-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 NNQCJ4jqmOMx3zJFoj49LOvZcxWeHDZkPhUqzuoxXSInKL7sd1ejVGlhSIRFtkbn
 oXILexyR+8mTOQPqMtZS3A==

<SEC-DOCUMENT>0001021408-02-009640.txt : 20020719
<SEC-HEADER>0001021408-02-009640.hdr.sgml : 20020719
<ACCEPTANCE-DATETIME>20020719171824
ACCESSION NUMBER:		0001021408-02-009640
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020531
FILED AS OF DATE:		20020719

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:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-23386
		FILM NUMBER:		02707008

	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>10QSB
<SEQUENCE>1
<FILENAME>d10qsb.txt
<DESCRIPTION>FORM 10QSB
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

         (Mark One)
         [X]   Quarterly report pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934.
                For the quarterly period ended May 31, 2002

         [_]   Transition report pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934.
                For the transition period from ________ to ____

         Commission File Number 0-23386

                         CRYO-CELL INTERNATIONAL, INC.
         ----------------------------------------------------------------------
         (Exact name of Small Business Issuer as Specified in its Charter)

                  DELAWARE                          22-3023093
         ---------------------------                -------------------
         (State or other Jurisdiction               (I.R.S. Employer
          of Incorporation or                       Identification No.)
          Organization)

             3165 McMullen Booth Road, Building B, Clearwater, Florida 33761
         ----------------------------------------------------------------------
             (Address of Principal Executive Offices)     (Zip Code)


         Issuer's phone number, including area code: (727) 450-8000

        ______________________________________________________________________
        (Former name, former address and former fiscal year, if changed since
        last report).


State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date. As of May 31, 2002, 11,339,379
shares of $0.01 par value common stock were outstanding.

Transitional Small Business Disclosure Format (check one).  Yes [_] No [X]
<PAGE>

                         CRYO-CELL INTERNATIONAL, INC.


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
PART I - FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

    Consolidated Balance Sheets                                                                            3

    Consolidated Statements of Operations                                                                  4

    Consolidated Statements of Cash Flows                                                                  5

    Notes to Consolidated Financial Statements                                                             6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation              11


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                                 17

Item 6. Exhibits and Reports On Form 8-K                                                                  18


SIGNATURES                                                                                                19
</TABLE>
                                       2
<PAGE>

                CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
                ----------------------------------------------
                           CONSOLIDATED BALANCE SHEETS

                                    ASSETS
                                    ------

<TABLE>
<CAPTION>
                                                                                         May 31,            November 30,
                                                                                          2002                  2001
                                                                                     ---------------       --------------
<S>                                                                                  <C>                   <C>
Current Assets
- --------------
   Cash and cash equivalents                                                            $  6,044,529         $  5,540,751
   Accounts receivable and advances (net of allowance for
      doubtful accounts of $34,000)                                                          260,567              215,308
   Receivable - Revenue Sharing Agreement                                                    370,000              370,000
   Receivable - Affiliates                                                                 1,464,864            1,300,000
   Note Receivable                                                                           251,750               51,750
   Marketable securities                                                                     182,708              260,996
   Prepaid expenses and other current assets                                                 321,492              223,337
                                                                                   -----------------     ----------------
                  Total current assets                                                     8,895,910            7,962,142
                                                                                   -----------------     ----------------
Property and Equipment                                                                     3,504,441            3,184,883
- ----------------------                                                             -----------------     ----------------
Other Assets
- ------------
   Intangible assets (net of amortization of $72,702 and $64,944, respectively)              114,798              119,662
   Investment in Saneron CCEL Therapeutics, Inc.                                           2,196,882            2,431,871
   Investment in European Affiliates                                                       3,065,000            3,100,000
   Investment option to purchase a business                                                  112,713              212,713
   Deposits with vendors and others                                                          370,391              383,075
                                                                                   -----------------     ----------------
                  Total other assets                                                       5,859,784            6,247,321
                                                                                   -----------------     ----------------
                                                                                        $ 18,260,135         $ 17,394,346
                                                                                   =================     ================

                          LIABILITIES AND STOCKHOLDERS' EQUITY
                          ------------------------------------
                                                                                        May 31,            November 30,
                                                                                         2002                  2001
                                                                                   ------------------    ----------------
Current Liabilities
- -------------------
   Note Payable - Investment Bank                                                       $          -         $    467,000
   Accounts payable                                                                          590,668              114,942
   Accrued expenses and withholdings                                                         685,945              248,380
   Current portion of obligations under capital leases                                           623                1,510
                                                                                   -----------------     ----------------
             Total current liabilities                                                     1,277,236              831,832
                                                                                   -----------------     ----------------

Other Liabilities
- -----------------
    Unearned revenue                                                                       1,681,760            2,009,942
    Deposits                                                                                   5,932               23,725
    Obligations under capital leases-net of current portion                                    3,785                7,579
                                                                                   -----------------     ----------------
             Total other liabilities                                                       1,691,477            2,041,246
                                                                                   -----------------     ----------------


 Minority Interest                                                                            37,838                    -
                                                                                   -----------------     ----------------

Stockholders' Equity
- --------------------
   Preferred stock (500,000 $.01 par value authorized and unissued)                                -                    -
   Common stock (20,000,000 $.01 par value common shares
      authorized; 11,339,379 at May 31, 2002,  and 11,326,379
      at November 30, 2001 issued and outstanding)                                           114,742              113,285
   Additional paid-in capital                                                             22,952,334           21,986,961
   Additional paid-in capital - stock options                                                362,173              309,757
   Stock subcription receivable                                                               (5,000)                   -
   Accumulated other comprehensive income (loss)                                             (13,020)              42,496
   Accumulated deficit                                                                    (8,157,645)          (7,931,231)
                                                                                   -----------------     ----------------
             Total stockholders' equity                                                   15,253,584           14,521,268
                                                                                   -----------------     ----------------
                                                                                        $ 18,260,135         $ 17,394,346
                                                                                   =================     ================
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                             of these statements.

