all Registrable Securities and
Additional  Registrable Securities; provided that, at least three (3) days prior
to  the  filing  of a Registration Statement or Prospectus, or any amendments or
supplements  thereto,  the  Company  will furnish to the Investors copies of all
documents  proposed to be filed, which documents will be subject to the comments
of  the  Investors;

               (c)     permit  one counsel designated by the Investors to review
each  Registration Statement and all amendments and supplements thereto no fewer
than  five (5) days prior to their filing with the SEC and not file any document
to  which  such  counsel  reasonably  objects  in  a  timely  manner;

               (d)     furnish  to  the  Investors  and  their legal counsel (i)
promptly  after  the  same  is prepared and publicly distributed, filed with the
SEC,  or received by the Company, one copy of any Registration Statement and any
amendment thereto, each preliminary prospectus and Prospectus and each amendment
or supplement thereto, and each letter written by or on behalf of the Company to
the SEC or the staff of the SEC, and each item of correspondence from the SEC or
the  staff  of  the  SEC,  in  each case relating to such Registration Statement
(other  than any portion of any thereof which contains information for which the
Company  has sought confidential treatment), and (ii) such number of copies of a
Prospectus,  including  a  preliminary  prospectus,  and  all  amendments  and
supplements  thereto  and  such  other documents as each Investor may reasonably
request in order to facilitate the disposition of the Registrable Securities and
Additional  Registrable  Securities  owned  by  such  Investor;

               (e)     in  the  event the Company selects an underwriter for the
offering,  the  Company  shall enter into and perform its reasonable obligations
under an underwriting agreement, in usual and customary form, including, without
limitation,  customary  indemnification  and  contribution obligations, with the
underwriter  of  such  offering;

               (f)     if  required  by  the  underwriter, at the request of the
Investors, the Company shall furnish, on the date that Registrable Securities or
Additional  Registrable  Securities,  as  applicable,  are  delivered  to  an
underwriter,  if any, for sale in connection with the Registration Statement (i)
an  opinion,  dated  as  of such date, from counsel representing the Company for
purposes  of  such  Registration  Statement,  in form, scope and substance as is
customarily  given  in  an  underwritten  public  offering,  addressed  to  the
underwriter  and  the  Investors  and  (ii)  a letter, dated such date, from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering, addressed to the underwriter and the Investors;


                                        5
<PAGE>
               (g)     make  effort to prevent the issuance of any stop order or
other  suspension  of  effectiveness  and,  if  such order is issued, obtain the
withdrawal  of any such order at the earliest possible moment (except as allowed
under  Section  2(c)(ii)  hereof);

               (h)     furnish  to  each  Investor  a  copy  of the Registration
Statement  and  any  post-effective  amendment  thereto,  including  financial
statements  and  schedules  by  courier  pursuant  to the notice requirements of
Section  10.4  of  the  Purchase  Agreement;

               (i)     use its reasonable best efforts to register or qualify or
cooperate  with  the  Investors  and  their  counsel  in  connection  with  the
registration  or  qualification  of  such  Registrable  Securities or Additional
Registrable  Securities,  as applicable, for offer and sale under the securities
or  blue  sky  laws of such jurisdictions as the Investors reasonably request in
writing  and  do  any  and  all  other  reasonable  acts  or things necessary or
advisable  to  enable  the distribution in such jurisdictions of the Registrable
Securities  or  Additional  Registrable  Securities  covered by the Registration
Statement;

               (j)     cause  all  Registrable  Securities  or  Additional
Registrable  Securities covered by a Registration Statement to be listed on each
securities  exchange,  interdealer  quotation  system  or  other market on which
similar  securities  issued  by  the  Company  are  then  listed;

               (k)     immediately  notify  the  Investors,  at  any time when a
Prospectus  relating  to  the  Registrable  Securities or Additional Registrable
Securities  is required to be delivered under the Securities Act, upon discovery
that,  or  upon  the happening of any event as a result of which, the Prospectus
included  in  such Registration Statement, as then in effect, includes an untrue
statement  of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light  of  the  circumstances then existing, and subject to Section 2(c)(ii), at
the  request  of  any such holder, promptly prepare and furnish to such holder a
reasonable  number  of  copies  of  a  supplement  to  or  an  amendment of such
Prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of such Registrable Securities or Additional Registrable Securities,
as  applicable,  such  Prospectus  shall  not  include  an untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein not misleading in the light of the
circumstances  then  existing;  and

