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<SEC-DOCUMENT>0001021408-01-503581.txt : 20010720
<SEC-HEADER>0001021408-01-503581.hdr.sgml : 20010720
ACCESSION NUMBER:		0001021408-01-503581
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010719
EFFECTIVENESS DATE:		20010719

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRYO CELL INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000862692
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SERVICES, NEC [8900]
		IRS NUMBER:				223023093
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-65418
		FILM NUMBER:		1684424

	BUSINESS ADDRESS:	
		STREET 1:		3165 MCMULLEN BOOTH RD
		STREET 2:		BLDG B
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33761
		BUSINESS PHONE:		7277230333

	MAIL ADDRESS:	
		STREET 1:		3165 MCMULLEN BOOTH RD
		STREET 2:		BLDG. B
		CITY:			CLEARWATER
		STATE:			FL
		ZIP:			33761
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

As filed with the Securities and Exchange Commission on July 19, 2001.

                                                   Registration No. 333-________


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                         CRYO-CELL INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                             22-3023093
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)


                     3165 McMullen Booth Road, Building B
                           Clearwater, Florida 33761
                                (727) 723-0333
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         CRYO-CELL INTERNATIONAL, INC.
                             STOCK INCENTIVE PLAN
                             (Full Title of Plan)

                               Daniel D. Richard
                            Chief Executive Officer
                         Cryo-Cell International, Inc.
                     3165 McMullen Booth Road, Building B
                           Clearwater, Florida 33761
                                (727) 450-8000
                    (Name, Address and Telephone number of
                              Agent for Service)
                                  Copies to:

                           Mark A. Catchur, Esquire
                        Shumaker, Loop & Kendrick, LLP
                       101 E. Kennedy Blvd., Suite 2800
                             Tampa, Florida 33602
                                (813) 229-7600

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
           Title of securities                   Amount to be             Proposed           Proposed maximum           Amount of
             to be registered                     Registered          maximum offering           aggregate          registration fee
                                                                       price per share        offering price
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                      <C>                    <C>                    <C>
Common Stock $.01 Par Value................  1,500,000 shares/(1)/       $6.74/ (2)/        $10,116,687.50/(2)/         $2,529.17
====================================================================================================================================
</TABLE>
____________________

/(1)/Pursuant to Rule 416(a), this Registration Statement also covers additional
securities that may be offered as a result of stock splits, stock dividends, or
similar transactions relating to the shares covered by this Registration
Statement.

/(2)/Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457.  Pursuant to Rule 457(h)(1), a portion of the fee is
calculated on the basis of the prices at which 1,100,500 previously granted
options may be exercised.  The remainder of the fee is allocated to 399,500
unissued shares and is based upon the average price of the Registrant's Common
Stock on July 17, 2001, in accordance with Rule 457(h) under the Securities Act.
The price per share represents the number determined by dividing the aggregate
exercise amount by the number of shares to be acquired upon exercise.
<PAGE>

                                    PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information.

               The documents containing the information concerning the Cryo-Cell
International, Inc. Stock Incentive Plan (the "Plan") required by Item 1 of Form
S-8 under the Securities Act of 1933, as amended (the "Securities Act"), and the
statement of availability of the registrant information, and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified in Securities Act Rule 428.  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission either as part of this registration statement
on Form S-8 or as prospectuses or prospectus supplements pursuant to Rule 424.
The Company will maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon written or oral request to 3165 McMullen Booth
Road, Building B, Clearwater, Florida 33761 (telephone number (727) 723-0333),
Attention: Chief Financial Officer, the Company shall furnish, without charge,
to employees, the Commission or its staff a copy or copies of all of the
documents included in such file.

Item 1(b).  Securities to be Offered

               The Company hereby registers 1,500,000 shares of the Company's
Common Stock, par value $.01 per share, under the Cryo-Cell International, Inc.
Stock Incentive Plan.

Item 2.  Registration Information and Employee Plan Annual Information.

               See Item 1.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               There are hereby incorporated by reference in this Prospectus the
following documents, all of which are previously filed by the Company with the
Commission:

          (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
               ended November 30, 2000, as filed with the Commission on March
               14, 2001.

          (b)  The Company's quarterly Report on Form 10-QSB for the quarter
               ended February 28, 2001, as filed with the Commission on April
               13, 2001.

          (c)  The Company's quarterly Report on Form 10-QSB for the quarter
               ended May 31, 2001, as filed with the Commission on July 13,
               2001.

          (d)  The Company's proxy statement on Form DEF 14A for the annual
               meeting on June 20, 2001, as filed with the Commission on May 21,
               2001.

          (e)  The Company's description of securities to be registered
               contained in the Registration Statement filed with the Commission
               on the Company's Form 8-A dated February 4, 1994.

          All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which registers all such securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

          Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in documents incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any document that is subsequently incorporated by reference herein modifies
such statement. Any statement so modified or superseded shall not be deemed,
except as to be modified or superseded, to constitute a part of this
Registration Statement.

                                       2
<PAGE>

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          The Certificate of Incorporation of the Company, as permitted in
Section 102 of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) paying a
dividend or approving a stock repurchase in violation of Delaware law, or (iv)
any transaction from which the director derived any improper personal benefit.

          Under the Certificate of Incorporation of the Company, the Company
shall indemnify to the fullest extent permitted by Sections 102(b)(7) and 145 of
the GCL, as amended from time to time, each person that such Sections grant the
Company the power to indemnify.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit
Number  Exhibit Description
- ------  -------------------

3.1     Amended and Restated Certificate of Incorporation of Cryo-Cell
        International, Inc., filed February 4, 2001, with the State of Delaware,
        Office of Secretary of State.

3.2     Amended and Restated Bylaws of Cryo-Cell International, Inc., dated July
        10, 2000.

4.1     Cryo-Cell International, Inc. Stock Incentive Plan.

5.1     Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
        securities being registered.

23.1    Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as
        an Exhibit to this Registration Statement is included in their opinion
        filed herewith as Exhibit 5.1.

23.2    Consent of Weinick Sanders Leventhal & Co., LLP

24.1    Powers of Attorney (included with the signature page to this
        Registration Statement).
__________________


Item 9.  Undertakings.

          (a)  The Company hereby undertakes:

               (1)  To file, during any period in which offers of sales are
                    being made, a post-effective amendment to this registration
                    statement that includes any material information with
                    respect to the plan of distribution not previously disclosed
                    in the registration statement or any material change to such
                    information in the registration statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities

                                       3
<PAGE>

                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered that remain
                    unsold at the termination of the offering.

          (b)  The Company hereby undertakes that, for purposes of determining
          any liability under the Securities Act of 1933, each filing of the
          Company's annual report pursuant to Section 13(a) or Section 15(d) of
          the Exchange Act (and where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the registration statement
          shall be deemed to be a new registration statement relating to the
          securities offered herein, and the offering of such securities at that
          time shall be deemed to be in the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding,) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida this 18/th/ day of July,
2001.

                              Cryo-Cell International, Inc.