                                       3
<PAGE>

                 CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
                                                              Three Months Ended                    Six Months Ended
                                                              ------------------                    -----------------
                                                              May 31,           May 31,           May 31,            May 31,
                                                               2002              2001              2002               2001
                                                          -------------      ------------      ------------       ------------
<S>                                                       <C>                <C>               <C>                <C>
Revenue                                                     $ 1,792,345       $ 1,870,871       $ 3,277,131        $ 2,632,489
                                                          -------------      ------------      ------------       ------------

Costs and Expenses:
   Cost of sales                                                590,067           395,064         1,144,105            659,512
   Marketing, general & administrative expenses               1,418,499           941,219         2,342,422          1,750,167
   Research, development and related engineering                 20,651             1,500            45,739             19,091
   Depreciation and amortization                                119,120            79,629           238,239            148,184
                                                          -------------      ------------      ------------       ------------

Total cost and expenses                                       2,148,337         1,417,412         3,770,505          2,576,954
                                                          -------------      ------------      ------------       ------------

Operating Income (Loss)                                        (355,992)          453,460          (493,374)            55,535
                                                          -------------      ------------      ------------       ------------

Other Income and (Expense):

   Interest Income                                               13,175            25,305            35,533             61,447
   Interest Expense                                             (18,945)             (466)          (19,467)              (994)
   Other Income                                                 266,221           195,142           666,221            370,142
   Settlement on Litigation                                    (107,500)                -          (107,500)                 -
   Loss on Sale of Marketable Securities                              -           (31,425)                -           (131,899)
                                                          -------------      ------------      ------------       ------------
Total other income                                              152,951           188,556           574,787            298,696

Income (loss) before minority interest
   and equity in earnings of affiliates                        (203,041)          642,016            81,413            354,231
                                                          -------------      ------------      ------------       ------------

Equity in earnings of affiliates                                (45,170)                -          (269,989)                 -
Minority Interest                                               (24,846)                -           (37,838)                 -
                                                          -------------      ------------      ------------       ------------
                                                                (70,016)                -          (307,827)                 -
                                                          -------------      ------------      ------------       ------------
Net Income (Loss)                                           $  (273,057)      $   642,016       $  (226,414)       $   354,231
                                                          =============      ============      ============       ============
Net income (loss) per share - basic and diluted                  ($0.02)      $      0.06            ($0.02)       $      0.03
                                                          =============      ============      ============       ============
Number of Shares Used In Computation
Basic and diluted                                            11,339,379        10,194,831        11,335,165         10,168,945
                                                          =============      ============      ============       ============

Comprehensive income (loss):
 Net income (loss):                                            (274,101)          642,016          (226,414)           354,231
 Other comprehensive income (loss)
 Net increase (decrease) in value
   of marketable securities                                     (11,512)          (28,563)          (55,516)           (29,810)
                                                          -------------      ------------      ------------       ------------
Comprehensive income (loss)                                    (285,613)          613,453          (281,930)           324,422
                                                          =============      ============      ============       ============
Comprehensive income (loss) per share - basic and
   diluted                                                       ($0.03)      $      0.06            ($0.02)       $      0.03
                                                          =============      ============      ============       ============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                        4
<PAGE>

                CRYO-CELL INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                    ----------------

                                                                                May 31,           May 31,
                                                                                 2002              2001
                                                                                 ----              ----
<S>                                                                         <C>                 <C>
Cash Flows from Operating Activities
     Net Income (Loss)                                                      $  (226,414)        $   354,231
     Adjustments to reconcile net income (loss)
     to cash used for operating activities:
        Depreciation and amortization                                           255,689             164,269
        Loss on sale of marketable securities                                         -             131,899
        Issuance of common stock for interest and services rendered              52,416             185,987
        Equity in earnings of affiliates                                        269,989                   -
        Minority interest                                                        37,838                   -
      Changes in assets and liabilities:
         Accounts receivable                                                    (45,259)            (44,116)
         Receivable - Revenue Sharing Agreement                                       -            (690,000)
         Receivable - Affiliate                                                (164,864)                  -
         Note Receivable                                                       (200,000)           (100,000)
         Prepaid expenses and other current assets                              (98,155)            (70,698)
         Deposits                                                                12,684            (399,300)
        Investment-option to purchase                                           100,000                   -
        Accounts payable                                                        475,727              84,808
        Accrued expenses                                                        437,565             (35,680)
        Unearned revenue and deposits                                          (345,975)           (214,350)
                                                                           ------------       -------------
Net cash provided by (used for) operating activities                            561,241            (632,950)
                                                                           ------------       -------------

Cash flows from investing activities:
        Loan receivable                                                               -             250,000
        Marketable Securities                                                    22,772                   -
        Purchases of property and equipment                                    (567,376)           (334,423)
        Payments for intangible assets                                             (608)             (8,435)
                                                                           ------------       -------------
Net cash provided by (used for) investing activities                           (545,212)            (92,858)
                                                                           ------------       -------------

Cash flows from financing activities
        Proceeds from the sale of securities                                    521,770              52,101
        Proceeds from the issuance of common stock                                    -              24,500
        Proceeds from the sale of warrants                                            -             200,000
        Private placement fees                                                  (67,340)                  -
        Stock subscription receivable                                            (5,000)                  -
        Exercise of stock options                                                43,000              56,000
        Repayment of capital leases                                              (4,681)             (4,154)
                                                                           ------------       -------------
Net cash provided by financing activities:                                      487,749             328,447
                                                                           ------------       -------------

     Increase (decrease) in cash and cash equivalents                           503,778            (397,361)

     Beginning of period                                                      5,540,751           2,695,794
                                                                           ------------       -------------
     End of period                                                          $ 6,044,529         $ 2,298,433
                                                                           ============       =============

Supplemental disclosure of cash flow information:

      Interest                                                              $    19,467         $       994
                                                                           ============       =============
      Income taxes                                                          $         -         $         -
                                                                           ============       =============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                              of these statements.

                                        5
<PAGE>

NOTE 1 - FINANCIAL STATEMENTS

     The Consolidated Financial Statements including the Consolidated Balance
Sheet as of May 31, 2002, Consolidated Statements of Operations and
Comprehensive Income, and Cash Flows for the six months ended May 31, 2002 have
been prepared by the Company, without audit. In the opinion of Management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and changes in
cash flows at May 31, 2002 and for all periods presented have been made.

     Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's November 30, 2001 Annual
Report on Form 10-KSB.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

     On April 6, 2000, the Company entered into a renewable two-year agreement
with COLTEC, Ltd. for the exclusive license to market the Company's U-Cord
program in Europe. The marketing rights allow COLTEC, Ltd. to directly market
the U-Cord program, sell revenue sharing agreements or further sub-license the
marketing rights throughout Europe. The Company received $1,400,000 in cash in
2000 as an up front licensing fee, of which $465,000 and $700,000 were recorded
in fiscal 2000 and 2001, respectively. As of May 31, 2002, the Company
recognized the remaining $235,000 of the licensing fee income for fiscal 2002.
Pursuant to the agreement the Company is entitled to on-going licensing fees of
10.5% to 20% of adjusted U-CORD processing and storage revenues to be generated
in Europe of which $20,454 is reflected in income in 2001. The agreement granted
COLTEC, Ltd. a three-year option to purchase 100,000 shares of the Company's
common stock at $8.00 per share and up to 100,000 additional options at $12.00
per share which were issued in 2001 at $10.00 per share. Both of the options
were exercised on August 28, 2001 for an aggregate of $1,800,000. Subsequent to
the licensing agreement date, COLTEC, Ltd. formed a corporation, CRYO-CELL
Europe, B.V. to engage in the cryogenic cellular storage business under the
agreement. On September 19, 2000, the Company entered into an agreement to
purchase approximately 6% of CRYO-CELL Europe, B.V. In October and November
2000, the Company paid $1,000,000 for 38,760 shares of the capital stock of
CRYO-CELL Europe, B.V. The Company owned these shares on January 24, 2001.

     On October 15, 2001 the Company signed a renewable two-year agreement with
CRYO-CELL De Mexico, S.A. De C.V. (CCEL MEX) whereby the Company granted CCEL
MEX an exclusive license for the operation and commercialization of the CRYO-
CELL U-Cord program in Mexico, Ecuador and Central America which includes the
collection, processing and storage of umbilical stem cells as well as allowing
CCEL MEX exclusive rights to sublicense the U-Cord program in these geographic
areas. The consideration for the license to CCEL MEX is $600,000 of which
$200,000 was paid to the Company in fiscal 2001 and the balance is to be paid in
installments of $100,000 due June 2002, $100,000 due October 2002 and $200,000
due January 2003. The Company is entitled to on-going licensing fees of 15% to
25% of adjusted U-Cord processing and storage revenues to be generated in
Mexico, Ecuador and Central America as well as 10% from the money received by
CCEL MEX for the granting of sublicenses. The Company has no other obligations
to CCEL MEX other than to provide technical assistance and training so that it
can be self-operational. These procedures were substantially completed by
November 30, 2001. Accordingly, the Company recognized $500,000 in licensing fee
income in fiscal 2001 with respect to this agreement. For the six-month period
ended May 31, 2002 the Company recognized the remaining $100,000 as licensing
fee income, which is included in Other Income.

                                       6
<PAGE>

NOTE 2 - COMMITMENTS AND CONTINGENCIES (CONT'D)

     In October 2001 the Company finalized a renewable three-year contract with
CRYO-CELL Middle East, Inc. (CCEL ME) for the exclusive license to market the
Company's U-Cord program in Israel, the Middle East and Turkey. The license
allows CCEL ME to directly market the Company's U-Cord program and further
sublicense the marketing rights throughout Israel, Turkey, Jordan, Lebanon,
Egypt, Saudi Arabia, Kuwait, Qatar, United Arab Emirates (including Dubai),
Bahrain, Oman and Yemen ("the Licensed Area"). The agreement provides for the
Company to receive $1,000,000, (allocated $500,000 to Israel and $500,000 to
Turkey and the Middle East), of which it received $100,000 in fiscal 2001 and
the balance being payable in three installments of $200,000 due July 2002,
February 2003 and November 2003 and one installment of $300,000 due July 2004.
The Company is also entitled to licensing fees of 10.5% to 18% of adjusted U-
CORD processing and storage revenues to be generated in the Licensed Area as
well as 10% from the money received by CCEL ME for the granting of sublicenses.
CCEL ME has up to one year to terminate the Turkey and Middle East portion of
this agreement. The Company is required to train and provide technical and
marketing support to CCEL ME. In addition, the Company sold 50,000 of its common
stock warrants ($1.00 each) in fiscal 2001, expiring July 9, 2006, to the chief
operating officer of CCEL ME and an entity affiliated to him to purchase an
equal number of common shares of the Company at a strike price of $9.00. As of
May 31, 2002 the Company has recognized $125,000 as licensing fee income.

NOTE 3 - LEGAL PROCEEDINGS

     The Company is involved in the following legal proceedings:

     In July 1999, the Company entered into a 20-year exclusive agreement with
The Cancer Group Institute, LLC, a cancer information service. The agreement
dealt with the establishment of a business for the preservation of tumor tissue
relative to cancer treatment protocols. Cancer Group and Michael Braham were to
be provided options in CCEL stock when their efforts resulted in 100 oncologists
submitting patients' tumor tissue to CRYO-CELL. The Cancer Group represented
that its Web site, www.cancergroup.com was accessed by approximately 25,000
oncologists, radiologists and cancer patients daily. Relying on this
information, in December 1999, the Company obtained an option to purchase The
Cancer Group Institute and all of its assets, including its Web site,
www.cancergroup.com. On or about September 20, 2001, The Cancer Group Institute,
LLC, a Florida Limited Liability Company and Michael Braham, an individual filed
a lawsuit against the Company in the Circuit Court of the 11th Judicial Circuit,
Miami-Dade County, Case No. 01-22158-CA-30. The suit alleges that CRYO-CELL
breached a contract with The Cancer Group, LLC and Michael Braham, individually,
by not providing the options and seeks an unspecified amount of damages. CRYO-
CELL filed a counter suit claiming breach of contract against The Cancer Group,
LLC and Michael Braham. On May 23, 2002 the Company entered into a settlement
agreement with The Cancer Group Institute LLC. As part of the settlement, the
agreement dated July 20, 1999 between the companies is null and void. , CRYO-
CELL agrees to issue The Cancer Group an option to purchase twelve thousand five
hundred (12,500) shares of CRYO-CELL common stock at an exercise price of $3.75
per share and the Company paid The Cancer Group the sum of $7,500 (Seven
Thousand Five Hundred Dollars). The $100,000 that was previously paid as an
option to purchase The Cancer Group was expensed during the period and is
included in Other Expenses.

