LOAN AGREEMENT AND
                                   ASSIGNMENT


     THIS  AGREEMENT  made  as  of  this  31st  day of May, 2000, by and between
LIFECELL  CORPORATION,  a  Delaware  Corporation, having its principal executive
offices  at  One  Millennium  Way, Branchburg, New Jersey 08876 ("Borrower") and
PUBLIC  SERVICE  NEW  MILLENNIUM  ECONOMIC DEVELOPMENT FUND L.L.C., a New Jersey
limited  liability  company,  having  its principal executive offices at 80 Park
Plaza,  T-22,  Newark,  New  Jersey  07101,  ("Lender").

                                   WITNESSETH:

     WHEREAS,  subject  to  certain  conditions  Borrower  has  entered  into an
agreement  dated  as  of March 26, 1999, as amended from time to time (the "BEIP
Agreement")  with  the  NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "NJEDA"),
whereby  pursuant  to  the  Business  Employment  Incentive  Program,  N.J.S.A.
34:1B-120  et  seq., (the "Act"), the NJEDA in accordance with the provisions of
           -------
the  Act  shall  provide  to Borrower a Business Employment Incentive Grant (the
"Grant")  equal  to  80%  of  Withholdings for the Grant Payment Period as those
terms  are  defined  in  the  BEIP  Agreement;  and

     WHEREAS,  the offer of the Grant and the conditions for the disbursement of
the  proceeds  are  set  are  set  forth  in  the  BEIP  Agreement;  and

     WHEREAS, Borrower, a bio-engineering company engaged in the development and
commercialization of tissue regeneration and cell preservation products, intends
to  relocate  a  significant  portion  of  its facilities from Houston, Texas to
Branchburg,  New  Jersey  (the  "New  Jersey  Facility"),  which relocation will
provide for approximately one hundred fifty (150) employees upon its completion;
and

     WHEREAS,  Borrower  intends  to fund its relocation costs in part through a
loan. (the "Loan") from Lender in the amount of SIX HUNDRED FIFTY THREE THOUSAND
TWO  HUNDRED  TWO  13/100  Dollars  ($653,202.13);  and

     WHEREAS,  Borrower  in order to induce Lender to provide the Loan agrees to
presently,  absolutely and unconditionally assign to Lender of all of Borrower's
right,  title  and  interest  in  and to payments to Borrower under the Act (the
"NJBEIP  Payments"),  which funds are payable to Borrower in annual installments
of  $105,840  for  a  period  of ten years commencing on or about the end of the
second  calendar  quarter in the calendar year 2001(the "Payment Period"), which
assignment shall provide for direct payment of the NJBEIP Payments to. Lender by


<PAGE>
the  State  of  New Jersey until such time as the Loan shall have been repaid in
full,  with  Borrower remaining obligated, in the event of Borrower's failure to
qualify for the full amount of the NJBEIP Payments assigned to Lender or for any
shortfall in the amount of any installment of the NJEDA Payments for any reason,
for  such  amounts  as  shall  be required to fully amortize the Loan and to pay
Lender  the  amount  of  such  shortfall  as provided in the Note as hereinafter
defined;  and

     NOW,  THEREFORE,  and in consideration of the promises and mutual covenants
herein  contained  the  parties  hereto  agree  as  follows:

1.     The  Loan.
       ---------

     Subject to the terms and conditions of this Agreement, Lender shall loan to
Borrower  and Borrower shall borrow from Lender the Loan in the principal amount
SIX  HUNDRED FIFTY THREE THOUSAND TWO HUNDRED TWO .13/100 Dollars ($652,202.13).
The  Loan shall be for a term of ten years payable annually in arrears, shall be
fully  amortizing  over the term of the Loan, shall bear interest at a per annum
rate of Nine Percent (9.00%) and shall be secured, by an assignment to Lender of
all of Borrower's right, title and interest in and to the NJBEIP Payments, which
funds  are  payable  to  Borrower  in  ten  annual installments over the Payment
Period, which assignment shall provide for direct payment of the NJBEIP Payments
to Lender by the State of New Jersey until such time as the Loan shall have been
fully  repaid,  with  Borrower  remaining  obligated, in the event of Borrower's
failure to qualify for the full amount of the NJBEIP Payments assigned hereby to
Lender  or  for  any  shortfall  in  the  amount of any installment of the NJEDA
Payments for any reason, for such amounts as shall be required to fully amortize
the  Loan  and  to pay to Lender the amount of any such shortfall as provided in
the  Note  as hereinafter defined. To evidence Borrower's obligations under this
Section  1,  Borrower shall execute and deliver an installment note (the "Note")
in  the  principal  amount  of  SIX HUNDRED FIFTY THREE THOUSAND TWO HUNDRED TWO
13/10  0 Dollars ($653,202.13) and which shall bear interest at a per annum rate
Percent  (9.00%)on  the  outstanding  principal  balance  until  paid  in  full.


                                        2
<PAGE>
2.     Agreement  to  AssignandTransfer.
       --------------------------------

     Subject  to  the  terms  and  conditions of this Agreement, Borrower hereby
agrees  to  presently,  absolutely  and  unconditionally assign and transfer and
hereby  does assign and transfer' all of Borrower's right, title and interest in
and to the NJBEIP Payments to Lender until such time as the Loan shall have been
fully  repaid,  with  Borrower  remaining  obligated, in the event of Borrower's
failure to qualify for the full amount of the NJEEIP Payments assigned hereby to
Lender  or  for  any  shortfall  in  the  amount of any installment of the NJEDA
Payments for any reason, for such amounts as shall be required to fully amortize
the  Loan  and  to pay to Lender the amount of any such shortfall as provided in
the  Note,  and  Lender  hereby agrees to accept assignment of Borrower's right,
title  and  interest  as  aforesaid in consideration of the payment by Lender of
$105,840  to  Borrower.  Borrower agrees that, notwithstanding the fact that the
rights  to  receive  the  NJBEIP Payments are being assigned, (i) Borrower shall
retain  all  duties  and  obligations under the terms and conditions of the BEIP
Agreement  and  (ii) Borrower shall remain obligated, in the event of Borrower's
failure to qualify for the full amount of the NJBEIP Payments assigned to Lender
or  for  any  shortfall of any installment of the NJEDA Payments for any reason,
for  such  amounts as shall be required to fully amortize the Loan and to pay to
Lender  the  amount  of  any  such  shortfall  as provided in the Note. Borrower
further  agrees  that  it shall obtain the consent and agreement of the State of
New  Jersey  to  the  direct  payment  of  each annual installment of the NJBEIP
Payments  to Lender by the State of New Jersey until such time as the Loan shall
have  been  fully  repaid. To evidence such consent and agreement on the part of
the State of New Jersey, Borrower shall secure the execution and delivery by the
State  of New Jersey of an instrument of consent and agreement (the "Consent and
Agreement")  in  substantially  the  form  of  Exhibit  B.



     Borrower acknowledges and agrees that the assignment of the NJBEIP Payments
described  herein  constitutes an unconditional, absolute and present assignment
from  New  Jersey  Economic  Development  Authority  to  the  Lender  of  all of
Borrower's  right,  title  and  interest  in  and  to  such payments, and not an
assignment  in  the  nature  of  a pledge or a mere grant of a security interest
therein.


                                        3
<PAGE>
     3.     Security  Interest  Granting  Clause.
            ------------------------------------

     UCC  Collateral  Granting  Clause  [INTENTIONALLY  DELETED]

     Perfection.  At or before closing, Borrower shall execute and deliver UCC-l
     ----------
Financing  Statements  covering  all  assignments  contemplated in Section 2 and
security interests granted under this Section 3 in a form suitable for filing in
all  places  necessary or desirable to perfect such security interest and in all
other  places  as  Lender  shall  have  reasonably  requested.

     Reimbursement  of  Expenses.  At the option of the Lender as secured party,
     ---------------------------
and after notice to Borrower the Lender may discharge taxes, liens, interest, or
perform  or cause to be performed for and on behalf of -Borrower any actions and
conditions,  obligations,  or  covenants that Borrower have failed or refused to
perform,  and  may  pay  for  the  preservation  of the assignments and security
interest granted hereunder, and all sums so expended, including, but not limited
to,  attorneys'  fees,   court  costs,  insurance  premiums,  agent's  fees,  or
commissions,  or  any other costs or expenses, shall bear interest from the date
of payment at the rate of Eighteen Percent (18%) per annum computed on the basis
of  the  actual number of days elapsed over a 360-day year, and shall be payable
upon  demand  and  shall  be  supported by the assignment set forth in Section 2
hereof  and  secured  by  the  security  agreement  set forth in this Section 3.

     Performance.  Borrower  shall  perform  the  Obligations  supported  by the
     -----------
assignment  contemplated  in Section 2 and secured by the security provisions of
this  Section  3,  and  any renewal or extensions hereof, in accordance with the
terms  and  conditions  hereof  and shall repay immediately all sums expended by
Lender  as  assignee  and/or  secured  party  in  accordance  with the terms and
conditions of this Agreement. Upon the completion by Borrower of the Obligations
supported  or  secured  hereunder,  the assignment contemplated in Section 2 and
security  provisions  of  this  Section 3 shall be terminated and the Collateral
shall  be  released  from  the  lien  hereof.


                                        4
<PAGE>
4.     Conditions  Precedent  to  the.  Obligations  of  the  Lender.
       -------------------------------------------------------------
     The  obligation  of  Lender  to make the Loan to Borrower is subject to the
fulfillment,  to the satisfaction of or waiver by the Lender, on or prior to the
closing  date,  of  the  following  conditions  precedent:

     No  Continuing  Event of Default. No Events of Default hereunder shall have
     --------------------------------
occurred and be continuing uncured, unless all such defaults have been expressly
waived  by  the  Lender  in  writing,  in  its  sole  discretion.

     Opinion  of  Counsel.  The Lender shall have received an opinion of counsel
     --------------------
to  Borrower, dated as of the closing date, in substantially the form of Exhibit
D.

     Authorizations;   Execution   and   Delivery  of  Documents.  The following
     -----------------------------------------------------------
documents  shall  have  been  duly  authorized,  executed  and  delivered by the
Borrower  shall  be  in full force and effect on the closing date, and original,
executed  counterparts  (or  copies  in the case of clause (iv)) of each thereof
shall  have  been  delivered  to  Lender:

     (i)     this  Agreement;

     (ii)    the  Note;

     (iii)   the  BEIP  Agreement;

     (iv)    a secretary or  an assistant secretary's certificate and incumbency
             certificate.

     UCC-1  Financing  Statements.  UCC-1  Financing  Statements covering all of
     ----------------------------
the  assignment  contemplated in Section 2 and the security interests created by
or  pursuant to Section 3 of this Agreement in a form suitable for filing in all
places  necessary or desirable to perfect such security interest and in all such
other  places  as  Lender  shall have reasonably requested shall be executed and
delivered  to Lender at closing and there shall have been taken all other action
reasonably  requested  by  Lender to perfect such assignment security interests.

     Litigation.  No  action,  proceeding  or investigation, other than such due
     ----------
diligence  investigations  as  Borrower  may  have  undertaken,  shall have been
instituted  or threatened questioning the validity or legality of this Agreement
or  the  transactions  contemplated  hereby  or the ability of a party hereto to
consummate  such  transactions  and  no  action  or  proceeding  shall have been
instituted against Borrower which if decided adversely to Borrower or Borrower's
interests  would  materially  and adversely effect Borrower's ability to perform
the  Obligations.


                                        5
<PAGE>
     Representations     and     Warranties.  The representations and warranties
     --------------------------------------
of  Borrower  contained  in  this  Agreement  shall  be  true and correct in all
material  respects  on and as of the date hereof and on the closing date. In the
event  that  the  closing  date  shall be other than the date of this Agreement,
Borrower  shall  deliver  to  Lender  a  certificate of a responsible officer of
Borrower,  dated as of the closing date, in substantially the form of Exhibit G,
to  the  effect  that  all  of  the  representations  and warranties of Borrower
contained  in this Agreement are true and correct in all material respects as of
the  closing  date.

     Change  in  Law.  No  change  shall  have  occurred  in  applicable  law or
     ---------------
regulations  thereunder or interpretations thereof by the appropriate regulatory
authorities  which,  in  the  opinion  of  Lender  or its counsel, would make it
illegal  for  the  Lender  to  fully  perform  its  obligations  hereunder.

     5.     Representations,  Warranties  of  Borrower.
            ------------------------------------------
     Borrower  makes the following representations and warranties to the Lender.

     Organization   and   Status.  Borrower  is a corporation duly organized and
     ---------------------------
validly  existing  in  good standing under the laws of the State of Delaware and
its  otherwise  duly authorized to transact business in the State of New Jersey.
It  has all the requisite power and authority to own and operate its properties,
to  carry  on  its  business as presently conducted and to enter and perform its
obligations  under  this  Agreement  and  the  Note.