                              By:   /s/ Daniel D. Richard
                                    -------------------------------------------
                                Daniel D. Richard, Chief Executive Officer

                              By:   /s/ Jill M. Taymans
                                    -------------------------------------------
                                Jill M. Taymans, Chief Financial Officer
                                (Principal Financial Officer and Principal
                                Accounting Officer)

                               POWER OF ATTORNEY

          Each of the undersigned officers and directors of Cryo-Cell
International, Inc., hereby constitutes and appoints, Daniel D. Richard, Chief
Executive of the Company, and Jill M. Taymans, Chief Financial Officer of the
Company, or either of them individually, his or her true and lawful attorney-in-
fact and agent, for the undersigned and in his or her name, place and stead, in
any and all capacities, to sign the undersigned's name to any and all amendments
to this Registration Statement on Form S-8, including post-effective amendments
and other related documents, and to cause the same to be filed with the
Securities and Exchange Commission, granting unto said attorneys, or either of
them individually, full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and the undersigned
for himself or herself hereby ratifies and confirms all that said attorneys
shall lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this S-8
Registration Statement has been signed by the following persons (or by their
duly authorized attorney-in-fact) in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
  Signature                          Title                                 Date
  ---------                          -----                                 ----
<S>                                <C>                                 <C>
     /s/ Daniel D. Richard         Chief Executive Officer             July 18, 2001
- ---------------------------------
Daniel D. Richard                  and Chairman of the Board

     /s/ Wanda D. Dearth           President, Chief Operating Officer  July 18, 2001
- ---------------------------------
Wanda D. Dearth                    and Director

     /s/ Gerald F. Maass           Executive V.P. and Director         July 18, 2001
- ---------------------------------
Gerald F. Maass

     /s/ Jill M. Taymans           Chief Financial Officer             July 18, 2001
- ---------------------------------
Jill M. Taymans

     /s/ Ed Modzelewski            Director                            July 18, 2001
- ---------------------------------
Ed Modzelewski

     /s/ Ronald B. Richard         Director                            July 18, 2001
- ---------------------------------
Ronald B. Richard

     /s/ Mercedes Walton           Director                            July 18, 2001
- ---------------------------------
Mercedes Walton

     /s/ Frederick C.S. Wilhelm    Director                            July 18, 2001
- ---------------------------------
Frederick C.S. Wilhelm

     /s/ Junior Winokur            Director                            July 18, 2001
- ---------------------------------
Junior Winokur
</TABLE>

                                       5
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number  Exhibit Description
- ------  -------------------

3.1     Amended and Restated Certificate of Incorporation of Cryo-Cell
        International, Inc., filed February 4, 2001, with the State of Delaware,
        Office of Secretary of State .

3.2     Amended and Restated Bylaws of Cryo-Cell International, Inc., dated July
        10, 2000.

4.1     Cryo-Cell International, Inc. Stock Incentive Plan.

5.1     Opinion of Shumaker, Loop & Kendrick, LLP, as to the legality of the
        securities being registered.

23.1    Consent of Shumaker, Loop & Kendrick, LLP to the use of their opinion as
        an Exhibit to this Registration Statement is included in their opinion
        filed herewith as Exhibit 5.1.

23.2    Consent of Weinick Sanders Leventhal & Co., LLP

24.1    Powers of Attorney (included with the signature page to this
        Registration Statement).

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>dex31.txt
<DESCRIPTION>AMENDED & RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                         CRYO-CELL INTERNATIONAL, INC.


          PARAGRAPH FIRST:    The name of the corporation is

                         CRYO-CELL INTERNATIONAL, INC.

          PARAGRAPH SECOND:   The address of the registered office of this
corporation in this state is c/o TAQ, Inc., 15 East North Street, in the City of
Dover, County of Kent, State of Delaware 19901 and the name of the registered
agent at said address if TAQ, INC.

          PARAGRAPH THIRD:    The purpose of the corporation is to engage in any
lawful act or activity for which corporation may be organized under the
corporation laws of the State of Delaware.

          PARAGRAPH FOURTH:   The Corporation shall be authorized to issue the
following shares:

          Class               Number of Shares    Par Value
          -----               ----------------    ---------

          Preferred           500,000             $.01

          Common              20,000,000          $.01

          The preferred shares may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized to fix or alter the
designations, preferences, and relative, participating, optional, or other
special rights, and qualifications, limitations, or restrictions, of such
preferred shares including without limitation of the generality of the
foregoing, dividend rights, dividend rates, conversion rights, the rights of
convertibility into common shares, voting rights, and rights, price (s) and
terms of redemption.  The Board of Directors shall have the authority to set the
terms and conditions of convertibility, issuance of dividends, and priority
claim of preferred shareholders on corporate assets.

          PARAGRAPH FIFTH:    The following provisions are inserted for the
management of the business and for the conduct of the affairs of the
corporation, and for further definition, limitation and regulation of the powers
of the corporation and of its directors and stockholders:

          (1) The number of directors of the corporation shall be such as from
              time to time shall be fixed by, or in the manner provided in the
              by-laws. Election of directors need not be by ballot unless the
              by-laws provide.

                                       1
<PAGE>

          (2) The Board of Directors shall have power without the assent or vote
              of the stockholders:

                 (a) To make, alter, amend, change, add to or repeal the by-laws
                     of the corporation; to fix and vary the amount to be
                     reserved for any proper purpose; to authorize and cause to
                     be executed mortgages and liens upon all or any part of the
                     property of the corporation; to determine the use and
                     disposition of any surplus or net profits; and to fix the
                     times for the declaration and payment of dividends.

                 (b) To determine from time to time whether, and to what times
                     and places, and under what conditions the accounts and
                     books of the corporation (other than the stock ledger) or
                     any of them shall be open to the inspection of the
                     stockholders.

          (3) The directors in their discretion may submit any contract or act
              for approval or ratification at any annual meeting of the
              stockholders or at any meeting of the stockholders called for the
              purpose of considering any such act or contract, and any contract
              or act that shall be approved or be ratified by the vote of the
              holders of a majority of the stock of the corporation which is
              represented in person or by proxy at such meeting and entitled to
              vote thereat (provided that a lawful quorum of stockholders be
              there represented in person or by proxy) shall be as valid and as
              binding upon the corporation and upon all the stockholders as
              though it had been approved or ratified by every stockholder of
              the corporation, whether or not the contract or act would
              otherwise be open to legal attack because of directors' interest,
              or for any other reason.

          (4) In addition to the powers and authorities hereinbefore or by
              statute expressly conferred upon them, the directors are hereby
              empowered to exercise all such powers and do all such acts and
              things as may be exercised or done by the corporation; subject,
              nevertheless, to the provisions of the statutes of Delaware, of
              this certificate, any to any by-laws from time to time made by the
              stockholders; provided, however, that no by-laws so made shall
              invalidate any prior act of the directors which would have been
              valid if such by-law had not been made.

          PARAGRAPH SIXTH:    No director shall be liable to the corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of loyalty
to the corporation or its stockholders, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law, or (4) a
transaction from which the director derived an improper personal benefit, it
being the intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b) (7) of the Delaware General Corporation Law,
as amended from time to time.  The corporation shall indemnify to the fullest
extent permitted by Sections 102 (b) (7) and 145 of the Delaware General
Corporation Law, as amended from time to time, each person that such Sections
grant the corporation the power to indemnify.

                                       2
<PAGE>

          PARAGRAPH SEVENTH:  Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware, may, on the application in
a summary way of this corporation or any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs.  If a majority in
number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          PARAGRAPH EIGTH:    The corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on stockholders, directors and officers are subject
to this reserved power.

     This Amended and Restated Certificate of Incorporation of the Corporation
is hereby executed by the undersigned on behalf of the Corporation this 10th day
of July, 2000.


                                        CRYO-CELL INTERNATIONAL, INC.



                                        By: /s/ Jill M. Taymans
                                        -----------------------
                                        Name: Jill M. Taymans
                                              ---------------
                                        Title: Chief Financial Officer
                                               -----------------------

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>dex32.txt
<DESCRIPTION>AMENDED & RESTATED BYLAWS OF CRYO-CELL
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.2


                         AMENDED AND RESTATED BY LAWS
                                      OF
                         CRYO-CELL INTERNATIONAL, INC.



                                   ARTICLE I
                                   OFFICERS
                                   --------

The principal office of the Corporation shall be located in the City, County and
State so provided in the Certificate of Incorporation.  The Corporation may also
maintain offices at such other places within or without the State of Delaware as
the Board of Directors may, from time to time, determine and the business may
require.