     On January 30, 2002, the Company was served with a complaint by its former
President and Chief Operating Officer, Wanda Dearth. The complaint (Case No. 02-
000811-CI-15) was filed in the Circuit Court of the Sixth Judicial Circuit of
the State of Florida, Pinellas County. The complaint alleges that the Company
breached an agreement with Ms. Dearth and is seeking damages and attorney's
fees. The Company's Board of Directors terminated Ms. Dearth's employment on
December 19, 2001. The Company believes that it is justified in its action,
believes the suit has no merit and is considering its legal options, including
filing a counter suit.

                                       7
<PAGE>

NOTE 3 - LEGAL PROCEEDINGS (CONT'D)

     On February 22, 2002 the Company received a complaint filed by Pharmastem
Therapeutics, Inc. in the United States District Court of Delaware (Wilmington),
Case No. 02-CV-198, alleging patent infringement. Pharmastem, a Delaware
corporation, has named eight companies active in cord blood banking in the suit,
which seeks an injunction against the companies, an unspecified amount of
damages or royalties, treble damages and attorney's fees. The Company has
consulted with their patent attorney who believes that the asserted patents are
not valid and even if valid, believes that CRYO-CELL's business of collecting,
processing and cryopreserving cord blood cells does not infringe either of the
asserted patents. The Company also notes that it believes that the corresponding
patents in other jurisdictions outside the United States have been invalidated.

NOTE 4 - STEM CELL PRESERVATION TECHNOLOGIES, INC.

     The Board of Directors of the Company declared a dividend payable in shares
of common stock of the Company's subsidiary, Stem Cell Preservation
Technologies, Inc. (SCPT) on July 25, 2001. The Company's shareholders are to
receive three (3) shares of SCPT common stock for every four (4) shares of the
Company's common stock the Company's shareholders own as of the record date of
August 31, 2001. An independent appraisal valued SCPT as of August 31, 2001 at
$62,500 or less than $0.01 per share, as adjusted for the September 2001 forward
split of 1,350 to 1.

     The Board of Directors of the Company on August 21, 2001 reserved 1,000,000
shares of the common shares of SCPT (as adjusted for the September 2001 forward
split) that CRYO-CELL International, Inc. would own after the dividend is paid
for the purpose of incentives for the recruiting of and rewarding of key SCPT
executives. SCPT cancelled these shares and retired these shares. As of November
30, 2001, three officers and directors of SCPT had received stock grants of
25,000 common shares each under this plan for services rendered and 925,000
common shares are available for future issuance. The fair value of the shares
granted was $1,500, which was charged to operations.

     The Company's Board of Directors on August 29, 2001 granted options to
purchase an aggregate of 850,000 common shares of SCPT at $0.02 per share to
four officers of the Company. The grant price was in excess of the fair value of
the shares at the date of grant. Three of the officers exercised their options
for 805,000 common shares and at February 28, 2002 an option for 45,000 of these
shares to the Company's former President (See Legal Proceedings) was not
exercised. The Board of Directors of the Company also authorized the issuance of
195,000 common shares of SCPT to Saneron CCEL Therapeutics, Inc. (See Note 5).

     In July 2001, SCPT entered into a financing agreement with Financial
Holdings and Investments Corp. (FHIC) whereby SCPT borrowed $500,000 of which
$467,000 has been received as of November 30, 2001 as evidenced by an 8%
interest bearing note payable no later than thirteen months from the date of the
note provided SCPT shall repay $300,000 of the principal if and when the SCPT
realizes $1,500,000 from the sale of its securities. FHIC's subsidiary is the
placement agent for the sale of SCPT's securities. SCPT agreed to issue FHIC
250,000 (as per May 22, 2002 amendment below, shares reduced to 150,000) of its
common shares, as adjusted for the September 2001 forward split, as additional
compensation. SCPT's counsel also received 45,000 common shares for its legal
services. Both issuances of shares were valued at their fair value of $3,400 and
reflected in accompanying financial statements as deferred financing costs. SCPT
used $300,000 of the proceeds received as payment for its investment in CRYO-
CELL Europe NV and CRYO-CELL Italia, S.r.l. Of the 12,870,000 issued and
outstanding common shares of SCPT at November 30, 2001, the Company owned
11,500,000 (89.4%) shares. Upon payment of the dividend the Company will own
approximately 3,200,000 (24.9%) shares of SCPT.

                                       8
<PAGE>

NOTE 4 - STEM CELL PRESERVATION TECHNOLOGIES, INC. (CONT'D)

     On November 1, 2001, SCPT offered for sale 1,250,000 shares of its common
stock at $2.00 per share in a private placement offering through a private
placement agent, Newbridge Securities Corporation, a subsidiary of FHIC. The
placement agent is to receive a commission of 10% of the gross proceeds from the
offering and a non-accountable expense reimbursement of 3% of the gross sale
proceeds. The Placement Agent originally was to receive warrants to acquire
25,900 common shares exercisable at $2.20 per share. As per the May 22, 2002
debt conversion agreement (see below), the warrant issuance was cancelled in
exchange for the issuance of 22,500 common shares. The number of shares
purchasable under these warrants is equal to 10% of the shares sold under the
private offering. The number of shares sold under the offering may be increased
to 2,500,000. The offering period originally terminated on December 31, 2001 but
was extended until February 28, 2002. By the closing of the offering on February
28, 2002, accredited investors subscribed for 259,000 common shares at $2.00 per
share for a total of $518,000. $207,060 was received by February 28, 2002 and
$238,600 of stock subscription receivable was received in March 2002. Offering
costs amounted to $121,170 of which $67,340 was deducted from the proceeds,
$33,000 was paid in the three months ended February 28, 2002 and $20,830 was
deferred at November 30, 2001.

