EXHIBIT 4.1

                               RETAINER AGREEMENT

         This Agreement is by and between Henry D. Coleman and R. Neil Sudol of
Coleman Sudol, LLP, having a business address at 708 Third Avenue, Fourteenth
Floor, New York, New York 10017-4101, (hereinafter "LAWYERS") and CRYO-CELL
International, Inc. (hereinafter "CLIENT"), a corporation organized and existing
under the laws of the State of Delaware and having a business address at 3165
McMullen Booth Road, Bldg. B, Clearwater, Florida 33761,

         WHEREAS LAWYERS practice law in the area of intellectual property,
including, but not limited to, patent, trademark, unfair competition, trade
secret, and copyright law.

         WHEREAS CLIENT, an international technology company, requires patent
counsel on a continuing basis for purposes of advising company employees as to
intellectual property affairs, including, but not limited to, patent, trademark,
unfair competition, trade secret, and copyright issues.

         WHEREAS CLIENT has utilized the professional services of LAWYERS, for
nine years and wishes to continue using those services.

         Now, therefore, the parties agree as follows:

         1.   CLIENT will continue to request advice and other legal services
              from LAWYERS, as the need arises in the course of CLIENT'S
              business.

         2.   LAWYERS will provide professional services to CLIENT in response
              to requests for such services from CLIENT.

         3.   LAWYERS will invoice CLIENT for services rendered and
              out-of-pocket expenses incurred as services are performed and
              expenses incurred.

         4.   On request by LAWYERS, CLIENT will issue stock to LAWYERS
              individually in equal amounts to collectively equal or exceed
              invoiced amounts outstanding, the number of shares of stock being
              sufficient at the then current market prices so that an immediate
              sale of the issued stock by LAWYERS will eliminate the accrued
              debt owed to LAWYERS by CLIENT.

         5.   Notwithstanding the foregoing, CLIENT has the option, on any
              request made by LAWYERS under Paragraph 4 above, to settle the
              invoiced amounts outstanding partially or totally by a cash
              payment to LAWYERS.

         6.   This Agreement may be terminated at any time by either party.
              Upon termination, amounts owed by CLIENT to LAWYERS will be
              settled pursuant to Paragraph 4 or 5 above.

         IN WITNESS WHEREOF, the parties have executed or have caused this
         Agreement to be executed, in duplicate, by themselves or their
         respective duly authorized representatives.





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