                                  ARTICLE II
                                 SHAREHOLDERS
                                 ------------

1.   Place of Meetings.
     -----------------

Meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of Delaware as
the Board shall authorize.

2.   Annual Meetings.
     ---------------

The annual meeting of the shareholders of the Corporation shall be held within
six months after the close of the fiscal year of the Corporation at a date and
time as determined by the Board of Directors, if such date is not a legal
holiday and if a legal holiday, then on the next business day following at the
same hour, at which time the shareholders shall elect a Board of Directors, and
transact such other business as may properly come before the meeting.

3.   Special Meetings.
     ----------------

Special meetings of the shareholders may be called at any time by the Chairman
of the Board, Vice Chairman or Chief Executive Officer and shall be called by
the Chief Executive Officer or the Secretary at the written request of the
holders of twenty (20%) percent of the outstanding shares entitled to vote
thereat, or as otherwise required by law.

4.   Notice of Meetings.
     ------------------

Written notice of each meeting of shareholders, whether annual or special,
stating the time when and place where it is to be held, shall be served either
personally or by mail.  Such notice shall be served not less than then (10) nor
more than sixty (60) days before the meeting, upon each shareholder of record
entitled to vote at such meeting, and to any other shareholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the

                                       1
<PAGE>

meeting is called, and shall indicate that it is being issued by the person
calling the meeting. If at any meeting, action is proposed to be taken that
would, if taken, entitle shareholders to receive payment for their shares, the
notice of such meeting shall include a statement of that purpose and to that
effect. If mailed, such notice shall be directed to each such shareholder at his
address, as it appears on the records of the shareholders of the Corporation,
unless he shall have previously filed with the Secretary of the Corporation a
written request that notices intended for him be mailed to some other address,
in which event, it shall be mailed to the address designated in such request.

5.   Waiver.
     ------

Notice of any meeting need not be given to any shareholder who submits a signed
waiver of notice either before or after a meeting. The attendance of any
shareholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such shareholder.

6.   Fixing Record Date.
     ------------------

For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than (60) days prior to any other
action. If no record date is fixed, it shall be determined in accordance with
the provisions of law.

7.   Quorum.
     ------

(a)  Except as otherwise provided by the Certificate of Incorporation, at all
meetings of shareholders of the Corporation, the presence at the commencement of
such meetings, in person or by proxy, of shareholders holding a third of the
total number of shares of the Corporation then issued and outstanding on the
records of the Corporation and entitled to vote, shall be necessary and
sufficient to constitute a quorum for the transaction of any business. If a
specified item of business is required to be voted on by a class or classes, the
holder of a majority of the shares of such class or classes shall constitute a
quorum for the transaction of such specified item of business. The withdrawal of
any shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

(b)  Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.

8.   Voting.
     ------

(a)  Except as otherwise provided by statute or by the Certificate of
     Incorporation,

     (1)  directors shall be elected by a plurality of the votes cast; and

                                       2
<PAGE>

     (2)  all other corporate action to be taken by vote of the shareholders,
shall be authorized by a majority of votes cast;

at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b)  Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of shares
of the Corporation entitled to vote, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.

(c)  Each shareholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact duly authorized in writing. No
proxy shall be voted or acted upon after three (3) years, unless the proxy shall
specify the length of time it is to continue in force. The proxy shall be
delivered to the Secretary at the meeting and shall be filed with the records of
the Corporation. Every proxy shall be revocable at the pleasure of the
shareholder executing it, unless the proxy states that it is irrevocable, except
as otherwise provided by law.

(d)  Any action that may be taken by vote may be taken without a meeting on
written consent. Such action shall constitute action by such shareholders with
the same force and effect as if the same had been approved at a duly called
meeting of shareholders and evidence of such approval signed by all of the
shareholders shall be inserted in the Minute Book of the Corporation.

                                  ARTICLE III
                              BOARD OF DIRECTORS
                              ------------------

1.   Number.
     ------

The number of the directors of the Corporation shall be no less than five (5)
and no more than eleven (11). The directors shall be elected from time to time
in accordance with these By-laws.  From time to time, the number of Directors
may be increased or decreased by a majority vote of the Board of Directors.

2.   Election.
     --------

Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board need not be shareholders and shall be
elected by a majority of the votes cast at a meeting of shareholders, by the
holders of shares entitled to vote in the election.

3.   Term of Office.
     --------------

Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.  Board terms may be changed to
two or three years subject to the approval of a majority of the shareholders.

                                       3
<PAGE>

4.   Duties and Powers.
     -----------------

The Board shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except those powers expressly conferred upon or reserved to the
shareholders.

5.   Annual Meetings.
     ---------------

Regular annual meetings of the Board shall be held immediately before, if
necessary, and following the annual meeting of shareholders.

6.   Regular Meetings and Notice.
     ---------------------------

The Board may provide by resolution for the holding of regular meetings of the
Board of Directors, and may fix the time and place thereof.

Notice of regular meetings shall not be required to be given and, if given, need
not specify the purpose of the meeting; provided, however, that in case the
Board shall fix or change the time or place of any regular meeting, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
manner set forth at Section 7 of this Article III, unless such notice shall be
waived.

7.   Special Meetings and Notice.
     ---------------------------

(a) Special meetings of the Board shall be held whenever called by the Chairman,
Chief Executive Officer or by a majority of the directors, at such time and
place as may be specified in the respective notices or waivers of notice
thereof.

(b) Notice of special meetings shall be: 1.) mailed directly to each director,
addressed to him at the address designated by him for such purpose at his usual
place or business, at least two (2) business days before the day on which the
meeting is to be held, 2.) delivered to him personally or 3.) given to him
orally in person or by telephone, not later than the business day before the day
on which the meeting is to be held.

(c) Notice of special meeting shall not be required to be given to any director
who shall attend such meeting, or who submits a signed waiver of notice.

8.   Chairman.
     --------

At all meetings of the Board, the Chairman, if present, shall preside. If there
shall be no Chairman, or he shall be absent, then the Vice Chairman shall
preside. In his absence, the Chairman shall be chosen by the Directors present.

9.   Quorum and Adjournments.
     -----------------------

(a) At all meetings of the Board, the presence of a majority of the entire Board
shall be necessary to constitute a quorum for the transaction of business,
except as otherwise provide by law, by the Certificate of Incorporation, or by
these By-laws. Participation of any one or more members of the

                                       4
<PAGE>

Board by means of a conference telephone or similar communications equipment,
allowing all persons participating in the meeting to hear each other at the same
time, shall constitute presence in person at any such meeting.

(b)  A majority of the directors present at any regular or special meeting,
     although less than a quorum, may adjourn the same from time to time without
     notice, until a quorum shall be present.

10.  Manner of Acting.
     ----------------

(a)  At all meetings of the Board, each director present shall have one vote.

(b)  Except as otherwise provided by law, by the Certificate of Incorporation,
or these By-laws, the action of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board. Any action
authorized, in writing, by all the directors entitled to vote thereon and filed
with the minutes of the Corporation shall be the act of the Board with the same
force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

11.  Vacancies.
     ---------

Any vacancy in the Board of Directors resulting from an increase in the number
of directors, or the death, resignation, disqualification, removal or inability
to act of any director, shall be filled for the unexpired portion of the term by
the majority vote of the remaining directors, though less than a quorum, at any
regular meeting or special meeting of the Board called for that purpose.

12.  Resignation.
     -----------

Any director may resign at any time by giving written notice to the Chairman of
the Board, or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board or such officer, and the acceptance of such resignation shall not be
necessary to make it effective.

13.  Removal.
     -------

Any director may be removed, for cause, at any time by the holders of a majority
of the shares then entitled to vote at an election of directors, at a special
meeting of the shareholders called for that purpose, or by action of the Board.