               (l)     otherwise  use  its  best  efforts  to  comply  with  all
applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
take  such  other  actions  as  may  be  reasonably  necessary to facilitate the
registration  of  the  Registrable  Securities  and  Additional  Registrable
Securities,  if  applicable,  hereunder;  and  make  available  to  its security
holders,  as soon as reasonably practicable, but not later than the Availability
Date  (as  defined  below),  an earnings statement covering a period of at least


                                        6
<PAGE>
twelve  months,  beginning  after  the  effective  date  of  each  Registration
Statement,  which  earnings  statement  shall  satisfy the provisions of Section
11(a)  of  the  1933 Act (for the purpose of this subsection 3(m), "Availability
Date"  means  the  45th  day following the end of the fourth fiscal quarter that
includes the effective date of such Registration Statement, except that, if such
fourth  fiscal  quarter  is  the  last  quarter  of  the  Company's fiscal year,
"Availability  Date"  means  the  90th  day  after the end of such fourth fiscal
quarter).

          4.     Obligations  of  the  Investors.
                 -------------------------------

               (a)     It  shall  be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to  the  Registrable  Securities  or  Additional  Registrable  Securities,  as
applicable,  that  each  Investor  shall  furnish in writing to the Company such
information  regarding  itself,  the  Registrable  Securities  or  Additional
Registrable  Securities,  as  applicable,  held by it and the intended method of
disposition  of the Registrable Securities or Additional Registrable Securities,
as  applicable,  held  by  it,  as  shall  be  reasonably required to effect the
registration  of  such  Registrable  Securities  or  Additional  Registrable
Securities,  as  applicable, and shall execute such documents in connection with
such  registration  as  the  Company  may reasonably request.  At least ten (10)
business  days  prior  to  the first anticipated filing date of any Registration
Statement, the Company shall notify each Investor of the information the Company
requires  from  such  Investor  if  such  Investor  elects  to  have  any of the
Registrable  Securities  or  Additional  Registrable  Securities included in the
Registration  Statement.  An  Investor  shall  provide  such  information to the
Company  at  least  five (5) business days prior to the first anticipated filing
date  of  such Registration Statement if such Investor elects to have any of the
Registrable  Securities  or  Additional  Registrable  Securities included in the
Registration  Statement.

               (b)     Each  Investor,  by  its  acceptance  of  the Registrable
Securities  and  Additional  Registrable Securities, if any, agrees to cooperate
with  the  Company as reasonably requested by the Company in connection with the
preparation  and  filing  of  a  Registration  Statement  hereunder, unless such
Investor  has  notified the Company in writing of its election to exclude all of
its  Registrable Securities or Additional Registrable Securities, as applicable,
from  the  Registration Statement, in which case the Investor shall be deemed to
have  waived its rights to have Registrable Securities or Additional Registrable
Securities,  as  the  case  may  be, registered under this Agreement, unless the
Investor  reasonably  believes  sales  of its securities under such Registration
Statement  may  violate  federal  securities  laws.

          (c)     In  the event the Company determines to engage the services of
an  underwriter,  each Investor agrees to enter into and perform its obligations
under an underwriting agreement, in usual and customary form, including, without
limitation,  customary  indemnification  and  contribution obligations, with the
managing  underwriter  of  such  offering  and  take  such  other actions as are
reasonably  required  in order to expedite or facilitate the dispositions of the
Registrable  Securities  or  Additional  Registrable  Securities, as applicable.


