SECOND AMENDMENT TO CONSTRUCTION LOAN

                        AND PERMANENT FINANCING AGREEMENT



     This  Second  Amendment  to  Construction  Loan  and  Permanent   Financing

Agreement (this "Amendment") is made and entered into as of July 30, 2002 by and

between  CRYOLIFE,  INC.  (the  "Borrower"),  and  BANK OF  AMERICA,  N.A.  (the

"Lender");



                              W I T N E S S E T H:



     WHEREAS,  the  Borrower  and the  Lender  have made and  entered  into that

Construction Loan and Permanent Financing Agreement, dated as of April 25, 2000,

as amended  through the date  hereof  (the  "Original  Loan  Agreement"  and, as

amended  hereby,  the "Loan  Agreement";  capitalized  terms used herein and not

otherwise  defined  shall  have  the  meanings  ascribed  thereto  in  the  Loan

Agreement);



     WHEREAS,  the  Borrower's  obligations  to the Lender  are  secured by that

certain Security  Agreement,  dated as of April 25, 2000, as amended through the

date hereof (the "Original Security Agreement" and, as so amended, the "Security

Agreement");



     WHEREAS,  pursuant to the Original Loan Agreement,  the Lender has extended

to the Borrower a construction/permanent loan facility in the original principal

amount of up to $8,000,000;



     WHEREAS,  the Lender has  previously  extended to the  Borrower a revolving

loan facility in the original  principal  amount of up to $2,000,000,  which has

expired;



     WHEREAS,  Borrower desires to obtain a new revolving loan facility of up to

$10,000,000 and to make certain other changes to the Loan Agreement;



     WHEREAS,  the  Borrower  desires to amend  certain  provisions  of the Loan

Agreement,  and the  Lender  is  willing  to agree to the same on the  terms and

conditions set forth herein;



     NOW  THEREFORE,  for  and in  consideration  of the  foregoing  and for ten

dollars  ($10.00)  and other good and  valuable  consideration,  the receipt and

adequacy of which are hereby acknowledged, the parties hereto agree as follows:



                                   ARTICLE 1.

                          AMENDMENTS TO LOAN AGREEMENT



     SECTION 1.1 DEFINITION AMENDMENTS. The following definitions in Section 1.1

of the Loan Agreement are hereby amended in their entirety to read as follows:

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