LIFECELL CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

     THIS DIRECT LOAN AGREEMENT dated as of June 9, 2000, by and between the NEW
JERSEY ECONOMIC DEVELOPMENT AUTHORITY (the "Authority"), a public body corporate
and  politic  Constituting  an  instrumentality  of  the State of New Jersey and
LIFECELL  CORPORATION a corporation organized and existing under the laws of the
State  of  Delaware  (the  "Borrower")


                               IT IS AGREED THAT:


     Section  1.  THE  LOAN. The Authority agrees on the terms and conditions of
                  ---------
this  Direct  Loan  Agreement to make a loan (the "Loan") to the Borrower in the
principal  amount  of  FIVE  HUNDRED  THOUSAND DOLLARS ($500,000) to finance the
purchase of equipment (the "Project") located at One Millennium Way, Branchburg,
New  Jersey  (the  "Project  Facility")

     Section  2.  THE NOTE. The  Loan  shall  be  evidenced by a Promissory Note
                  --------
substantially  in  the form attached as Exhibit "A" (the "Note"). The Loan shall
be  repaid over a term of three (3) years as provided in the Note and shall bear
interest on the unpaid principal balance from the date of the Note until payment
in  full  of  the entire principal amount, at a rate of six and one-half percent
(6-1/2%)  per annum. The Borrower may prepay the Note in whole at any time or in
part  on  any payment date without penalty. Partial prepayments shall be applied
to  the  last  maturing  payments  due  on  the  Note,  shall  be in one or more
increments  of the monthly amount due on principal, shall not extend or postpone
the due date of any subsequent monthly installment or change the amounts of such
installments  unless  the  holder of the Note shall otherwise expressly agree in
writing.  There  shall  be  due  and owing by the Borrower a rate charge of five
percent  (5%) of any monthly payment on any such payment which is seven (7) days
or  more  past  due.  However,  in  the  event  that  this  late charge is found
unenforceable  by  a  court of law, the Borrower shall pay actual damages to the
Authority  which  shall  include  but  not  be limited to the loss of use of the
delinquent  payment(s) and administrative costs in monitoring the default by the
Borrower.  Administrative  costs  include  but  are  not limited to attempts to.
contact  the  Borrower  via  written  and  letter correspondence, generating and
reviewing the delinquency reports, evaluating the delinquent account, evaluating
the  credit file, entering relevant information into the Authority's file and/or
computer,  relaying  information  to  management  and  different  departments,
notifying  and  reporting  to  management  and  different  departments.


<PAGE>
                                        2

     Section  3.  SECURITY.  As  security for the Note, and for any other loans,
                  --------
advances,  credits,  indebtedness,  obligations  and  liabilities of any kind of
Borrower  to  the  Authority,  now  or  hereafter  existing, whether absolute or
contingent, due or to become due, direct or indirect, liquidated or unliquidated
and  however  incurred or arising, the Borrower hereby grants to the Authority a
continuing  security  interest  in  all personal property excluding intellectual
property  of  the  Borrower  (hereinafter  the  "Collateral")  including but not
limited  to  the  following:

     (a)     all  accounts  now existing or hereafter created or acquired by the
Borrower  including, but not limited to; any and all accounts receivable, notes,
drafts,  acceptances,  checks  or  other  commercial  paper evidencing same; all
returned, replevened and repossessed goods; all guarantees, securities and liens
for  the  payment  of  such  accounts  or commercial paper; all right, title and
interest  of  Borrower  in  the  Collateral,  which  give  rise to any accounts,
including  the  right  of  stoppage  in  transit,  and  all  contract  rights;

     (b)     all  inventory  of  every  nature,  kind  and  description wherever
located  now owned or hereafter acquired by Borrower, including, but not limited
to,  farm  products,  raw  materials,  work, work in process, finished goods and
materials and goods in transit consisting of all of the products of the Borrower
and  all  goods returned or reclaimed from customer by Borrower and any proceeds
thereof  of  all  the  above;

     (c)     all  machinery  and equipment of every nature, kind and description
wherever located now owned by the Borrower or hereafter acquired whether affixed
to  realty  or  not including without limitation, any and all present and future
accretions, additions, replacements, substitutions, improvements and accessories
relating  thereto  or  used  in  connection  therewith and all proceeds thereof;

     (d)     all furniture, fixtures and leasehold improvements now owned and/or
hereafter  acquired;

     (e)     all  goods, instruments, documents of title, policies, certificates
of  insurance,  securities,  chattel  paper,  deposits,  special  deposits, farm
products  or  any other property or asset now owned or hereafter acquired by the
Borrower  or  in  which  it  has  an  interest;  and

     (f)     all attachments, accessions, interest, proceeds and products of all
of  the  above  including  without  limitation,  any insurance proceeds thereof.

     This  Direct Loan Agreement shall be deemed a security agreement creating a
security  interest  on  behalf  of  the  Authority  in  said  Collateral.


<PAGE>
                                        3

     Section  4.  DISBURSEMENT  OF  THE LOAN. The Loan shall be disbursed by the
                  --------------------------
Authority  upon  receipt  of  the  following:

     (a) requisition of the form attached as Exhibit "B" signed by an authorized
representative  of  the  Borrower  stating  the  name  of  the  person,  firm or
corporation  to  whom  payment  is  to  be  made  and  the  amount  to  be paid;

     (b) all documents, searches, opinions, evidence of insurance and guarantees
as  required  by the Authority commitment letter dated January 28, 2000 attached
as  Exhibit  "C."