                                        7
<PAGE>
               (d)     Each  Investor  agrees  that,  upon receipt of any notice
from  the  Company  of  the  happening  of  any  event  rendering a Registration
Statement  no  longer  effective,  such  Investor  will  immediately discontinue
disposition  of  Registrable  Securities  or  Additional  Registrable Securities
pursuant  to  the Registration Statement covering such Registrable Securities or
Additional Registrable Securities, until the Investor's receipt of the copies of
the supplemented or amended prospectus filed with the SEC and declared effective
and,  if  so  directed by the Company, the Investor shall deliver to the Company
(at  the  expense  of  the  Company)  or  destroy  (and deliver to the Company a
certificate  of  destruction)  all  copies  in  the Investor's possession of the
prospectus  covering  the  Registrable  Securities  or  Additional  Registrable
Securities,  as  applicable,  current  at  the  time  of receipt of such notice.

               (e)     No  Investor  may  participate  in  any  underwritten
registration  hereunder  unless it (i) agrees to sell the Registrable Securities
or  Additional  Registrable  Securities, as applicable, on the basis provided in
any  underwriting  arrangements  in usual and customary form entered into by the
Company,  (ii)  completes  and  executes all questionnaires, powers of attorney,
indemnities,  underwriting  agreements  and  other documents reasonably required
under  the  terms of such underwriting arrangements, and (iii) agrees to pay its
pro rata share of all underwriting discounts and commissions and any expenses in
excess  of those payable by the Company pursuant to the terms of this Agreement.

          5.     Indemnification.
                 ---------------

               (a)     Indemnification  by  Company.  The  Company  agrees  to
                       ----------------------------
indemnify  and  hold  harmless,  to  the  fullest  extent  permitted  by law the
Investors,  each  of  their officers, directors, partners and employees and each
person  who  controls the Investors (within the meaning of the 1933 Act) against
all  losses, claims, damages, liabilities, costs (including, without limitation,
reasonable  attorney's  fees)  and expenses imposed on such person caused by (i)
any  untrue  or  alleged  untrue  statement  of a material fact contained in any
Registration  Statement,  Prospectus  or  any  preliminary  prospectus  or  any
amendment  or  supplement  thereto  or any omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made, not
misleading,  except  insofar as the same are based entirely upon any information
furnished  in  writing  to  the  Company  by  such  Investors, expressly for use
therein,  or  (ii)  any violation by the Company of any federal, state or common
law,  rule  or  regulation  applicable  to  the  Company  in connection with any
Registration  Statement,  Prospectus  or  any  preliminary  prospectus,  or  any
amendment  or supplement thereto, provided that such violation was not caused by
the  negligence  or  willful  misconduct  of the Investor and shall reimburse in
accordance  with  subparagraph  (c) below, each of the foregoing persons for any
legal  and  any  other  expenses  reasonably  incurred  in  connection  with
investigating  or  defending  any  such claims.  The foregoing is subject to the
condition  that,  insofar  as  the  foregoing  indemnities  relate to any untrue
statement,  alleged  untrue  statement, omission or alleged omission made in any
preliminary  prospectus  or  Prospectus  that  is  eliminated or remedied in any
Prospectus  or  amendment or supplement thereto, the above indemnity obligations
of the Company shall not inure to the benefit of any indemnified party if a copy
of  such  corrected  Prospectus or amendment or supplement thereto had been made
available  to  such  indemnified  party  and  was  not  sent  or  given  by such


                                        8
<PAGE>
indemnified  party  at  or  prior  to  the time such action was required of such
indemnified  party  by  the  1933  Act  and  if  delivery  of such Prospectus or
amendment  or  supplement  thereto  would  have eliminated (or been a sufficient
defense  to)  any  liability  of  such  indemnified  party  with respect to such
statement  or  omission.  Indemnity under this Section 5(a) shall remain in full
force  and  effect  regardless  of any investigation made by or on behalf of any
indemnified  party  and  shall survive the permitted transfer of the Registrable
Securities  and  Additional  Registrable  Securities.