     No Consent Required. Neither the execution and delivery by Borrower of this
     -------------------
Agreement  or  he  Note  nor  the  performance  by  Borrower  of its obligations
hereunder  or  thereunder  requires  the  consent  or approval of, the giving of
notice  to,  or the registration with or the taking of any action in respect of-
any  Federal,  state or foreign governmental authority or agency, except for the
actions  contemplated  in  the  immediately  following  paragraph.

     Financing  Statements.  Except  for the filing of financing statements (and
     ---------------------
continuation  statements  at periodic intervals) with respect to the assignments
and  security  interests  created  by  this  Agreement under the UCC, no further


                                        6
<PAGE>
action,  including  any  filing  or  recording  of any document, is necessary or
advisable  in  order  to  establish  Lender's.  security  interest  contemplated
hereunder  as  against  Borrower  and  any  third  parties  in  any  applicable
jurisdiction  in  the  United  States.

     No  Conflicts,  etc. Neither the execution and delivery by Borrower of this
     -------------------
Agreement,  the  Note or the Consent and Agreement nor the consummation by it of
the  transactions  contemplated  hereby or thereby nor the compliance by it with
the  provisions  hereof  or  thereof  will  contravene any Federal or state law,
governmental  rule  or  regulation,  or  any  judgment or order applicable to or
binding  on  Borrower,  or  contravene,  result in any breach of or constitute a
default  under,  or  result  in  the  creation  of  any  lien  (other than liens
contemplated  hereby)  upon  any  of  its  property  under  its  certificate  of
incorporation  or  by-laws or any agreement or instrument to which it is a party
or  by  which  any  of  its  properties  may  be  bound.

     Due  Authorization.  The  execution,  delivery  and  performance  of  this
     ------------------
Agreement,  the  Note and the Consent and Agreement have been duly authorized by
all necessary corporate action of Borrower. Each of this Agreement, the Note and
the  Consent  and  Agreement at the time of delivery thereof constituted or will
constitute  the  legal,  valid  and  binding  obligation of Borrower enforceable
against  Borrower  in accordance with its terms, assuming the due authorization,
execution  and  delivery  thereof  by each of the other parties thereto and that
each  of  such  other  parties  has full power, authority and the legal right to
enter  into such agreement, and subject to the applicable bankruptcy, insolvency
and  similar  laws affecting the enforcement of creditors' rights generally, and
subject, as to enforceability, to the general principles of equity regardless of
whether  enforcement  is  sought  in  equity  or  at  law.

     No  Approvals  Required.  The execution and delivery by Borrower of each of
     -----------------------
this  Agreement,  the  Note and the Consent and Agreement and the performance by
Borrower of its obligations under such agreements do not require any approval or
consent  of  any  trustee  or  holder  of  any  indebtedness.

      No Material Litigation.  There  are  not  pending  or,  to  the  knowledge
      ----------------------
of Borrower, threatened investigations,  suits  or  proceedings  against  it  or
affecting  it  or  its properties  that reasonably may be  expected  to  have  a
material adverse effect on the Borrower's ability  to  perform  its  obligations
under this Agreement, the Note or  the  Consent  and  Agreement.


                                        7
<PAGE>
     Taxes  and Tax Returns. All tax returns and reports of Borrower required by
     --------------------
law  to be filed have been duly filed and all taxes, assessments, fees and other
governmental  charges  upon  Borrower  or upon any of its respective properties,
assets,  income  or  franchises  which  are  due  and  payable  pursuant  to any
assessment  received  by  Borrower  have  been  paid  other than those which are
presently  payable  without  penalty  or  interest.

     No  Material  Change.  There have been no material changes in the aggregate
     --------------------
assets  or aggregate liabilities or in the condition, financial or otherwise, of
Borrower  from  that set forth in the financial statements delivered by Borrower
to  the  NJEDA  in  connection  with its application (the "Application") for the
Grant,  or  delivered  by  Borrower to Lender in connection with its application
(the  "NMF  Application")  for  the  Loan.

     Correctness  of  Application,NMFApplication,  Statements,   Representations
     ---------------------------------------------------------------------------
and  Warranties;   Lender's  Reliance.  All  statements,  representations   and
-------------------------------------
warranties  made  by Borrower in its Application, and/or its NMF Application and
any  materials  submitted  in  support  of Borrower's Application and/or its NMF
Application  are  true.  It  is understood by Borrower that all such statements,
representations  and  warranties  shall  be  deemed  to have been relied upon by
Lender  as  an  inducement  to  enter  into  this Agreement and that if any such
statements, representations or warranties were materially false at the time they
were  made  Lender  may,  in  its  sole  discretion,  consider  any  such
misrepresentation  an  Event  of  Default  as  hereinafter  defined.

     Chief  Executive  Office. The chief executive office of Borrower is located
     ------------------------
at  One  Millennium  Way, Branchburg, New Jersey 08876. None of Borrower's books
and  records  are maintained in any other location. Borrower shall notify Lender
in  writing  of any change in the location of Borrower's chief executive office.

     Borrower's  Non-reliance  on  Lender.  Borrower  represents  that it has at
     ------------------------------------
all  times  relevant  to  this Agreement been represented by advisors of its own
selection,  including,  but  not  limited to, attorneys at law, and/or certified
public  accountants;  that it has not relied upon any statement, representation,
warranty, agreement or information provided by Lender; that it acknowledges that


                                        8
<PAGE>
it is informed by its advisors of its respective rights, duties, and obligations
with  respect  to the transactions which are the subject of this Agreement under
all  applicable  laws,  and  that it has no set-off s, defenses or counterclaims
against  Lender  with  respect  to  the transaction which is the subject of this
Agreement.

     Borrower's  Obligation  to  Notify  Lender.  If  during  the  term  of this
     ------------------------------------------
Agreement  Borrower  becomes  aware  of  any  facts,  occurrences,  information,
statements,  or  events  that  render  any  of  the foregoing representations or
warranties  herein untrue or materially misleading or incomplete, Borrower shall
immediately  notify  Lender.

6.     Covenants  of  Borrower.
       ------------------------

     Certificate  of Occupancy. Promptly upon issuance of a final certificate of
     -------------------------
occupancy  for  the  New Jersey Facility Borrower will deliver a copy thereof to
Lender.

     Corporate  Existence.  Borrower  shall  at all times maintain its corporate
     --------------------
existence  and  Borrower  will  do  or  cause to be done all things necessary to
preserve  and  keep  in full force and effect its rights (charter and statutory)
and  franchises;  provided,  however  that  Borrower  shall  not  be required to
preserve  any  right or franchise if its board of directors shall determine that
the  preservation  thereof is no longer desirable in the ordinary conduct of the
business  of  Borrower  and  that  the loss thereof does not adversely affect or
diminish  the  rights  of  the  Lender.

     Compliance  with  BEIP  Agreement.  Borrower  shall  perform  each  of  its
     ---------------------------------
obligations,  covenants  and  agreements under the BEIP Agreement, including but
riot  limited  to,  Borrower's reporting obligations under Paragraph 3 Reporting
                                                                       ---------
Requirements  of  the  BEIP  Agreement.
------------

     Audits  and  Inspections.  At  any  time  during normal business hours upon
     ------------------------
written  notice, and so long as no Event of Default as hereinafter defined shall
have  occurred  and  be  continuing  no more than once during any calendar year,
Lender  or  its  auditors  may  audit  the  "Books  and Records" of the Borrower
                                             ------------------
relating  to  the  New  Jersey Facility, the Project, the Obligations, the NJEDA
Payments  and/or  Borrower's  reporting  obligations pursuant to the immediately
following  paragraph  (Financial  and  Other  Information),  and  in  order  to
                       -----------------------------------
determine  and/or  confirm  Borrower's  performance of any covenant, warranty or
agreement  contained  in  this  Agreement or in the Note. All audits and related


                                        9
<PAGE>
activities conducted by Lender or its auditors? shall be at Borrower's sole cost
and  expense, and Borrower shall reimburse Lender for all such costs. "Books and
                                                                       ---------
Records"  shall  mean, without limitation, and however identified or denominated
-------
by  Borrower,  and to the extent in Borrower's possession or control, income and
operating  statements,  balance  sheets,  bank  statements,  deposit slips, cash
journals  and.  registers,  receivable ledgers, receivable aging and delinquency
reports,  management  letters  and  notices,  billing invoices, accounts payable
ledgers  or  registers,  canceled  checks,  voucher  registers, expense ledgers,
service  contracts,  expense  invoices,  utility  bills, tax bills and receipts,
insurance  premium  statements or bills, insurance binders and policies, payroll
records  and  registers,  management  agreements, correspondence with or Notices
from  the  NJEDA  or  any  other party, applications for any NJEDA programs, and
agreements  and/or  instruments  entered  into  by  and between Borrower and the
NJEDA, any and all reports, documents, schedules, compilations, returns, filings
and/or  other  materials  required  to  be delivered by Borrower pursuant to the
immediately  following  paragraph  (Financial  and  Other  Information)  and all
                                   -----------------------------------
 detail, backup  and/or  supporting  documentation  therefor.

     Financial  and Other Information. (a) Financial Information. Borrower shall
     --------------------------------      ---------------------
deliver  to  Lender  the following financial and other information, all of which
shall  be  prepared  (1)  so  as  to accurately and fairly reflect in reasonable
detail  the  transactions  of  Borrower  and  (2)  in  accordance with generally
accepted accounting principals ("GAAP") consistently applied (except for changes
which  have  been fully disclosed in writing to Lender by Borrower's independent
public  accountants)  (i)  Annually. Within 90 days after the end of each fiscal
                           --------
year:  (1)  Borrower's  Financial  Statements  as of the end of each such fiscal
year,  certified by Borrower's independent public accountant's and setting forth
comparisons for the preceding fiscal year; (2) a certificate of Borrower's chief
financial  officer  ("CFO"),  stating  that  to the best of the CFO'S knowledge,
information  and  belief  after  a  review  by  the CFO or those under the CFO's
supervision  of  this  Agreement no condition or Event of Default as hereinafter
defined  exists,  or, if existing, specifying the nature thereof and any action,
taken  or  proposed, to remedy such condition or Event of Default as hereinafter


                                       10
<PAGE>
defined; (3) TaxReturns,  promptly  upon filing, a copy of all completed Federal
             ----------
and  State  tax  returns  of  whatever  kind  or  nature;  and  (4) Accountant's
Reliance   Letter.  Contemporaneously  with  the  audited  financial  statements
required.   Pursuant   to   clause   (i)   above   a  privity  letter  from  the
Borrower's   independent   public   accountants   indicating  said  accountant's
acknowledgment of the Lender's ability to rely  on said audited statements; (ii)
Within 60 days of the end of each of the  first three fiscal  quarters  of  each
fiscal year, an unaudited balance sheet and  the related income  and  cash  flow
statements   of   Borrower   as   of   at   the  end  of such  quarterly period,
setting   forth   year    to   date   totals,   and   in   each   case   setting
forth  comparisons   for  the  corresponding periods  of  the  preceding  fiscal
year,  prepared  in  reasonable  detail  and  certified  by  Borrower's  CFO  as
presenting  fairly,  in  accordance with GAAP, the information contained therein
(subject  to  normal year-end adjustments) (b) Other Information. (i) Management
                                               -----------------      ----------
Letters.  Promptly  upon  receipt by Borrower, a copy of each material report or
------
letter delivered to Borrower by its independent public accountants in connection
with  any  annual,  interim  or  special  audit of Borrower; and (ii) NJEDA BEIP
                                                                      ----------
Agreement Reports & Information. No later than March 1 of the year following the
-------------------------------
calendar  year  in  which the Minimum Eligibility Threshold (the "MET"), as such
term  is  defined in the BEIP Agreement, is reached and no later than March 1 of
each succeeding year, through and including the calendar year following the year
in which the Final Grant period, as defined in the BEIP Agreement, occurs a copy
of  all  reports,  documents,  schedules, compilations, returns, filings, and/or
other  materials  delivered  to  the  NJEDA  pursuant  to  Borrower's  reporting
requirements  under  Paragraph 3 (Reporting Requirements) of the BEIP Agreement.
                                  ----------------------

     Notices.  Upon  the CFO or any other Responsible Officer of Borrower having
     -------
actual  knowledge  thereof, Borrower shall promptly give notice to Lender of the
following:  (i) Material Adverse Change in Business. Any material adverse change
                -----------------------------------
in the business, operations, results of operations, or condition of Borrower, or
the  occurrence of any material default, Event of Default as hereinafter defined
or  breach  under  this  Agreement  or  under  any  other  material  contractual
obligation  of  Borrower  irrespective  of  fault;  (ii) Governmental  Authority
                                                         -----------------------
Investigation  or  Other  Litigation.  Any  litigation,  investigation,  inquiry
     -------------------------------
action  or  proceeding  which  may  exist  at  any time between Borrower and any
governmental  authority  or  any  third  party  which has or is likely to have a


                                       11
<PAGE>
material  adverse  effect  on  the  business,  operations, prospects, results of
operations  or  otherwise  of  Borrower  or  its  ability  to perform under this
Agreement, the Note, the BEIP Agreement, and/or the Consent and Agreement; (iii)
Casualty.  or  Notice  of  Taking.  Any  casualty or notice of taking by eminent
---------------------------------
domain  or condemnation which has or is likely to have a material adverse effect
-----
on  the  business,  operations, prospects, results of operations or otherwise of
Borrower  or  its  ability  to  perform under this Agreement, the Note, the BEIP
Agreement,  and/or  the Consent and Agreement; or (iv) NJEDANotices. Any Notices
                                                       ------------
delivered  to Borrower by the NJEDA pursuant to the BEIP Agreement or otherwise.

