EXHIBIT 4.2
                                                 Amendment to Retainer Agreement

                                 LAW OFFICES OF
                                 HORWITZ & BEAM
                                TWO VENTURE PLAZA
                                    SUITE 350
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-0300
                                 (310) 842-8574
                               FAX: (949) 453-9416

Gregory B. Beam, Esq.                                Malea M. Farsai, Esq.
Lawrence W. Horwitz, Esq.                            Ralph R. Loyd, Esq.
Lawrence M. Cron, Esq.                               Patti L. W. McGlasson, Esq.
Lynne Bolduc, Esq.                                   Bernard C. Jasper, Esq.
                                                     George L Rogers, Esq.
                                                          Of Counsel

                                  May 14, 1998

Mr. Daniel Richard VIA FACSIMILE
Cryo-Cell International, Inc.
8900 Grand Ave.
Baldwin, New York 11510

      RE: LEGAL REPRESENTATION

Dear Mr. Richard:

      On June 4, 1996, Cryo-Cell International, Inc. (the "Company") entered
into a Retainer Agreement with Horwitz & Beam pursuant to which the Company
agreed to issue Options to purchase up to $250,000 of shares of Common Stock of
the Company (the "Compensation Shares") in consideration for legal services to
be provided to the Company commencing as of the date of the agreement. The term
of the Retainer Agreement shall be until either party terminates the agreement.
Under the terms of the Retainer Agreement, Horwitz & Beam is to represent,
advise, and counsel with the Company concerning proposed litigation by the
Company against the University of Arizona and other defendants (the "Matter").
The Company registered 10,000 of the Compensation Shares on Form S-8 filed with
the Securities and Exchange Commission (the "Commission"). As of the date
hereof, Horwitz & Beam has earned in excess of 10,000 shares of Common Stock of
the Company.

      The Company wishes to continue the engagement of Horwitz &Beam in the
Matter and wishes to continue the engagement under similar payment terms as
those set forth above. Therefore, the Company and Horwitz &Beam hereby amend the
Retainer Agreement to provide for the registration of Form S-8 of an additional
25,000 Compensation Shares payable to Horwitz &Beam as follows:


      (a) 16.5% of the aggregate recovery up to the day prior to the
      commencement of the Mandatory Settlement Conference; this amount shall
      increase to 20% upon commencement of the Mandatory Settlement Conference;
      plus

      (b) $100 per hour payable in the form of stock as follows: Horwitz & Beam
      will bill the Company on a monthly basis. Immediately upon execution of
      the bill, Horwitz & Beam shall receive the total amount owed on the bill
      in the form of shares of Common Stock issued by the Company (the
      "Compensation Shares"). This amount shall include all attorneys' fees and
      costs contained in Horwitz & Beam's bill. The conversion rate of the bill
      into the Compensation Shares shall be at the closing bid-price on the date
      of the bill (the "Exercise Price"). All Compensation Shares issued for the
      payment of services shall have a lock-up period of 90 days (the "Lock-Up
      Period") following the date of the bill giving rise to the right to
      receive the Compensation Shares. Upon the day which constitutes the final
      day of the Lock-Up Period, the Company has the right to redeem the
      Compensation Shares by paying cash for the Compensation Shares at the
      Exercise Price in $5,000 increments. In the event the Shares are not
      redeemed with the payment of such cash, Horwitz & Beam shall have the
      right to immediately trade the Compensation Shares on the public
      securities markets. All Compensation Shares issued for the payment of
      costs shall have no lock-up period and Horwitz & Beam shall have the right
      to immediately trade such Compensation Shares on the public securities
      markets. Horwitz & Beam may only receive up to $250,000 worth of
      Compensation Shares as a result of its representation in connection with
      the Matter. In the event Horwitz & Beam is retained in connection with
      other litigation arising from the facts of the Matter, then any fees
      received by Horwitz & Beam shall be used to mitigate the amount owed by
      the Company under this paragraph.

      If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.

                                          Very truly yours,

                                          HORWITZ & BEAM

                                          /s/ LAWRENCE W. HORWITZ
                                          -----------------------
                                              Lawrence W. Horwitz

The undersigned hereby confirms and agrees that this letter, executed and
effective this 14th day of May, 1998, sets forth my understanding and agreement.

CRYO-CELL INTERNATIONAL, INC.

BY: /s/ DANIEL D. RICHARD
    ---------------------
Title: Chief Executive Officer
SSN: 22-302-3093