14.  Compensation.
     ------------

The Board of Directors may fix the compensation of Directors.  Each Director may
be paid a stated salary as such or a fixed sum for the attendance at meetings of
the Board of Directors or any committee thereof, or both, and may be reimbursed
for his expenses of attendance at each such meeting.  The Board of Directors may
also pay to each Director rendering services to the Corporation not ordinarily
rendered by Directors, as such, special compensation appropriate to the value of
such services, as determined by the Board of Directors from time to time.  None
of these payments shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation therefore.  The Board of Directors
may determine the compensation of a Director who is also an Officer for service
as an Officer as well as for service as a Director.

                                       5
<PAGE>

15.  Contracts.
     ---------

(a)  No contract or other transaction between this Corporation and any other
business shall be affected or invalidated, nor shall any director be liable in
any way by reason of the fact that a director of this Corporation is interested
in, or is financially interested in such other business, provided such fact is
disclosed to the Board.

(b)  Any director may be a party to or may be interested in any contract or
transaction of this Corporation individually, and no director shall be liable in
any way by reason of such interest, provided that the fact of such participation
or interest be disclosed to the Board and provided that the Board shall
authorize or ratify such contract or transaction by the vote (not counting the
vote of any such directors) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is taken. Such
director may be counted in determining the presence of a quorum at such meeting.
This Section shall not be construed to invalidate or in any way affect any
contract or other transaction, which would otherwise be valid under the law
applicable thereto.

16.  Committees.
     ----------

The Board, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, with such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall remain in existence at the pleasure of the Board. Participation
of any one or more members of a committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time, shall constitute a director's
presence in person at any such meeting. Any action authorized in writing by all
of the members of a committee and filed with the minutes of the committee shall
be the act of the committee with the same force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the committee.

                                  ARTICLE IV
                                   OFFICERS
                                   --------

1.   Number and Qualifications.
     -------------------------

The officers of the Corporation shall consist of a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers, including a Chairman and Vice Chairman of the Board, as the Board of
Directors may from time to time deem advisable. Any officer other than the
Chairman of the Board may be, but is not required to be, a director of the
Corporation. Any two or more offices may be held by the same person, except the
offices of Chief Executive Officer and Secretary.

2.   Election.
     --------

The officers of the Corporation shall be elected by the Board at the regular
annual meeting of the Board following the annual meeting of shareholders.

3.   Term of Office.
     --------------

                                       6
<PAGE>

Each officer shall hold office until the annual meeting of the Board next
succeeding his election, and until his successor shall have been elected and
qualified, or until his death, resignation or removal.

4.   Resignation.
     -----------

Any officer may resign at any time by giving written notice to the Board, the
Chief Executive Officer or the Secretary of the Corporation. Such resignation
shall take effect upon receipt thereof by the Board or such officer, unless
otherwise specified in such written notice. The acceptance of such resignation
shall not be necessary to make it effective.

5.   Removal.
     -------

Any officer, whether elected or appointed by the Board, may be removed by the
Board, either with or without cause, and a successor elected by the Board at any
time.

6.   Vacancies.
     ---------

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board.

7.   Duties.
     ------

Unless otherwise provided by the Board, officers of the Corporation shall each
have such powers and duties as generally pertain to their respective offices,
such powers and duties as may be set forth in these by-laws, and such powers and
duties as may be specifically provided for by the Board.

8.   Sureties and Bonds.
     ------------------

At the request of the Board, any officer, employee or agent of the Corporation
shall execute for the Corporation a bond in such sum, and with such surety as
the Board may direct, conditioned upon the faithful performance of his duties to
the Corporation, including responsibility for negligence and for the accounting
for all property, funds or securities of the Corporation which may come into his
hands.

9.   Shares of Other Corporations.
     ----------------------------

Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder shall be exercised on
behalf of the Corporation in such manner as the Board may authorize.  Such
authorization shall be given to the Chairman or the Corporation's Chief
Executive Officer.

                                   ARTICLE V
                                SHARES OF STOCK
                                ---------------

1.   Certificates.
     ------------

(a)  The certificates representing shares in the Corporation shall be in such
form as shall be approved by the Board and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares and
shall be signed by (i) the Chairman of the Board or the

                                       7
<PAGE>

Vice Chairman of the Board or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and
shall bear the corporate seal.

(b)  Certificates representing shares shall not be issued until they are fully
paid for.

(c)  The Board may authorize the issuance of certificates for fractions of a
share which shall entitle the holder to exercise voting rights, receive
dividends and participate in liquidating distributions, in proportion to the
fractional holdings.

2.   Lost or Destroyed Certificates.
     ------------------------------

Upon notification by the holder of any certificate representing shares of the
Corporation of the loss or destruction of one or more certificates representing
the same, the Corporation may issue new certificates in place of any
certificates previously issued by it, and alleged to have been lost or
destroyed. Upon production of evidence of loss or destruction, in such form as
the Board in its sole discretion may require, the Board may require the owner of
the lost or destroyed certificates to provide the Corporation with a bond in
such sum as the Board may direct, and with such surety as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificates. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board, it is proper to do so.

3.   Transfers of Shares.
     -------------------

(a)  Transfers of shares of the Corporation may be made on the share records of
the Corporation solely by the holder of such records, in person or by a duly
authorized attorney, upon surrender for cancellation of the certificates
representing such shares, with an assignment or power of transfer endorsed
thereon or delivered therewith, duly executed and with such proof of the
authenticity of the signature, and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.

(b)  The Corporation shall be entitled to treat the holder of record of any
shares as the absolute owner thereof for all purposes and shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.

(c)  The Corporation shall be entitled to impose such restrictions on the
transfer of shares as may be necessary for the purpose of electing or
maintaining Subchapter S status under the Internal Revenue Code or for the
purpose of securing or maintaining any other tax advantage to the Corporation.

4.   Record Date.
     -----------

In lieu of closing the share records of the Corporation, the Board may fix, in
advance, a date not less than ten (10) days nor more than sixty (60) days, as
the record date for the determination of shareholders entitled to receive notice
of, and to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of any other action.  If no record date is fixed, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day immediately preceding
the day

                                       8
<PAGE>

on which notice is given, or, if notice is waived, at the close of business on
the day immediately preceding the day on which the meeting is held; the record
date for determining shareholders for any other purpose shall be at the close of
business on the day on which the resolution of the directors relating thereto is
adopted. The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed. When a determination of shareholders of record entitled to notice
of or to vote at any meeting of shareholders has been made as provided for
herein, such determination shall apply to any adjournment thereof, unless the
directors fix a new record date for the adjourned meeting.

                                  ARTICLE VI
                                   DIVIDENDS
                                   ---------

Subject to this Certificate of Incorporation and to applicable law, dividends
may be declared and paid out of any funds available thereof, as often, in such
amount, and at such time or times as the Board may determine.  Before payment of
any dividends, there may be set aside out of the net profits of the Corporation
available for dividends, such sum or sums as the Board, from time to time, in
its sole discretion, deems proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purposes as the Board shall think conducive to
the interests of the Corporation, and the Board may modify or abolish any such
reserve.

                                  ARTICLE VII
                                  FISCAL YEAR
                                  -----------

The fiscal year of the Corporation shall be fixed by the Board from time to
time, subject to applicable law.

                                 ARTICLE VIII
                                CORPORATE SEAL
                                --------------

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board.

                                  ARTICLE IX
                                  AMENDMENTS
                                  ----------

1.   By Shareholders.
     ---------------

All by-laws of the Corporation shall be subject to revision, amendment or
repeal, and new by-laws may be adopted from time to time by a majority of the
shareholders who are at such time entitled to vote in the election of directors.

2.   By Directors.
     ------------

All by-laws of the Corporation also shall be subject to revision, amendment or
repeal, and new by-laws may be adopted from time to time by a majority of the
Board of Directors.