     On May 22, 2002, FHIC agreed to convert the $500,000 note and accrued
interest thereon into 250,000 shares of SCPT's common stock and was paid an
incentive fee of $20,000 to convert the note into the common shares. The
conversion agreement also required FHIC to reduce the 250,000 shares of SCPT's
common stock received as additional compensation under the original terms of the
July 2001 financing agreement to 150,000 shares in full satisfaction.

NOTE 5 - INVESTMENTS IN AFFILIATES

Saneron CCEL Therapeutics, Inc.

     On October 10, 2001, the Company's subsidiary, CCEL Bio-Therapies, Inc.
(CCBT), effected the July 10, 2001 merger agreement with Saneron Therapeutics,
Inc. (STI) with CCBT remaining as survivor. The STI shareholders received 56.58%
of the merged entity and the Company retained a 43.42% interest. Prior to the
merger, CCBT was inactive and had no assets or liabilities. The agreement
required the Company to (i) contribute to CCBT 260,000 shares of its common
stock (which were actually issued on February 14, 2002) and 195,000 shares of
common stock of its subsidiary, SCPT, (ii) convert an advance of $150,000 to STI
to capital, (iii) assign certain licenses for stem cell research between the
Company, The University of South Florida and the University of South Florida
Research Foundation, including all obligations that the Company had under such
license agreements, and, (iv) change CCBT's name to Saneron CCEL Therapeutics,
Inc. The fair value of the assets contributed by the Company aggregated
$2,377,900. STI at the merger date had a historical capital deficiency of
$10,000, which included intangible assets that were not assigned any value by
its management. The intangible assets of STI consist of patents and all
marketing rights thereto, licenses, research and development, and future
research grants of approximately $3,000,000, all of which were not assigned a
value by management. The merger caused the recognition of $3,248,600 in goodwill
on the books of CCBT, which, as of May 31, 2002, is not considered to be
impaired by management. The Company recognized an expense of $234,989 in the six
months ended May 31, 2002 under the equity method from this minority owned
subsidiary.

                                       9
<PAGE>

NOTE 5 - INVESTMENTS IN AFFILIATES (CONT'D)

CRYO-CELL Europe N V

     On September 28, 2000, the Company purchased a 6% equity interest in CRYO-
CELL Europe, NV (CRYOC) for $1,000,000. The Company's decision to make this
investment was based on the decision of a large insurance company to provide
coverage to its pregnant policyholders. In October 2001 the Company's
subsidiary, Stem Cell Preservation Technologies, Inc. (SCPT) acquired a 1%
interest in CRYOC for $150,000. On October 3, 2001, the Company issued to CRYOC,
17,750 shares of the Company's common stock, whose fair value at issuance was
$112,713, as payment for an option to acquire an additional 60% interest in
CRYOC for $13,500,000. The option is for one year and is payable in shares of
the Company's common stock or other securities acceptable to CRYOC. The Company
may, at its discretion, extend the option to acquire the 60% interest for an
additional 120 days for no additional consideration if the Company demonstrates
to CRYOC that it is in active negotiations with any other company which has
expressed an interest in seeing the option exercised. The Company accounts for
its investment in CRYOC at cost.

CRYO-CELL Italia, S.r.l.

     SCPT simultaneous with its investment in CRYOC acquired a 2.19% interest in
CRYO-CELL Italia, S.r.l. (CCI) from CRYOC for $150,000. The Company on August
29, 2001 purchased 21.9% of CCI from CRYOC for $1,800,000. The investments in
CCI are for an umbilical cord bank to be opened within Italy. The purchase price
of the interests in CCI by both the Company and SCPT included a 21.9% and 2.19%
interest, respectively, in a yet to be formed umbilical cord blood bank entity
which is planned to commence operations in the Iberian Peninsula. The Company
also received a first right of refusal to purchase from CRYOC its remaining
18.91% interest in CCI. The excess of cost of the investment in CCI over the
book value of Italia at the time of acquisition was approximately $1,850,000. At
May 31, 2002, this goodwill is not considered by management to be impaired. The
Company reflects its effective 23.172% interest in Italia under the equity
method, which approximates the cost of the investment. The final execution of
this agreement is deemed to be a non-cash transaction.

     In February 2002, the Italian Ministry of Health issued an ordinance
restricting private cord blood collection. The statutory basis under Italian law
for this action was Section 107 of the Regulation of Transfusion and Production
of Blood Products, which requires that these activities be conducted by duly
licensed organizations. In April and May 2002 petitions against the ordinance
were brought by CCI and three mothers in separate actions. CCI and the mothers
prevailed in all three circumstances resulting in the court permitting the
collection and export of the cord blood specimens. The ruling is under appeal.
Draft blood product and banking legislation is currently pending in the Italian
Parliament which includes a provision that expressly allows private cord blood
banking activities within the country. Management believes such legislation will
be enacted in the fall of 2002. While there can be no certainty, CCI management
believes the company will be able to operate its private cord blood banking
operations within the country.

NOTE 6 - SUBSEQUENT EVENTS

     On June 18, 2002, Daniel D. Richard resigned from his positions as Chairman
and Chief Executive Officer of the Company. John V. Hargiss was appointed to the
position of Chief Executive Officer and Mercedes Walton, a Company director, was
elected Chairman of the Board. The Board awarded Mr. Richard a $250,000
retirement bonus which was recorded at May 31, 2002 and conditionally awarded,
200,000 stock options at 110% of market value at the time of grant from the
Company's Stock Incentive

                                       10
<PAGE>

NOTE 6 - SUBSEQUENT EVENTS (CONT'D)

Plan upon the successful completion of certain performance milestones. Mr.
Richard will be paid $200,000 per year over the next 10 years as part of a
long-term consulting agreement with the Company. The agreement constitutes a
survivor's benefit to his widow in the event of death before the expiration of
the 10-year period. The Company plans to take steps in an effort to protect
against any future obligation resulting from the survivorship benefit by seeking
insurance coverage in the amount of such potential liability.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operation.