               (b)     Indemnification  by  Holder.  In  connection  with  any
                       ---------------------------
registration pursuant to the terms of this Agreement, each Investor will furnish
to  the  Company  in writing such information as the Company reasonably requests
concerning  the  holders  of  Registrable  Securities and Additional Registrable
Securities or the proposed manner of distribution for use in connection with any
Registration  Statement  or Prospectus and agrees, severally but not jointly, to
indemnify  and  hold  harmless,  to  the  fullest  extent  permitted by law, the
Company,  its  directors,  officers, employees, stockholders and each person who
controls  the  Company  (within the meaning of the 1933 Act) against any losses,
claims,  damages, liabilities and expense (including reasonable attorney's fees)
resulting  from (i) any untrue statement of a material fact or any omission of a
material  fact required to be stated in the Registration Statement or Prospectus
or  preliminary  prospectus  or  amendment or supplement thereto or necessary to
make  the statements therein in light of the circumstances under which they were
made,  not  misleading,  to  the extent, but only to the extent that such untrue
statement  or  omission  is contained in any information furnished in writing by
such  Investor  to  the  Company specifically for inclusion in such Registration
Statement  or  Prospectus  or  amendment  or  supplement  thereto  and that such
information  was  substantially relied upon by the Company in preparation of the
Registration  Statement or Prospectus or any amendment or supplement thereto; or
(ii)  any violation by the Investor of any federal, state or common law, rule or
regulation  applicable  to  the  Investor  in  connection  with the Registration
Statement,  Prospectus  or  any  preliminary  prospectus  or  any  amendment  or
supplement  thereto,  provided  that  such  violation  was  not  caused  by  the
negligence  or  willful  misconduct  of  the  Company.  In  no  event  shall the
liability  of  an  Investor  be  greater in amount than the dollar amount of the
proceeds (net of all expense paid by such Investor and the amount of any damages
such  holder  has  otherwise  been  required  to  pay  by  reason of such untrue
statement  or  omission)  received  by  such  Investor  upon  the  sale  of  the
Registrable  Securities  or  Additional  Registrable  Securities included in the
Registration  Statement  giving  rise  to  such  indemnification  obligation.

               (c)     Conduct  of  Indemnification  Proceedings.  Any  person
                       -----------------------------------------
entitled  to  indemnification  hereunder  shall  (i)  give  prompt notice to the
indemnifying  party  of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim with
counsel  reasonably  satisfactory  to  the  indemnified party; provided that any
                                                               --------
person  entitled  to  indemnification  hereunder  shall have the right to employ
separate  counsel  and to participate in the defense of such claim, but the fees
and  expenses  of such counsel shall be at the expense of such person unless (a)
the  indemnifying  party  has  agreed  to  pay such fees or expenses, or (b) the


                                        9
<PAGE>
indemnifying  party  shall  have  failed to assume the defense of such claim and
employ  counsel  reasonably satisfactory to such person or (c) in the reasonable
judgment  of  any  such  person,  based  upon  written  advice of its counsel, a
conflict  of interest exists between such person and the indemnifying party with
respect  to  such claims (in which case, if the person notifies the indemnifying
party  in  writing  that  such  person  elects to employ separate counsel at the
expense  of  the  indemnifying  party, the indemnifying party shall not have the
right  to  assume  the  defense  of  such  claim  on behalf of such person); and
provided,  further,  that the failure of any indemnified party to give notice as
       -   -------
provided  herein  shall  not  relieve  the indemnifying party of its obligations
hereunder,  except  to  the  extent  that  such  failure  to  give  notice shall
materially  adversely  affect  the indemnifying party in the defense of any such
claim or litigation.  It is understood that the indemnifying party shall not, in
connection  with  any proceeding in the same jurisdiction, be liable for fees or
expenses  of  more  than one separate firm of attorneys at any time for all such
indemnified parties.  No indemnifying party will, except with the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
that  does  not  include  as  an  unconditional  term  thereof the giving by the
claimant  or plaintiff to such indemnified party of a release from all liability
in  respect  of  such  claim  or  litigation.