     Notwithstanding  anything  herein to the contrary, Borrower understands and
agrees  the Authority shall be under no obligation to make any disbursement with
respect to which a requisition has been submitted by Borrower if, at the time of
said  submission,  Borrower  is  in default under Section 17 of this Direct Loan
Agreement.

     Section  5.  INSURANCE.  The  Borrower agrees to insure the Collateral with
                  ---------
insurance  companies  licensed to do business in New Jersey in such a manner and
against  such  loss,  damage and liability to third parties as is customary with
companies in the same or similar business. The Borrower shall at all times carry
general liability insurance with companies licensed to do business in New Jersey
in  amounts  approved  by  the  Authority and naming the Authority as additional
insured.  With  respect to the Collateral, the Borrower shall carry at all times
with  companies  licensed  to  do  business in New Jersey full extended coverage
fire,  theft  and  hazard insurance in an amount approved by the Authority. Such
extended  coverage  shall  name  the Authority as lender's loss payee, and shall
contain  a  provision that such policy may not be canceled or materially altered
except upon at least fifteen (15) days written notice to the Authority and shall
not contain a provision for deductible amounts greater than $5,000. In the event
of  loss  or  damage  to  any  portion  of  the  Collateral, the proceeds of any
insurance  shall  be  deposited  with  the Authority and applied as set forth in
Section 6. At least ten (10) days prior to the expiration of any such policy the
Borrower  shall  furnish evidence satisfactory to the Authority that such policy
has  been  renewed  or  replaced  or  is  no longer required by this Direct Loan
Agreement.

     At  all  times  during the term of this Direct Loan Agreement, the Borrower
shall  comply  with  the  laws  of  New Jersey relating to Worker's Compensation
Insurance.


<PAGE>
                                        4

     Section  6.  DAMAGE.  DESTRUCTION  AND  CONDEMNATION.
                  ---------------------------------------

     (a)  If  the  Project Facility or the Collateral shall be damaged or either
partially  or totally destroyed or if title to or the temporary use of the whole
or  any  part of the Project Facility shall be taken or condemned by a competent
authority  for  any  public  use  or  purpose,  there  shall  be no abatement or
reduction  in  the  amounts  payable  by  the  Borrower  under  this Direct Loan
Agreement  or  under  the  Note.

     (b)     In  the  event  of any damage, destruction, taking or condemnation,
the  proceeds  from  any insurance or condemnation award shall be deposited with
the  Authority  and applied to the payment of any amounts due on the Loan unless
the  Borrower and the Authority shall agree to apply the proceeds to the repair,
reconstruction,  replacement  or  relocation  of  the  Collateral.

     Section  7.     FINANCIAL  STATEMENTS.     The  Borrower  agrees  to
                     ----------------------
furnish  to  the  Authority:

     (a)     within  120  days of the end of each fiscal year, audited financial
statements  for the Borrower prepared by an independent accountant acceptable to
the  Authority;

     (b)     within  45  days  of  the end of each quarter, quarterly management
prepared  financial  statements  for  the  Borrower;  and

     (c)     deliver  to  the  Authority  concurrently  with  the annual audited
financial  statements,  a  certificate  of  the  Borrower  stating  that:

     (i)     all  taxes, assessments and charges which have become due have been
             paid or  specifying  which  have  not  been  paid and  stating  why
             they remain so; and

     (ii)    the  Borrower  has not failed to comply with any obligations  under
             this Direct  Loan  Agreement  or specifying any  such  failure  and
             the reasons for such failure.

     Section  8.  REPRESENTATIONS AND WARRANTIES BYTHE BORROWER. Borrower hereby
                  ---------------------------------------------
makes  the  following representations and warranties and acknowledges and agrees
that  each  and  every one of the following representations and warranties shall
survive  closing and shall continue for as long as the Loan remains outstanding:

     (a)     The  Borrower  has  been  duly  organized  and  validly exists as a
corporation  under  the  laws  of the State of Delaware, has power to enter into
this  Direct  Loan  Agreement and the Note evidencing the debt obligation of the
Borrower  to the Authority hereunder and has authorized the taking of all action
necessary  to carry out and give effect to the transactions contemplated by this
Direct  Loan  Agreement.


<PAGE>
                                        5

     (b)     There  is no action or proceeding pending or threatened against the
Borrower  before  any court or administrative agency that might adversely affect
the  ability  of  the Borrower to perform its obligations under this Direct Loan
Agreement  and all authorizations, consents and approvals of governmental bodies
or  agencies,  required  in  connection  with  the performance of the Borrower's
obligations  hereunder have been obtained and will be obtained whenever required
hereunder  or  by  law.

     (c)     Neither  the  execution and delivery of this Direct Loan Agreement,
the consummation of the transactions contemplated hereby, nor the fulfillment of
or  compliance  with  the  terms and conditions of this Direct Loan Agreement is
prevented,  limited  by, or conflicts with or results in a breach of, the terms,
conditions,  or  provisions  of  any  corporate  restrictions or any evidence of
indebtedness,  agreement  or instrument of whatever nature to which the Borrower
is  now  a  party or by which it is bound, or constitutes a default under any of
the  foregoing.