       CRYO-CELL International, Inc. was incorporated on September 11, 1989 in
the state of Delaware. It is engaged in cryogenic cellular storage and the
design and development of cellular storage devices. The Company's current focus
is on the processing and preservation of umbilical cord (U-Cord(TM)) blood stem
cells for autologous/sibling use. The Company believes that it is the fastest
growing commercial firm currently specializing in separated umbilical cord blood
stem cell preservation. CRYO-CELL has pioneered several technologies that allow
for the processing and storage of specimens in a cryogenic environment. The
Company's original mission of affordability for U-Cord blood preservation
remains in effect. These technologies include a process for the storage of
fractionated (separated) U-Cord stem cells and the development and patenting of
the first computer controlled, robotically operated cryogenic storage system.
Its headquarters facility in Clearwater, Florida handles all aspects of its
business operations including the processing and storage of specimens.

       The following is a discussion and analysis of the financial condition and
results of operations of the Company for the quarter ended May 31, 2002 as
compared to the same period of the prior year.

Stem Cell Preservation Technologies, Inc.

       On July 25, 2001, the Board of Directors of CRYO-CELL International, Inc.
announced that the Company will declare and distribute a stock dividend in the
shares of its wholly-owned subsidiary, Stem Cell Preservation Technologies, Inc.
Stem Cell Preservation Technologies, Inc. is a development stage company, which
will be involved in the development of marketing programs for the collection and
preservation of adult stem cells.

       All shareholders of record of CRYO-CELL on August 31, 2001 will receive a
distribution of three shares of Stem Cell Preservation Technologies, Inc. common
stock for every four shares of CCEL that they owned on the record date. The
payment date of the shares to be distributed will follow the effective date of a
registration statement. In June 2002, Stem Cell Preservation Technologies, Inc.
filed a registration statement and is in the process of responding to comments
from the Securities and Exchange Commission. Upon the effective date of the
registration statement and distribution of the shares, shareholders will be able
to sell one-third of their shares immediately and the remaining two-thirds
equally over the two years following the effective date.

Safti-Cell, Inc.

       In October 2001 the Company sold 90% of Safti-Cell, Inc. a wholly owned
subsidiary of the Company, to Diversified Cellular Storage, Inc. Diversified
Cellular Storage will be building a state-of-the-art "back-up" cellular storage
facility in Sedona, Arizona. According to the terms of the agreement,
Diversified Cellular Storage has committed land and property in excess of five
hundred thousand dollars, at no cost to Safti-Cell, Inc., and will be building a
fireproof and earthquake resistant storage facility. As a

                                       11
<PAGE>

result of the transaction, the Company retained a 10% of Safti-Cell, Inc. and
will receive a 2% share in secondary storage of stem cells. In addition, if
Diversified Cellular Storage agrees to build a prototype of a CRYO-CELL
multi-million capacity facility for DNA back-up storage, CRYO-CELL will receive
an additional 8% equity in the DNA back-up storage program.

Saneron CCEL Therapeutics, Inc.

       In February 2000, the Company, through its subsidiary CCEL BIO-THERAPIES,
Inc., entered into a research agreement with the University of South Florida at
Tampa to collaborate on a technology for the potential treatment of a number of
debilitating degenerative diseases. The research project is to be conducted at
the University's laboratory facilities. In March 2000, the Company transferred
$200,000 to CCEL BIO-THERAPIES, Inc. to meet its funding commitment. CCEL BIO-
THERAPIES, Inc. and the University are co-assignees of a filed patent
application covering the technology. An application has been made for federal
grants (STTR research grants) on behalf of CCEL BIO-THERAPIES, Inc. In addition,
an application was filed for a State of Florida I-4 (now Hi-Tech Corridor)
matching grant. The Company has been granted worldwide marketing rights for any
product developed as a result of this research program. Under the terms of the
agreement, the University will receive standard royalty payments on any future
product sales. In February 2001, the Company paid the University an initial
$100,000 license payment with the issuance of 15,000 shares of the Company's
common stock. In May 2001, the Company paid the University the first two
benchmark payments totaling $200,000 with the issuance of 50,000 shares of the
Company's common stock. The University was awarded the Hi-Tech Corridor grant in
the amount of $100,000. In September 2001, CCEL BIO-THERAPIES was awarded the
STTR grant in the amount of $107,000.

       In October 2001, Saneron Therapeutics, Inc. merged into CCEL
Bio-Therapies, Inc., which then changed its name to Saneron CCEL Therapeutics,
Inc. As part of the merger, the Company contributed 260,000 shares of its common
stock. The world marketing rights granted through licenses to Saneron and CCEL
BIO-THERAPIES, INC. have been assigned to the merged company. Saneron CCEL
Therapeutics, Inc. has been granted patents in many countries throughout the
world for the therapeutic use of sertoli cells. Intellectual property for human
cord blood as a source of stem cells has been filed jointly by the University of
South Florida and Daniel D. Richard and has been assigned to Saneron CCEL
Therapeutics, Inc. At the conclusion of the merger the Company retained a 43.42%
minority interest in Saneron CCEL Therapeutics, Inc.

International Expansion

Europe. On April 6, 2000, the Company entered into a renewable agreement with
COLTEC, Ltd. for the exclusive license to market the Company's U-Cord program in
Europe. The marketing rights allow COLTEC, Ltd. to directly market the U-Cord
program, sell revenue sharing agreements or further sub-license the marketing
rights throughout Europe. The Company received $1,400,000 in cash for the
marketing license and will receive royalties of 10.5% to 20% of adjusted U-Cord
processing and storage revenues to be generated in Europe, and granted COLTEC,
Ltd. a three year option to purchase 100,000 shares of the Company's common
stock ($8.00 exercise price) and will issue up to 100,000 additional options
($10.00 exercise price), as needed, to facilitate sales of sub-licensing and/or
revenue sharing agreements in Europe. Subsequent to the licensing agreement
date, COLTEC, Ltd. formed a corporation, CRYO-CELL Europe, B.V. to engage in the
cryogenic cellular storage business under the agreement. On September 19, 2000
the Company entered into an agreement to purchase approximately 6% of CRYO-CELL
Europe, B.V. In October and November 2000, the Company paid $1,000,000 for
38,760 shares of the capital stock of CRYO-CELL Europe, B.V. The Company owned
these shares on January 24, 2001.

