Second Amended and Restated Voting Agreement
                  --------------------------------------------


     This  Second  Amended  and  Restated Voting Agreement (this "Agreement") is
                                                                  ---------
made  as  of  April 27, 2000, among LifeCell Corporation, a Delaware corporation
(the  "Company"),  and  the  Stockholders  (as  defined  below).
       -------

     Vector  Later-Stage  Equity Fund, L.P. ("Vector"), CIBC WMV, Inc. ("CIBC"),
and  the  other  Persons identified as "Stockholders" on Annex A attached hereto
                                                         -------
(collectively,  the  "Stockholders") and the Company are parties to that certain
Securities  Purchase  Agreement  dated  November  18,  1996  (the  "Purchase
                                                                    --------
Agreement"),  pursuant  to  which  the  Stockholders  purchased  shares  of  the
Company's  Series  B  Preferred  Stock, par value $.001 per share (the "Series B
                                                                        --------
Preferred"),  and warrants to purchase shares of the Company's common stock, par
---------
value  $.001  per share (each, a "Warrant").  The Investors and the Company also
                                  -------
are  parties  to  that certain Voting Agreement dated November 18, 1996, entered
into  in  connection  with  the  Purchase  Agreement, as amended and restated in
December  1998  (the  "Voting  Agreement").  Subsequent  to  the  execution  and
delivery  of the Voting Agreement, certain events have occurred that have caused
the  Stockholders  and  the  Company to desire to amend the Voting  Agreement to
take  into  account  such events, and the Stockholders and the Company desire to
enter  into  certain other amendments to the Voting Agreement.  Accordingly, the
Stockholders  and the Company desire to enter into this Agreement to effect such
amendments  to  the  Voting  Agreement  by  amending  and  restating  the Voting
Agreement  in  its  entirety.

     The  Company  and  the  Stockholders  hereby  agree  as  follows:

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

          Capitalized  terms used but not defined herein shall have the meanings
assigned  such  terms  in  the  Purchase  Agreement.

          "Stockholder  Shares" means, as of any particular time, (i) any Common
           -------------------
Stock  purchased or otherwise acquired by any Stockholder, (ii) any Common Stock
issued  or issuable directly or indirectly upon conversion of Preferred Stock or
upon  exercise  of  Warrants,  in  each  case, owned by a Stockholder, (iii) any
capital  stock  or  other  equity  securities  issued  or  issuable  directly or
indirectly with respect to Common Stock referred to in clause (i) or clause (ii)
above  by  way  of  stock  dividend  or  stock  split  or  in  connection with a
combination  of  shares,  recapitalization,  merger,  consolidation  or  other
reorganization.  For  purposes of this Agreement, any Person who holds Preferred
Stock  or  Warrants  shall  be  deemed  to  be  a  Stockholder and the holder of
Stockholder Shares issued or issuable upon conversion of such Preferred Stock or
exercise  of  such Warrants (as the case may be) in connection with the transfer
thereof  or  otherwise  and  regardless  of any restriction or limitation on the
conversion  or  exercise  thereof.


<PAGE>
     2.   Board  of  Directors.
          --------------------

          (a)     From  and  after  the  date  of this Agreement, each holder of
Stockholder  Shares  shall vote all of its Stockholder Shares and shall take all
other necessary or desirable actions within its control (whether in its capacity
as  a  stockholder or as an officer or director of the Company or otherwise, and
including,  without limitation, attendance at meetings in person or by proxy for
the  purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary and desirable actions within
its  control  (including,  without  limitation,  calling  special  Board  and
stockholder  meetings),  so  that:

          (i)   the  maximum  authorized  number of directors on the Board shall
be  established  at  eight  directors  and  shall  be reduced in accordance with
clauses  (vii)  and  (viii)  of  this  Section  2(a);

          (ii)  the  following  individuals  shall  be  elected to the Board:

                    (A) such number of representatives as is equal to the number
               of  directors  the  holders  of the Series B  Preferred  then are
               entitled to elect pursuant to paragraph  3(b) of the  Certificate
               of   Designation   of  the  Series  B  Preferred  (the  "Investor
                                                                        --------
               Directors")  as  designated  by  holders  of a  majority  of  the
               ---------
               Underlying  Common  Stock  (the  "Majority   Investors"),   which
                                                 --------------------
               Investor  Directors,  so long as such number of  directors  to be
               elected by the  Series B  Preferred  is two,  shall  include  one
               representative     designated     by    Vector    (the    "Vector
                                                                          ------
               Representative"),  and one representative designated by CIBC (the
               --------------
               "CIBC Representative");
                --------------------

                    (B) the Chief  Executive  Officer of the Company and Stephen
               A. Livesey (each, a "Company Director"); and
                                   -----------------

