LIFECELL CORP
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>6
<FILENAME>doc6.txt
<TEXT>

                                                                   Exhibit 10.28

THESE  SECURITIES,  AND  THE  SHARES  OF  COMMON  STOCK WHICH MAY BE ISSUED UPON
EXERCISE  OF THESE SECURITIES, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AND  HAVE  BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION  WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY  BE  EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN  OPINION  OF  COUNSEL  IN  A  FORM  SATISFACTORY  TO  THE  COMPANY  THAT SUCH
REGISTRATION  IS  NOT  REQUIRED  UNDER  THE  SECURITIES  ACT  OF  1933.


                              LIFECELL CORPORATION

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
               --------------------------------------------------

                                October 31, 2000


                                                                  125,000 Shares

FOR  VALUE  RECEIVED,  LIFECELL  CORPORATION,  a  Delaware  corporation  (the
"Company"),  hereby  certifies  that  PRUDENTIAL  SECURITIES  INCORPORATED  or
permitted assigns thereof, is entitled to purchase from the Company, at any time
or  from time to time prior to 5:00 p.m., New York City time, on that date which
is  five  (5)  years  from the date hereof, 125,000 fully paid and nonassessable
shares  of  the  common  stock,  par  value $.001 per share, of the Company upon
payment  of  the  purchase  price of $5.00 per share; each subject to adjustment
pursuant  to  the  terms  hereof.

Hereinafter,  (i)  the  common  stock referred to above, together with any other
equity  securities which may be issued by the Company with respect thereto or in
substitution  therefor, is referred to as the "Common Stock," (ii) the shares of
the  Common  Stock  purchasable  hereunder  or  under  any  other  Warrant  (as
hereinafter  defined)  are  referred  to  as  the  "Warrant  Shares,"  (iii) the
aggregate purchase price payable hereunder for the Warrant Shares is referred to
as  the  "Aggregate Warrant Price," (iv) the price payable hereunder for each of
the  Warrant  Shares  is  referred to as the "Per Share Warrant Price," (v) this
Warrant,  all  identical  warrants  issued  on  the date hereof and all warrants
hereafter  issued  in  exchange  or  substitution for this Warrant or such other
warrants  are  referred to as the "Warrants" and (vi) the holder of this Warrant
is  referred  to  as  the "Holder" and the holders of this Warrant and all other
Warrants  are  referred  to  as  the  "Holders."

The  Per  Share  Warrant Price is subject to adjustment as hereinafter provided.

1.   Exercise  of  Warrant.
     ----------------------


<PAGE>
     (a)  This  Warrant  may  be exercised, in whole at any time or in part from
          time to time, prior to its expiration as set forth above by the Holder
          by the surrender of this Warrant to the Company (with the subscription
          form  at  the  end  hereof  duly executed) at the address set forth in
          Subsection  9  hereof,  together  with proper payment of the Aggregate
          Warrant  Price,  or  the proportionate part thereof if this Warrant is
          exercised  in  part.  Payment  for  Warrant  Shares  shall  be made by
          cashier's  check  or  by  wire transfer of funds. Upon any exercise of
          this  Warrant, the Holder may, at its option, instruct the Company, by
          written  notice accompanying the surrender of this Warrant at the time
          of  such  exercise, to apply to the payment required by this Section 1
          such  number  of the shares of Common Stock otherwise issuable to such
          Holder  upon  such  exercise  as shall be specified in such notice, in
          which  case  an  amount  equal  to  the excess of the Market Price (as
          defined  below)  of such specified number of shares on the date of the
          exercise  over  the  portion of the payment required by this Section 1
          attributable  to  such shares shall be deemed to have been paid to the
          Company  and the number of shares issuable upon such exercise shall be
          reduced  by  such  specified  number.  For the purpose of this warrant
          agreement,  the  "Market  Price"  of  a share of Common Stock or other
          securities  on any day shall mean the average closing price of a share
          of  Common Stock or other security for the 10 consecutive trading days
          preceding  such  day  on the principal national securities exchange on
          which  the shares of Common Stock or securities are listed or admitted
          to  trading  or,  if not listed or admitted to trading on any national
          securities  exchange, the average of the reported bid and asked prices
          during  such  10  trading day period in the over-the-counter market as
          furnished  by the National Quotation Bureau, Inc., or, if such firm is
          not  then  engaged  in  the  business  of  reporting  such  prices, as
          furnished  by  any similar firm then engaged in such business selected
          by  the  Company,  or,  if  there is no such firm, as furnished by any
          member  of  the  National  Association  of  Securities  Dealers,  Inc.
          selected  by  the  Company  or,  if  the  shares  of  Common  Stock or
          securities  are  not  publicly  traded,  the Market Price for such day
          shall  be  the  fair  market  value  thereof determined jointly by the
          Company  and  the  Holder  of this Warrant; provided, however, that if
          such  parties are unable to reach agreement within a reasonable period
          of  time,  the  Market  Price shall be determined in good faith by the
          independent  investment  banking  firm selected jointly by the Company
          and  the  Holder  of this Warrant or, if that selection cannot be made
          within  15 days, by an independent investment banking firm selected by
          the  American  Arbitration  Association  in accordance with its rules.