       On August 28, 2001, the Company entered into an agreement with CRYO-CELL
Europe, N.V. to purchase 21.9% of CRYO-CELL Italia, Srl from CRYO-CELL Europe's
equity in this emerging business

                                       12
<PAGE>

entity. Through its prior agreement with CRYO-CELL Europe, the Company will
receive a portion of the processing and storage fees generated by CRYO-CELL
Italia's operations. The Company's equity purchase of $1,800,000 was facilitated
by the exercise of previously issued stock options.

       On October 3, 2001, the Company issued CRYO-CELL Europe, N.V. 17,750
shares of the Company's common stock for payment of an option to acquire an
additional 60% interest in CRYO-CELL Europe, N.V. for $13,500,000. The option is
for one year and is payable in shares of the Company's common stock or other
securities acceptable to CRYO-CELL Europe, N.V.

Mexico. On June 13, 2001, the Company entered into an agreement for the
exclusive license to market the Company's U-Cord program in Mexico. The license
allows CRYO-CELL de Mexico to directly market and operate the U-Cord program
throughout Mexico, Central America and Ecuador. The total cost of the license is
$900,000 and the licensing fees are 10.5% to 18% of adjusted U-Cord processing
and storage revenues to be generated in Mexico and Central America. Per the
agreement CRYO-CELL de Mexico will purchase 100,000 warrants at $1.00 each
giving them the right to purchase 100,000 shares of the Company's common stock
at an exercise price of $8.00 per share. As of May 31, 2002, $300,000 was
received. The remainder of the payments are due to be paid in three installments
over a two-year period.

       During October 2001, the License Agreement was revised. The initial cost
of the license was reduced to $600,000 in exchange for a higher percentage of
on-going fees. The Company will now receive 15% of processing fees and 25% of
annual storage fees.

Israel. On August 15, 2001, the Company entered into an agreement with CRYO-CELL
Israel for the exclusive license to market the Company's U-Cord program in
Israel. The total cost of the license is $500,000. In addition to the license
fees, the Company is entitled to receive 15% of net processing revenues and at
least 18% of annual storage fees generated by CRYO-CELL Israel's operations. In
addition the Company agreed to the sale of 50,000 warrants at $1.00 each to
purchase shares of CCEL at $9.00 per share over the next five years. The Company
has received the deposit of $50,000 and $50,000 for the purchase of the
warrants. The remainder of the payments is due to be paid in four installments
over a three-year period.

Middle East. On August 15, 2001, the Company entered into an agreement with
CRYO-CELL Middle East, Inc. (CME) for the exclusive license to market the
Company's U-Cord program in the Middle East and Turkey. The total cost of the
license is $500,000, which will be recognized by the Company over a three-year
period. In addition to the license fees, the Company is entitled to receive 15%
of net processing revenues and at least 18% of annual storage fees generated by
CME's operations. In addition the Company agreed to the sale of 50,000 warrants
at $1.00 each to purchase shares of CCEL at $9.00 per share over the next five
years. The Company has received the deposit of $50,000 and $50,000 for the
purchase of the warrants. The remainder of the payments are due to be paid in
four installments over a three-year period. If, after payment of any monies
towards the portion of the License for the Middle East and Turkey, CME
determines that it no longer wants to operate in these countries, CME may void
the portion of the License for the Middle East and Turkey within one year from
the date of the agreement. In this case all of the monies paid by CME will be
applied to the Israel portion of the License fees.

Results of Operations

Revenues. Revenues for the six months ended May 31, 2002 were $3,277,131 as
compared to $2,632,489 for the same period in 2001 representing a 24% increase.
The revenues for the six months ended May 31, 2001 include $750,000 from the
sale of a Revenue Sharing Agreement and $1,882,489 in sales from its customers.
Therefore, actual processing and storage revenue from sales to customers
increased $1,394,642 or 74%. The increase in revenues reflects the significant
growth in the processing and storage

                                       13
<PAGE>

revenue associated with the Company's U-Cord(TM) stem cell program. The Company
believes that the growth is a result of its investments in its various marketing
programs. The upward sales trend has continued into the third quarter of fiscal
2002.

Cost of Sales. Cost of sales for the six months ended May 31, 2002 was
$1,144,105 as compared to $659,512 in 2001. The cost of sales for the six months
ended May 31, 2002 and May 31, 2001 represents the associated expenses resulting
from the processing and testing of the U-CordTM specimens in the Company's own
state of the art laboratory in Clearwater, Florida.

Marketing, General and Administrative Expenses. Marketing, general and
administrative expenses during the six months ended May 31, 2002 were $2,342,422
as compared to $1,750,167 in 2001. The increase reflects, in part, the expenses
of additional personnel, market development, clinical services expansion and
related expenses associated with the growth of the Company's cellular storage
program.

Research, Development and Related Engineering Expenses. Research, development
and related engineering expenses for the six months ended May 31, 2002, were
$45,739 as compared to $19,091 in 2001. The expenses incurred during the six
months ended May 31, 2002 are the result of the continued development of the
Company's second-generation cellular storage system. The expenses incurred in
2001 reflect the funding of the research project between the Company's
subsidiary, CCEL Bio-Therapies, Inc., and the University of South Florida at
Tampa.

During the period since its inception, the Company's research and development
activities have principally involved the design and development of its cellular
storage systems ("CCEL Cellular Storage System") and in securing patents on
same. The Company believes that its long-term cellular storage units can provide
an improved ability to store cells or other material in liquid nitrogen, its
vapors or other media. The units are controlled by a computer system, which
robotically inserts vials in pre-selected storage areas inside the chamber.
Additionally, the stored material can be robotically inserted or retrieved by
computer on an individual basis without all of the remaining specimens being
exposed to ambient temperature. The efficient use of storage space and a dual
identification system for inventory control is a competitive advantage for the
Company. The Company is the assignee of all patents on the units.