     Adherence  to  State  and  Federal  Laws  and  Regulations. Borrower agrees
     ----------------------------------------------------------
to  comply  with  all  applicable  Federal, state and local laws relevant to the
Jersey  City  Facility,  the  operation  thereof,  and the conduct of Borrower's
business.  Borrower accepts full responsibility for payments of all unemployment
compensation,  insurance  premiums,  worker's  compensation premiums, income tax
withholding,  social  security  deductions,  and- any and all other taxes and/or
payroll  deductions  required  for  all employees engaged by the Borrower in the
operation  of  Borrower'  s  business.

     Further  Assurances;  Recordations  and Filings. The Borrower shall, at its
     -----------------------------------------------
sole  cost  and  expense,  cause  to  be  promptly  and  duly  taken,  executed,
acknowledged  and  delivered  all such further acts, documents and assurances as
the  Lender  from time to time may reasonably request in order to carry out more
effectively  the  intent  and  purposes  of  this  Agreement, the Note, the BEIP
Agreement  and/or  the  Consent  and Agreement and the transactions contemplated
hereby  or  thereby.  The  Borrower  shall  cause  the financing statements (and
continuation  statements  with  respect  thereto),  and  any  other documents or
instruments  necessary  or desirable in that connection, to be recorded or filed
at  such  places  and  times, and in such manner, and shall take, or cause to be
taken, all such other action as need be necessary or reasonably requested by the
Lender in order to (i) establish, preserve, protect and perfect the interests of
the  Lender  in the Collateral and the Lender's lien in the Collateral, and (ii)
establish, preserve, protect and perfect the rights, interests (and the priority
thereof)  and remedies created or intended to be created in favor of the Lender.


                                       12
<PAGE>
     Insurance. Borrower,  agrees  to  insure its  interests  in  the New Jersey
     ---------
Facility with  insurance  companies  licensed to do business in  New  Jersey  in
such manner and  against  such  loss,  damage and liability to third parties  as
is customary with  companies  in  the  same  or similar business. Borrower shall
at all times carry  general liability insurance with companies  licensed  to  do
business in New Jersey  in  amounts  approved  by  the  Lender.

     At  all times during the term of this Agreement, Borrower shall comply with
the Laws of New Jersey relating to Workman's Compensation Laws and shall provide
the  Lender  with evidence of Workers' Compensation insurance in accordance with
statutory  requirements.

     Debt  Service  Coverage  Ratio.  Commencing  with the end of the Borrower's
     ------------------------------
first  fiscal  quarter  in  fiscal  year 2001 and at all times thereafter during
which  any  of  the  Obligations remain due and owing, Borrower shall maintain a
Debt  Service  Coverage  Ratio  of  not less than 1.25 to 1.00, said ratio to be
measured  no  less frequently than quarterly based on the results showing on the
financial  statements  to Borrower furnished to the Lender pursuant to the terms
hereof; provided, however that, said ratio shall be annualized for the quarterly
testing  in  the  first, second and third fiscal quarters of fiscal year 2001 by
multiplying  the  numerator  of  such  ratio by: (i) 4, in the case of the first
fiscal  quarter  of  2001;  (ii)  2, in the case of the second fiscal quarter of
2001;  and  (iii) 1.33 in the case of the third quarter of 2001. Thereafter, the
ratio  will  be  tested  on a rolling 4 quarter basis. As used in this covenant,
"Debt  Service Coverage Ratio" shall mean the ratio of the Borrower's net income
before  interest, taxes, depreciation and amortization divided by the sum of the
                                                       -------
Borrower's  current maturities of long term debt (including, without limitation,
such  obligation arising under capital leases) plus interest expense plus rental
                                               ----                  ----
expenses,  in  each  case  determined  in  accordance  with  generally  accepted
accounting  principles,  applied  on  a  consistent  basis.

     Cash  on  Hand  Covenant.  At all times during which any of the Obligations
     ------------------------
remain  due  and  owing, Borrower shall maintain in its possession (or otherwise
under  its control) unencumbered cash or cash equivalents in an aggregate amount
of  not  less  than  the  then  outstanding  Obligations.


                                       13
<PAGE>
7.     Default.
       -------

     The  occurrence  of  any  one  or more of the following shall constitute an
event  of  default  (each,  an  "Event  of  Default")  hereunder.

     Failure  to  Pay.  If Borrower shall fail to pay any amount of principal or
     ----------------
interest  within  ten  (10)  days  after  the  same  shall  be  due.

     Borrower's  Failure  to  Perform  Covenants  or  Obligations.  If  Borrower
     ------------------------------------------------------------
has  breached  or  failed  to  perform  any  covenant,  agreement (other than an
obligation  to  pay  any  amount of principal or interest when due and owing) or
other  obligation  contained  in  this  Agreement or the Note or if Borrower has
failed  to  perform  satisfactorily any of the terms and conditions contained in
this Agreement or the. Note and the same shall not have been cured within thirty
(30)  days  after the earlier to occur of (A) written notice to Borrower of said
default  from  Lender or (B) the date on which Borrower obtains actual knowledge
of  said  default.

     Borrower's    Misrepresentations. If any representation or warranty made by
     --------------------------------
Borrower  in  this  Agreement,  in  the  Note,  in  the  BEIP  Agreement, in the
Application,  the Borrower's application to Lender (the "NMF Application") or in
any  report,  certificate,  financial statement or other instrument furnished to
the  Lender  or  to the NJEDA pursuant to this Agreement, to the Note, and/or to
the  BEIP  Agreement  is  false  or  misleading  in  any  material  respect.

     Borrower's Insolvency. If any of - the following has occurred: (a) Borrower
     ---------------------
has  applied  for,  or  consented to, the appointment of a receiver, trustee, or
liquidator  of  all or a substantial part of Borrower's assets; (b) Borrower has
admitted  in writing the inability to pay its debts as they mature; (c) Borrower
has  made  a  general  assignment for the benefit of creditors; (d) Borrower has
been  adjudged  a  bankrupt,  or  filed  a  petition  or an answer admitting the
material  allegations  of a petition in bankruptcy or insolvency proceeding; (f)
an order, judgment or decree has been entered, without the application, approval
or  consent  of  Borrower,  by  any  court of competent jurisdiction approving a
petition  seeking reorganization of Borrower, or appointing a receiver, trustee,
or  liquidator  of  Borrower  or a substantial part of its assets and such order
shall  continue  unstayed and in effect for a period of forty-five (45) days; or
(g)  Borrower  has  filed  a  voluntary  petition in bankruptcy or has failed to
remove  an  involuntary  petition  within  forty-five  (45)  days  of the filing
thereof.


                                       14
<PAGE>
     Borrower's  Dissolution,  Merger  or Termination. If Borrower shall without
     ------------------------------------------------
the written consent of Lender, which consent shall not be unreasonably withheld,
merge,  or if Borrower shall dissolve, liquidate, terminate or cease operations.

     Cross-Default;  Borrower  Default Under the Note the  BEIP  Agreement,  the
     ---------------------------------------------------------------------------
Consent  and  Agreement  and/orAgreements  for  Borrowed  Money. If a Borrower a
---------------------------------------------------------------
default  (howsoever   characterized)  shall  exist  under  the  Note,  the  BEIP
Agreement,  the  Consent  and  Agreement and/or any other note, bond, indenture,
debenture  or any other instrument evidencing Borrower's obligation for borrowed
money  ("Other  Indebtedness"),  and  the  same  shall have continued uncured in
excess  of  the  applicable cure period, if any, after the Lender, the NJEDA, or
the  holders  of  any  of the Other Indebtedness, as the case may be, shall have
given Borrower written notice, if the giving of such notice is required, of such
default  in  accordance  with  the  provisions  of  the  applicable agreement or
instrument,  Borrower  acknowledges and agrees that the same shall constitute an
Event  of Default hereunder without further notice or opportunity on the part of
Borrower  to  cure. In the event Borrower defaults on its obligations under this
Agreement,  Borrower  acknowledges and agrees that Lender may declare the unpaid
principal  balance  of  the Loan together with all interest accrued thereon, and
any  and all other sums due Lender from Borrower from any source whatsoever, and
the  same  shall  become,  immediately  due  and  payable.

     Failure  to  Participate in BEIP. Without limiting the generality of any of
     --------------------------------
the  clauses set forth above, the failure for any reason of Borrower to continue
to  qualify  with NJBEIP Payments or the suspension, discontinuance, termination
or  substantial  reduction  by  the  State of New Jersey or the Authority of the
Business Employment Incentive Grant Program pursuant to NJSA   34: lB-120 or any
of the regulations promulgated hereunder, or the failure of the New Jersey State
legislature  or  the Governor of the State of New Jersey to appropriate (or make
such  appropriation  available)  to  fund  said  program.

     8.     Remedies.
            --------

     Upon  the  existence  of  an Borrower Event of Default which shall continue
unsecured  for  a  period  of  thirty  (30)  days  after Lender shall have given
Borrower written notice of the same pursuant to the provisions of this Agreement


                                       15
<PAGE>
(unless  the  giving of such notice shall be otherwise excused by the provisions
of  this  Agreement),  except  for  the failure of Borrower to pay any amount of
principal  or  interest when due, which failure shall afford Borrower a ten (10)
day  cure  period:

     Lender shall have all of its rights and remedies at law, in equity, or as a
secured  party  under  the  Uniform  Commercial Code, and shall have the further
additional  rights and remedies which may be exercised either cumulatively or in
the  alternative;  and

     Lender  may  terminate this Agreement, and declare the principal balance of
the  Note  and/or all interest thereon accrued and/or late penalties immediately
due and payable, without notice or demand, and the same shall become immediately
due  and  payable  without  notice  or  demand;  and.

     Lender  may,  in  its  sole  discretion  in  its name or in the name of the
Borrower,  or  otherwise,  demand,  sue  for,  collect  or  receive any money or
property  at any time payable or receivable on account of or in exchange for, or
make  any  compromise  or  settlement  deemed  desirable  with  respect  to, any
collateral,  but shall be under no obligation to so do, or the Lender may extend
the time of payment, arrange for payment in installment, or otherwise modify the
term of, or release any collateral, without thereby incurring responsibility to,
or discharging or otherwise affecting any liability of, the Borrower. The Lender
will  not be required to take any steps to preserve any rights against any prior
parties collateral. If the Borrower fails to make any payment or take any action
required under this Agreement, the Note and/or the BEIP Agreement the Lender may
make  such payments and take such all such actions as the Lender deems necessary
to  protect  Lender's  security  interests  in  any  collateral and/or the value
thereof,  and  the  Lender  is  hereby  authorized (without limiting the general
nature  of  the  authority  hereinabove  conferred) to pay, purchase, contest or
compromise  any  encumbrances,  charges  or  liens  which in the judgment of the
Lender  appear to be equal to, prior to or superior to the security interests of
the  Lender  any  collateral;  and

     Lender  may  take  any  other  action  legally  available  to  it.


                                       16
<PAGE>
     Application  of  Proceeds.  Upon the occurrence of an Event of Default, the
     -------------------------
balance  of all revenue from the assignment contemplated in Section 2 hereof and
all  proceeds  from any sale of said assignment pursuant to this Section 8 shall
be  applied (in such order as the Lender shall in its sole discretion determine)
as  follows: (i) to the payment of all costs and expenses incurred by the Lender
in  connection  with any sale of said assignment, including, but not limited to,
all  court  costs and the reasonable fees and expenses of counsel for the Lender
in connection therewith, and to the repayment of all advances made by the Lender
hereunder for the account of the Borrower and the payment of all other costs and
expenses  paid  or incurred by the Lender in connection with this Agreement, the
Note  or  otherwise  in connection with the Obligations, to the extent that such
advances,  costs and expenses shall not have been paid previously to the Lender;
(ii)  to the payment of interest on the Obligations; and (iii) to the payment or
repayment  of  the  Obligations.  Any  amounts remaining after such applications
shall be remitted to an account maintained by the Borrower with the Lender or as
directed  by  the Borrower or as a court of competent jurisdiction may otherwise
direct.