          If  this  Warrant is exercised in part, this Warrant must be exercised
          for  a  number  of whole shares of the Common Stock, and the Holder is
          entitled  to  receive  a new Warrant covering the Warrant Shares which
          have  not  been  exercised and setting forth the proportionate part of
          the  Aggregate  Warrant  Price applicable to such Warrant Shares. Upon
          such  surrender  of  this  Warrant  the  Company  will  (a)  issue  a


<PAGE>
          certificate  or certificates in the name of the Holder for the largest
          number  of  whole shares of the Common Stock to which the Holder shall
          be entitled and, if this Warrant is exercised in whole, in lieu of any
          fractional  share  of  the  Common  Stock to which the Holder shall be
          entitled,  pay to the Holder cash in an amount equal to the fair value
          of  such fractional share (determined in such reasonable manner as the
          Board  of  Directors  of the Company shall determine), and (b) deliver
          the  other  securities  and  properties,  if  any, receivable upon the
          exercise  of  this  Warrant, or the proportionate part thereof if this
          Warrant  is  exercised  in  part,  pursuant  to the provisions of this
          Warrant.

          Each  exercise  of  this Warrant shall be deemed to have been effected
          immediately  prior  to  the  close  of business on the business day on
          which  this  Warrant  shall  have  been  surrendered to the Company as
          provided  in this Section 1, and at such time the person or persons in
          whose  name  or  names  any  certificate or certificates for shares of
          Common  Stock  shall be issuable upon such exercise shall be deemed to
          have  become  the  holder  or  holders  of  record  thereof.

     (b)  The  Company  will, at the time of each exercise of this Warrant, upon
          the  request  of  the  Holder,  acknowledge  in writing its continuing
          obligation  to  afford  to  the  Holder all rights (including, without
          limitation,  any  rights to registration of the shares of Common Stock
          or  other  securities  issued  upon such exercise) to which the Holder
          shall  continue  to be entitled after such exercise in accordance with
          the  terms  of this Warrant, provided that if the Holder shall fail to
          make  any  such  request, such failure shall not affect the continuing
          obligation  of  the  Company  to  afford  such  rights  to the Holder.


2.   Reservation  of  Warrant  Shares;  Listing.
     -------------------------------------------

     The  Company  agrees  that,  prior  to  the expiration of this Warrant, the
     Company will at all times (a) have authorized and in reserve, and will keep
     available,  solely  for  issuance  or  delivery  upon  the exercise of this
     Warrant,  the shares of Common Stock and other securities and properties as
     from  time  to  time shall be receivable upon the exercise of this Warrant,
     free  and  clear of all restrictions on sale or transfer and free and clear
     of  all preemptive or similar contractual rights and (b) keep the shares of
     Common  Stock  receivable  upon the exercise of this Warrant authorized for
     quotation  on  the Nasdaq National Market (or authorized for listing on the
     national securities exchange upon which the Common Stock is then listed, if
     any)  upon  notice  of  issuance.


3.   Protection  Against  Dilution.
     ------------------------------

     (a)  If,  at  any time or from time to time after the date of this Warrant,
          the  Company  shall  issue  or  distribute to the holders of shares of
          Common  Stock,  evidences of its indebtedness, any other securities of
          the  Company  or  any  cash,  property  or  other  assets (excluding a
          subdivision,  combination  or  reclassification,  or  dividend  or
          distribution  payable  in  shares  of  Common  Stock,  referred  to in
          Subsection  3(b),  (any  such  nonexcluded event being herein called a
          "Special  Dividend"), the Per Share Warrant Price shall be adjusted by
          multiplying the Per Share Warrant Price in effect immediately prior to
          the  determination  of  the  shareholders  entitled  to  receive  such


<PAGE>
          distribution  by  a fraction, the numerator of which shall be the then
          current  Market Price of the Common Stock on such record date less the
          fair  market value (as determined in good faith by the Company's Board
          of  Directors)  of  the  evidences  of  indebtedness,  securities  or
          property,  or  other  assets  issued  or  distributed  in such Special
          Dividend  applicable  to one share of Common Stock and the denominator
          of  which  shall be such then current Market Price per share of Common
          Stock.  An  adjustment  made  pursuant  to  this Subsection 3(a) shall
          become effective immediately after the record date of any such Special
          Dividend.

     (b)  In  case  the Company shall hereafter (i) declare a dividend or make a
          distribution  on  its  capital  stock  in shares of Common Stock, (ii)
          subdivide its outstanding shares of Common Stock into a greater number
          of shares, (iii) combine its outstanding shares of Common Stock into a
          smaller  number  of  shares  or  (iv) issue by reclassification of its
          Common Stock any shares of capital stock of the Company, the Per Share
          Warrant  Price  and  the  number  and  kind  of shares of Common Stock
          receivable  upon exercise of this Warrant in effect at the time of the
          record  date  for  such  dividend  or  of  the  effective date of such
          subdivision,  combination or reclassification shall be proportionately
          adjusted  so  that  the Holder of any Warrant upon the exercise hereof
          shall  be  entitled to receive the number and kind of shares of Common
          Stock  or  other  capital  stock of the Company which the Holder would
          have received had it exercised such Warrant immediately prior thereto.
          An  adjustment  made  pursuant  to  this  Subsection 3(b) shall become
          effective  immediately after the record date in the case of a dividend
          or  distribution  and  shall  become  effective  immediately after the
          effective  date  in  the  case  of  a  subdivision,  combination  or
          reclassification.  If,  as  a result of an adjustment made pursuant to
          this Subsection 3(b), the Holder of any Warrant thereafter surrendered
          for  exercise  shall  become entitled to receive shares of two or more
          classes  of  capital stock or shares of Common Stock and other capital
          stock  of  the  Company,  the  Board of Directors (whose determination
          shall  be conclusive and shall be described in a written notice to the
          Holder  of any Warrant promptly after such adjustment) shall determine
          the  allocation  of  the  adjusted  Per Share Warrant Price between or
          among  shares  of  such  classes  of capital stock or shares of Common
          Stock  and  other  capital  stock.