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>dex41.txt
<DESCRIPTION>CRYO-CELL INTERNATIONAL, INC. STOCK INCENTIVE PLAN
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.1

                         CRYO-CELL INTERNATIONAL, INC.
                             STOCK INCENTIVE PLAN
                             --------------------


I.   Purpose.
     -------

          The purpose of this Cryo-Cell International, Inc. Stock Incentive Plan
is to promote the growth and profitability of Cryo-Cell, Inc. (the
"Corporation") by rewarding and incentivizing individuals who make valuable
contributions to the Corporation's success, including officers and employees of
the Corporation and its subsidiaries, and directors of the Corporation.

          The Stock Incentive Plan has been approved by the Board of Directors
effective as of March 10, 2000, and has been submitted for approval by the
Company's stockholders at the Annual Meeting of Stockholders scheduled for June
20, 2000.

II.  Definitions.
     -----------

          The following terms shall have the meanings shown:

     2.1 "Board of Directors" means the Board of Directors of the Corporation.

     2.2 "Change of Control" means any event described in Section 7.1.

     2.3 "Code" means the Internal Revenue Code of 1986, as the same may be
amended from time to time.

     2.4 "Committee" means the Committee appointed by the Board of Directors
pursuant to Article X of the Plan. This Committee may, but is not required to
be, identical to the Compensation Committee.

     2.5 "Common Stock" means the common stock, $.01 par value, of the
Corporation, except as provided in Section 8.2 of the Plan.

     2.6 "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors. All persons appointed to be members of the Compensation
Committee shall be directors who qualify as "Non-Employee Directors" within the
meaning of Rule 16b-3 and "outside directors" within the meaning of Treasury
Regulation Section 1.162-27.

     2.7 "Date of Grant" means the date specified by the Plan Administrator on
which a grant of Options, or a grant or sale of Restricted Shares shall become
effective.

     2.8 "Director" means a member of the Board of Directors.

                                       1
<PAGE>

     2.9 "Disability" shall mean a medically diagnosable mental or physical
condition which prevents a Participant from performing his or her duties for the
Company and is expected to be permanent.

     2.10 "Executive Officer" means any Named Executive Officer and any other
officer of the Corporation who is subject to the reporting requirements of
Section 16 of the Securities and Exchange Act of 1934.

     2.11 "Fair Market Value" means the fair market value of a share of Common
Stock as determined by the Committee by reference to the closing price
quotation, or, if none, the average of the bid and asked prices, reported on
Nasdaq as of the most recent available date with respect to the sale of Common
Stock.

     2.12 "Incentive Stock Options" means Options intended to qualify for
favorable tax treatment as incentive stock options under Code Section 422.

     2.13 "Named Executive Officer" shall mean the Company's Chief Executive
Officer and the four highest compensated officers (other than the Chief
Executive Officer), as determined pursuant to the executive compensation
disclosure rules under the Securities Exchange Act of 1934.

     2.14 "Option Agreement" means a written agreement between the Corporation
and a Participant who has been granted Options under this Plan. Each Option
Agreement shall be subject to the terms and conditions of the Plan.

     2.15 "Option Price" means, with respect to any Option, the amount
designated in a Participant's Option Agreement as the price per share he or she
will be required to pay to exercise the Option and acquire the shares subject to
such Option.

     2.16 "Options" means any rights to purchase shares of Common Stock granted
pursuant to Article IV of this Plan, including Incentive Stock Options subject
to the additional requirements described in Article V.

     2.17 "Participant" shall mean any current or former employee of the
Corporation or any Subsidiary, or any Director, who has been granted Options, or
Restricted Stock under the terms of this Plan.

     2.18 "Plan" means this Cryo-Cell International, Inc. Stock Incentive Plan,
as the same may be amended from time to time.

     2.19 "Restricted Stock" means shares of Common Stock that are issued to
eligible Participants and made subject to restrictions in accordance with
Article VI of the Plan.

     2.20 "Restricted Stock Agreement" means a written agreement between the
Corporation and a Participant who has been granted or sold Restricted Stock
pursuant to Article VI of the Plan.

     2.21 "Subsidiary" shall mean any corporation which, on the date of
determination, qualifies as a subsidiary corporation of the Corporation under
Section 425(f) of the Code.

                                       2
<PAGE>

III. Eligibility.
     -----------

     3.1  Participation.  The Committee may grant Options and/or awards of
          -------------
Restricted Stock under this Plan to any officer or employee of the Corporation
or any Subsidiary.  The Committee may also grant Options and/or awards of
Restricted Stock to any Director, subject to the restrictions in Section 3.3.
In granting such awards and determining their form and amount, the Committee
shall give consideration to the functions and responsibilities of the
individual, his or her potential contributions to profitability and sound growth
of the Corporation and such other factors as the Committee may, in its
discretion, deem relevant.

     3.2  Executive Officers.  Notwithstanding Section 3.1 or any other
          ------------------
provisions of this Plan, any Named Executive Officer shall not be granted
Options or awards of Restricted Stock unless the grant has been approved by the
Compensation Committee, and all grants to Executive Officers must be approved in
advance by either the Committee or the Compensation Committee.

     3.3  Directors.  Members of the Board of Directors who are officers of the
          ---------
Corporation shall be eligible for Options or other awards under this Plan on the
same terms as other officers.  Other members of the Board of Directors shall be
eligible for Options or Restricted Stock awards only to the extent specified in
such general policy on compensation of nonemployee Directors as may be
established by the Board of Directors.

IV.  Options.
     -------

     4.1  Terms and Conditions.  Subject to Section 3.2 and 3.3, the Committee
          --------------------
may, in its sole discretion, from time to time grant Options to any officer,
employee or Director of the Corporation or any Subsidiary selected by the
Committee pursuant to Section 3.1.  The grant of an Option to a Participant
shall be evidenced by a written Option Agreement in substantially the form
approved by the Committee.  Such Option shall be subject to the following
express terms and conditions and to such other terms and conditions, not
inconsistent with the terms of this Plan, as the Committee may determine to be
appropriate.

          (a) Shares Covered.  The Committee shall, in its discretion, determine
              --------------
the number of shares of Common Stock to be covered by the Options granted to any
Participant.  The maximum number of shares of Common Stock with respect to which
Options may be granted to any Participant during any one calendar year is
1,000,000 shares.

          (b) Exercise Period.  The term of each Option shall be for such period
              ---------------
as the Committee shall determine, but for not more than ten years from the Date
of Grant thereof.  The Committee shall also have the discretion to determine
when each Option granted hereunder shall become exercisable, and to prescribe
any vesting schedule limiting the exercisability of such Options as it may deem
appropriate.

                                       3
<PAGE>

          (c) Option Price.  The Option Price payable for the shares of Common
              ------------
Stock covered by any Option shall be determined by the Committee, but shall in
no event be less than the Fair Market Value of Common Stock on the Date of
Grant.

          (d) Exercise of Options.  A Participant may exercise his or her
              -------------------
Options from time to time by written notice to the Corporation of his or her
intent to exercise the Options with respect to a specified number of shares.
The specified number of shares will be issued and transferred to the Participant
upon receipt by the Corporation of (i) such notice and (ii) payment in full for
such shares, and (iii) receipt of any payments required to satisfy the
Corporation's tax withholding obligations pursuant to Section 9.2.

          (e) Payment of Option Price Upon Exercise.  Each Option Agreement
              -------------------------------------
shall provide that the Option Price for the shares with respect to which an
Option is exercised may be paid to the Corporation at the time of exercise, in
the form of cash.

          (f) Broker Assisted Exercises.  Alternatively, the Corporation may
              -------------------------
permit the Participant to exercise an Option by delivery of a signed,
irrevocable notice of exercise, accompanied by payment in full of the Option
Price by the Participant's stockbroker and an irrevocable instruction to the
Corporation to deliver the shares of Common Stock issuable upon exercise of the
Option promptly to the Participant's stockbroker for the Participant's account,
provided that at the time of such exercise, such exercise would not be illegal
under the federal securities laws, including laws governing margin loans.