                    (C) one  individual who is neither a member of the Company's
               management  nor an  employee  or an officer of the  Company  (the
               "Initial  Outside  Director"),   and  three  individuals  jointly
               designated by the Investor  Directors  and the Company  Directors
               each of whom is neither a member of the Company's  management nor
               an employee or an officer of the Company (the "Additional Outside
               Directors");                                   ------------------
               ---------

          (iii)     the  removal  from  the Board (with or without cause) of any
Vector Representative or any CIBC Representative shall be at the written request
of Vector or CIBC, respectively, but only upon such written request and under no
other  circumstances;


<PAGE>
          (iv)     the  removal  from  the  Board (with or without cause) of any
Company Director or the Initial Outside Director shall be at the written request
of  the  majority  of  the  other  directors  then in office, but only upon such
written  request  and  under  no  other  circumstances;

          (v)     in  the  event  that  any  Investor Director or any Additional
Outside Director designated hereunder for any reason ceases to serve as a member
of  the  Board  during  his  or her term of office, the resulting vacancy on the
Board  shall  be  filled  in  the  manner set forth above in clause (ii) of this
Section  2(a)  by  a representative designated by the same group that designated
the  member  that will no longer serve on the Board; provided that if such group
fails  to  designate  a  representative to fill such vacancy, the election of an
individual  to  fill  such  vacancy shall be accomplished in accordance with the
Company's  bylaws  and  applicable law; provided, further, that the Stockholders
shall  thereafter  vote  to  remove such individual if the group which failed to
designate a representative to fill such vacancy pursuant to this Section 2(a) so
directs;

          (vi)     in the event that the Initial Outside Director for any reason
ceases  to  serve  as  a  member  of  the  Board  during his term of office, the
resulting  vacancy  shall  be  filled  by  the  vote  of a majority of the other
directors  then  in  office;

          (vii)     in the event that any Company Director (other than the Chief
Executive  Officer)  for  any  reason  ceases  to serve as a member of the Board
during  his  term  of  office, the resulting vacancy shall not be filled and the
number  of  authorized  directors on the Board shall be reduced by the number of
such  directors  who  have  ceased  to  serve  on  the  Board;  and

          (viii)     in  the  event  that  the  number  of Investor Directors is
reduced  to  one,  the  resulting  vacancy shall not be filled and the number of
authorized  directors  shall  be  reduced  by  one.

          (b)     The  Company  shall  pay  all  out-of-pocket  travel and other
expenses  incurred by each director in connection with attending the meetings of
the  Board or any committee thereof.  So long as any Investor Director serves on
the  Board  and for three years thereafter, the Company shall maintain directors
and  officers  indemnity  insurance  coverage  satisfactory  to  the  Majority
Investors,  and  the  Company's  certificate  of incorporation and by laws shall
provide  for  indemnification and exculpation of directors to the fullest extent
permitted  under  applicable  law.


     3.     Stockholder  Covenant.  No  holder of Stockholder Shares shall grant
            ---------------------
any  proxy  or  become  party  to  any  voting trust or other agreement which is
inconsistent  with,  conflicts with or violates any provision of this Agreement.

     4.     Termination.  This  Agreement  shall  terminate  at the later of (i)
            -----------
such  time,  determined  pursuant  to  paragraph  3(b)  of  the  Certificate  of
Designation of the Series B Preferred, when the holders of Series B Preferred no
longer have the right to elect a member of the Board and (ii) such time when the
Company  no longer has any obligation to deliver financial and other information
to  certain  Investors  pursuant  to  Section  6.8  of  the  Purchase Agreement.


<PAGE>
     5.     Counterparts.  This  Agreement  may  be  executed  in  multiple
            ------------
counterparts, each of which shall be an original and all of which taken together
shall  constitute  one  and  the  same  agreement.

     6.     Remedies.  Each  Stockholder shall be entitled to enforce its rights
            --------
under this Agreement specifically, to recover damages by reason of any breach of
any  provision  of  this  Agreement and to exercise all other rights existing in
their  favor.  Each Stockholder hereby acknowledges that money damages would not
be  an  adequate  remedy  for any breach of the provisions of this Agreement and
that  each  Stockholder  may in its sole discretion apply to any court of law or
equity  of  competent  jurisdiction  for  specific performance and/or injunctive
relief (without posting a bond or other security) in order to enforce or prevent
any  violation  of  the  provisions  of  this  Agreement.