     (c)  In  case  the Company after the date hereof (i) shall consolidate with
          or  merge  into  any  other  entity and shall not be the continuing or
          surviving  corporation  of such consolidation or merger, or (ii) shall
          permit  any other entity to consolidate with or merge into the Company
          and  the  Company  shall be the continuing or surviving entity but, in
          connection  with  such consolidation or merger, the Common Stock shall
          be  changed  into  or  exchanged  for stock or other securities of any
          other  entity  or  cash or any other property, or (iii) shall transfer
          all  or  substantially  all  of  its properties or assets to any other
          entity,  or  (iv)  shall  effect  a  capital  reorganization  or


<PAGE>
          reclassification  of  the  Common  Stock  or  other  securities of the
          Company,  other  than  in  the  cases  referred  to in Subsection 3(b)
          hereof, ((i) - (iv) being collectively referred to as "Transactions"),
          the  Holder of this Warrant shall have the right thereafter to convert
          such  Warrant  into  the  kind and amount of securities, cash or other
          property which he would have received or have been entitled to receive
          immediately  after  such  Transaction  had this Warrant been converted
          immediately prior to the effective date of such Transaction and in any
          such  case,  if necessary, appropriate adjustment shall be made in the
          application of the provisions set forth in this Section 3 with respect
          to  the  rights and interests thereafter of the Holder of this Warrant
          to  the  end  that  the  provisions  set forth in this Section 3 shall
          thereafter  correspondingly  be  made  applicable, as nearly as may be
          reasonable, in relation to any shares of stock or other securities or,
          in  relation  to  any  shares of stock or other securities or property
          thereafter  deliverable  on  the  exercise  of this Warrant. The above
          provisions of this Subsection 3(c) shall similarly apply to successive
          Transactions. The issuer of any shares of stock or other securities or
          property  thereafter deliverable on the exercise of this Warrant shall
          be  responsible  for  all  of  the  agreements  and obligations of the
          Company  hereunder.  Notice  of  any  such  Transaction  and  of  said
          provisions  so  proposed to be made, shall be mailed to the Holders of
          the  Warrants  not  less  than  30  days  prior  to  such  event.

          Notwithstanding the foregoing, if the Holder so designates in a notice
          given  to  the Company on or before the date immediately preceding the
          date  of  the  consummation  of  such Transaction, the Holder shall be
          entitled  to  receive  the highest amount of securities, cash or other
          property  to  which such Holder would actually have been entitled as a
          shareholder if the Holder had exercised this Warrant immediately prior
          to  such  Transaction.

     (d)  No  adjustment in the Per Share Warrant Price shall be required unless
          such  adjustment  would require an increase or decrease of at least 1%
          of  the then existing Per Share Warrant Price; provided, however, that
          any  adjustments  which  by  reason  of  this  Subsection 3(d) are not
          required to be made shall be carried forward and taken into account in
          any subsequent adjustment; provided further, however, that adjustments
          shall  be  required and made in accordance with the provisions of this
          Section  3  (other than this Subsection 3(d)) not later than such time
          as  may  be  required  in  order  to preserve the tax-free nature of a
          distribution  to  the  Holder of this Warrant or Common Stock issuable
          upon  exercise  hereof. All calculations under this Section 3 shall be
          made  to the nearest cent or to the nearest share, as the case may be.
          Anything  in  this  Section  3  to  the  contrary notwithstanding, the
          Company  shall  be  entitled  to make such reductions in the Per Share
          Warrant  Price, in addition to those required by this Section 3, as it
          in  its  discretion shall deem to be advisable in order that any stock
          dividend,  subdivision of shares or distribution of rights to purchase
          stock  or  securities  convertible or exchangeable for stock hereafter
          made  by  the  Company  to  its  shareholders  shall  not  be taxable.

     (e)  In  case  any  event  shall  occur  as to which the provisions of this
          Section  3  are  not  strictly  applicable but the failure to make any
          adjustment would not fairly protect the purchase rights represented by
          this Warrant in accordance with the essential intent and principles of
          such  sections,  then,  in each such case, the Company shall appoint a
          firm  of  independent  certified  public  accountants  of  recognized


<PAGE>
          national  standing (which may be the regular auditors of the Company),
          which shall give their opinion upon the adjustment, if any, on a basis
          consistent  with  the  essential  intent and principles established in
          this  Section 3, necessary to preserve, without dilution, the purchase
          rights  represented by this Warrant. Upon receipt of such opinion, the
          Company  will  promptly  mail  a  copy  thereof  to the holder of this
          Warrant  and  shall  make  the  adjustments  described  therein.

     (f)  Whenever  the  Per Share Warrant Price is adjusted as provided in this
          Section  3  and  upon  any  modification  of the rights of a Holder of
          Warrants in accordance with this Section 3, the Company shall promptly
          provide  a  certificate  of the chief financial officer of the Company
          setting  forth  the  Per Share Warrant Price and the number of Warrant
          Shares  after  such  adjustment  or the effect of such modification, a
          brief statement of the facts requiring such adjustment or modification
          and  the  manner  of  computing  the  same  and  cause  copies of such
          certificate  to  be  mailed  to  the  Holders  of  the  Warrants.