     4.2  Effect of Termination.
          ---------------------

          (a) If a Participant ends his employment or service on the Board of
Directors with the Corporation (or with the relevant Subsidiary) for any reason
other than retirement, disability or death, his or her Options shall terminate
within ninety (90) days from the date of the termination, unless the Committee
decides in its sole discretion, to waive this termination and amends the
Participant's Option Agreement to provide for an extended exercise period.

          (b) Any Option Agreement may, in the Committee's sole discretion,
include such provisions as the Committee deems advisable with respect to the
Participant's right to exercise the Option subsequent to retirement or other
voluntary termination of employment (or other relationship with the
Corporation), or subsequent to termination of such employment (or other
relationship) by reason of total and permanent disability; provided, that, in no
                                                           --------
event shall any Option be exercisable after the fixed termination date set forth
in the Participant's Option Agreement pursuant to Section 4.1(b).

          (c) Any Option Agreement may, in the Committee's sole discretion,
provide that, in the event of the Participant's death while he or she has the
right to exercise his or her Options, the Options may be exercised (to the
extent they had become exercisable prior to the time of the Participant's
death), during such period of up to one year after date of the Participant's
death as the Committee deems to be appropriate, by the personal representative
of the Participant's estate, or by the person or persons to whom the Options
shall have been transferred by will or by the laws of descent and distribution.

                                       4
<PAGE>

     4.3  Incentive Stock Options.  The Options granted under this Plan may be
          -----------------------
either Incentive Stock Options or options not intended to constitute incentive
stock options qualifying under Code Section 422; provided that, Incentive Stock
                                                 -------- ----
Options may only be granted to common employees of the Corporation or its
Subsidiaries; and further provided, any Incentive Stock Option shall be subject
                  ------- --------
to the additional requirements stated in Article V of this Plan.

     4.4  Authority to Waive Restrictions on Exercisability.  The Committee may,
          -------------------------------------------------
in its sole discretion, determine at any time that all or any portion of the
Options granted to a Participant under the Plan shall, notwithstanding any
restrictions on exercisability imposed pursuant to Section 4.1(b), become
immediately exercisable in full.  The Committee may make such further
adjustments to the terms of such Options as it may deem necessary or appropriate
in connection therewith.

     4.5  Non-Assignability.  Options granted under this Plan shall generally
          -----------------
not be assignable or transferable by the Participant, except by will or by the
laws of descent and distribution, or as described in the next paragraph.

     Notwithstanding the foregoing, the Committee may, in its discretion, permit
a Participant to transfer all or a portion of his or her Options to members of
his or her immediate family, to trusts for the benefit of members of his
immediate family, or to family partnerships in which immediate family members
are the only partners, provided that the Participant may receive no
consideration for such transfers, and that such Options shall still be subject
to termination in accordance with Section 4.2 above in the hands of the
transferee.

     4.6  Covenants Not to Compete.  The Committee may, in its discretion,
          ------------------------
condition any Option granted to an Employee or Director on such Participants
agreement to enter into such covenant not to compete with the Corporation as the
Committee may deem to be desirable.  Such covenant not to compete shall be set
forth in the Participant's Stock Option Agreement, and the Stock Option
Agreement shall provide that the Option shall be forfeited immediately, whether
otherwise vested or not, if the Board of Directors determines that the
Participant has violated his or her covenant not to compete.  In addition, in
the Committee's discretion, the Participant's Stock Option Agreement may also
provide that if the Participant breaches his or her covenant not to compete, the
Corporation shall have the right to repurchase any shares of Common Stock
previously issues to the Participant pursuant to an exercise of the Option, at a
repurchase price equal to the Option Price paid by the Participant.

V.   Incentive Stock Options.
     -----------------------

     The Committee may, in its discretion, specify that any Options granted to a
Participant who is an employee of the Corporation or a Subsidiary shall be ISOs
qualifying under Code Section 422.

     5.1  Each Stock Option Agreement which provides for the grant of ISOs shall
expressly state that such Options are intended to qualify as ISOs.  Each
provision of the Plan and of each Stock Option Agreement relating to an Option
designated as an ISO shall be construed so that such Option qualifies as an ISO,
and any provision that cannot be so construed shall be disregarded.

                                       5
<PAGE>

     5.2  Any Options granted under this Plan which are designated as ISOs shall
comply with the following additional requirements:

          (a)   The aggregate Fair Market Value (determined at the time an ISO
     is granted) of the shares of Common Stock (together with all other stock of
     the Corporation and all stock of any Parent or Subsidiary) with respect to
     which the ISOs may first become exercisable by an individual Participant
     during any calendar year, under all stock option plans of the Corporation
     (or any Parent or Subsidiaries) shall not exceed $100,000.  To the extent
     this limitation would otherwise be exceeded, the Option shall be deemed to
     consist of an ISO for the maximum number of shares which may be covered by
     ISOs pursuant to the preceding sentence, and a nonstatutory option for the
     remaining shares subject to the Option.

          (b)   The Option Price payable upon the exercise of an ISO shall not
     be less than the Fair Market Value of a share of Common Stock on the Date
     of Grant.

          (c) In the case of an ISO granted to a Participant who is a ten
     percent shareholder of the Corporation, the period of the Option shall not
     exceed five years from the Date of Grant, and the Option Price shall not be
     less than 110 percent of the Fair Market Value of Common Stock on the Date
     of Grant.

          (d) No ISO granted under this Plan shall be assignable or transferable
     by the Participant, except by will or by the laws of descent and
     distribution.  During the life of the Participant, any ISO shall be
     exercisable only by the Participant.

VI.  Restricted Stock.
     ----------------

     6.1  Rights As A Shareholder.  The Committee may, in its discretion, grant
          -----------------------
a Participant an award consisting of shares of Restricted Stock.  At the time of
the award, the Committee shall cause the Corporation to deliver to the
Participant, or to a custodian or an escrow agent designated by the Committee, a
certificate or certificates for such shares of Restricted Stock, registered in
the name of the Participant.  The Participant shall have all the rights of a
stockholder with respect to such Restricted Stock, subject to the terms and
conditions, including forfeiture or resale to such Corporation, if any, as the
Committee may determine to be desirable pursuant to Section 6.3 of the Plan.
The Committee may designate the Corporation or one or more of its executive
officers to act as custodian or escrow agent for the certificates.

     6.2  Awards and Certificates.
          -----------------------

          (a) A Participant granted an award of Restricted Stock shall not be
deemed to have become a stockholder of the Corporation, or to have any rights
with respect to such shares of Restricted Stock, until and unless such
Participant shall have executed a restricted stock agreement or other instrument
evidencing the award and delivered a fully executed copy thereof to the
Corporation and otherwise complied with the then applicable terms and conditions
of such award.

                                       6
<PAGE>

          (b)  When a Participant is granted shares of Restricted Stock, the
Corporation shall issue a stock certificate or certificates in respect of shares
of Restricted Stock.  Such certificates shall be registered in the name of the
Participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such award substantially in the
following form:

                    "The transferability of the shares of stock represented by
          this Certificate are subject to the terms and conditions (including
          forfeiture) of a Restricted Stock Agreement entered into between the
          registered owner and Cryo-Cell International, Inc. A copy of such
          Agreement is on file in the offices of the Secretary of the Company,
          3165 McMullen Booth Road, Building #5, Clearwater, Florida 33761.

          (c)  Except as may be otherwise determined by the Committee (or as
required in order to satisfy the tax withholding obligations imposed under
Section 9.2 of this Plan), Participants granted awards of Restricted Stock under
this Plan will not be required to make any payment or provide consideration to
the  Corporation other than the rendering of services.