               (d)     Contribution.  If  for  any  reason  the  indemnification
                       ------------
provided  for  in  the  preceding  paragraphs  (a)  and (b) is unavailable to an
indemnified  party  or insufficient to hold it harmless, other than as expressly
specified  therein,  then  the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such loss, claim, damage
or  liability in such proportion as is appropriate to reflect the relative fault
of  the  indemnified  party  and  the  indemnifying  party, as well as any other
relevant  equitable  considerations.  No  person  guilty  of  fraudulent
misrepresentation  within  the meaning of Section 11(f) of the 1933 Act shall be
entitled  to  contribution  from  any  person  not  guilty  of  such  fraudulent
misrepresentation.  In no event shall the contribution obligation of a holder of
Registrable Securities or Additional Registrable Securities be greater in amount
than  the dollar amount of the proceeds (net of all expenses paid by such holder
and  the amount of any damages such holder has otherwise been required to pay by
reason  of  such  untrue  or  alleged  untrue  statement  or omission or alleged
omission)  received  by  it  upon  the  sale  of  the  Registrable Securities or
Additional  Registrable  Securities giving rise to such contribution obligation.

          6.     Miscellaneous.
                 -------------

               (a)     Amendments  and  Waivers.  This  Agreement may be amended
                       ------------------------
only by a writing signed by the parties hereto.  The Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only  if  the  Company  shall  have  obtained  the  written consent to such
amendment,  action  or  omission  to  act,  of  each  Investor.

               (b)     Notices.  All  notices  and other communications provided
                       -------
for  or  permitted  hereunder  shall be made as set forth in Section 10.4 of the
Purchase  Agreement.

               (c)     Assignments  and  Transfers by Investors.  This Agreement
                       ----------------------------------------
and  all  the  rights  and  obligations  of  the  Investors hereunder may not be
assigned  or transferred to any transferee or assignee except to an affiliate of
an  Investor  who is a subsequent holder of any Warrants, Registrable Securities
or  Additional  Registrable  Securities.


                                       10
<PAGE>
               (d)     Assignments and Transfers by the Company.  This Agreement
                       ----------------------------------------
may  not  be  assigned  by the Company without the prior written consent of each
Investor  then  holding  Registrable  Securities,  except that without the prior
written consent of the Investors, but after notice duly given, the Company shall
assign its rights and delegate its duties hereunder to any successor-in-interest
corporation, and such successor-in-interest shall assume such rights and duties,
in  the  event  of a merger or consolidation of the Company with or into another
corporation  or  the  sale  of all or substantially all of the Company's assets.

               (e)     Benefits  of  the Agreement.  The terms and conditions of
                       ---------------------------
this  Agreement shall inure to the benefit of and be binding upon the respective
permitted  successors  and  assigns  of the parties.  Nothing in this Agreement,
express  or implied, is intended to confer upon any party other than the parties
hereto  or  their  respective  successors  and  assigns  any  rights,  remedies,
obligations,  or  liabilities  under  or  by reason of this Agreement, except as
expressly  provided  in  this  Agreement.

               (f)     Counterparts.  This  Agreement  may be executed in two or
                       ------------
more  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

               (g)     Titles  and  Subtitles.  The titles and subtitles used in
                       ----------------------
this  Agreement  are  used  for convenience only and are not to be considered in
construing  or  interpreting  this  Agreement.

               (h)     Severability.  If  one  or  more  provisions  of  this
                       ------------
Agreement  are  held  to  be  unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted  as  if  such provision were so excluded and shall be enforceable in
accordance  with  its  terms  to  the  fullest  extent  permitted  by  law.

               (i)     Further  Assurances.  The  parties  shall  execute  and
                       -------------------
deliver  all  such  further  instruments  and  documents and take all such other
actions as may reasonably be required to carry out the transactions contemplated
hereby  and  to  evidence  the  fulfillment  of the agreements herein contained.

               (j)     Entire  Agreement.  This  Agreement  is  intended  by the
                       -----------------
parties  as  a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in  respect  of  the subject matter contained herein.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to such
subject  matter.

               (k)     Applicable Law.  This Agreement shall be governed by, and
                       --------------
construed  in  accordance with, the laws of the State of New York without regard
to  principles  of  conflicts  of  law.


                                       11
<PAGE>
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date  first  written  above.


The  Company:                              LIFECELL  CORPORATION



                                   By:_________________________
                                   Name:
                                   Title:


The  Investors:


                                   By:_________________________
                                   Name:
                                   Title:


                                   By:_________________________
                                   Name:
                                   Title:


                                       12
<PAGE>