     (g)  If the Board of Directors of the Company shall declare any dividend or
          other distribution with respect to the Common Stock, the Company shall
          mail  notice  thereof  to the Holders of the Warrants not less than 15
          days  prior  to  the  record  date  fixed for determining shareholders
          entitled  to  participate  in  such  dividend  or  other distribution.


4.   Fully  Paid  Stock;  Taxes.
     ---------------------------

     The  Company  will take all such actions as may be necessary to assure that
     the  shares  of  the Common Stock represented by each and every certificate
     for  Warrant Shares delivered on the exercise of this Warrant shall, at the
     time  of  such  delivery, be validly issued and outstanding, fully paid and
     nonassessable,  and  not subject to preemptive rights, and the Company will
     take all such actions as may be reasonably necessary to assure that the par
     value  or  stated  value,  if  any, per share of the Common Stock is at all
     times  equal  to or less than the then Per Share Warrant Price. The Company
     further  covenants  and  agrees that it will pay, when due and payable, any
     and  all Federal and state stamp, original issue or similar taxes which may
     be  payable  in  respect  of  the issue of any Warrant Share or certificate
     therefor.


5.   Registration  under  Securities  Act  of  1933.
     -----------------------------------------------

     (a)  Demand  Registration.  Upon  the  request  of  holders  of Warrants or
          --------------------
          Warrant  Shares representing a majority of the Warrant Shares issuable
          upon  exercise  of  this  Warrant, the Company agrees that the Company
          will  use  its  best  efforts to file, within 60 days of such request,
          under  the  Securities  Act  of  1933  (the  "Act"),  as  amended,  a
          registration  statement  under  the  Act  covering  the Warrant Shares
          issuable  upon  the  exercise  of  this  Warrant  (the  "Registration
          Statement").  The  Company  will  use  its  best  efforts to cause the
          Registration  Statement  to  become  effective  as  of  the  soonest


<PAGE>
          practicable date following the date of filing and the Company will (i)
          take  all  other  action  necessary  under any Federal or state law or
          regulation  of any governmental authority to permit all Warrant Shares
          to  be  sold  or otherwise disposed of, (ii) prepare and file with the
          Securities  and Exchange Commission such amendments and supplements to
          the  Registration  Statement  and  the  prospectus  used in connection
          therewith  as  may  be  necessary  to  keep the Registration Statement
          effective  until  all Warrant Shares have been issued pursuant thereto
          and for a period of two years after effectiveness, (iii) maintain such
          compliance  with each such Federal and state law and regulation of any
          governmental authority for the period necessary for the Holder or such
          Holders to effect the proposed sale or other disposition. All expenses
          incurred  by  the  Company  or  the  Holders  in  connection  with any
          registration  or  other  action  pursuant  to  the  provisions of this
          Section  5(a)  shall  be  paid  by  the  Holders.

     (b)  Incidental  Registration.  If  the  Company  at  any  time proposes to
          -----------------------
          register any of its securities under the Securities Act (other than by
          a  registration  on  Form S-4 or S-8 or any successor or similar forms
          and  other than pursuant to Section 5(a)), whether or not for sale for
          its  own account, it will each such time give prompt written notice to
          the  Holder  or Holders of its intention to do so and of such Holder's
          rights  to  register  the  Common Stock issuable upon exercise of this
          Warrant  (together with all other Common Stock pursuant to which there
          are  registration  rights  outstanding on the date hereof or after the
          date  hereof, the "Registrable Securities") under this Section 5. Upon
          the  written  request  of  any  Holder  made  within 20 days after the
          receipt  of any such notice (which request shall specify the number of
          shares  intended  to  be  disposed  of  by the Holder and the intended
          method of disposition thereof), the Company will, subject to the terms
          of  this  Agreement,  use  its best efforts to effect the registration
          under the Act of all Registrable Securities which the Company has been
          so  requested  to  register  by  the  Holders  thereof,  to the extent
          required  to  permit the disposition of such Registrable Securities so
          to  be  registered, by inclusion of such Registrable Securities in the
          Registration  Statement  which covers the securities which the Company
          proposes  to  register,  provided  that  if,  at any time after giving
          written  notice  of its intention to register any securities and prior
          to  the  effective  date  of  the  registration  statement  filed  in
          connection with such registration, the Company shall determine for any
          reason  either  not  to  register  or  to  delay  registration of such
          securities,  the  Company may, at its election, give written notice of
          such determination to each Holder and, thereupon, (i) in the case of a
          determination  not to register, shall be relieved of its obligation to
          register  any  Registrable  Securities  in  connection  with  such
          registration  (but  not  from  its  obligation to pay the registration
          expenses  in connection therewith), without prejudice, however, to the
          rights  of  any  holder  or  holders  of  such  Registrable Securities
          entitled  to  do so to request that such registration be effected as a
          registration  under  Section 5(a) pursuant to the terms and conditions


<PAGE>
          set  forth  herein,  and  (ii)  in  the case of determination to delay
          registering,  shall  be permitted to delay registering any Registrable
          Securities  of  a  Holder,  for  the  same  period  as  the  delay  in
          registering  the  other  securities  to be registered. No registration
          effected  under  this  Section  5(b)  shall relieve the Company of its
          obligation to effect any registration upon request under Section 5(a),
          nor  shall  any  such  registration  hereunder  be deemed to have been
          effected  pursuant  to  Section  5(a).