     (d)     All  tax  returns and reports of the Borrower required by law to be
filed  have  been  duly  filed  and  all  taxes,  assessments,  fees  and  other
governmental charges upon the Borrower or upon any of its respective properties,
assets,  income or franchises which are due and payable pursuant to such returns
and  reports,  or  pursuant to any assessment received by the Borrower have been
paid  other  than  those  which  may  be  presently  payable  without penalty or
interest.

     (e)     The  Borrower  has,  or  will  have,  title  to  all the Collateral
whenever  acquired  or  arising  free  and  clear  of  all  liens  and  claims,
encumbrances,  set-offs,  defenses  and  counterclaims,  except  those stated in
Exhibit  "D" attached hereto, and has not made and will not make any assignment,
pledge,  mortgage,  hypothecation or transfer (other than sales or leases in the
ordinary  course  of  business)  of any such Collateral or the proceeds thereof.

     (f)     There  has  been no material adverse change in the aggregate assets
or  aggregate  liabilities  or  in the condition, financial or otherwise, of the
Borrower  from  that  set  forth  in  the  financial statements delivered to the
Authority  by  the  Borrower  in  connection  with  this  Direct Loan Agreement.

     (g)     All statements, representations and warranties made by the Borrower
in  its  application to the Authority, and any materials furnished in support of
the  request  for  Authority financial assistance and this Direct Loan Agreement
are  true.  It  is  specifically  understood  by  the  Borrower  that  all  such
statements,  representations  and warranties shall be deemed to have been relied
upon  by  the  Authority  as an inducement to make the Loan and that if any such


<PAGE>
                                        6

statements, representations or warranties were materially false at the time they
were made or are breached during the term hereof, the Authority may, in its sole
discretion,  consider  any  such misrepresentation or breach an event of default
including  without  limitation,  the Borrower's representation that it would not
have been able to proceed with the Project without financial assistance from the
Authority.

     (h)     The  chief  executive  office  of  the  Borrower  is located at One
Millennium  Way, Branchburg, New Jersey. None of the Borrower's books or records
are maintained at any other location. The Borrower shall notify the Authority in
writing  of any change in the location of the Borrower's chief executive office.

     (i)     Borrower  represents  to  the  Authority  that  it has at all times
pertinent  to this Direct Loan 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 the Authority, its employees,
agents or attorneys; that it acknowledges that it is informed by its advisors of
its  respective  rights,  duties, and obligations with respect to the Loan under
all  applicable laws, that it has no set-offs, defenses or counterclaims against
the Authority with respect to the Loan, and that it is indebted to the Authority
for  the  amounts  stated  in  this  Direct  Loan  Agreement.

     (j)     Borrower  further  acknowledges  and  agrees that the Authority has
made  no  statements,  representations,  warranties,  agreements  or  provided
information  to  it  in  order  to  induce  the  execution  of  this Direct Loan
Agreement.  Borrower  further acknowledges and agrees that all agreements of the
parties  are  set  forth  in  this  Direct  Loan  Agreement  or in the financing
documents  executed  by  Borrower  prior  to  or  on  even  date  hereof.

     (k)     If  during  any  time  the  Loan  remains outstanding, the Borrower
becomes aware of any facts, occurrences, information, statements, or events that
render  any of the foregoing representations or warranties herein made untrue or
materially  misleading  or  incomplete,  Borrower  shall  immediately notify the
Authority  in  writing  of  such  facts, occurrences, information, statements or
events.

     Section  9.  OPERATION  AS  AN  AUTHORIZEDPROJECT.  The  Borrower agrees to
                  ------------------------------------
operate  its business at the Project Facility as set forth in its application to
the  Authority  and  will  operate the Project Facility as an authorized project
under  the  New  Jersey  Economic  Development  Authority  Act, P.L. 1974, c.80.


<PAGE>
                                        7

     Section  10.  TAXES  AND  OTHERGOVERNMENTALCHARGES.  The Borrower shall pay
                   ------------------------------------
during the term of this Direct Loan Agreement as the same become due, all taxes,
assessments and governmental charges which may be required by law or contract to
be  paid  by the Borrower. The Borrower may in good faith contest such taxes and
governmental  charges  and  such  taxes and charges may remain unpaid during the
period  of  such  contest provided the Collateral will not be subject to loss or
forfeiture  as  a  result.

     Section  11.  MAINTENANCEOF  ASSETS  AND  EMPLOYMENT.
                   --------------------------------------

     (a)     The  Borrower  shall  during the term of this Direct Loan Agreement
operate  and  maintain  all  assets  of  the  Borrower  in  compliance  with all
governmental  laws,  ordinances,  approvals,  rules  and  regulations  which are
acceptable  to  and  binding  upon  the  Borrower.

     (b)     The  Borrower  will not relocate all or any substantial part of its
business  operation  from the Project Facility without the express prior written
consent  of  the  Authority.

     Section  12.  PRESERVATION  OF  COLLATERAL.
                   ----------------------------

     (a)     The Collateral will be kept and maintained at the Project Facility.
The  Borrower  will  not remove the Collateral from that location, except in the
normal  course  of  the Borrower's business without the express prior consent of
the  Authority.

     (b)     The Borrower will join the Authority in executing, filing and doing
whatever  may  be  necessary  under  applicable law, to perfect and continue the
Authority's  security  interest  in  the  Collateral  at  Borrower'  s  expense.

     (c)     The  Borrower  agrees  that  it will at all times keep accurate and
complete records with respect to the Collateral including, but not limited to, a
record  of  all  proceeds received therefrom or as a result of the sale thereof.