     Powers  of  Attorney.  Upon  the  occurrence of an Event of Default (i) the
     --------------------
Borrower  does hereby irrevocably make, constitute and appoint the Lender or any
of  its  officers  or  designees  its true and lawful attorney-in-fact with full
power  in the name of the Lender or the Borrower to receive, open and dispose of
all  mail  addressed  to the borrower, and to endorse any notes, checks, drafts,
money  orders or other evidences of payment that may come into the possession of
the  Lender  with  full  power  and  right  to  cause  the Borrower's mail to be
transferred to the Lender's own offices or otherwise, and to do any and all acts
necessary  or  proper  to carry out the intent of this Agreement and/or the Note
and  the  Borrower  hereby  ratifies  and  confirms  all  that the Lender or its
substitutes  shall  properly  do by virtue hereof; (ii) the Borrower does hereby
further  irrevocably  appoint the Lender or any of its officers or designees its
true  and  lawful attorney-in-fact in the name of the Lender or the Borrower (1)
to  enforce  all  of  the Borrower's rights under and pursuant to all agreements
with  respect to the assignment contemplated in Section 2 or any collateral, all
for  the  sole  benefit  of  the  Lender,  (2)  to  enter  into and perform such
agreements  as  may  be necessary in order to carry out the terms, covenants and
conditions  of  this Agreement and/or the Note which are required to be observed
or  performed  by the Borrower, (3) to execute such other and further mortgages,
pledges  and  assignments of any collateral as the Lender may reasonably require


                                       17
<PAGE>
for  the  purpose of protecting, maintaining or enforcing the security interests
granted  to  the  Lender  pursuant  to this Agreement, and (4) to do any and all
other  things  necessary  or proper to carry out the intention of this Agreement
and/or  the  Note,  and  the  Borrower hereby ratifies and confirms all that the
Lender  or  its substitutes as such attorney-in-fact shall properly do by virtue
hereof.

     Lender's  Remedies  Cumulative.  To  the  maximum  extent permitted by, and
     ------------------------------
subject  to  the  mandatory  requirements  of,  applicable  law,  and  except as
expressly  set  forth  herein,  no remedy under this Section 8 is intended to be
exclusive,  but  each  shall  be  cumulative and in addition to any other remedy
provided herein or otherwise available to Lender at law, in equity or otherwise,
whether  for specific performance of any agreement or provision contained herein
or  in  the Note or in aid of the exercise of any right, power or remedy granted
herein  or  therein.  No  express  or implied waiver by Lender of any default or
Event  of Default hereunder shall in any way be, or be construed to be, a waiver
of any future or subsequent default or Event of Default. The failure or delay of
Lender  in  exercising  any right, power or remedy granted it hereunder upon the
occurrence  of  any of the contingencies set forth herein shall not constitute a
waiver  of any such right, power or remedy upon the continuation or reoccurrence
of  any  such  contingency  or  similar  contingencies and any single or partial
exercise  of  any  particular right, power or remedy by Lender shall not exhaust
the  same  or  constitute a waiver of any other, right, power or remedy provided
herein.  To  the  maximum  extent  permitted  by applicable law, Borrower hereby
waives  any  rights  now or hereafter conferred by statute or otherwise that may
limit  or  modify  any  of  Lender's rights, powers or remedies provided in this
Section  8.

     LIMITATIONON  LENDER'  SLIABILITY.  IN NO EVENT, WHETHER BASED ON CONTRACT,
     ---------------------  ----------
INDEMNITY, Warranty, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
LL  LENDER,  BE  LIABLE  FOR  ANY  SPECIAL,  INCIDENTAL,  EXEMPLARY, PUNITIVE OR
COINCIDENTAL  DAMAGES  FOR  BREACH  OF  THIS  AGREEMENT.


                                       18
<PAGE>
     9.     Expenses  upon  Default.
            -----------------------

     In  the event that Borrower shall commit an Event of Default as hereinafter
defined  under  this  Agreement,  the  Note  and/or  the BEIP Agreement then, in
addition  to  any  amounts  -due  and payable' thereunder, Borrower shall pay to
Lender,  upon  demand,  all  of  the  reasonable  costs and expenses (including,
without exclusion, reasonable attorneys' fees) incurred by Lender as a result of
Borrower'  s  default.


     10.     WARRANTIES.
             -----------

     No  Representations  or  Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
     -----------------------------------
IN  THIS  AGREEMENT, Lender MAKES NO REPRESENTATIONS OR WARRANTIES, NOR SHALL IT
BE  DEEMED  TO HAVE MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS
TO  VALUE, CONDITION, WORKMANSHIP, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS
FOR  USE FOR A PARTICULAR PURPOSE OF THE NEW JERSEY FACILITY OR ANY PART THEREOF
OR  AS  TO THE ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE,
AS  TO THE INFRINGEMENT OR ANY PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE
OF OBLIGATION BASE]) ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR
WARRANTY,  WHATSOEVER,  EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PURCHASED
ASSETS  OR  ANY  PART  THEREOF.

     11.     Forbearance  Not  a  Waiver.
             ---------------------------

     No  act  of  forbearance  or failure to insist on the prompt performance by
Borrower  of  its  obligations pursuant to this Agreement and/or the Note either
express  or  implied, shall be construed as a waiver by the Lender of any of its
rights  hereunder  or  thereunder.  In  the  event  that  any  provision of this
Agreement  shall be breached by Borrower and such breach is thereafter waived by
the  Lender, such waiver shall be limited to the particular breach waived by the
Lender  and  shall  not  be  deemed  to  waive  any  other  breach.

     12.     Assignment.
             ----------

     Borrower  may  not  assign its interests in this Agreement to another party
without  the prior written consent of the Lender which consent may be granted or
withheld  in  Lender's sole discretion. This Agreement shall be binding upon and
inure  to  the  benefit  of  the permitted successors and assigns of the parties
hereto.


                                       19
<PAGE>
     13.     Indemnification.
             ---------------

     Borrower  covenants  and  agrees to indemnify and hold harmless Lender, its
agents, officers, Committee of Managers, employees, servants and representatives
from  all  losses, claims, damages, liabilities, and costs whatsoever (including
all costs, expenses and reasonable fees of counsel incurred in investigating and
defending  such  losses  and claims, etc.), brought by any person or entity, and
caused  by, related to, arising or purportedly arising out of (i) the condition,
use,  possession,  conduct,  management,  construction, and financing of the New
Jersey  Facility,  the  Collateral or the operation of Borrower's business; (ii)
the  performance  by Borrower of its obligations under this Agreement, the Note,
the  BEIP  Agreement  and/or  the Consent and Agreement; (iii) any loss, damage,
injury  to, or death of, any person occurring at or about or resulting from, the
operation  of the New Jersey Facility, any collateral or the Borrower's business
or  any  defect' in the facility housing the New Jersey Facility, any collateral
or  the  Borrower's  business; and, (iv) any damage or injury to property of the
Borrower  or  to  the  agents, servants, or employees of the Borrower, or to any
other  person who may be about the New Jersey Facility, or any collateral caused
by  the  negligence  of  any  person.  THE  PROVISIONS OF THIS SECTION 13. SHALL
SURVIVE  THE  TERMINATION  OF  THIS  AGREEMENT.

     14.     Termination  of  Agreement.
             --------------------------

     Upon  the  repayment in full of the Loan and the completion by the Borrower
of  the  Obligations  this  Agreement  shall  terminate.

     15.     Miscellaneous  Provisions.
             --------------------------

     Disclosure  of  Financial  Information. The Lender is hereby authorized to.
     --------------------------------------
disclose any financial or other information about the Borrower to any regulatory
body or agency having jurisdiction over the Lender and to any present, future or
prospective  participant or successor in interest in any loan or other financial
accommodation  made  by  the Lender to the Borrower. The information provided my
include,  without  limitation, amounts, terms, balances, payment history, return
item  history  and  any  financial  or  other  information  about  the Borrower.

     No  Implied  Waiver.  The  Lender  shall  not be deemed to have modified or
     -------------------
waived  any  of  its  rights  or  remedies hereunder unless such modification or
waiver  is  in  writing  and  signed  by  the Lender and then only to the extent
specifically  set forth therein. A waiver in one event shall not be construed as
continuing  or  as  a  waiver  of or bar to such right or remedy in a subsequent
event.  After  any  acceleration of, or the entry of any judgment on, this Note,
the  acceptance by the Lender of any payments by or on behalf of the Borrower on


                                       20
<PAGE>
account  of  the  indebtedness  evidenced by this Agreement shall not cure or be
deemed  to  cure any default or reinstate or be deemed to reinstate the terms of
this  Agreement  absent an express written agreement duly executed by the Lender
and  the  Borrower.

     Other  Agreements.  At  the  request  of  Lender,  Borrower
     -----------------
shall execute such other agreements, documents or instruments in connection with
this  Note  as  Holder  reasonably  requests,  all  of which must be in form and
substance  satisfactory  to  Lender.

     Notices.  Notice  from  one party to another relating to this Note shall be
     -------
deemed effective if made in writing (including telecommunications) and delivered
to  the  recipient's  address or telecopier number set forth below by any of the
following  means:  (i) hand delivery, (ii) registered or certified mail, postage
prepaid,  with  return  receipt  requested,  (iii)  first class or express mail,
postage  prepaid,  (iv)  Federal  Express,  Purolator  Courier or like overnight
courier  service,,  or  (v) telecopy or other wire transmission with request for
assurance  of receipt in a manner typical with respect to communications of that
type.  Notice  made  in accordance with this paragraph shall be deemed delivered
upon  receipt  if  delivered by hand or wire transmission, 3 business days after
mailing  if  mailed  by first class registered or certified mail or one business
day  after  mailing or deposit with an overnight courier service if delivered by
express  mail  or overnight courier. This notice provision shall be inapplicable
to  any  judicial  or non-judicial proceeding where state law governs the manner
and  timing  of  notices  in  foreclosure  or receivership proceedings. All such
notices  shall  be  addressed  as  follows:

     (i)     if  to  Lender,  at  80 Park Plaza, T-22, Newark, New Jersey 07101;
attention:  President;  telecopier  number  973-456-3569;  and

     (ii)  if  to  Borrower,  One  Millennium Way, Branchburg, New Jersey 08876;
Attention:  Sr.  Vice  President,  CFO;  telecopier  number  (908)  947-1081.


                                       21
<PAGE>
     Headings.  The  headings contained in this Agreement are for reference only
     --------
for  the  convenience  of  the  parties.  The  headings  shall  not be deemed to
constitute  a  part  of  this  Agreement  nor  shall they alter or supercede the
contents  of  the  sections  themselves.

     Governing  Law.  This  Agreement  shall  be  governed  exclusively  by, and
     --------------
construed  in  strict accordance with, the laws of the State of New Jersey, with
the exception of New Jersey's conflict of laws provisions. ALL TERMS NOT DEFINED
HEREIN  ARE  USED  IN  THE  MANNER  SET  FORTH IN THE UNIFORM COMMERCIAL CODE AS
ADOPTED  IN  THE  STATE  OF  NEW  JERSEY.

     Costs  and  Attorneys'  Fees.  In the event of any action by Lender against
either  Borrower or any third party to enforce this Agreement and/or -to protect
the  security interest of Lender in the Collateral, and/or to preserve, process,
develop  maintain,  protect,  care  for  or insure any Collateral, the Agreement
agrees to pay all costs and expenses thereof, immediately, together with any and
all  reasonable  attorneys'  fees  and  expenses.

     Third  Party Beneficiaries. There are no third party beneficiaries to  this
     --------------------------
Note.

     Separability.  If any term or provision of this Agreement, the Note, and/or
     ------------
the  Consent and Agreement or the application thereof to any circumstance shall,
in  any  jurisdiction and to any extent, be held to be invalid or unenforceable,
such  term or such provision shall be ineffective as to such jurisdiction to the
extent  of  invalidity  or  unenforceability  without  invalidating or rendering
unenforceable  any  remaining  terms  and  provisions  hereof  or thereof or the
application  of  such  term or provision to circumstances other than those as to
which  it  is  held invalid or unenforceable. To the maximum extent permitted by
applicable  laws,  the parties to this Agreement waive any provision of law that
renders  any  term  or provision of this Agreement, the Note, and/or the Consent
and  Agreement  invalid  or  unenforceable  in  any  respect.

WAIVER  OP  JURY  TRIAL.  RECOGNIZING  THAT  ANY  DISPUTE  ARISING  UNDER  THIS
-----------------------
AGREEMENT AND/OR THE NOTE WILL BE COMMERCIAL IN NATURE AND COMPLEX, AND IN ORDER
TO MINIMIZE THE COSTS INVOLVED IN THE DISPUTE RESOLUTION PROCESS, TO THE MAXIMUM
EXTENT  PREMITTED  BY LAW, THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY
MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATED TO THIS AGREEMENT,
THE  NOTE  OR  THE  RELATIONSHIP  BETWEEN  OR  AMONG  THE  PARTIES.