          If  a  registration  pursuant  to  this  Section  5(b)  involves  an
          underwritten  offering  to  be  distributed  by or through one or more
          underwriters  of  recognized  standing  under  underwriting  terms
          appropriate for such a transaction, and if the managing underwriter of
          such  underwritten  offering  shall  inform  the  Company  and Holders
          requesting  registration by letter of its belief that the distribution
          of  all  or  a  specified  number  of  such  Registrable  Securities
          concurrently  with  the  securities  being  distributed  by  such
          underwriters  would  materially interfere with successful marketing of
          the securities being distributed by such underwriters (such writing to
          state  the  basis  of  such  belief and the approximate number of such
          Registrable  Securities which may be distributed without such effect),
          then  the  Company  may,  upon  written  notice  to all Holders of all
          Registrable  Securities,  reduce pro rata (if and to the extent stated
          by such managing underwriter to be necessary to eliminate such effect)
          the  number  of  such Registrable Securities the registration of which
          shall  have been requested by each Holder of Registrable Securities so
          that  the resultant aggregate number of such Registrable Securities so
          included  in  such registration shall be equal to the number of shares
          stated  in  such  managing  underwriter's  letter.

     (c)  The  Company  shall, upon the filing of the Registration Statement (i)
          furnish to each Holder of any Warrant Shares (and to each underwriter,
          if  any, of such Warrant Shares) such number of copies of prospectuses
          and  preliminary  prospectuses  in conformity with the requirements of
          the  Act  and  such  other  documents  as  such  Holder may reasonably
          request,  in  order to facilitate the public sale or other disposition
          of  all  or  any  of  the Warrant Shares; (ii) use its best efforts to
          register  or  qualify  such Warrant Shares under the blue sky laws (to
          the  extent  applicable)  of such jurisdiction or jurisdictions as the
          Holders  of  any  such  Warrant Shares and each underwriter of Warrant
          Shares  being sold by such Holders shall reasonably request; provided,
                                                                       --------
          that the Company shall not be required in connection therewith or as a
          condition  thereto to qualify to do business or file a general consent
          to  service  of  process in any such states or jurisdictions and (iii)
          take such other actions as may be reasonably necessary or advisable to
          enable  such  Holders  and such underwriters to consummate the sale or
          distribution  in  such  jurisdiction  or  jurisdictions  in which such
          Holders  shall  have  reasonably  requested that the Warrant Shares be
          sold.

     (d)  The  Company  shall  pay  all expenses incurred in connection with any
          registration  or  other  action  pursuant to the provisions of Section
          5(b),  other  than  underwriting  discounts  and  commissions,  and
          applicable  transfer  taxes  relating to the Warrant Shares, but shall
          not  pay  any expenses incurred in connection with any registration or


<PAGE>
          other  action pursuant to the provisions of Section 5(a), all of which
          expenses  shall  be  paid  by  the  Holders  pursuant to Section 5(a).

     (e)  It shall be a condition precedent to the obligations of the Company to
          take  any  action  pursuant  to  this  Section  5  with respect to the
          Registrable  Securities  of  any  selling Holder that each such Holder
          shall  furnish  to  the Company such information regarding itself, the
          Registrable  Securities  held  by  it,  and  the  intended  method  of
          disposition  of  such  securities  as  shall be required to effect the
          registration  of  such  Holder's  Registrable  Securities.

     (f)  In connection with any offering involving an underwriting of shares of
          the  Company's  capital  stock,  the  Company shall not be required to
          include  any  of  the  Holders' securities in such underwriting unless
          such Holder accepts and becomes party to the terms of the underwriting
          as  agreed  upon  between the Company and the underwriters selected by
          the  Company (or such other parties as provided herein), and then only
          in  such  quantity  as  the  underwriters  determine  in  their  sole
          discretion  will  not  jeopardize  the  success of the offering by the
          Company.  In  addition,  all  Holders requesting to be included in the
          Company's  registration  must sell their Registrable Securities on the
          same  terms and conditions as the Company and other holders requesting
          registration.

     (g)  No  Holder  shall  have  any  right  to  obtain  or seek an injunction
          restraining  or otherwise delaying any such registration as the result
          of any controversy that might arise with respect to the interpretation
          or  implementation  of  this  Section  5.

     (h)  The  Company  agrees  to indemnify and hold harmless each Holder, each
          person  who  participates as an underwriter in the offering or sale of
          the  Warrant  Shares,  their officers, directors, partners, employees,
          agents,  and  counsel,  and each person, if any, who controls any such
          person within the meaning of Section 15 of the Act or Section 20(a) of
          the  Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          against  any  losses, claims, damages, liabilities and expenses (which
          shall  include, for all purposes of this paragraph, but not be limited
          to,  reasonable  attorneys'  fees  and  any and all expense whatsoever
          incurred  in  investigating,  preparing,  or  defending  against  any
          litigation,  commenced or threatened, or any claim whatsoever, and any
          and  all amounts paid in settlement of any claim or litigation), joint
          or several, to which such persons may become subject under the Act, or
          otherwise,  insofar  as  such losses, claims, damages, liabilities and
          expenses  (or  actions  in  respect thereof) arise out of or are based
          upon  (i)  any  untrue  statement  or  alleged  untrue  statement of a
          material  fact contained (a) in any registration statement, prospectus
          subject  to  completion,  or  final  prospectus  (as from time to time
          amended  and  supplemented),  or  any amendment or supplement thereto,
          relating  to  the  sale  of  any  of  the Warrant Shares or (b) in any
          application  or  other  document  or  communication (in this paragraph
          collectively  called an "application") executed by or on behalf of the
          Company or based upon written information furnished by or on behalf of
          the  Company filed in any jurisdiction in order to register or qualify
          any  of  the  Warrant  Shares  under  the  securities or blue sky laws