     Section  13.  EMPLOYMENT  RECORDS.  Within  30 days after the close of each
                   -------------------
fiscal year, the Borrower shall furnish a written report to the Authority of the
number  and classification of employees at the Project Facility as of the end of
the  fiscal  year.

     Section  14. ASSIGNMENT OF AGREEMENT. SALE OR LEASE OF PROJECTFACILITY. The
                  ---------------------------------------------------------
Borrower  may  not  assign or transfer the whole or any part of this Direct Loan
Agreement.  The  Borrower  may  not  sell,  lease,  convey,  assign, transfer or
otherwise  dispose  of  any  use  or possessory interest in the Project Facility
without  the  express  prior  written  consent  of the Authority except that the
Borrower  may  grant utility, access and other easements and rights-of-way which


<PAGE>
                                        8

will  not  impair  the  Borrower's  use  of  the Project Facility. The Authority
reserves  the right to deny approval of any proposed lease, sublease, assignment
or  transfer  if  the lessee, sublessee or assignee does not, in the judgment of
the  Authority,  satisfy  guidelines  for  eligibility  for  Authority financial
assistance.  No  permitted  subleasing  or assignment shall relieve the Borrower
from  primary  liability  hereunder.

     Section 15. THE BORROWER TO MAINTAIN ITS EXISTENCE. During the term of this
                 --------------------------------------
Direct  Loan Agreement the Borrower shall maintain its existence, shall continue
as  a  corporation  either  organized  under the laws of or duly qualified to do
business  as a corporation in the State of New Jersey, and without prior written
consent  of  the  Authority shall not dispose of all or substantially all of its
assets and shall not consolidate with or merge into another entity or permit one
or  more  other  entities  to  consolidate  with  or  merge  into  it.

     Section  16.  ADDITIONAL  COVENANTS.
                   ---------------------

     (a)     The  Borrower  shall not, without the express prior written consent
of  the  Authority  transfer any excess funds of the Borrower, its affiliates or
subsidiaries  for  investment  in any other business venture. The term "business
venture"  does  not  include  bank  accounts  or  certificates  of  deposit.

     (b)     The  Borrower  shall  not  borrow any additional funds or grant any
additional  liens  on  the Collateral (except for purchase money liens permitted
under  a  certain  Term  Note  dated  February  25,  2000 a certain lien held by
Transamerica  Business Credit Corporation; and a certain lien held by the Public
Service  New  Millennium Economic Development Fund L.L.C. regarding the proceeds
from  a  certain  Business  Employment  Incentive  Program Grant Agreement dated
3/26/99)  without  the  express  prior  written  consent  of  the  Authority.

     (c)     The  Borrower  shall  permit  representatives  of  the Authority to
examine  all  books  and  records  of  the  Borrower  and to inspect the Project
Facility  at  reasonable  times.

     (d)     An  amount  not less than 10% of earnings after taxes plus non-cash
expenditures  (depreciation  and  amortization  expense)  of  the Borrower minus
annual  principal  payments  regarding term loans (as these terms are defined by
the  American  Institute of Certified Public Accountants) shall be applied on an
annual  basis  within  90  days  of the end of the Borrower's fiscal year to the
outstanding principal balance of the Loan in inverse order of maturity until the
Loan  is  fully  paid.

     (e)     The  Borrower  represents  and warrants that it would not have been
able  to  proceed  with  the  Project  without  financial  assistance  from  the
Authority.


<PAGE>
                                        9

     (f)  The  Borrower  shall  obtain a landlord's waiver from the owner of the
Project Facility recognizing the Authority's lien on all assets of the Borrower.
A  copy  of  the  executed  lease  is  required.

     Section 17. EVENT OF DEFAULT. Any one or more of the following events shall
                 ----------------
constitute  an  event  of  default  of  the  Borrower  hereunder  (an  "Event of
Default"):

     (a)     if  any  representation  or  warranty made herein or in any report,
certificate,  financial  statement  or  other instrument furnished in connection
with  this  Direct  Loan  Agreement shall prove to be false or misleading in any
material  respect;

     (b)     default  in  the  payment  of  any  installment of the principal or
interest on the Note and such default shall continue unremedied for fifteen (15)
days;

     (c)     failure  of the Borrower to observe and perform any other covenant,
condition  or agreement hereunder on its part to be performed (except obligation
referred  to  in  (a) above) and (i) continuance of such failure for a period of
thirty  (30)  days  after  receipt  by  the  Borrower  of  written notice by the
Authority,  specifying  the  nature  of  such  failure and requesting that it be
remedied;  or (ii) if by reason of the nature of such failure the same cannot be
remedied  within the said 30 days, the Borrower fails to proceed with reasonable
diligence  after  receipt  of  said  notice  to  cure  same;

     (d)     the Borrower shall have applied for or consented to the appointment
of a receiver, trustee or liquidator of all or a substantial part of its assets;
admitted  in  writing  the  inability  to  pay  its debts as they mature; made a
general  assignment  for  the benefit of creditors; been adjudged a bankrupt, or
filed  a  petition  or  an answer seeking an arrangement with creditors or taken
advantage of any insolvency law, or an answer admitting the material allegations
of  a  petition in bankruptcy or insolvency proceeding; or an order, judgment or
decree  shall have been entered, without the application, approval or consent of
the Borrower by any court Of competent jurisdiction approving a petition seeking
reorganization  of the Borrower, or appointing a receiver, trustee or liquidator
of  the  Borrower  or  a  substantial  part of any of its assets and such order,
judgment  or  decree  shall  continue  unstayed  and in effect for any period of
forty-five  (45) consecutive days; or file a voluntary petition in bankruptcy or
fail  to remove an involuntary petition in bankruptcy filed against it within 45
days  of  the  filing  thereof;

     (e)     failure to observe any of the terms or conditions of the commitment
letter  of  the  Authority  dated January 28, 2000 which is incorporated herein.