     6.3  Restrictions and Forfeitures.  Restricted Stock awarded to a
          ----------------------------
Participant pursuant to this Article VI shall be subject to the following
restrictions and conditions:

          (a)  During a period set by the Committee of not less than six (6)
months, but not more than eight (8) years, commencing with the date of an award
(the "Restriction Period"), the Participant will not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded to him or her.
Within these limits, the Committee may provide for the lapse of such
restrictions in installments where deemed appropriate.

          (b)  Except as provided in Section 6.3(a), the Participant shall have
with respect to the Restricted Stock all of the rights of a stockholder of the
Corporation, including the right to vote the shares and receive dividends and
other distributions.

          (c)  Subject to the provisions of Section 6.3(d), upon any termination
of the Participant's employment or other relationship with the Corporation
during the Restriction Period for any reason, all shares of Restricted Stock
with respect to which the restrictions have not yet expired shall be forfeited
to the Corporation, or, in the case of shares of Restricted Stock sold to the
Participant, repurchased by the Corporation at the initial purchase price.

          (d)  In the event of a Participant's retirement from his or her
employment (or other relationship) with the Corporation, total Disability, or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the
Corporation, waive in whole or in part any or all remaining restrictions with
respect to such Participant's Restricted Stock.

          (e)  Notwithstanding the other provisions of this Section 6.3, the
Committee may adopt rules which would permit a gift by a Participant of shares
of Restricted Stock to a spouse, child, stepchild, grandchild or to a trust the
beneficiary or beneficiaries of which shall be either such a person or persons
or the Participant, provided that the Restricted Stock so transferred shall be
similarly restricted.

                                       7
<PAGE>

          (f) Any attempt to dispose of shares of Restricted Stock in a manner
contrary to the restrictions set forth herein shall be ineffective.

          (g) Nothing in this Section 6.3 shall preclude a Participant from
exchanging any Restricted Stock for any other shares of the Common Stock that
are similarly restricted.

VII. Change in Control Transactions.
     ------------------------------

     7.1  Change in Control.  For purposes of this Plan, a "Change in Control"
          -----------------
shall include any of the events described below:

          (a) The acquisition in one or more transactions of more than thirty
     percent of the Corporation's outstanding Common Stock, or the equivalent in
     voting power of any classes or classes of securities of the Corporation
     entitled to vote in elections of directors by any corporation, or other
     person or group (within the meaning of Section 14(d)(3) of the Securities
     Exchange Act of 1934, as amended);

          (b) Any merger or consolidation of the Corporation into or with
     another corporation in which the Corporation is not the surviving entity,
     or any transfer or sale of substantially all of the assets of the
     Corporation or any merger or consolidation of the Corporation into or with
     another corporation in which the Corporation is the surviving entity and,
     in connection with such merger or consolidation, all or part of the
     outstanding shares of Common Stock shall be changed into or exchanged for
     other stock or securities of the Corporation or any other person, or cash,
     or any other property.

          (c) Any election of persons to the Board of Directors which causes a
     majority of the Board of Directors to consist of persons other than (i)
     persons who were members of the Board of Directors on March 10, 2000, and
     (ii) persons who were nominated for election as members of the Board by the
     Board of Directors (or by a Committee of the Board) at a time when the
     majority of the Board (or of such Committee) consisted of persons who were
     members of the Board of Directors on March 10, 2000; provided, that any
                                                          --------
     person nominated for election by the Board of Directors composed entirely
     of persons described in (i) or (ii), or of persons who were themselves
     nominated by such Board, shall for this purpose be deemed to have been
     nominated by a Board composed of persons described in (i).

          (d) Any person, or group of persons, announces a tender offer for at
     least thirty percent (30%) of the Corporation's Common Stock.

     7.2  Effect of Change in Control.  In the event of a pending or threatened
          ---------------------------
Change in Control, the Committee may, in its sole discretion, take any one or
more of the following actions with respect to all Participants:

              (i)  Accelerate the exercise dates of any outstanding Options, and
          make all outstanding Options fully vested and exercisable;

                                       8
<PAGE>

               (ii)   Waive all or any portion of the vesting requirements or
          other conditions associated with a Restricted Stock Award;

               (iii)  Pay cash to any or all Option holders in exchange for the
          cancellation of their outstanding Options;

               (iv)   Make any other adjustments or amendments to the Plan and
          outstanding Options, or Restricted Stock Awards and/or substitute new
          Options or other awards.

VIII. Aggregate Limitation on Shares of Common Stock.
      ----------------------------------------------

      8.1 Number of Shares of Common Stock.
          --------------------------------

          (a)  Shares of Common Stock which may be issued to Participants
pursuant to Options or Restricted Stock awards granted under the Plan may be
either authorized and unissued shares of Common Stock or of Common Stock held by
the Corporation as treasury stock.

          (b)  The number of shares of Common Stock reserved for issuance under
this Plan on the date of any grant shall not exceed 1,500,000 shares of Common
Stock, subject to such adjustments as may be made pursuant to Section 8.2.

          (c)  For purposes of Section 8.1(b), upon the exercise of an Option,
the number of shares of Common Stock available for future issuance under the
Plan shall be reduced by the number of shares actually issued to the
Participant, exclusive of any shares surrendered to the Corporation as payment
of the Option price.

          (d)  Any shares of Common Stock subject to an Option which for any
reason is cancelled, terminates unexercised or expires shall again be available
for issuance under the Plan.

          (e)  In the event that any award of Restricted Stock is forfeited,
cancelled or surrendered for any reason, the shares of Common Stock constituting
such Restricted Stock award shall again be available for issuance under the
Plan.

      8.2 Adjustments of Stock.  In the event of any change or changes in the
          --------------------
outstanding Common Stock of the Corporation by reason of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or any similar transaction, the number of shares of Common Stock
which may be issued under this Plan, the number of shares of Common Stock
subject to Options theretofore granted under this Plan, the Option Price of such
Options, the number of shares of Restricted Stock shall each be adjusted in such
manner as the Board of Directors deems appropriate to prevent substantial
dilution or enlargement of the rights granted to a Participant.

          New option rights may be substituted for the Options granted under the
Plan, or the Corporation's duties as to Options outstanding under the Plan may
be assumed by a Subsidiary, by

                                       9
<PAGE>

another corporation or by a parent or subsidiary (within the meaning of Section
425 of the Code) of such other corporation, in connection with any merger,
consolidation, acquisition, separation, reorganization, liquidation or like
occurrence in which the Corporation is involved. In the event of such
substitution or assumption, the term Common Stock shall thereafter include the
stock of the corporation granting such new option rights or assuming the
Corporation's duties as to such Options.

IX.  Miscellaneous.
     -------------

     9.1  General Restriction.  Any Option or Restricted Stock award granted
          -------------------
under this Plan shall be subject to the requirement that, if at any time the
Committee shall determine that any registration of the shares of Common Stock,
or any consent or approval of any governmental body, or any other agreement or
consent, is necessary as a condition of the granting of an Option or other
award, or the issuance of Common Stock in satisfaction thereof, such Common
Stock will not be issued or delivered until such requirement is satisfied in a
manner acceptable to the Committee.

     9.2  Withholding Taxes.
          -----------------

          (a) If the Corporation determines that the Corporation has any tax
withholding obligation with respect to a Participant, the Corporation shall have
the right to require that Participant to remit to the Corporation an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery of any shares of Common Stock under the Plan.

          (b) The Corporation shall have the right to withhold from payments
made in cash to a Participant under the terms of the Plan, an amount sufficient
to satisfy any federal, state and local withholding tax requirements imposed
with respect to such cash payments.