     7.     Notices.  Any  notice  provided  for  in  this Agreement shall be in
            -------
writing  and  shall  be  either personally delivered, or mailed first class mail
(postage  prepaid)  or  sent  by  reputable  overnight  courier service (charges
prepaid)  to  the  Stockholder at the address indicated on Annex A hereto (which
                                                           -------
address is the same address set forth on Annex A to the Voting Agreement ) or at
                                         -------
such  address or to the attention of such other person (including any subsequent
holder  of  Stockholder  Shares)  as  the recipient party has specified by prior
written notice to the sending party.  Notices shall be deemed to have been given
hereunder  when  delivered personally, three days after deposit in the U.S. mail
and  one  day  after  deposit  with  a  reputable  overnight  courier  service.

     8.     Amendment  and  Waiver.  This Agreement may be amended, modified and
            ----------------------
supplemented,  and  compliance  with  any term, covenant, agreement or condition
contained  herein may be waived either generally or in particular instances, and
either  retroactively or prospectively, only by a written instrument executed by
(a) the Company and (b) the Majority Investors.  No course of dealing between or
among any persons having any interest in this Agreement will be deemed effective
to  modify,  amend  or  discharge  any  part  of this Agreement or any rights or
obligations  of  any  person  under  or  by  reason  of  this  Agreement.

     9.     Governing  Law.  The  corporate  law  of the State of Delaware shall
            --------------
govern  all  issues  and  questions concerning the rights of the Company and the
rights  of  the  Stockholders  relative  to  the  Company.  All other issues and
questions  concerning  the  construction,  validity,  interpretation  and
enforceability  of this Agreement and the exhibits and schedules hereto shall be
governed  by,  and  construed  in  accordance with, the laws of the State of New
York,  without  giving  effect  to any choice of law or conflict of law rules or
provisions  (whether  of  the  State of New York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of  New  York.

     10.     Descriptive  Headings.  The  descriptive headings of this Agreement
             ---------------------
are  inserted  for  convenience  only  and  do  not  constitute  a  part of this
Agreement.


<PAGE>
     11.     Entire  Agreement.  This  Agreement sets forth the entire agreement
             -----------------
among  the  parties  hereto  with  respect  to  the  subject  matter hereof, and
supersedes  any  prior  oral  or  written agreement among the parties, including
without  limitation  thereto  the  Voting  Agreement.

     12.     Holdings  of  Series  B  Preferred. Based on the Company's records,
             ----------------------------------
each  Stockholder  holds  the  shares of Series B Preferred set forth on Annex A
                                                                         -------
hereto.


<PAGE>
     IN  WITNESS  WHEREOF,  the  Company  and  the  undersigned  Stockholders
(constituting the Majority Investors) have executed this Agreement as of the day
and  year  first  above  written.

                           LIFECELL  CORPORATION



                           By
                              --------------------------------------------------
                                Paul  G.  Thomas
                                President  and  Chief  Executive  Officer


                           VECTOR  LATER-STAGE  EQUITY  FUND,  LP

                           By: Vector Fund Management, L.P., its General Partner


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


                           CIBC  WMV,  INC.


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


<PAGE>
<TABLE>
<CAPTION>
                                     ANNEX A
                                     -------

                                  Stockholders
                                  ------------

TAX ID NAME                                                  TOTAL
                                                          OUTSTANDING
<S>                                                     <C>
Paul B. Ankin & Lois F. Ankin                                         264
Joseph Battipaglia                                                    158
Michael E. Cahr                                                       531
Chinook Equities Inc.                                                 531
CIBC Wood Gundy Ventures Inc.                                      47,805
John Cirrito                                                          264
P. William Curreri                                                    425
Michael Gironta                                                     1,065
Gruntal & Co. Inc. Cust FBA Evan Kleinberg IRA                          3
Gruntal & Co. Inc. Cust FBA Bernard B. Salzman IRA                     56
Jeffrey Keeler                                                         42
Edward A. Kerbs                                                       328
Michael J. Koblitz Tr. Of the Marcus L. Koblitz Trust                   9
Michael J. Koblitz Tr. Of the Lauren JL. Koblitz Trust                  9
Michael J. Koblitz                                                     20
Smith Barney Inc. Cust Christopher C. Kraft Jr.                       264
Stephen Livesey                                                       264
William J. McCluskey                                                  196
Michael H. Richmond                                                   425
Barry Richter                                                         264
Robert Sablowsky                                                      183
David Saks                                                            531
Don A. Sanders                                                        660
SBSF Biotechnology Fund LP                                          2,325
SBSF Biotechnology Partners LP                                      1,065
richard L. Serrano                                                     51
Technology Funding Medical Partners ILP                             2,666
Vector Later-Stage Equity Fund LP                                  41,440
Stephen G. Weiss                                                       20
The Woodlands Venture Capital Company                               2,666
</TABLE>


<PAGE>