LIFECELL CORP
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                                                   EXHIBIT 10.30


                               AMENDMENT AGREEMENT
                                    (SECOND)

     THIS  AMENDMENT AGREEMENT (SECOND) (this "Agreement"), dated as of February
15,  2002,  is  entered  into  by  and  between LIFECELL CORPORATION, a Delaware
corporation  having  its  principal  executive  offices  at  One  Millenium 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").

                                    RECITALS:

     A.     The  Borrower and the Lender are parties to a certain Loan Agreement
and  Assignment  dated  as  of May 31, 2000, as amended pursuant to an Amendment
Agreement  dated  as  of  May  1, 2001 (said agreement, as so amended, the "Loan
Agreement")  pursuant  to which the following credit facility was made available
to  the  Borrower:  a  secured  term  loan  in  an aggregate principal amount of
$652,202.13  (the  "Term  Loan").

     B.     The  Borrower  has  advised  the Lender by letter dated December 20,
2001 of certain issues regarding the Borrower's compliance with the Debt Service
Coverage Ratio set forth in Section 6 of the Loan Agreement, and accordingly has
requested  an  amendment  to  that  covenant.

     C.     The  Lender  is  willing  to  amend  said covenants on the terms and
conditions  set  forth  herein.

     NOW,  THEREFORE,  in  consideration  of  the premises and the covenants and
agreements  set  forth herein, and for value received by each party, the parties
hereto  agree  as  follows:

SECTION  1.     DEFINITIONS

     1.1.     EXISTING  DEFINITIONS.  Unless  otherwise  defined  or  modified
              ---------------------
herein,  capitalized  terms used herein shall have the meanings set forth in the
Loan  Agreement.

SECTION  2.     EXISTING  OBLIGATIONS

     2.1.     ACKNOWLEDGMENT
              --------------

          (a)     The Borrower represents and warrants to the Lender that, after
giving  effect to the amendment contemplated herein, (i) no Event of Default has


<PAGE>
occurred  and  is  continuing  and  (ii) no event has occurred and is continuing
which, with notice, lapse of time or both, would constitute an Event of Default.

          (b)     Subject  to  the  continued  compliance  of  the  Amendment
Conditions set forth in Section 4 hereof, the Lender hereby agrees that the Debt
Service  Coverage  Ratio set forth in the Loan Agreement shall not be applicable
for  the  period  commencing  as  of the January 1, 2001 and ending December 31,
2002,  which  period  shall include the second, third and fourth fiscal quarters
for  the  fiscal  year  2002  (the  "Amendment Period"); provided, that (i) such
                                                         --------
amendment  shall  not apply to any other term, condition or covenant of the Loan
Agreement  or  any  other  Loan Document, (ii) such amendment shall be effective
only in connection with respect to non-compliance with the Debt Service Coverage
Ratio  and  solely  for  the  Amendment Period, (iii) such amendment shall in no
event  be  interpreted or construed as the establishment or a course of dealings
between  the  Borrower  and the Lender regarding the administration of the Loan,
including,  but not limited to, the manner in which any issues of non-compliance
with  the terms of any Loan Document may be cured in the future, and (iv) all of
the  rights  and  remedies  of  the Lender are expressly reserved.  The Borrower
further  acknowledges that the Lender's agreement to amend as described above is
and  constitutes  good and valuable consideration in exchange for the Borrower's
agreement  to  and  performance  of  each  of  the  terms and conditions of this
Agreement.

     2.2.     ACKNOWLEDGMENT  OF AMOUNTS OUTSTANDING.  The Borrower acknowledges
              --------------------------------------
and  agrees  that,  as  of  the  date of this Agreement, the aggregate principal
amount  outstanding  under  the Term Loan is $624,833.60 plus accrued and unpaid
interest  and  late  charges, if any.  The Borrower acknowledges and agrees that
such  amounts  outstanding  under  the  Term  Loan  are  the  valid  and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
the  terms  of the Loan Documents, and that, as of the date hereof, there are no
claims,  set-offs  or  defenses  to  the  payment  thereof.

     2.3.     WAIVER  OF  CLAIMS  AND  DEFENSES;  RELEASE.
              -------------------------------------------

          (a)     The  Borrower  agrees  that,  as of the date hereof, it has no
claim,  counterclaim, cause of action or defense of any kind by way of offset or
otherwise  to  the  payment and satisfaction in full of the Loan.  The foregoing
notwithstanding, to the extent that any such claim or defense may or does exist,
as of the date hereof, the Borrower waives and releases any and all such claims,
counterclaims,  causes  of  action  and  defenses.