<PAGE>
                                       10

     Section  18.  REMEDIES  OFTHEAUTHORITY.
                   ------------------------

     (a)  Whenever  any  Event of Default referred to in Section 17 hereof shall
have  occurred  and  be  continuing,  the  Authority may take one or more of the
following  remedial  steps:

     (i)  declare the entire  principal amount of the Note to be due and payable
          forthwith, whereupon the Note shall become forthwith, due and payable,
          both  as to  principal  and  interest,  without  presentment,  demand,
          protest or other notice of any kind, all of which are hereby expressly
          waived,  anything  contained  herein  or in the Note to the  contra -y
          notwithstanding;

     (ii) take any action at law or in equity to collect the  payments  then due
          and thereafter to become due under the Note or to enforce  performance
          and  observance  of  any  obligation,  agreement  or  covenant  of the
          Borrower under this Direct Loan Agreement;

     (iii)take possession of the Borrower's  interest in the Collateral  without
          terminating  this  Direct  Loan  Agreement,  and pursue  remedies of a
          creditor under the Uniform Commercial Code and assign,  sell or lease,
          or otherwise dispose of the Borrower's  interest in the collateral for
          the account of the Borrower, and the Borrower shall then be liable for
          the  difference  between the loan payments and other amounts due under
          this Direct Loan Agreement and the Note and amounts received  pursuant
          to such  assignment or contract of sale or lease or other  disposition
          of the  Borrower's  interest in the  Collateral and the amount of such
          difference  shall then be  immediately  due and payable.  The Borrower
          hereby agrees that in the event the Authority does take  possession of
          the Collateral as provided  herein,  the obligation of the Borrower to
          pay such loan  payments  due or to become due under this  Direct  Loan
          Agreement and Note shall survive such repossession;

     (iv) without  further  notice or demand or legal  process,  enter  upon any
          premises of the Borrower and take  possession of the  Collateral,  all
          records and items relating to the Collateral  and, at the  Authority's
          request,  the Borrower will assemble the  Collateral  and such records
          and deliver them to the Authority;


<PAGE>
                                       11

     (v)  sell  the  Collateral  but  the  Authority  shall  give  the  Borrower
          reasonable  notice  of the time and place of any  public  sale of such
          Collateral  or of the  time  after  which  any  private  sale or other
          intended  disposition  thereof  is  to be  made.  The  requirement  of
          reasonable notice shall be met if notice of the sale or other intended
          disposition  is (1) mailed (by  certified  mail,  postage paid) to the
          Borrower  at least  ten (10)  days  prior to the time of such  sale or
          disposition  or (2)  delivered  to the Borrower at least five (5) days
          prior  to the  time of such  sale or  disposition.  At such  sale  the
          Authority  may  sell  the  Collateral  for  cash  or  upon  credit  or
          otherwise,  at such  prices and upon such terms as it deems  advisable
          and the  Authority may bid or become  purchaser at such sale,  free of
          the right of  redemption,  which is hereby  waived.  The Authority may
          adjourn  such  sales at the  time and  place  fixed  therefor  without
          further  notice or  advertisement  and may sell such  Collateral as an
          entirety or in separate lots as it deems advisable,  but the Authority
          shall not be obligated to sell all or any part of such  Collateral  at
          the time and place fixed for such sale if it determines  not to do so.
          Upon the  institution  of any such action  hereunder by the Authority,
          the Authority  shall be entitled to the  appointment of a receiver for
          the Collateral without proof of the depreciation of the value of same.

     (b)  If the Authority shall have proceeded to enforce its rights under this
Direct  Loan  Agreement  and  such  proceedings  shall have been discontinued or
abandoned  for  any  reason  or  shall  have  been  determined  adversely to the
Authority, then the Borrower and the Authority shall be restored respectively to
their  several  positions  and  rights  hereunder,  and all rights, remedies and
powers  of  the  Borrower  and  the  Authority  shall continue as though no such
proceedings  had  taken  place.

     (c) Without limiting the generality of the foregoing, upon the happening of
an  Event  of  Default  by  the Borrower hereunder, all of the Borrower's right,
title  and  interest  in  the  Project  Facility  hereunder or in equity and the
Borrower's  rights  to  possession  thereof  may  be terminated by an action for
foreclosure  or repossession in accordance with the statutes of the State of New
Jersey.

     (d) Upon the institution of any such action by the Authority, the Authority
shall  be  entitled  to  the appointment of a receiver for the Project Facility.

     (e)  No remedy herein conferred or reserved to the Authority is intended to
be  exclusive of any other available remedy or remedies, but each and every such
remedy  shall be cumulative and shall be in addition to every other remedy given
under  this  Direct  Loan  Agreement  or  now or hereafter existing at law or in
equity  or  by  statute.  No  delay  or  omission to exercise any right or power
accruing  upon  any  default  shall  impair  any such right or power or shall be


<PAGE>
                                       12

construed  to be a waiver thereof, but any such right and power may be exercised
from  time  to time and as often as may be deemed expedient. In order to entitle
the  Authority  to  exercise any remedy reserved to it in this Section, it shall
not  be  necessary  to  give notice other than such notice as may be required in
this  Section.