Liquidity and Capital Resources

       At May 31, 2002, the Company had cash and cash equivalents of $6,044,529
as compared to $2,298,433 at May 31, 2001. The increase in cash and cash
equivalents was a result of the $3,837,955 that the Company received from the
exercise of options regarding 785,450 shares of the Company's common stock
during 2001.

       Through May 31, 2002, the Company's sources of cash have been from sales
of its U-Cord program to customers, the issuance of common stock from the
exercise of common stock options, the sales of Revenue Sharing Agreements and
the sale of subsidiary stock (prior to 1998).

       The Company anticipates that its cash on-hand, cash flows from operations
and receivables from its agreements will be sufficient to fund its growth for
the foreseeable future. Cash flows from operations will depend primarily on the
success of obtaining increasing revenues resulting from its umbilical cord blood
cellular storage marketing campaign.

                                       14
<PAGE>

Forward Looking Statements

       This Form 10-QSB, press releases and certain information provided
periodically in writing or orally by the Company's officers or its agents may
contain statements which constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The terms "CRYO-CELL International, Inc. ,"
"CRYO-CELL" "Company," "we," "our" and "us" refer to CRYO-CELL International,
Inc. The words "expect," "believe," "goal," "plan," "intend," "estimate" and
similar expressions and variations thereof, if used, are intended to
specifically identify forward-looking statements. Those statements appear in a
number of places in this Form 10-QSB and in other places, particularly,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things:

       (i)     our legal proceedings;
       (ii)    our anticipated future cash flows;
       (iii)   our liquidity and capital resources;
       (iv)    our licensing arrangements and future operating plans;
       (v)     our future performance and operating results;

       Investors and prospective investors are cautioned that any such forward-
looking statements are not guarantees of future performance and involve risks
and uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors. The
factors that might cause such differences include, among others, the following:

       (i)    any material inability to successfully optimize the opportunities
              available to us from our licensing agreements;
       (ii)   any material reductions in the our liquidity and working capital;
       (iii)  any adverse effect or limitations caused by any governmental
              regulations, proceedings or actions;
       (iv)   any continued or increased losses, or any inability to obtain
              acceptable financing, where desirable in the future, in connection
              with our operating or growth plans;
       (v)    any increased competition in our business;
       (vi)   any decrease or slow down in the number of people seeking to store
              umbilical cord blood stem cells or decrease in the number of
              people paying annual storage fees;
       (vii)  the effect of any future reduced cash position and future
              inability to access borrowings;
       (viii) any adverse impacts on our revenue or operating margins due to the
              costs associated with increased growth in our business;
       (ix)   any adverse developments impacting our continued relationship with
              and success of our licensees;
       (x)    any inability to achieve increases in revenue or earnings from
              umbilical cord blood stem cell storage;
       (xi)   any future inability to substantially achieve the objectives
              expected from the successful implementation of our strategy;
       (xii)  the combined decline of public market interest in the Company's
              business sector and the Company's stock;
       (xiii) any added requirements imposed on us by NASDAQ or future loss of
              the Company's listing under NASDAQ;
       (xiv)  general economic and market conditions and combined general
              downturn in the economy;
       (xv)   inability to generate positive cash flows and continuance of, or

                                       15
<PAGE>

       (xvi)  the potential impact of negative market influences on the
              Company's portfolio of cash and cash equivalents;
       (xvii) any inability to successfully defend against claims and
              litigation matters;

       We undertake no obligation to publicly update or revise the forward-
looking statements made in this Form 10-QSB to reflect events or circumstances
after the date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.

                                       16
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS


        Incorporated by reference to Part I. Financial Statements-Notes to
Condensed Consolidated Financial Statements - Note 4.

                                       17
<PAGE>

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits
              3.1    Amendment to Certificate of Incorporation
              3.2    By-Laws

      (b)  Reports on Form 8-K.
           The Company filed Form 8-K filed March 1, 2002 announcing that
           Pharmastem Therapeutics, Inc. filed a lawsuit against the Company
           alleging patent infringement.

                                       18
<PAGE>

                                  SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                     CRYO-CELL INTERNATIONAL, INC.

                                       /s/ JOHN V. HARGISS
                                     -----------------------------
                                     John V. Hargiss
                                     Chief Executive Officer



Date: July 19, 2002

                                       19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>dex31.txt
<DESCRIPTION>AMEND TO CERT OF INCORPORATION
<TEXT>
<PAGE>

                                                                     Exhibit 3.1

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


It is hereby certified that:

          1.   The name of the corporation (the "Corporation") is CRYO-CELL
INTERNATIONAL, INC., which is the name under which the Corporation was
originally incorporated; the date of filing of the original Certificate of
Incorporation of the Corporation with the Secretary of State of the State of
Delaware is September 11, 1989; and the Certificate of Incorporation was amended
by the filing of a Certificate of Amendment on October 24, 1994.

          2.   The Certificate of Incorporation of the Corporation is hereby
amended by (i) in Paragraph Fourth, increasing the number of shares of Common
Stock, which the Corporation shall have authority to issue from 15,000,000
shares to 20,000,000 shares.

          3.   The provisions of the Certificate of Incorporation of the
Corporation as herein amended are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled Amended and
Restated Certificate of Incorporation of CRYO-CELL International, Inc.

          4.   The amendments and the amended restatement of the Certificate of
Incorporation hereinafter certified have been duly adopted by the Board of
Directors and the stockholders of the Corporation in accordance with the
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.

          5.   The Amended and Restated Certificate of Incorporation of the
Corporation, as amended and restated herein, reads as follows:
<PAGE>

                             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.

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

               (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.

          PARAGRAPH SEVENTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this
<PAGE>

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
                                                      -----------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>dex32.txt
<DESCRIPTION>BYLAWS
<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 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.
<PAGE>

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)  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.

<PAGE>

(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.

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.
<PAGE>

(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 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.
<PAGE>

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.

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.
<PAGE>

                                   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.

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.
<PAGE>

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 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.
<PAGE>

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 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.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