                                       22
<PAGE>
JURISDICTION;SERVICEOF  PROCESS. RECOGNIZING THAT ANY DISPUTE ARISING UNDER THIS
-------------------------------
AGREEMENT AND/OR THE NOTE WILL BE COMMERCIAL IN NATURE AND COMPLEX, AND IN ORDER
TO MINIMIZE THE COSTS INVOLVED IN THE DISPUTE RESOLUTION PROCESS, TO THE MAXIMUM
EXTENT  PREMITTED  BY  LAW,  ANY  LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY
BREACH  OP  THIS  AGREEMENT AND/OR THE NOTE MAY BE BROUGHT, AT THE OPTION OF ANY
AGGRIEVED  PARTY  IN ANY OF THE COURTS OF TEE STATE OF NEW JERSEY OR THE FEDERAL
COURTS  OF  THE  UNITED  STATES  OF  AMERICA  LOCATED IN THE CITY OF NEWARK, NEW
JERSEY,  AND  TO  THE  MAXIMUM EXTENT PREMITTED BY LAW, EACH PARTY HERETO HEREBY
UNCONDITIONALLY  ACCEPTS  THE  EXCLUSIVE  JURISDICTION  OF THE AFORESAID COURTS,
EXPRESSLY  WAIVING ANY OTHER JURISDICTION TO WHICH SUCH PARTY MAY BE ENTITLED BY
REASON  OF  ITS  PRESENT  OR  FUTURE DOMICILE. EACH PARTY IRREVOCABLY WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OP ANY SUCH ACTION
OR  PROCEEDING  IN  ANY OP THE AFORESAID COURTS AN]) ANY OBJECTION IT MAY NOW OR
HEREINAFTER  HAVE  TO VENUE IN ANY OF THE AFORESAID COURTS ON THE BASIS OF FORUM
                                                                           -----
NON  CONVENIENS.  EACH  PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
---  ----------
PROCEEDING  SHALL  BE  CONCLUSIVE  AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT  ON  THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO
FURTHER  IRREVOCABLY  CONSENTS  TO  THE  SERVICE  OF  PROCESS  OUT OF ANY OF THE
AFORESAID  COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF TRUE COPIES
-OF THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH PARTY'S ADDRESS AS FIRST SET
FORTH  ABOVE  OR  TO  SUCH  OTHER  ADDRESS AS SUCH PARTY SHALL HAVE SUBSEQUENTLY
DESIGNATED  PURSUANT  TO  THE  NOTICE PROVISIONS OF THIS AGREEMENT. THE BORROWER
IRREVOCABLY APPOINTS EACH AND EVERY OWNER, PARTNER AND/OR OFFICER OF BORROWER AS
ITS  ATTORNEY  UPON  WHOM  MAY  BE  SERVED,  BY REGULAR OR CERTIFIED MAIL AT THE
ADDRESS  SET  FORTH  HEREIN,  ANY  NOTICE,  PROCESS OR PLEADING IN ANY ACTION OR
PROCEEDING AGAINST IT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER  LOAN  DOCUMENT. NOTHING HEREIN SHALL EFFECT THE RIGHT TO SERVE PROCESS IN
ANY  OTHER
MANNER  PERMITTED  BY  LAW.

     NO  AGENCY,  PARTNERSHIP,  OR  JOINT VENTURE.     Nothing contained in this
     --------------------------------------------
agreement, and/or the note or any other security instrument, nor the acts of the
parties  hereto  shall  be  construed to create a relationship of principal .and
agent, partnership or  joint  venture  between  borrower  and  lender.


                                       23
<PAGE>
     Effect  of  Agreement.  This  Agreement  shall  be binding upon the parties
     ---------------------
hereto,  their  respective  heirs,  executors,  administrators,  successors  and
permitted  assigns.

     Entire Agreement This Agreement contains the complete agreement between the
     ----------------
parties,  and  no modification, amendment, recision, waiver or other change will
be  binding  on any party unless agreed to in writing by such party's authorized
representative.

     Modifications.  This  Agreement may not be supplemented, extended, modified
     -------------
or terminated except by an agreement in writing signed by the party against whom
enforcement  of  any  such  waiver, change, modification or discharge is sought.

     Sales  or  Participations. The Lender may from time to time sell or assign,
     -------------------------
in whole or in part, or grant participations in the Loan and the Note and/or the
obligations or participation, if the applicable agreement between the Lender and
such holder so provides, shall be (a) entitled to all of the rights, obligations
and  benefits  of the Lender; and (b) deemed to hold and may exercise the rights
of  setoff  or  banker's  lien  with  respect to any and all obligations of such
holder  to  the  Borrower,  in  each  case  as fully as though the Borrower were
directly  indebted to such holder. The Lender may in its discretion give note to
the  Borrower of such sale, assignment or participation; however, the failure to
give  such  notice shall not affect any of the Lender's or such Lender' s rights
hereunder.

             [SIGNATURES  ARE  SET  FORTH  ON  THE  NEXT  PAGE]


                                       24
<PAGE>
ATTEST:                                  LIFECELL CORPORATION


By:                                      By:
   ----------------------------             ------------------------------
Name:                                    Name:
Title:                                   Title:




ATTEST:                                  PUBLIC  SERVICE  NEW  MILLENNIUM
                                         ECONOMIC     DEVELOPMENT     FUND
                                         L.L.C.


By:                                      By:
   ----------------------------             ------------------------------
Name:                                    Name:
Title:                                   Title:


                                       25
<PAGE>
                                     FORM OF
                              CONSENT AND AGREEMENT


     This Consent and Agreement ("Agreement"), made this 3l day of May, 2000, by
and  between LIFECELL CORPORATION, a corporation organized under the laws of the
State  of  Delaware,  having  its  principal  offices  at  One  Millennium  Way,
Branchburg,  New  Jersey 08876, ("Grantee"), the New Jersey Economic Development
Authority,  a  body  corporate  and  politic  organized  and existing- under the
authority  of  N.J.S.A.  34:13-2  et  seq.,  having its offices at 36 West State
               -------            -------
Street,  P.O.  Box 990, Trenton, New Jersey 08625 ("Grantor") and Public Service
New Millennium Economic Development Fund, L.L.C., a New Jersey limited liability
company, having its principal offices at 80 Park Plaza, T-22, Newark, New Jersey
07101,  ("New  Millennium").

     WHEREAS,  in  order  to foster job creation in the State of New Jersey, the
Business  Employment  Incentive  Program  Act,  N.J.S.A. 34:13-120 et  seq. (the
                                                -------            -------
"Act"),  authorizes  Grantor to enter into agreements with businesses to provide
Business  Employment  Incentive  Grants in accordance with the provisions of the
Act  and  the  implementing  regulations,  N.J.A.C  19:31-10  et  seq.  (the
                                           -------            -------
"Regulations");  and

     WHEREAS,  Grantee, a bio-engineering company engaged in the development and
commercialization of tissue regeneration and cell preservation products, intends
to  relocate  a  significant  portion of its operations from Houston, Texas to a
facility  located at One Millennium Way, Branchburg, New Jersey (the "New Jersey
Facility");  and

     WHEREAS,  Grantee's  relocation  will provide for approximately one hundred
and  fifty  (150)  employees;  and

     WHEREAS,  Grantee intends to fund a portion of its relocation costs through
a  New  Millennium  Loan  (the "New Millennium Loan") from New Millennium in the
amount  of SIX HUNDRED FIFTY THREE THOUSAND TWO HUNDRED TWO and 13 / 100 Dollars
($653,202.13), said  loan  to  have a term of ten (10) years, to accrue interest
at a per annum fixed  rate  of 7.00%  and  to  be  secured  by   the  assignment
contemplated  herein;  and

     WHEREAS, subject to certain conditions Grantee will enter into an agreement
dated  as  of March 26, 1999, as amended from time to time (the BEIP Agreement")
with  the  Grantor,  whereby pursuant to the Act, the Grantor in accordance with
the  provisions  of  the  Act  shall  provide  to  Grantee a Business Employment
Incentive Grant (the "Grant") equal to 80% of Withholdings for the Grant Payment
Period  as  those  terms  are  defined  in  the  BEIP  Agreement;  and


                                        2
<PAGE>
     WHEREAS,  pursuant  to  the terms of the BEIP Agreement, the Grant shall be
payable  to  Grantee  in annual installments of $105,840 (the "NJBEIP Payments")
for  a  period of 10 years commencing on or about the end of the second calendar
quarter  in  the  calendar  year  2001(the  "Payment  Period");  and

     WHEREAS,  Grantee,  in  order  to  induce  New  Millennium  to make the New
Millennium NJBEIP New Millennium Loan, has agreed,  inter alia, to assign to New
Millennium (the "NJBEIP  Assignment") to New Millennium all of Grantee's  right,
title and interest in and to the NJBEIP Payments,  which assignment provides for
the direct payment of the NJBEIP Payments to New Millennium by the Grantor until
such time as the New  Millennium  NJBEIP  New  Millennium  Loan  shall have been
repaid in full,  with  Grantee  remaining  obligated,  in the event of Grantee's
failure to qualify  for the full amount of the NJBEIP  Payments  assigned to New
Millennium or in the event of any shortfall in the amount of any  installment of
the NJBEIP  Payments  for any reason,  for such  amounts as shall be required to
fully amortize the New  Millennium  Loan and to pay New Millennium the amount of
such shortfall over the Payment Period; and

     WHEREAS,  Grantor  has  found, on the basis of the information contained in
Grantee's application for a Grant, and any other information provided by Grantee
in  support of its application that (i) the Project will create, during the term
of  the BEIP Agreement, a net increase in employment in the State of New Jersey;
(ii) the Project is economically sound and will benefit the people of New Jersey
by  increasing  opportunities  for  employment and by strengthening New Jersey's
economy;  and,  (iii)  the  receipt  of  the  Grant  and  the  making of the New
Millennium  BEIP  New Millennium Loan are material factors in Grantee's decision
to  go  forward  with  the  Project.

     NOW  THEREFORE, in consideration of the mutual promises and. covenants made
herein,  it  is  agreed  as  follows:

     1.  Consent to Assignment. The Grantor consents to the NJBEIP Assignment by
         ---------------------
Grantee to New Millennium subject to the terms and conditions of this Agreement.

     2.     Agreement  to  Pay  NJBEIP  Payments  Directly  to  New  Millennium.
            -------------------------------------------------------------------

     A.  The  Grantor  agrees  to pay the NJBEIP Payments directly to and in the
name  of  New  Millennium  during  the Payment Period until such time as the New
Millennium NJBEIP New Millennium Loan shall have been paid in full, with Grantee
remaining  obligated,  in the event of Grantee's failure to qualify for the full


                                        3
<PAGE>
amount  of the NJBEIP Payments collaterally assigned to New Millennium or in the
event  of  any shortfall in the amount of any installment of the NJBEIP Payments
for  any reason, for such amounts as shall be required to fully amortize the New
Millennium  NJBEIP  New  Millennium Loan and to pay New Millennium the amount of
such;  provided,  however,  that  Grantor shall have no obligation to pay to New
       ------------------
Millennium any amounts in excess of the actual NJBEIP Payments for which Grantee
duly  qualifies  with respect to any annual installment or in the aggregate. New
Millennium  shall  promptly  notify  Grantor  in  writing  as  soon  as  the New
Millennium  NJEEIP  New  Millennium  Loan  has been paid in full. While said New
Millennium Loan is still outstanding Grantor shall be entitled from time to time
to  request  and  receive  from  New Millennium a certification as to the amount
outstanding  under  said  New  Millennium  Loan.

     B.     Grantee  hereby   unconditionally  and  irrevocably  authorizes  and
directs  Grantor  to make all NJBEIP Payments to which Grantee is entitled under
the  BEIP  Agreement,  directly  payable  to  New  Millennium,  as  provided  in
Subparagraph  2A hereof. Grantee acknowledges and agrees that this authorization
and  direction  is present, absolute and unconditional and that, subject only to
court  order,  it may not be revoked for any reason, even if Grantee should make
or assert any claim or claims that the New Millennium NJBEIP New Millennium Loan
is  void  or  unenforceable  under  any  legal  or equitable principles, whether
grounded  in  contract or tort, including, without limitation, fraud, bad faith,
coercion, duress or unclean hands, accord and compromise, lack of consideration,
or  offset.  (Hereinafter,  any  and  all  such  claims  shall  be  referred  to
individually  and  collectively  as  "Payment  Defense"  or  "Payment Defenses,"
respectively.)

     3.     Release  and  Waiver.
            --------------------

     A.     Grantee hereby unconditionally and irrevocably releases, waives, and
discharges  Grantor,  and  all  of  its members, officers, employees, agents and
assigns,  from  any  liability,  obligation,  or  indebtedness  whatsoever,  in
connection  with,  or on account of the making of the NJBEIP Payments by Grantor
to  New  Millennium  as  provided  under Paragraph 2 hereof, whether or not such
payments  were made contrary to any demand by Grantee that the same not be made,
or,  whether  or  not  Grantee  had  or  has asserted any Payment Defenses in or
outside  of  any  legal  proceedings.