<PAGE>
          thereof  or  filed  with the Securities and Exchange Commission or any
          securities  exchange;  or  any omission or alleged omission to state a
          material  fact  required to be stated therein or necessary to make the
          statements  therein  not misleading, unless such statement or omission
          was  made  in reliance upon and in conformity with written information
          furnished  to  the Company with respect to the Holder or any holder of
          any of the Warrant Shares by or on behalf of such person expressly for
          inclusion  in  any  registration  statement,  prospectus  subject  to
          completion,  or  final  prospectus,  or  any  amendment  or supplement
          thereto, or in any application, as the case may be, or (ii) any breach
          of any representation, warranty, covenant, or agreement of the Company
          contained  in this Warrant. The foregoing agreement to indemnify shall
          be  in  addition  to  any  liability  the  Company may otherwise have,
          including  liabilities  arising  under  this  Warrant.

          If  any  action is brought against any Holder or any holder of Warrant
          Shares  or any of its officers, directors, partners, employees, agents
          or  counsel  or  any  controlling  person of such person in respect of
          which  indemnity  may  be  sought  against the Company pursuant to the
          foregoing  paragraph  ("indemnified party"), such indemnified party or
          parties  shall  promptly  notify  the  Company  in  writing  of  the
          institution  of  such  action  (but the failure so to notify shall not
          relieve the Company from any liability it may have under the preceding
          paragraphs  except  to  the  extent  that  the  Company  is  actually
          prejudiced  by  such  failure).  In  case  any  such action is brought
          against  any indemnified party, and it notifies the indemnifying party
          of  the  commencement thereof, the indemnifying party will be entitled
          to  participate  therein  and, to the extent that it may wish, jointly
          with  any  other  indemnifying party similarly notified, to assume the
          defense  thereof,  with  counsel  reasonably  satisfactory  to  such
          indemnified  party;  provided,  however, that if the defendants in any
          such  action  include  both the indemnified party and the indemnifying
          party  and  the indemnified party shall have reasonably concluded that
          there  may  be one or more legal defenses available to it and/or other
          indemnified  parties  which  are different from or additional to those
          available  to the indemnifying party, the indemnifying party shall not
          have  the right to direct the defense of such action on behalf of such
          indemnified  party  or  parties  and such indemnified party or parties
          shall  have the right to select separate counsel to defend such action
          on  behalf of such indemnified party or parties. After notice from the
          indemnifying  party  to  such  indemnified party of its election so to
          assume  the  defense thereof and approval, which approval shall not be
          unreasonably  withheld, by such indemnified party of counsel appointed
          to  defend  such  action, the indemnifying party will not be liable to
          such  indemnified  party  under  this paragraph for any legal or other
          expenses,  unless  (i)  the  indemnified  party  shall  have  employed
          separate  counsel  in  accordance  with  the  proviso  in the previous
          sentence  (it  being understood, however, that in connection with such
          action  the indemnifying party shall not be liable for the expenses of
          more  than  one separate counsel (in addition to local counsel) in any
          one  action  or separate but substantially similar actions in the same
          jurisdiction  arising  out  of  the  same  general  allegations  or


<PAGE>
          circumstances, representing the indemnified parties who are parties to
          such  action or actions) or (ii) the indemnifying party has authorized
          the  employment of counsel for the indemnified party at the expense of
          the  indemnifying party. After such notice from the indemnifying party
          to  such  indemnified party, the indemnifying party will not be liable
          for  the  costs and expenses of any settlement of such action effected
          by  such  indemnified  party  without  the consent of the indemnifying
          party,  which  consent  will not be unreasonably withheld, unless such
          indemnifying  party  waived  its  rights under this paragraph in which
          case  the  indemnified party may effect such a settlement without such
          consent.  No  indemnifying  party  shall,  without  the consent of the
          indemnified  party, consent to the settlement of any such action which
          does  not  include  as an unconditional term thereof the giving by the
          claimant  or  plaintiff  to  such  indemnified  party an unconditional
          release  from  all  liability  in  respect  of  such  action.

          The  Holder  agrees  to  indemnify and hold harmless the Company, each
          director  of  the  Company, each officer of the Company who shall have
          signed any registration statement covering Warrant holder's Securities
          held  by  the  Holder, and each other person, if any, who controls the
          Company  within  the meaning of Section 15 of the Act or Section 20(a)
          of the Exchange Act to the same extent as the foregoing indemnity from
          the  Company to the Holder as provided above, but only with respect to
          statements  or  omissions, if any, made in any registration statement,
          prospectus subject to completion, or final prospectus (as from time to
          time  amended  and  supplemented),  or  any  amendment  or  supplement
          thereto,  or  in any application, in each case in reliance upon and in
          conformity  with  written  information  furnished  to the Company with
          respect  to  the  Holder  by  or on behalf of the Holder expressly for
          inclusion  in  any  such registration statement, prospectus subject to
          completion,  or  final  prospectus,  or  any  amendment  or supplement
          thereto,  or  in  any  application,  as the case may be. If any action
          shall  be  brought  against  the  Company  or  any  other  person  so
          indemnified  based  on  any  such  registration  statement, prospectus
          subject  to  completion,  or  final  prospectus,  or  any amendment or
          supplement  thereto,  or  in  any application, and in respect of which
          indemnity may be sought against the Holder pursuant to this paragraph,
          the  Holder shall have the rights and duties given to the Company, and
          the Company and each other person so indemnified shall have the rights
          and  duties given to the indemnified parties, by the provisions of the
          preceding  paragraph.