     (f) In addition to the above remedies, if the Borrower commits a breach, or
threatens  to commit a breach of this Direct Loan Agreement, the Authority shall
have  the  right and remedy, without posting bond or other security, to have the
provisions  of  this  Direct  Loan  Agreement specifically enforced by any court
having  equity  jurisdiction,  it  being  acknowledged  and agreed that any such
breach  or  threatened breach will cause irreparable injury to the Authority and
that  money  damages  will  not  provide  an  adequate  remedy  therefor.

     (g) In the event the Borrower should default under any of the provisions of
this  Direct Loan Agreement and the Authority shall require and employ attorneys
or  incur other expenses for the collection of payments due or to become due for
the  enforcement  or performance or observance of any obligation or agreement on
the part of the Borrower herein contained, the Borrower shall on demand therefor
pay  to  the Authority, the reasonable fees of such attorneys and other expenses
so  incurred  by  the  Authority.

     (h)  The  Authority  shall  not  be  required  to  do any act whatsoever or
exercise  any diligence whatsoever to mitigate the damages to the Borrower if an
Event  of  Default  shall  occur  hereunder.

     Section  19.  FURTHER  ASSURANCES  AND CORRECTIVE INSTRUMENTS. The Borrower
                   -----------------------------------------------
shall  execute, acknowledge and deliver such supplements and further instruments
and  perform  such acts as the Authority may reasonably require for carrying out
the  intention  of or facilitating the performance of this Direct Loan Agreement
or  the  Note.

     Section 20. RELEASE AND  INDEMNIFICATION. The Borrower covenants and agrees
                 ----------------------------
that neither the Authority, its members, agents, servants, officers or employees
shall  be liable for: (1) any loss, damage or injury to, or death of, any person
occurring  at  or  about or resulting from any defect in the Project Facility or
the  Collateral;  (2)  any  damage  or  injury to the persons or property of the
Borrower,  or  its  officers, agents, servants or employees, or any other person
who  may  be  about the Project Facility, caused by any act of negligence of any
person  (other  than the Authority or its members, officers, agents, servants or
employees)  ;  or (3) any costs, expenses or damages incurred as a result of any
lawsuit  commenced  because  of  action  taken in good faith by the Authority in
connection  with  the  Project  Facility  or  the Collateral. The Borrower shall
indemnify, protect, defend and hold the Authority, the State of New Jersey their
respective  members,  agents,  servants,  officers  and  employees  (each  an


<PAGE>
                                       13

"Indemnified  Party"),  harmless  from  and  against  any  and  all such losses,
damages,  injuries,  costs  or  expenses and (except for claims, demands, suits,
actions or other proceedings brought against an Indemnified Party resulting from
willful or wanton misconduct of such Indemnified Party) from and against any and
all  claims, demands, suits, actions or other proceedings whatsoever, brought by
any  person  or  entity  whatsoever,  (except  the  Borrower)  and  arising  or
purportedly arising from this Direct Loan Agreement, the Note or any transaction
contemplated  in  any  such  documents,  or from the construction, ownership and
operation  of  the  Project  Facility  or  the  Collateral.

     Section 21. NOTICES. Any notices required to be sent under this Direct Loan
                 -------
Agreement  shall  be  sent  to:

     (1)     The  Authority  at:  P0  Box  990,  Trenton,  New  Jersey
             08625-0990, Attn: Managing Director - Finance

     (2)     The Borrower at: One Millennium Way, Branchburg, New Jersey
             08876, Attn: Senior  Vice  President/Chief  Financial  Officer

     Section  22.  POWER  OF  ATTORNEY.
                   -------------------

     (a)     Borrower  hereby  makes,  constitutes and appoints the Authority as
its  irrevocable true and lawful attorney(s)-in-fact and each of its present and
future  officers  with full power of substitution in the premises, in Borrower's
name,  place  and  stead  for  the  purpose  of  perfecting, further perfecting,
acknowledging,  continuing, filing, recording, endorsing and/or making technical
corrections in, any security interest, lien, encumbrance or mortgage required to
be granted or conveyed by Borrower to the Authority under the terms of the Loan,
including,  without  limitation,  the  filing  of  financing  and  continuation
statements.  In addition, Borrower shall cooperate fully with the Authority with
respect to the filing or recordation of such documents in the appropriate filing
or recordation offices and it shall bear, on demand, all costs of such filing or
recordation.

     (b)  The  attorney(s)  -in-fact  is/are hereby authorized to file or record
this  Direct  Loan Agreement in the appropriate governmental filing or recording
office  if such filing or recording of a power of attorney is required by law in
order  to  effectuate  or  validate  same.


<PAGE>
                                       14

     (c)  Notwithstanding  the  foregoing, Borrower shall execute or endorse any
documents  that  are necessary in the sole judgment of the Authority to perfect,
secure, continue or correct any security interest, mortgage, lien or encumbrance
that  Borrower is required under the terms of the Loan to grant to the Authority
as  security  for  same.