                                        4
<PAGE>
     B.     New  Millennium  hereby  unconditionally  and  irrevocably releases,
waives, and discharges Grantor, and all its members, officers, employees, agents
and  assigns,  from any liability, obligation, indebtedness, or suit whatsoever,
in  connection  with,  or on account of, the exercise of its rights and remedies
under the Act, the Regulations or the BEIP Agreement, or the carrying out of its
undertakings  hereunder,  including,  without  limitation,  any  duty  to  it of
contribution,  indemnification,  reimbursement,  subrogation  or  accounting.

     4.  Notwithstanding  anything herein contained to the contrary, at any time
the Grantor entertains any doubt or question with respect to the legality of its
making  the NJBEIP Payments directly to New Millennium, it may, but shall not be
obligated  to,  in lieu of making payments, file an inter-pleader or declaratory
judgment  action  in  the  appropriate court. In addition, New Millennium agrees
that in the event the Grantee should file for protection under the United States
Bankruptcy  Code,  the  Grantor  shall be entitled to require, as a condition of
making  further NJBEIP Payments to New Millennium, that New Millennium obtain an
order  from  the  Bankruptcy  Court hearing the case, finding that the making of
such  payments would not violate any stay then in effect or otherwise contravene
any  applicable  bankruptcy  court  orders  in  the case. The provisions of this
Paragraph  4  shall  survive  termination  of  this  Agreement.

     5.     The  Act,  Regulations  andBEIPAgreement  Govern.
            ------------------------------------------------

     A.     New  Millennium and Grantee each acknowledge and agree that the Act,
the Regulations and the BEIP Agreement shall at all times govern and control the
administration  of  the  BEIP Grant to Grantee and that nothing contained herein
shall  in any way alter, diminish, abrogate or waive any rights or discretion of
Grantor  or  duties  of  Grantee  under  the  Act,  the Regulations and the BEIP
Agreement,  including, without limitation, the right of Grantor to terminate the
Grant,  reduce  the  term  of  same  or  the  amount  of the NJBEIP Payments, or
recapture  NJBEIP  Payments  previously made, as provided in the BEIP Agreement.
New  Millennium  acknowledges  and  agrees  that  Grantor,  in administering and
enforcing  the  BEIP  Agreement,  is not and shall not be required to obtain any
approval  or  consent  whatsoever  from  New  Millennium.

     B.     New  Millennium  acknowledges  that  it has reviewed and is familiar
with  the  BEIP  Grant  and  hereby  approves  and  consents  to  the  same.

     C.     In  the  event  of  a  conflict between the provisions of the NJBEIP
Agreement  and  this  Agreement,  the  former  shall  govern.


                                        5
<PAGE>
     D.     The  provisions  of this Section 5 shall survive termination of this
Agreement.

     6.     Effect  of  Termination  of  the BEIP Agreement or Other Enforcement
            --------------------------------------------------------------------
Action  thereunder
   ---------------

     A.     In  the  event  the  BEIP Agreement is terminated by Grantor for any
reason,  then  Grantor  shall as of the date of such termination have no further
duty  or  obligation to New Millennium to make any further NJEEIP Payments to it
except  for any final NJBEIP Payment that may still be due and payable under the
BEIP  Agreement  and  this  Agreement  shall be deemed terminated on thirty days
written  notice  to  New  Millennium and the Grantee by Grantor, with no further
liability  between  the  parties  to  one  another  hereunder.

     B.     In  the event the term of the Grant or the amount thereof is reduced
by  Grantor in accordance with the provisions of the BEIP Agreement, the amounts
to  be  paid  to  New  Millennium  under  Paragraph  2  hereof  shall be reduced
accordingly.

     C.     Grantor  and  Grantee agree that in the event that Grantor exercises
its  right  to  recapture under the BEIP Agreement of NJBEIP Payments previously
made,  such  right  shall  be  exercisable  against  Grantee  only, and that New
Millennium  shall  have  no obligation to refund or disgorge any NJBEIP Payments
previously  received  by  it.

     7.     Disclaimer.  It  is  agreed  and  understood  by  Grantee  and  New
            ----------
Millennium  that Grantor makes no representations or warranties whatsoever as to
(i)  the  ability  of Grantee to comply with all of the requirements of the BEIP
Agreement; (ii) the financial condition of Grantee; (iii) the ability of Grantee
to  service  and pay the New Millennium and the New Millennium Loan; or (iv) the
accuracy  of any financial records, certifications, or other documents submitted
by  Grantee either to Grantor in connection with the Grant, or to New Millennium
in  connection  with the New Millennium and New Millennium NJBEIP New Millennium
Loans.

     8.     Further  Assurances.  At  any  time  and from time to time, upon the
            -------------------
request  of New Millennium, each of Grantor, and Grantee shall promptly and duly
execute  and deliver or cause to be executed and delivered on its behalf any and
all  such  further instruments and documents and take such further action as New
Millennium (or any successor or assign of New Millennium) may reasonably request
in  order  to  obtain  the  full  benefits of this Consent and Agreement and the
rights  and  powers  herein  granted.  The  cost  and expense incidental to such
further  assurances  shall  be for the account of the Grantee; provided, however
                                                               --------- -------
that  New  Millennium  shall  reimburse  the  Grantor for all costs and expenses
reasonably  incurred  by  such party in complying with the immediately preceding
sentence  to  the  extent  not  otherwise  paid  by  the  Grantee.


                                        6
<PAGE>
     9.  No  Release;  No  Assumption.  It  is the intent of the parties to this
         ----------------------------
Consent  and Agreement that Grantee shall not be released from any duty, burden,
obligation or liability under any New Millennium New Millennium Loan document to
which  Grantee  is  a  party,  including  without  limitation,  that certain New
Millennium  Loan  Agreement  and  Assignment  by  and between New Millennium and
Grantee, dated as of April    , 2000, and that certain promissory note (the "New
                           ---
Millennium  NJBEIP  New  Millennium  Loan  Note")  in  the  principal  amount of
$653,202.13  and  made  by Grantee payable to the order of New Millennium. It is
the  further  intent  of the parties to this Consent and Agreement that no duty,
burden, obligation or liability under the BEIP Agreement shall be assumed by New
Millennium.

     10.     Termination  of Agreement Upon Payment. Upon payment in full of the
             --------------------------------------
New  Millennium  Loan, this Agreement shall terminate, with no further liability
obligation  between  the  parties  hereto.

     11.  Notices. All notices and other communications required or permitted to
          -------
be given hereunder shall be in writing and shall become effective when delivered
by hand or received by telecopier or sent by registered first-class mail (return
receipt  requested),  addressed  as  follows:

     (i)  if  to  Grantor,  at  36  West  State  Street,  P.O.
Box  990,     Trenton,  New  Jersey  08625,     attention:
     telecopier  number  (     )     -

     (ii)  if  to  Grantor, at One Millennium Way, Branchburg, New Jersey 08876;
attention:  Senior  Vice  President,  CFO; telecopier number (908) 947-1081; and

     (iii)  if  to  New  Millennium,  at 80 Park Plaza, T-22, Newark, New Jersey
07101;  attention:  President,  telecopier  number  973-456-3569.

     12.     Counterpart  Execution.  The  parties  may  sign  this  Consent and
             ----------------------
Agreement  in  any  number of counterparts and on separate counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same  agreement.

     13.  Governing  Law.  This  Consent  and Agreement shall be governed by and
          --------------
construed  under  the  laws  of  the  State  of  New  Jersey.

     14.  Entire  Agreement.  This  Consent  and Agreement contains the complete
          -----------------
agreement  between the parties, and no modification, amendment, recision, waiver
or other change will be binding on any party unless agreed to in writing by such
party'  s  authorized  representative.


[SIGNATURES  ARE  SET  FORTH  ON  THE  NEXT  PAGE]


                                        7
<PAGE>
ATTEST:                                  New  Jersey  Economic  Development
                                            Authority

By:                                      By:
   ----------------------------             ------------------------------
Name: Adam Mukerji                       Name: Eugene J. Bukowski
Title:  Director                         Title:Managing  Director-Finance
                                               Community  Lending


By:                                      By:
   ----------------------------             ------------------------------
Name:                                    Name:
Title: Controller                        Title:


ATTEST:                                  PUBLIC  SERVICE  NEW  MILLENNIUM
                                         ECONOMIC  DEVELOPMENT  FUND L.L.C.


By:                                      By:
   ----------------------------             ------------------------------
Name:                                    Name:     Eileen  A.  Moran
Title:                                   Title:     President


                                        8
<PAGE>
                                   NEGOTIABLE
                                     SECURED
                                INSTALLMENT NOTE
$653,202.13                                                       May  31,  2000


     FOR  VALUE  RECEIVED the undersigned, Maker unconditionally promises to pay
to  the  order  of  Holder,  at  Holder's principal executive offices at 80 Park
Plaza,  T-22,  Newark,  New Jersey 07101, or at such other place as holder, from
time  to  time,  may  designate,  the  principal  amount  of SIX  HUNDRED  FIFTY
THREE  THOUSAND  TWO  HUNDRED  TWO  AND  13  /  100 DOLLARS  ($653,202.13)  (the
"Principal    Balance")    plus    interest    on   the     unpaid     Principal
Balance,  in  lawful  money  of  the  United States and in immediately available
funds,  payable  in ten (10) equal annual installments of principal and interest
(each  an  "Annual  Installment",  collectively  the "Installments") of $105,840
commencing  on  August  1,  2001 and on each anniversary thereof until August 1,
2010  (the  "Maturity Date") when the remaining outstanding principal balance of
this  Note,  together  with any accrued and unpaid interest thereon shall be due
and  payable.

Each  such  date on which an Annual Installment of principal and interest is due
shall  be  an  "Installment  Date."

The  Annual  Installment  have  been  calculated based on a mortgage style level
principal  and  interest  payment  amortization.  The  principal  and  interest
component  of  each such installment is set forth on Schedule A attached hereto.

SECTION 1. Definitions. All capitalized terms used but not defined herein shall,
when  used  herein, have the meaning assigned to such terms in that certain Loan
Agreement  and  Assignment  (the  "Loan  Agreement")  by  and  between  LIFECELL
CORPORATION,  a  Delaware corporation, having its principal executive offices at
3606 Research Forest Drive, The Woodlands, Texas 77381-4232("Maker"), and PUBLIC
SERVICE  MEN  MILLENNIUM  ECONOMIC DEVELOPMENT FUND L.L.C., a New Jersey limited
liability  company  (together  with  its  successors  and assigns, collectively,
"Holder"),  dated  as  of  May  31,  2000.


<PAGE>
SECTION  2.  Payment  Terms.
             --------------

     (a)     Payment  Credits.  Maker  is  unconditionally obligated to make all
             ----------------
payments  under  this  Negotiable  Installment  Note  (this  "Note")  when  due,
provided,  y, that Maker shall receive a credit against such payment obligations
with  respect to any Annual Installment to the extent that pursuant to the terms
and  provisions  of  the  Consent  and Agreement, Holder shall have received the
NJBEIP  Payments  from  the  New  Jersey  Economic  Development  Authority  (the
"Authority")  on or before the Installment Date on which such Annual Installment
becomes  due  and owing provided  however, that Maker shall remain obligated, in
                        --------  -------

the event of  Maker's  failure  to  qualify  for the full  amount of the  NJBEIP
Payments  assigned  to Holder or in the event of any  shortfall,  for any reason
whatsoever,  in the amount actually paid to Holder by the Authority  pursuant to
the Consent and Agreement with respect to such  Installment Date over the amount
of the  Annual  Installment  then due and  owing,  for such  amounts as shall be
required to fully satisfy Maker's payment obligations with respect to the Annual
Installment  then due and owing and Maker  shall pay such  amounts  to Holder in
full   immediately   upon   being   notified   by  Holder  of  such   shortfall.
Notwithstanding  the  foregoing,  Maker shall  remain  fully liable for any late
payment  interest  pursuant to Section 1(d) hereof.  Any excess in the amount of
the NJBEIP Payments over the amount of any Annual Installment shall be paid over
to the Borrower after deduction  therefrom of any fees and expenses then due and
payable hereunder.

     (b)  Interest.  This Note shall bear interest, computed on the basis of the
          --------
actual number of days elapsed over a 360-day year, on the Principal Balance from
the  date  hereof  at  a  fixed  per  annum  rate  equal  to  9.00%.

     (c)      Upon  5  days prior written notice (specifying the date and amount
of  said  repayment), the amounts due under this Note may be prepaid in whole or
from  time  to  time  in part, in each case without premium or penalty, but with
interest  on  the  amount  prepaid  through  the  date  of  prepayment.

     (d)  Late  Payment.  In  the  event  that  the  full  amount  of any Annual
          -------------
Installment  is not received by Holder on any Installment Date, Maker agrees to,
and  shall  thereafter,  pay to Holder,  on the full amount of the unpaid Annual


                                        2
<PAGE>
Installment  due  and owing on such Installment Date at the per annum rate equal
to the Default Rate set forth in Paragraph 5(b) below per annum, computed on the
basis  of  the  actual  number  of  days  elapsed over a 360-day year, from such
Installment  Date.