          (c) Amounts to which the Corporation is entitled pursuant to Section
9.2(a) or (b), may be paid, at the election of the Participant and with the
approval of the Committee, either (i) paid in cash, (ii) withheld from any
compensation payable to the Participant by the Corporation, including cash
payments made under this Plan, or (iii) in shares of Common Stock otherwise
issuable to the Participant upon exercise of an Option, that have a Fair Market
Value on the date on which the amount of tax to be withheld is determined (the
"Tax Date") not less than the minimum amount of tax the Corporation is required
to withhold.  A Participant's election to have shares of Common Stock withheld
that are otherwise issuable shall be in writing, shall be irrevocable upon
approval by the Committee, and shall be delivered to the Corporation prior to
the Tax Date with respect to the exercise of an Option.

     9.3  Investment Representation.  If the Committee determines that a written
          -------------------------
representation is necessary in order to secure an exemption from registration
under the Securities Act of 1933, the Committee may demand that the Participant
deliver to the Corporation at the time of any exercise of any Option, or at time
of the transfer of shares of Restricted Stock, any written representation that
Committee determines to be necessary or appropriate for such purpose, including
but not limited to a representation that the shares to be issued are to be
acquired for investment and not for resale or with a view to the distribution
thereof.  If the Committee makes such a demand, delivery of a written
representation satisfactory to the Committee shall be a condition precedent to
the right of the Participant to acquire such shares of Common Stock.

                                       10
<PAGE>

     9.4  Non-Uniform Determinations.  The Committee's determinations under this
          --------------------------
Plan (including without limitation its determinations of the persons to receive
Options or awards of Restricted Stock, the form, amount and timing of such
awards and the terms and provisions of such awards) need not be uniform and may
be made by it selectively among Participants who receive, or are eligible to
receive, awards under this Plan, whether or not such Participants are similarly
situated.

     9.5  No Rights as Shareholders.  Participants granted Options under this
          -------------------------
Plan shall have no rights as shareholders of the Corporation as applicable with
respect thereto unless and until certificates for shares of Common Stock are
issued to them.

     9.6  Transfer Restrictions.  The Committee may determine that any Common
          ---------------------
Stock to be issued by the Corporation upon the exercise of Options shall be
subject to such further restrictions upon transfer as the Committee determines
to be appropriate.

X.   Administration of the Plan.
     --------------------------

     10.1 Committee.
          ---------

          (a) The Plan shall be administered on a day to day basis by the Board
of Directors or, if the Board determines it is desirable to delegate its
authority to administer the Plan, by a Committee appointed by the Board of
Directors. The Plan Committee appointed by the Board may be the Compensation
Committee of the Board of Directors or one or more directors or executive or
officers of the Corporation  serving under the supervision of such Compensation
Committee, and, except as expressly stated otherwise in this Plan with respect
to Executive Officers, need not be composed of directors or directors who
qualify as "disinterested" within the meaning of SEC Rule 16b-3. The Plan
Committee shall serve at the pleasure of the Board of Directors.

          (b) If the Committee is not the Board of Directors, the Committee
shall be monitored and supervised by the Compensation Committee of the Board of
Directors with respect to any actions related to Named Executive Officers.  All
grants of Options or Restricted Stock to Executive Officers shall be approved in
advance by the Compensation Committee.

          (c) The Committee shall have the authority, in its discretion but
subject to Sections 3.2 and 3.3 of this Plan, and subject to the overall
supervision of the Compensation Committee or the Board, from time to time:  (i)
to grant Options or shares of Restricted Stock to eligible employees or
Directors, as provided for in this Plan; (ii) to prescribe such limitations,
restrictions and conditions upon any such awards as the Committee shall deem
appropriate; or (iii) to determine the periods during which Options may be
exercised and to accelerate the exercisability of outstanding Options, or the
vesting of Restricted Stock, as it may deem appropriate;

          (d) The Committee shall have the authority, in its discretion, from
time to time, to:  (i) modify, cancel, or replace any prior Options or other
awards and to amend the relevant Option Agreements or Restricted Stock
Agreements with the consent of the affected Participants, including amending
such agreements to amend vesting schedules, extend exercise periods or increase
or decrease

                                       11
<PAGE>

the Option Price for Options, as it may deem to be necessary; and (ii) to
interpret the Plan, to adopt, amend and rescind rules and regulations relating
to the Plan, and to make all other determinations and to take all other action
necessary or advisable for the implementation and administration of the Plan. A
majority of the Committee shall constitute a quorum, and the action of a
majority of members of the Committee present at any meeting at which a quorum is
present, or acts unanimously adopted in writing without the holding of a
meeting, shall be the acts of the Committee.

          (e) All actions taken by the Committee shall be final, conclusive and
binding upon any eligible Participant.  Neither the Committee nor any members of
the Committee shall be liable for any action taken or decision made in good
faith relating to the Plan or any award thereunder.

XI.  Amendment and Termination.
     -------------------------

     11.1 Amendment or Termination of the Plan.  The Board of Directors may at
          ------------------------------------
any time terminate this Plan or any part thereof and may from time to time amend
this Plan as it may deem advisable.  The termination or amendment of this Plan
shall not, without the consent of the Participant, affect any Participant's
rights under an award previously granted.

     11.2 Term of Plan.  Unless previously terminated pursuant to Section 11.1,
          ------------
the Plan shall terminate on March 10, 2010, the tenth anniversary of the date on
which the Plan became effective, and no Options or awards of Restricted Stock
may be granted on or after such date.

                                       12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF SHUMAKER, LOOP & KENDRICK, LLP
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.1



                                 July 18, 2001



Cryo-Cell International, Inc.
3165 McMullen Booth Road
Building B
Clearwater, Florida 33761

     Re:  Cryo-Cell International, Inc. Registration Statement on Form S-8

Sir or Madam:

     We have assisted Cryo-Cell International, Inc. (the "Company") in
connection with preparing and filing a Registration Statement on Form S-8 with
the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, for the registration of an aggregate of
1,500,000 shares of the common stock of the Company, par value $.01 per share
(the "Shares"), issuable by the Company under the Cryo-Cell International, Inc.
Stock Incentive Plan (the "Plan").

     In connection with the following opinion, we have examined and have relied
upon such documents, records, certificates, statements and instruments as we
have deemed necessary and appropriate to render the opinion herein set forth.

     Based upon the foregoing, it is our opinion that the Shares, when issued
and sold pursuant to elections made by participating eligible employees and non-
employee directors in a manner consistent with the terms of the Plan, will be
legally issued, fully paid and nonassessable.

     We are admitted to practice in the State of Florida, and are not admitted
to practice in the State of Delaware.  However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of  Delaware  (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation.  This opinion letter is limited to  the laws of the State
of Florida and, to the limited extent set forth above, the DGCL, as such laws
presently exist  and to the facts as they presently exist.  We express no
opinion with respect to the effect or applicability of the laws of any other
jurisdiction.  We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

     The undersigned hereby consents to the filing this opinion as Exhibit 5.1
to the Registration Statement on Form S-8 and to the use of its name in the
Registration Statement.

                                    Very truly yours,


                                    /s/ SHUMAKER, LOOP & KENDRICK, LLP
                                    -------------------------------------
                                    SHUMAKER, LOOP & KENDRICK, LLP

                                       1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF WEINICK SANDERS LEVAENTHAL & CO., LLP
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.2


                CONSENT OF WEINICK SANDERS LEVENTHAL & CO., LLP


     We hereby consent to the incorporation by reference in this Prospectus
constituting part of the Registration Statement of Form S-8 of our reports
appearing in the CRYO-CELL INTERNATIONAL, INC., a Delaware corporation, Form 10-
KSB filed for the year ended November 30, 2000.



Dated:  /s/ JULY 18, 2001          /s/ WEINICK SANDERS LEVENTHAL & CO., LLP
        -----------------          ----------------------------------------

                                       1
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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