          To  provide for just and equitable contribution, if (i) an indemnified
          party  makes  a  claim  for  indemnification pursuant to the preceding
          paragraphs  (subject  to the limitations thereof) but it is found in a
          final judicial determination, not subject to further appeal, that such
          indemnification  may  not  be  enforced in such case, even though this
          Agreement expressly provides for indemnification in such case, or (ii)
          any  indemnified  or  indemnifying  party seeks contribution under the
          Act,  the  Exchange  Act or otherwise, then the Company (including for
          this  purpose any contribution made by or on behalf of any director of
          the  Company,  any  officer  of  the  Company  who  signed  any  such


<PAGE>
          registration statement, and any controlling person of the Company), as
          one entity, and the Holder and any holder of any of the Warrant Shares
          included  in  such  registration  in the aggregate (including for this
          purpose  any contribution by or on behalf of an indemnified party), as
          a  second entity, shall contribute to the losses, liabilities, claims,
          damages,  and expenses whatsoever to which any of them may be subject,
          on the basis of relevant equitable considerations such as the relative
          fault  of  the Company and the Holder or any such holder in connection
          with  the  facts  which  resulted in such losses, liabilities, claims,
          damages,  and  expenses.  The relative fault, in the case of an untrue
          statement,  alleged  untrue  statement,  omission or alleged omission,
          shall  be  determined  by, among other things, whether such statement,
          alleged  statement,  omission,  or  alleged  omission  relates  to
          information supplied by the Company, by the Holder or by any holder of
          Warrant  Shares  included  in  such  registration,  and  the  parties'
          relative  intent, knowledge, access to information, and opportunity to
          correct  or  prevent  such  statement, alleged statement, omission, or
          alleged  omission.  The  Company and the Holder agree that it would be
          unjust  and  inequitable  if the respective obligations of the Company
          and  the  Holder  for  contribution were determined by pro rata or per
          capita  allocation  of  the  aggregate  losses,  liabilities,  claims,
          damages,  and  expenses  (even if the Holder and the other indemnified
          parties  were  treated as one entity for such purpose) or by any other
          method  of  allocation  that  does  not  reflect  the  equitable
          considerations  referred  to  in this paragraph. No person guilty of a
          fraudulent  misrepresentation  (within the meaning of Section 11(f) of
          the  Act) shall be entitled to contribution from any person who is not
          guilty  of  such  fraudulent  misrepresentation.  For purposes of this
          paragraph,  each person, if any, who controls the Holder or any holder
          of  any of the Warrant Shares, within the meaning of Section 15 of the
          Act  or  Section 20(a) of the Exchange Act and each officer, director,
          partner,  employee,  agent and counsel of each such person, shall have
          the  same  rights  to  contribution as such person and each person, if
          any,  who controls the Company within the meaning of Section 15 of the
          Act  or Section 20(a) of the Exchange Act, each officer of the Company
          who  shall  have signed any such registration statement, each director
          of  the  Company,  and its or their respective counsel, shall have the
          same  rights  to  contribution as the Company, subject in each case to
          the  provisions  of  this paragraph. Anything in this paragraph to the
          contrary  notwithstanding,  no  party shall be liable for contribution
          with respect to the settlement of any claim or action effected without
          its written consent. This paragraph is intended to supersede any right
          to  contribution  under  the  Act,  the  Exchange  Act,  or otherwise.

     (i)  In  connection  with a public offering of the Company's securities and
          upon request of the Company or the underwriters managing such offering
          of  the Company's securities, each Holder agrees not to sell, make any
          short  sale  of,  loan,  grant  any  option  for  the  purchase of, or
          otherwise  dispose  of any securities of the Company (other than those
          included  in  the  registration  or  those  acquired  in  open-market
          acquisitions  following  a  public offering) without the prior written
          consent  of  the Company or such underwriters, as the case may be, for


<PAGE>
          such  period  of  time  prior  to and after the effective date of such
          registration  as  may  be  requested  by  the Company or such managing
          underwriters  and  to execute an agreement reflecting the foregoing as
          may  be  requested  by  the  underwriters  at  the time of such public
          offering.

          The  obligations  described in this subsection (i) shall apply only if
          all executive officers and directors of the Company enter into similar
          agreements  for  the  time period applicable to each Holder, and shall
          not apply to a registration relating solely to employee benefit plans,
          or to a registration relating solely to a transaction pursuant to Rule
          145  under  the  Securities  Act.

          In  order  to  enforce the foregoing covenants, the Company may impose
          stop-transfer  instructions  with  respect  to  the securities of each
          Holder  (and  the  securities  of  every  other  Person subject to the
          restrictions  in  this  subsection  (i).

          Each  Holder  agrees  that  it  will  not transfer this Warrant or the
          Warrant Shares unless each transferee agrees in writing to be bound by
          all  of  the  provisions  of  this subsection (i), provided, that this
          subsection (i) shall not apply to transfers pursuant to a registration
          statement.

     (j)  The Company shall not be obligated to effect, or to take any action to
          effect,  any  registration  pursuant to Section 5(a) after the Company
          has  effected  one  (1)  registration  pursuant  to  Section  5(a).