     (e) Usury.  Notwithstanding any provision herein or in any other instrument
now or hereafter securing this Note, the total liability for payment of interest
shall not exceed the limits now imposed by the  applicable  usury  laws.  In the
event of an acceleration of this Note, the total charges for Interest and in the
nature of interest  shall not exceed the maximum  amount  allowed by law and any
excess  portion of such  charges  that may have been paid shall be  refunded  to
Maker.  It is the  intent  of Maker  and  Holder  to  strictly  comply  with all
applicable  usury laws from time to time in effect.  In no way, nor in any event
or contingency  (including but not limited to prepayment,  default,  demand f or
payment,   or  acceleration   of  the  maturity  of  any   obligation,   or  the
recharacterization  of any application fees or any other fees required hereunder
or under the Loan  Agreement,  or any other  agreement by and between  Maker and
Holder as interest), shall the interest taken, reserved, contracted for, charged
or received under the Note, or otherwise,  exceed the maximum nonusurious amount
permitted  under  applicable  law.  If, from any  possible  construction  of any
document,  interest  would  otherwise  be  payable  in  excess  of  the  maximum
nonusurious amount, any such construction shall be subject to this provision and
any such document shall be automatically reformed and the interest payable shall
be  automatically  reduced to the maximum  nonusurious  amount  permitted  under
applicable  law,  without the  necessity of  execution  of any  amendment or new
document.  If Holder shall ever receive  anything of value that is characterized
as interest under  applicable law that would,  apart from this provision,  be in
excess of the maximum  nonusurious  amount,  an amount  equal to the amount that
would have been excessive  interest shall,  without  penalty,  be applied to the
reduction of Principal  Balance owing on the indebtedness  evidenced  thereby in
the  inverse  order of its  maturity  and not to the  payment  of  interest,  or
refunded to Maker or the other payor  thereof if and to the extent such  amount,
which would have been excessive,  exceeded such unpaid  Principal  Balance.  The
right to accelerate  the maturity of this, or any other  indebtedness,  does not
include the right to accelerate any interest that


                                        3
<PAGE>
has  not otherwise accrued on the date of such acceleration, and Holder does not
intend  to charge or receive any unearned interest in the event of acceleration.
All  interest  paid or agreed to be paid by Maker shall, to the extent permitted
by  applicable law, be amortized, protected, allocated and spread throughout the
full  stated  term (including any renewal or extension) of this Note so that the
amount  of  interest  on  account  of  this  Note  does  not  exceed the maximum
nonusurious  amount  permitted  by applicable law. As used in this Section 1(f),
the term "applicable law" ("Applicable Law") shall mean the laws of the State of
New  Jersey  or  the federal laws of the United States, whichever laws allow the
greater  interest,  as such laws now exist or may be changed -or amended or come
into  effect  in  the  future.

SECTION  3.
     (a)     Security  Interest  Granted.  This  Note  is  the  Installment Note
             ---------------------------
referred  to  in the Loan Agreement, and, therefore is secured by the collateral
(the "Collateral") described therein, and otherwise governed thereby. All of the
agreements, conditions, covenants, provisions, and stipulations contained in the
Loan Agreement and which are to be kept and performed by Maker are hereby made a
part  of  this  Note to the same extent and with the same force and effect as if
they  were  fully  set  forth herein, and Maker covenants and agrees to keep and
perform  them,  or  cause  them to be kept and performed, strictly in accordance
with  their
terms.

     (b)  Waivers  By  Maker.  Maker  hereby  waives and releases to the maximum
          ------------------
extent  permitted  by  applicable  law,  (i)  all  technical errors, defects and
imperfections in any proceedings instituted by Holder under this Note and/or the
Loan  Agreement,  (b)  all  benefits that might accrue to Maker by virtue of any
present  or  future  laws  exempting  the Collateral or any part of the proceeds
arising from any sale thereof, from attachment, levy or sale under execution, or
providing  for any stay of execution, exemption from civil process, or extension
of  time for payment, (c) all notices not herein elsewhere specifically required
of  Maker's default or of Holder's exercise, or election to exercise, any option
under  this  Note,  and  (d)  any  present or future law, regulation or judicial
decision  which  provides  for  any  stay  of  execution, marshalling of assets,
exemption  from  civil  process,  redemption,  extension of time for -payment or
valuation  or  appraisement  of  any  of  the  Collateral.


                                        4
<PAGE>
SECTION 4. Events of Default. The occurrence of any one or more of the following
           -----------------
shall  be  a  default  (each,  an  "Event  of  Default")  hereunder:

     (a)     Failure  to Pay. If Maker shall fail to pay any amount of principal
             ---------------
or  interest  within  ten  (10)  days  after  the  same  shall  be  due.

     (b)     Maker's  Failure  to  Perform  Covenants  or  Obligations. If Maker
             ---------------------------------------------------------
has  breached  or  failed  to  perform  any  covenant,  agreement (other than an
obligation to pay any amount of principal or interest or fees when due) or other
obligation contained in the Loan Agreement, this Note, the BEIP Agreement and/or
the  Consent and Agreement, or if Maker has failed to perform satisfactorily any
of  the terms and conditions contained in the Loan Agreement, this Note the BEIP
Agreement  and/or  the  Consent  and  Agreement and the same shall not have been
cured  within  thirty (30) days after the earlier to occur of (A) written notice
to  Maker  of  said  default  from Holder or (B) the date on which Maker obtains
actual  knowledge  of  said  default.

     (c)     Maker's     Misrepresentations.If  any  representation  or warranty
             -------     -------------------
made by Maker in the Loan Agreement, in this Note, in the BEIP Agreement, in the
Consent and Agreement, in the Application, in the Maker's NMF Application or, in
any  report,  certificate,  financial statement or other instrument furnished to
the  Holder  or  to the NJEDA pursuant to the Loan Agreement, to this Note or to
the  BEIP  Agreement,  proves to be false or misleading in any material respect.

     (d)     Maker's Insolvency. If any of the following has occurred: (i) Maker
             ------------------
has  applied  for,  or  consented to, the appointment of a receiver, trustee, or
liquidator  of  all  or  a  substantial  part  of Maker's assets; (ii) Maker has
admitted  in  writing the inability to pay its debts as they mature; (iii) Maker
has  made a general assignment for the benefit of creditors; (iv) Maker has been
adjudged  a  bankrupt,  or  filed a petition or an answer admitting the material
allegations  of a petition in bankruptcy or insolvency proceeding; (v) an order,
judgment  or  decree  has  been  entered,  without  the application, approval or


                                        5
<PAGE>
consent  of  Maker, by any court of competent jurisdiction approving a petition.
seeking  reorganization  of  Maker,  or  appointing  a  receiver,  trustee,  or
liquidator  of  Maker  or  a substantial part of its assets and such order shall
continue  unstayed  and  in effect for a period of forty-five (45) days; or (vi)
Maker  has  filed  a voluntary petition in bankruptcy or has failed to remove an
involuntary  petition  within  forty-five  (45)  days  of  the  filing  thereof.

     (e)     Maker's  Dissolution.  Merger or Termination. If Maker shall merge,
             --------------------------------------------
dissolve,  liquidate,  terminate  or cease operations or shall have executed any
written undertaking or initiated any corporate proceedings in furtherance of any
of  the  foregoing.

     (f)     Cross-Default:  Maker  Default  Under  the Loan Agreement: the BEIP
             -------------------------------------------------------------------
Agreement. the Consent and Agreement and/or other Agreements for Borrowed Money.
--------------------------------------------------------------------------------
If a default (howsoever characterized) shall exist under the Loan Agreement, the
BEIP  Agreement,  the  Consent  and  Agreement,  and/or  any  other  note, bond,
indenture,  debenture  or any other instrument evidencing Maker's obligation for
borrowed  money ("Other Indebtedness") and the same shall have continued uncured
in  excess of the applicable cure period, if any, after the Holder or the NJEDA,
or  the holders of any of the Other Indebtedness, as the case may be, shall have
given  Maker written notice of such default in accordance with the provisions of
the  applicable  agreement or instrument, Maker acknowledges and agrees that the
same  shall  constitute  an Event of Default hereunder without further notice or
opportunity  on  the  part  of Maker to cure. In the event Maker defaults on its
obligations  under  this  Note,  Maker  acknowledges  and agrees that Holder may
declare  the  Principal  Balance,  all interest accrued thereon, and any and all
other  sums due Holder from Maker from any source whatsoever, and the same shall
become,  immediately  due  and  payable.

     Failure  to  participate  in  BEIP.  Without limiting the generality of any
     ----------------------------------
clause  set  forth  above,  the  failure  for any reason of Maker to continue to
qualify  with  NJBEIP Payments or the suspension, discontinuance, termination or
substantial  reduction  by  the  State  of  New  Jersey  or the Authority of the
Business Employment Incentive Grant Program pursuant to NJSA S 34:1B-120  or any
of  the  regulations  promulgated  hereunder,  or  the  failure  of  the  State
legislature  or  the  Governor  of  the  State  to  appropriate  (or  make  such
appropriation  available)  to  fund  said  program.


                                        6
<PAGE>
SECTION  5.  Holder's Remedies Upon Default. In the event of any default, Holder
             ------------------------------
may  do  any  one  or  more  of  the  following:

     (a)     Rightsunderthe  Loan Agreement. Exercise any and all rights allowed
             ------------------------------
under  the  Loan  Agreement.

     (b)  Declare  Indebtedness  Due  and Payable. Declare the Principal Balance
          ---------------------------------------
and/or  all  interest  thereon accrued and/or late penalties immediately due and
payable, without notice or demand, and the same shall become immediately due and
payable  without  notice  or demand, and such amounts shall bear interest at the
lesser  of  one  and  one-half  (1.5%)  percent  per  month  or the highest rate
permitted  by  applicable  law  (the "Default Rate"); and payment thereof may be
enforced  and  recovered  in  whole or in part at any time by one or more of the
remedies  provided  to  Holder in this  Note or in the Loan Agreement; provided,
                                                                       ---------
however, that in the event that Holder shall have declared the Principal Balance
------
and/or  all  interest  accrued thereon and/or late penalties immediately due and
payable,  then  Maker's Deferral Rights shall terminate and be extinguished, and
Holder  shall  be  entitled  to  immediately  proceed, subject to Maker's Notice
rights,  to  enforce  its  remedies  against  Maker  pursuant to this Section 4;

     (c)  Setoff.  Exercise  the right of setoff on any and all moneys due Maker
          ------
from  Holder under any other agreement, instrument, document or any other source
whatsoever  against  the  Principal Balance and all accrued interest thereon. In
such  case,  Holder shall give Maker written notice of Holder's exercise of such
right  of  setoff  and  shall  indicate  in  such notice the payment or payments
against  which  such  right  of  setoff  shall  be  credited;

     (d)  Rights  Under Law. Exercise the rights and remedies of a secured party
          -----------------
under  the  Uniform Commercial Code in force in the State of New Jersey, as same
may  be modified at any time and from time to time, or any other applicable law;

     (e) Notice to Account Debtors. Notify account debtors to pay over to Holder
         -------------------------
all  sums  owed  to  Maker.


                                        7
<PAGE>
     (f)     Holder's  Remedies  Cumulative.  To  the  extent  permitted by, and
             ------------------------------
subject  to  the  mandatory  requirements  of,  applicable  law,  and  except as
expressly  set  forth  herein, no. remedy under this Section 4 is intended to be
exclusive,  but  each  shall  be  cumulative and in addition to any other remedy
provided herein or otherwise available to Holder at law, in equity or otherwise,
whether  for specific performance of any agreement or provision contained herein
or in the Loan Agreement or in aid of the exercise of any right, power or remedy
granted herein or therein. No express or implied waiver by Holder of any default
or  Event  of  Default  hereunder  shall in any way be, or be construed to be, a
waiver  of  any future or subsequent default or Event of Default. The failure or
delay  of  Holder  in exercising any right, power or remedy granted it hereunder
upon  the  occurrence  of  any  of  the contingencies set forth herein shall not
constitute  a waiver of any such right, power or remedy upon the continuation or
reoccurrence of any such contingency or similar contingencies, and any single or
partial  exercise  of  any particular right, power or remedy by Holder shall not
exhaust  the  same  or  constitute  a waiver of any other right, power or remedy
provided  herein. To the extent permitted by applicable law, Maker hereby waives
any  rights now or hereafter conferred by statute or otherwise that may limit or
modify  any  of  Holder's rights, powers or remedies provided in this Section 4.

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

     (a)     Disclosure  of  Financial  Information.   The   Holder  is   hereby
             --------------------------------------
authorized to disclose any financial or other information about the Maker to any
regulatory  body  or  agency  having  jurisdiction  over  the  Holder and to any
present,  future or prospective participant or successor in interest in any loan
or  other  financial  accommodation  made  by  the  Holder  to  the  Maker.  The
information  provided may include, without limitation, amounts, terms, balances,
payment  history,  return  item  history  and any financial or other information
about  the  Maker.