     Section  23.  WAIVER OF RIGHT TO TRIAL BYJURY. Borrower waives any right to
                   -------------------------------
trial by jury on any claim, demand, action or cause of action arising under this
Direct  Loan  Agreement or the transactions related hereto, in each case whether
sounding in contract or tort or otherwise. Borrower agrees and consents that any
such  claim,  demand,  action or cause of action shall be decided by court trial
without  a  jury,  and  that any party to this Direct Loan Agreement may file an
original  counterpart  or  a  copy  of  this  section  with any court as written
evidence of the consent of Borrower to the waiver of its right to trial by jury.
Borrower  acknowledges  that  it has had the opportunity to consult with counsel
regarding this section, that it fully understands its terms, content and effect,
and  that  it  voluntarily  and  knowingly  agrees to the terms of this section.

     Section 24. THE AUTHORITY'S REMEDIES AS AN INSTITUTION OF STATE GOVERNMENT.
                 --------------------------------------------------------------
The  Authority,  as  an institution of State Government, is entitled to exercise
its  remedies  pursuant  to  N.J.S.A. 54A:9-8.1 and N.J.A.C. 18:35-10.1, et seq.
                             -------                -------              ------
Notwithstanding anything to the contrary herein contained, any proceeds received
by  the  Authority  pursuant  to  a  set  off of a Borrower's and/or Guarantor's
indebtedness  to  the  Authority  through  application  of  a  Borrower's and/or
Guarantor's  tax refund or rebate pursuant to these remedies, shall be allocated
solely  to  the  Authority.

     Section  25.  MISCELLANEOUS.
                   -------------

     (a)     This  Direct  Loan  Agreement constitutes the entire agreement, and
supersedes  all prior agreements and understandings, both written and oral among
the  parties  with  respect  to  the  subject  matter hereof and may be executed
simultaneously  in  several  counterparts,  each  of  which  shall  be deemed an
original, an all of which together shall constitute one and the same instrument.

     (b)     Modifications  or  waivers  of  any  provisions of this Direct Loan
Agreement  or  the  Note  must  be  in  writing.

     (c)     In  the  event any provision of this Direct Loan Agreement shall be
held  invalid  or  unenforceable  by  any  court of competent jurisdiction, such
holding  shall  not  invalidate  or  render  unenforceable  any  other provision
thereof.


<PAGE>
                                       15

     (d)     This  Direct  Loan  Agreement  shall  become  effective  upon  its
execution  and  delivery  by the parties hereto, shall remain in full force from
the  date  thereof,  and  subject to the provisions hereof, shall expire on such
date  as  the  Note  and  the interest thereon and all other expenses or sums to
which  the  Authority  is  entitled,  have  been  fully  paid  and  retired.

     (e)     In  the  event  that  any  provision  of this Direct Loan Agreement
should  be breached by any party and thereafter waived by any party, such waiver
shall  be  limited to the particular breach so waived by any party and shall not
be  deemed  to  waive  any  other  breach.

     (f)     This  Direct  Loan  Agreement  shall inure to the benefit of and be
binding  upon  the  successors  and  assigns  of the Authority and the Borrower.

     (g)     This  Direct  Loan  Agreement shall be construed and enforced under
the  laws  of  the  State  of  New  Jersey.

     (h)     The  rights and remedies of the Borrower under this Agreement shall
be  subject  to  the  New  Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et
                                                             -------
seq.,  the  provisions  of  which are hereby incorporated herein by reference in
their  entirety.

     IN  WITNESS WHEREOF, the Authority and the Borrower have caused this Direct
Loan Agreement to be executed in their respective names by their duly authorized
officers,  as  of  the  date  first  above  written.


ATTEST:                                       NEW  JERSEY  ECONOMIC  DEVELOPMENT
                                              AUTHORITY



By: /s/Adam Mukerji                         By: /s/Eugene J. Bukowski
   ------------------------------              ---------------------------
    Adam Mukerji                                Eugene J. Bukowski
    Director  Commercial  Lending               Managing  Director-Finance
    LIFECELL  CORPORATION


WITNESS                                      LIFECELL CORPORATION

By: /s/Stuart S Yusem                      By: /s/Fenel  M.  Eloi
   ------------------------------              ----------------------------
    Stuart S Yusem                             Fenel  M.  Eloi
                                               Chief  Financial  Officer


<PAGE>
                                                                   EXHIBIT  "A"


                              LIFECELL CORPORATION

                           DIRECT LOAN PROMISSORY NOTE


$500,  000                                                       Trenton,
                                                                 New  Jersey


     LIFECELL  CORPORATION (the "Borrower") a corporation organized and existing
under  the  laws of the State of New Jersey acknowledges itself indebted and for
value  received  hereby  promises to pay to the order of the NEW JERSEY ECONOMIC
DEVELOPMENT  AUTHORITY  (the  "Authority")  and  its successors and assigns, the
principal  sum  of  FIVE  HUNDRED  THOUSAND  DOLLARS  ($500,000),  together with
interest  on the unpaid principal balance thereof from the date hereof until the
Borrower's  obligations  with  respect  to  the  payment  of  such  sum shall be
discharged  at the rate of six and one-half percent (6-1/2%) per annum. Interest
charges shall be computed hereunder on the basis of a 360 day year, counting the
actual  number  of  days  elapsed.

     This  Note  is  issued to evidence the obligation of the Borrower under and
pursuant to, and shall be governed by and construed in accordance with the terms
and  conditions  of  the  Direct  Loan  Agreement  (the "Agreement") between the
Authority  and  the  Borrower  dated as of June 9, 2000 for the repayment of the
loan  made  by  the Authority to the Borrower thereunder and payment of interest
thereon.  Terms  referred  to  herein  have  the  same meaning as defined in the
Agreement.  This Note is secured by a lien on all accounts, inventory, machinery
and  equipment,  furniture  and  fixtures  of  the  Borrower.