     (k)  The  Company shall not be obligated to effect or to take any action to
          effect  any  registration  pursuant  to  Section  5(a)  or 5(b) if the
          Registrable  Securities  requested  to  be  registered  by the Holders
          requesting  such  registration  may be sold or transferred pursuant to
          Rule 144(k) of the Act; provided, however, that this restriction shall
          not  apply in the event the registration to be effected by the Company
          involves an underwritten offering and the Holder requests registration
          of  its  Registrable  Securities  pursuant  to  Section  5(b)  hereof.


6.   Loss,  etc.,  of  Warrant.
     --------------------------

     Upon  receipt  of  evidence satisfactory to the Company of the loss, theft,
     destruction  or  mutilation  of  this  Warrant, and of indemnity reasonably
     satisfactory  to  the  Company,  if  lost,  stolen  or  destroyed, and upon
     surrender and cancellation of this Warrant, if mutilated, the Company shall
     execute  and  deliver  to  the Holder a new Warrant of like date, tenor and
     denomination.


7.   Warrant  Holder  Not  Shareholder.
     ----------------------------------

     Except  as otherwise provided herein, this Warrant does not confer upon the
     Holder  any  right  to  vote  or  to  consent  to  or  receive  notice as a
     shareholder  of the Company, as such, in respect of any matters whatsoever,
     or  any other rights or liabilities as a shareholder, prior to the exercise
     hereof.



<PAGE>
8.   Amendment.
     ----------

     These  Warrants  may  be  amended  only  by written mutual agreement of the
     Company  and  the  Holders  of a majority of the then outstanding Warrants.


9.   Communication.
     --------------

     No  notice  or  other  communication  under this Warrant shall be effective
     unless,  but any notice or other communication shall be effective and shall
     be  deemed  to  have been given if, the same is in writing and is mailed by
     first-class  mail,  postage  prepaid,  addressed  as  set  forth  below.


     If  to  the  Company:            LifeCell  Corporation
     ---------------------            1  Millennium  Way
                                      Branchburg,  New  Jersey  08876
                                      Attn:  Corporate  Secretary

     or  such  other  address  as  the  Company has designated in writing to the
     Holder.

     If  to  the  Holder:             Prudential  Securities  Incorporated
     --------------------             1751  Lake  Cook  Road
                                      Deerfield,  Illinois  60015
                                      Attention: Chairman and Chief Executive
                                                 Officer

     or  such  other  address  as  the  Holder  has designated in writing to the
     Company.


10.   Headings.
      ---------

     The  headings of this Warrant have been inserted as a matter of convenience
     and  shall  not  affect  the  construction  hereof.


11.  Applicable  Law.
     ----------------

     This Warrant shall be governed by and construed in accordance with the laws
     of  the  State  of  Delaware  without  giving  effect  to the principles of
     conflicts  of  laws  thereof.


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

     Subject  to  compliance  with federal and state securities laws, the Holder
     may  assign  or transfer this Warrant in whole or in part by completing and
     delivering  to  the  Company  the  applicable  document of assignment, duly
     executed,  in  the  form  attached  hereto.  Upon  any  such  assignment or
     transfer, the term "Holder" shall be deemed to include any such assignee or
     transferee  of  the  original  Holder.


<PAGE>
13.  Severability.
     -------------

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


<PAGE>
     IN  WITNESS  WHEREOF,  LifeCell  Corporation  has caused this Warrant to be
signed  by  its  Chief Executive Officer and attested by its Secretary this 31st
day  of  October,  2000.

                                       LIFECELL  CORPORATION


                                       By:  /s/  Paul  G.  Thomas
                                            ------------------------
                                            Name:  Paul  G.  Thomas
                                            Title: President  &  CEO


ATTEST:


/s/  Steven T. Sobieski
------------------------------
Secretary:  Steven T. Sobieski


<PAGE>
                                  SUBSCRIPTION


The  undersigned,  ___________________,  pursuant  to  the  provisions  of  the
foregoing Warrant, hereby agrees to subscribe for and purchase _______ shares of
the  Common  Stock  of  LifeCell  Corporation covered by said Warrant, and makes
payment  therefor  in  full  at  the  price  per share provided by said Warrant.


Dated:  ____________________               Signature:___________________________
                                           Address:  ___________________________
                                                     ___________________________


<PAGE>
                                   ASSIGNMENT


FOR  VALUE  RECEIVED _______________ hereby assigns and transfers unto _________
_______________________  the foregoing Warrant and all rights evidenced thereby,
and  does  irrevocably  constitute  and  appoint  _______________,  attorney, to
transfer  said  Warrant  on  the  books  of  LifeCell  Corporation.


Dated:  ____________________               Signature:___________________________
                                           Address:  ___________________________
                                                     ___________________________


<PAGE>
                               PARTIAL ASSIGNMENT


FOR  VALUE  RECEIVED  _______________  hereby  assigns  and  transfers  unto
_____________  the  right  to  purchase __________ shares of the Common Stock of
LifeCell  Corporation by the foregoing Warrant, and a proportionate part of said
Warrant  and  the  rights  evidenced hereby, and does irrevocably constitute and
appoint  _____________,  attorney,  to transfer that part of said Warrant on the
books  of  LifeCell  Corporation.


Dated:  ____________________               Signature:___________________________
                                           Address:  ___________________________
                                                     ___________________________


<PAGE>
</TEXT>
</DOCUMENT>