     (b)     Interaction.     This  Note and the other Loan Documents constitute
             ------------
the  sole  agreement of the parties with respect to the transaction contemplated
hereby  and  supersede  all  oral  negotiations  and prior writings with respect
thereto.


                                        8
<PAGE>
     (c)     No  Implied Waiver. The Holder shall not be deemed to have modified
             -------------------
or  waived  any  of its rights or remedies hereunder unless such modification or
waiver  is  in  writing  and  sighed  by  the Holder and then only to the extent
specifically  set forth therein. A waiver in one event shall not be construed as
continuing  or  as  a  waiver  of or bar-to such right or remedy in a subsequent
event.  After  any  acceleration of, or the entry of any judgment on, this Note,
the  acceptance  by  the  Holder of any payments by or on behalf of the Maker on
account  of  the indebtedness evidenced by this Note shall not cure or be deemed
to cure any Event of Default or reinstate or be deemed to reinstate the terms of
this  Note  absent  an express written agreement duly executed by the Holder and
the  Maker.

     (d)     Waiver.  Maker  waives demand, notice, presentment, protest, demand
             ------
for  payment,  notice of dishonor, notice of protest and diligence of collection
of  this  Note.  Maker  consents  to  any  and all extensions of time, renewals,
waivers,  or modifications that may be granted by the Holder with respect to the
payment  or other provisions of this Note, and to the release of any collateral,
with  or  without  substitution. Maker agrees that makers, endorsers, guarantors
and  sureties  may be added or released without notice and without affecting the
Maker's liability hereunder. The liability of the Maker shall not be affected by
the  failure  of  the  Holder  to  prefect  or  otherwise obtain or maintain the
priority  or  validity of any security interest in any collateral. The liability
of  the  Maker  shall  be  absolute  and unconditional and without regard to the
liability  of  any  other  party  hereto. Any waiver, express or implied, or any
provision  hereunder and any delay or failure by Holder to enforce any provision
shall  not  preclude  Holder  from  enforcing  any  such  provision  thereafter.

     (e)     Other  Agreements.  At  the  request of Holder, Maker shall execute
             -----------------
such  other agreements, documents or instruments in connection with this Note as
Holder  reasonably  requests,  all  of  which  must  be  in  form  and substance
satisfactory  to  Holder.

     (f)  Governing  Law.  This  Note  shall  be  governed  exclusively  by, and
          --------------
construed  in  strict accordance with, the laws of the State of New Jersey, with
the exception of New Jersey's conflict of laws provisions. ALL TERMS NOT DEFINED
OR  IN  THE  LOAN  AGREEMENT  ARE  USED  IN  THE MANNER SET FORTH IN THE UNIFORM
COMMERCIAL  CODE  AS  ADOPTED  IN  '1  STATE  OF  New  JERSEY.


                                        9
<PAGE>
(g)     Costs  and Attorneys' Fees. In the event of any action by Holder against
        --------------------------
either  Maker  or  any  third  party to enforce this Note, and/or to protect the
security  interest  of  Holder  in  the Collateral, and/or to preserve, process,
develop,  maintain, protect, care for or insure any Collateral, the Maker agrees
to  pay  all  costs and expenses thereof, immediately, together with any and all
reasonable  attorneys'  fees  and  expenses.

     (h)     Notices.  Notice  from  one  party to another relating to this Note
             -------
shall  be deemed effective if made in writing (including telecommunications) and
delivered  to  the  recipient's address, or telecopier number set forth below by
any  of  the  following  means:  (i) hand delivery, (ii) registered or certified
mail,  postage  prepaid,  with  return  receipt  requested, (iii) first class or
express  mail,  postage prepaid, (iv) Federal Express, Purolator Courier or like
overnight  courier  service,  or  (v)  telecopy  or other wire transmission with
request  for  assurance  of  receipt  in  a  manner  typical  with  respect  to
communications of that type. Notice made in accordance with this paragraph shall
be  deemed  delivered  upon receipt if delivered by hand or wire transmission, 3
business  days  after  mailing  if mailed by first class registered or certified
mail  or  one  business  day  after mailing or deposit with an overnight courier
service if delivered by express mail or overnight courier. This notice provision
shall be inapplicable to any judicial or non-judicial proceeding where state law
governs  the  manner  and  timing  of  notices  in  foreclosure  or receivership
proceedings.  All  such  notices  shall  be  addressed  as  follows:

     (i)     if  to  Holder,  at  80 Park Plaza, T-l0, Newark, New Jersey 07101;
attention:  President;  telecopier  number  973-456-3569;  and

     (ii)  if  to  Maker,  at  One Millennium Way, Branchburg, New Jersey 08876;
Attention:  Sr.  Vice  President,  CFO;  telecopier  number  (908)  947-1081.

     (i)     Severability.  In  the  event  any  one  or  more of the provisions
             ------------
contained  in  this  Note shall for any reason be held to be invalid, illegal or
unenforceable  in  any  respect, such invalidity, illegality or unenforceability
shall  not  affect  any  other  provision  of this Note, but this. Note shall be
construed  as if such invalid, illegal or unenforceable provision has never been
contained  herein  or  therein


                                       10
<PAGE>
     (j) Parties in Interest. All covenants, agreements and undertakings in this
         -------------------
Note  by  and on behalf of any of the parties hereto shall bind and inure to the
benefit of the respective permitted successors and assigns of the parties hereto
whether  so  expressed  or  not.

     (k)     Third  Party  Beneficiaries. There are no third party beneficiaries
             ---------------------------
to  this  Note.

     (l)  WAIVER OF JURY TRIAL.  RECOGNIZING THAT ANY DISPUTE ARISING UNDER THIS
           --------------------
NOTE  WILL  BE  COMMERCIAL  IN  NATURE AND COMPLEX, AND IN ORDER TO MINIMIZE THE
COSTS  INVOLVED  IN  THE  DISPUTE  RESOLUTION  PROCESS,  TO  THE  MAXIMUM EXTENT
PREMITTED  BY  LAW,  THE  PARTIES  HEREBY  WAIVE  TRIAL  BY  JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY
MATTER  ARISING  OUT  OF OR IN ANY WAY CONNECTED WITH OR RELATED TO THIS NOTE OR
THE  RELATIONSHIP  BETWEEN  OR  AMONG THE PARTIES.

    (m) JURISDICTION; SERVICE OF PROCESS. RECOGNIZING THAT ANY DISPUTE ARISING
        --------------------------------
UNDER THIS NOTE WILL BE COMMERCIAL IN  NATURE  AND  COMPLEX,  AND  IN  ORDER  TO
MINIMIZE THE COSTS INVOLVED IN THE DISPUTE  RESOLUTION  PROCESS,  TO THE MAXIMUM
EXTENT   PREMITTED  BY  LAW,  ANY  LEGAL  ACTION   OR  PROCEEDING  WITH  RESPECT
TO  ANY  BREACH  OF THIS NOTE MAY BE BROUGHT, AT THE  OPTION  OF  ANY  AGGRIEVED
PARTY  IN ANY OF  THE  COURTS  OF  THE  STATE  OF  NEW  JERSEY  OR  THE  FEDERAL
COURTS OF  THE   UNITED   STATES   OF   AMERICA   LOCATED   IN   THE    CITY  OF
NEWARK,  NEW  JERSEY, AND TO THE MAXIMUM EXTENT PREMITTED  BY  LAW,  EACH  PARTY
HERETO  HEREBY   UNCONDITIONALLY  ACCEPTS  THE  EXCLUSIVE  JURISDICTION  OF  THE
AFORESAID  COURTS,  EXPRESSLY WAIVING ANY OTHER JURISDICTION TO WHICH SUCH PARTY
MAY  BE  ENTITLED  BY  REASON  OF  ITS PRESENT AND FUTURE - DOMICILE. EACH PARTY
IRREVOCABLY  WAIVES  ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE  OF  ANY  SUCH ACTION OR PROCEEDING IN ANY OF THE AFORESAID COURTS AND ANY
OBJECTION IT MAY NOW OR HEREINAFTER HAVE TO VENUE IN ANY OF THE AFORESAID COURTS
ON  THE BASIS OF FORUM NON CONVENZiENS. EACH PARTY AGREES THAT A FINAL. JUDGMENT
                 ---------------------
IN  ANY  SUCH  ACTION  OR  PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  EACH  PARTY  HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT  OF  ANY  OF  THE  AFORESAID  COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE


                                       11
<PAGE>
MAILING OF TRUE COPIES OF THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH PARTY'
S  ADDRESS  AS  FIRST  SET  FORTH ABOVE. THE MAKER IRREVOCABLY APPOINTS EACH AND
EVERY  OWNER,  PARTNER AND/OR OFFICER OF THE MAKER AS ITS ATTORNEY UPON WHOM MAY
BE  SERVED,  BY  REGULAR  OR CERTIFIED MAIL AT THE ADDRESS SET FORTH HEREIN, ANY
NOTICE,  PROCESS  OR PLEADING IN ANY ACTION OR PROCEEDING AGAINST IT ARISING OUT
OF  OR  IN  CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT. NOTHING HEREIN
SHALL  EFFECT  THE  RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(n)     No  Agency.  Partnership.  or  Joint  Venture.
        ---------------------------------------------
Nothing  contained in this Note, the Agreement, or any other security instrument
nor  the  acts of the parties hereto shall be construed to create a relationship
of  principal  and agent, partnership or joint venture between Maker and Holder.

     (o)     Modifications.  This  Note  may  not  be  supplemented,  extended,
             -------------
modified  or  terminated-  except by an agreement in writing signed by the party
against  whom  enforcement of any such waiver, change, modification or discharge
is  sought.

     (p)  Sales  or  Participations.  The  Holder  may from time to time sell or
          -------------------------
assign,  in  whole  or  in part, or grant participations in this Note and/or the
obligations  evidenced  hereby.  The  holder  of  any  such  sale, assignment or
participation, if the applicable agreement between the Holder and such holder so
provides,  shall  be (a) entitled to all of the rights, obligations and benefits
of  the  Holder; and (b) deemed to hold and may exercise the rights of setoff or
banker's  lien  with  respect  to  any and all obligations of such holder to the
Maker,  in each case as fully as though the Maker were directly indebted to such
holder.  The  Holder  may in its discretion give note to the Maker of such sale,
assignment  or participation; however, the failure to give such notice shall not
affect  any  of  the  Holder's  or  such  holder's  rights  hereunder.

     (q)     Continuing  Enforcement. If, after receipt of any payment of all or
             -----------------------
any  part  of  this  Note,  the  Holder  is  compelled or agrees, for settlement
purposes,  to  surrender  such  payment  to  any person or entity for any reason
(including,  without  limitation,  a  determination that such payment is void or
avoidable  as a preference or fraudulent conveyance, an impermissible setoff, or
a  diversion  of trust funds), then this Note and the other Loan Documents shall
continue  in full force and effect or be reinstated, as the case may be, and the
Maker  shall  be  liable  for, and shall indemnify, defend and hold harmless the
Holder  with  respect to, the full amount so surrendered. The provisions of this


                                       12
<PAGE>
Section  shall  survive  the  cancellation or termination of this Note and shall
remain  effective  notwithstanding  the  payment  of  the  obligations evidenced
hereby,  the release of any security interest, lien or encumbrance securing this
Note  or  any  other  action with the Holder may have taken in reliance upon its
receipt of such payment. Any cancellation, release or other such action shall be
deemed  to  have  been conditioned upon any payment of the obligations evidenced
hereby  having  become  final  and  irrevocable.

              [SIGNATURES  ARE  SET  FORTH  ON  THE  NEXT  PAGE]


                                       13
<PAGE>
IN WITNESS WHEREOF, Maker, intending to be fully and legally bound hereunder and
liable  hereon,  has  caused  its  duly-authorized representative to execute and
deliver  this  Note,  the  date  and  year  first  above  written.

ATTEST:                                      LIFECELL  CORPORATION
By:   /s/David Platt                           By:  /s/Fenel M. Elio
   ------------------------------                -------------------------------
Name:    David Platt                           Name:   Fenel M. Elio
Title:   Controller                            Title:  SVP, CFO



    STATE OF              :  New Jersey

                          :  SS

    COUNTY OF             :  Huntington

On this 31st day  of May 2000, before me, the undersigned, a  Notary Public  of
the State of  New  Jersey,  personally  appeared   Fenel M. Elio   of  LIFECELL
                                                   -------------
CORPORATION, a Delaware  corporation,  who  I am satisfied is the person  named
in the foregoing instrument  and he/she acknowledged that he/she signed, sealed
and delivered the same  as the act  and  deed  of  such  corporation,  made  by
authority  of  its  Board of Directors,  for  the  uses  and  purposes  therein
expressed.

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my  hand  and  notary  seal.



                              /s/BONNIE LEE SAMUEL
                        -----------------------------------
                              My commission expires


                              BONNIE LEE SAMUEL
                          NOTARY PUBLIC OF NEW JERSEY
                          COMMISION EXPIRES 6/30/2004


                                       14
<PAGE>