     Interest only on this Note at the rate of six and one-half percent (6-1/2%)
per  annum  is  payable  commencing  July  1,  2000 and on the first day of each
succeeding  month  and terminating on December 1, 2000. Thereafter, this Note is
payable  in  thirty (30) equal monthly installments of principal and interest in
the sum of $18,122.22 commencing on January 1, 2001 and on the first day of each
succeeding  month and terminating if not sooner paid, as herein provided on June
1,  2003.  Such  installments shall be applied first to payment of interest then
due  on  the  unpaid  principal  amount  and  the remaining balance of each such
installment  to  be applied to the payment and reduction of the unpaid principal
amount  of  this  Note.  The amount payable as the final installment may be such
greater  or  lesser  amount  as shall be equal to the actual principal amount of
this  Note  remaining unpaid together with interest thereon then due and unpaid.
It  is  specifically understood and agreed that the Borrower shall make payments
on  this  Note  based  on  amounts actually disbursed pursuant to the Agreement.


<PAGE>
                                       2

     Payments  hereon  are  to  be  made in lawful money of the United States of
America  to  the  New  Jersey  Economic Development Authority (P11042), P.O. Box
18641,  Newark,  New Jersey 07191-8641, or such other place as the Authority may
designate,  on  each  due date provided above, in an amount which will equal the
amount  payable  as  interest  and  principal  on  this  Note.

     The  Borrower  agrees to make the payments on this Note on the dates and in
the amounts specified herein and in the Agreement and in addition agrees to make
such  other payments as are required pursuant to the Agreement. A late charge of
five percent (5%) of the monthly payment shall be due and payable on any monthly
payment  past  due  seven (7) days or more. However, in the event that this late
charge  is  found unenforceable by a court of law, the Borrower shall pay actual
damages  to  the Authority which shall include but not be limited to the loss of
use  of  the  delinquent  payment(s)  and administrative costs in monitoring the
default  by  the  Borrower.  Administrative costs include but are not limited to
attempts  to  contact  the  Borrower  via  written  and  letter  correspondence,
generating  and  reviewing  the  delinquency  reports, evaluating the delinquent
account,  evaluating  the  credit  file,  entering relevant information into the
Authority's  file  and/or  computer,  relaying  information  to  management  and
different  departments,  notifying  and  reporting  to  management and different
departments.  In  the  event  of  default in the Agreement, the principal of and
interest on this Note may be declared immediately due and payable as provided in
the Agreement. This Note may be canceled, amended or supplemented as provided in
the  Agreement.

     The  Borrower  may  prepay this Note in whole at any time or in part on any
payment  date  without penalty. Partial prepayments shall be applied to the last
maturing  payments  due  on this Note, shall be in one or more increments of the
monthly  amount due, shall not extend or postpone the due date of any subsequent
monthly  installment  or  change  the  amounts of such installments. In any such
case,  the  final  payment on this Note shall be a sum sufficient, together with
other  funds  deposited  with  the  Authority and available for such purpose, to
redeem  all  of this Note then outstanding at the principal amount. thereof plus
accrued  interest to the date of payment and to pay all reasonable and necessary
fees  and  expenses of the Authority accrued and to accrue through final payment
for  this  Note.  At  the acceleration, termination or expiration of the term of
this Note and following full payment of this Note and all other fees and charges
in  accordance with the provisions of the Agreement, the Authority shall deliver
to  the  Borrower  any  documents  and  take such actions as may be necessary to
effectuate  the  cancellation  of  this Note and evidence the termination of the
Agreement.


<PAGE>
                                       3

     An.  amount  not  less  than  10%  of  earnings  after  taxes plus non-cash
expenditures  (depreciation  and  amortization  expense)  of  the Borrower minus
annual  principal  payments  regarding term loans (as these terms are defined by
the  American  Institute of Certified Public Accountants) shall be applied on an
annual  basis  within  90  days  of the end of the Borrower's fiscal year to the
outstanding  principal  balance  of this Note in inverse order of maturity until
this  Note  is  fully  paid.

     Borrower  waives any right to trial by jury on any claim, demand, action or
cause  of  action arising under this Note or the transactions related hereto, in
each case whether sounding in contract or tort or otherwise. Borrower agrees and
consents that any such claim, demand, action or cause of action shall be decided
by  court  trial  without  a  jury,  and that any party to this Note may file an
original  counterpart  or  a  copy  of  this  section  with any court as written
evidence of the consent of Borrower to the waiver of its right to trial by jury.
Borrower  acknowledges  that  it has had the opportunity to consult with counsel
regarding this section, that it fully understands its terms, content and effect,
and  that  it  voluntarily  and  knowingly  agrees to the terms of this section.

     IN  WITNESS  WHEREOF,  LIFECELL  CORPORATION  has  caused  this  Note to be
executed  in  its  name  and  on  its behalf by its authorized officers by their
manual  signatures  as  of  this  9TH  day  of  JUNE,  2000.

ATTEST:     LIFECELL  CORPORATION



By:                             By:
   ---------------------------     ----------------------------
                                    Fenel  M.  Eloi
   Assistant  Secretary             Chief  Financial  Officer


<PAGE>
</TEXT>
</DOCUMENT>