          (b)     The  Borrower  further  waives  and releases and affirmatively
agrees  not  to allege or otherwise pursue, in any manner, any and all defenses,
affirmative defenses, counterclaims, claims, causes of action, set-offs or other
rights  that it may have as of the date hereof to contest: (i) any provisions of
the  Loan  Agreement  and other Loan Documents; (ii) the rights of the Lender to
all  rents,  issues,  profits,  products  and proceeds of the collateral for the
Loan;  (iii)  the  liens  for the benefit of the Lender in any property (whether
real  or  personal,  tangible  or  intangible),  right or other interest, now or


                                        2
<PAGE>
hereafter  arising  in connection with the collateral for the Loan; (iv) any and
all  acts  or  omissions  of the Lender in administering the amounts outstanding
under  the Loan Agreement, the consequences of this Amendment, or otherwise; and
the  Borrower  fully and forever releases and discharges the Lender from any and
all  claims  or  liability  of any kind or nature with respect to the foregoing.

     2.4.     REAFFIRMATION  OF  SECURITY  INTEREST  AND  LIENS.  The  Borrower
              -------------------------------------------------
acknowledges  and  agrees that the security interests and other liens granted to
the  Lender  in  the  collateral  described  in  the Loan Agreement given by the
Borrower in favor of the Lender are and remain valid and first priority liens on
the  assets  subject thereto.  The Borrower further represents and warrants that
there are no claims, set-offs or defenses to the Lender's exercise of any rights
or  remedies  available  to  it  as a creditor in realizing upon such collateral
under  the  terms  and  conditions  of the Loan Documents.  The Borrower further
acknowledges  and  agrees  that  the  obligations  secured by and under the Loan
Agreement  include, but are not limited to, all such obligations of the Borrower
evidenced  by  the  Note,  as  modified  by  this  Agreement.

SECTION  3.     RATIFICATION  OF  REPRESENTATIONS, WARRANTIES AND COVENANTS

     3.1.     RATIFICATION.  The  Borrower  hereby  ratifies,  confirms  and
              ------------
restates,  as  if  set  forth  herein  in  their  entirety, all representations,
warranties,  covenants,  acknowledgments  and  agreements  set forth in the Loan
Agreement,  as  amended  hereby,  at  and  as  of  the  date  hereof (other than
representations,  warranties  and  covenants  which expressly speak only as of a
different  date),  and  affirmatively  states  that all of the same are true and
accurate  and  shall  be  and  remain  in full force and effect, subject only to
changes  effected  by  this Agreement.  In addition, the Borrower represents and
warrants  to  the  Lender  that:

          (a)     the  Borrower  has  the power and authority to enter into this
Agreement;

          (b)     the  audited  financial  statements  of  the  Borrower for the
fiscal  year  ended  December  31,  2000,  and the management prepared financial
statements  for  the  Borrower for the fiscal quarter ending September 30, 2001,
were  prepared  in  accordance  with  GAAP  consistently  applied throughout the
periods  involved,  and  present  fairly  in all material respects the financial
position  of  the  Borrower as at the date thereof and the results of operations
and  cash  flows  of  Borrower  for  the  periods  then  ended;

          (c)     no  changes  having  a  material  adverse effect have occurred
since the date of such financial statements referred to in Section 3.1(b) above;

          (d)     the  execution, delivery and performance of this Agreement and
the  instruments and agreements executed and delivered in connection herewith by
the  Borrower  have  been  duly authorized by all requisite corporate action and
this  Agreement  and  the  instruments  and agreements executed and delivered in
connection  herewith  constitute the legal, valid and binding obligations of the
Borrower,  enforceable  against  it  in  accordance  with  their  terms;


                                        3
<PAGE>
          (e)     the  Borrower  is not in default with respect to any judgment,
writ,  injunction, decree, rule or regulation of any court or other governmental
authority  which  would  have  a  material  adverse  effect  on  the business or
prospects  of  the  Borrowers,  financial  or  otherwise;  and

          (f)     upon execution of this Amendment, no Event of Default or event
or  circumstance  which, with the passage of time, the giving of notice or both,
would  constitute  an  Event  of Default, has occurred and is continuing or will
result  from  the  execution, delivery and performance of this Agreement and the
instruments  and  agreements  executed  and  delivered  in  connection herewith.

SECTION  4.     AMENDMENT  CONDITIONS

     4.1.     AUDITS  AND  INSPECTIONS.  In  consideration  of the amendment set
              ------------------------
forth in Section 2.1 above, notwithstanding the Audits and Inspections Paragraph
in  Section  6  of  the  Loan  Agreement, the Borrower agrees that Lender or its
designated  representatives  may  visit  the  principal  place  of business, and
executive  officers  of  the  Borrower  shall be available, in each case for the
purposes  of  reviewing  and  discussing  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 Financial and
Other  Information  paragraph  set  forth  in  the  Loan Agreement on at least a
monthly  basis during regular business hours upon reasonable prior notice during
the term of the Amendment Period.  The Borrower acknowledges and agrees that all
the  other  terms  and  provisions  of  the  Audits and Inspections Paragraph in
Section  6  of the Loan Agreement remain in full force and effect.  Violation of
this  covenant  shall  constitute  a  breach  of  the  Loan  Agreement.

     4.2.     COSTS  AND EXPENSES.  The Borrower acknowledges and agrees that it
              -------------------
shall  reimburse  and/or  indemnify  the  Lender, its counsel and its designated
representatives  for  all  costs  and  expenses  incurred in connection with the
consideration  of  the  amendment  set  forth  herein,  the  preparation of this
Agreement,  and  the  ongoing  administration  of  the  Loan (including, without
limitation, the monthly inspection contemplated in Section 4.1 above).  Lender's
counsel  fees  shall  be  settled  on  or before the date of this Agreement with
payment  to  said  counsel  made  directly  to  such  counsel by the Borrower in
accordance  with  such  counsel's  invoice presented to the Borrower on or about
such  date.

SECTION  5.     MISCELLANEOUS.

     5.1.     CONTINUED EFFECTIVENESS.  Except as specifically amended by and/or
              -----------------------
inconsistent  with  this  Agreement, all of the terms and conditions of the Loan
Agreement  shall  remain  unchanged  and in full force and effect and are hereby
ratified,  adopted  and  confirmed  in all respects.  All references to the Loan
Agreement  in  any  Loan Document shall hereafter be deemed to refer to the Loan
Agreement  as  amended  prior  to  the  date hereof and by this Agreement.  This
Agreement  is  a  Loan  Document.

     5.2.     ENTIRE  AGREEMENT.  This  Agreement,  together with the other Loan
              -----------------
Documents,  constitutes the entire agreement between the parties with respect to


                                        4
<PAGE>
the  subject matter hereof and supersedes any prior agreements, written or oral,
with  respect  to  such  subject  matter.

     5.3.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one or more
              ------------
counterparts,  each  of which shall be deemed to be an original and all of which
together  shall constitute one and the same agreement, and any party may execute
this  Agreement  by  signing  any  such  counterpart.

     5.4.     GOVERNING  LAW.  This  Agreement  shall  be  interpreted,  and the
              --------------
rights  and  liabilities  of  the parties hereto, whether arising in contract or
tort  and howsoever pertaining to the parties' relationship, shall be determined
in  accordance  with  the  laws  of  the  State  of  New  Jersey.

     5.5.     HEADINGS.  The section titles contained in this Agreement shall be
              --------
without substantive meaning or content of any kind whatsoever and are not a part
of  the  agreement  between  the  parties.

     5.6.     SEVERABILITY.  If  any  term or provision of this Agreement or the
              ------------
application  thereof  to  any  person  or  circumstance  shall  to any extent be
determined  by  a  court  or  arbiter of competent jurisdiction to be invalid or
unenforceable,  the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid  and  unenforceable,  shall  not  be  affected thereby and each term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted  by  law.

     IN  WITNESS  WHEREOF,  the parties have executed this Agreement the day and
year  first  above-written.


                                           LIFECELL  CORPORATION


                                           By:  /s/  Steven  T.  Sobieski
                                              Name:  Steven  T.  Sobieski
                                              Title:  Vice  President,  CFO


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


                                           By:  /s/  Eileen  A.  Moran
                                              Name:  Eileen  A.  Moran
                                              Title:  President


                                        5
<PAGE>

</TEXT>
</DOCUMENT>
