1217270v3
                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999
                                       OR

          [ ] 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 1-13165

                                 CRYOLIFE, INC.
             (Exact name of registrant as specified in its charter)

             Florida                                     59-2417093
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                 1655 Roberts Boulevard N.W., Kennesaw, GA 30144
               (Address of principal executive offices) (zip code)

        Registrant's telephone number, including area code (770) 419-3355

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange
Title of each class                                  on which registered
- - -------------------------------                      ---------------------------
Common Stock, $.01 par value                         New York Stock Exchange
Preferred Share Purchase Rights                      New York Stock Exchange

     Securities registered pursuant to Section 12(g) of the Act:

     None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
__X__ Yes _____ No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant was approximately $231,500,000 at March 24, 2000 (10,522,762 shares).
The  number of  common  shares  outstanding  at March  24,  2000 was  12,286,196
(exclusive of treasury shares).

                       Documents Incorporated By Reference

     Part III: Portions of Registrant's  Proxy Statement  relating to the Annual
Meeting of Shareholders to be filed not later than April 29, 2000.


                                     PART I

Item 1. Business.

Overview

CryoLife  is the leader in the  cryopreservation  of viable  human  tissues  for
cardiovascular,  vascular and orthopaedic transplant applications,  and develops
and commercializes  additional  implantable  products,  including  bioprosthetic
cardiovascular  products  and  surgical  bioadhesives,  and  single- use medical
devices.  The  Company  estimates  that  it  provided  approximately  70% of the
cryopreserved  human tissue  implanted in the U.S. in 1998. The Company uses its
expertise in biochemistry and cell biology,  and its  understanding of the needs
of the cardiovascular,  vascular and orthopaedic surgery medical specialties, to
continue  expansion  of its core  cryopreservation  business  and to  develop or
acquire  complementary  implantable  products and technologies for these fields.
The Company develops  bioprosthetic  cardiovascular  devices including two novel
design  stentless  porcine  heart  valves  currently  marketed  in the  European
Community.   The  Company  also  develops   proprietary   implantable   surgical
bioadhesives,    including   BioGlue   surgical   adhesive,   which   it   began
commercializing for vascular applications within the European Community in April
1998.  In addition,  the Company  serves as an Original  Equipment  Manufacturer
("OEM") manufacturer,  through its Ideas For Medicine,  Inc. ("IFM") subsidiary,
of single-use medical devices for use in vascular surgical procedures.

CryoLife processes and distributes for transplantation cryopreserved human heart
valves and conduits,  human vascular tissue and human connective  tissue for the
knee.  Management  believes that  cryopreserved  human heart valves and conduits
offer  certain   advantages  over  mechanical,   synthetic  and   animal-derived
alternatives.  Depending  on the  alternative,  these  advantages  include  more
natural  functionality,  elimination of a chronic need for anti-coagulation drug
therapy,  reduced  incidence of  reoperation  and reduced  risk of  catastrophic
failure,  thromboembolism (stroke) or calcification. The Company seeks to expand
the availability of human tissue through its established relationships with over
250 tissue banks and organ procurement agencies nationwide.

CryoLife  has   developed  and  markets   outside  of  the  U.S.   bioprosthetic
cardiovascular devices for implantation, currently consisting of fixed stentless
porcine heart valves. Fixed porcine heart valves are often preferred by surgeons
for procedures  involving  elderly  patients  because they eliminate the risk of
patient  non-compliance with long-term  anti-coagulation drug therapy associated
with mechanical valves, are less expensive than human heart valves or mechanical
valves and their  shorter  longevity  is more  appropriately  matched with these
patients' life  expectancies.  Unlike most other available porcine heart valves,
the Company's  stentless  porcine heart valves do not contain  synthetic  stents
which increase the risk of endocarditis,  a debilitating  and potentially  fatal
bacterial  infection.   The  Company's   CryoLife-O'Brien  aortic  heart  valve,
currently marketed in the European Community and certain other countries outside
the U.S., is a stentless  porcine heart valve which contains a matched composite
leaflet design that  approximates  human heart valve blood flow  characteristics
and requires only a single suture line which simplifies  surgical  implantation.
The  Company's  CryoLife-Ross  pulmonary  heart valve,  another of the Company's
fixed stentless porcine valves,  is also marketed in the European  Community and
certain  countries  outside the U.S.  The  Company  has applied its  proprietary
SynerGraft  technology to its human heart valves and conduits and to some of its
stentless porcine heart valves.  SynerGraft  involves the depopulation of living
cells  from  the   structure  of  heart  tissues  to  allow  the  potential  for
repopulation of such tissue with recipient  cells.  In animal  studies,  porcine
valves which were  depopulated by the SynerGraft  process were  repopulated with
cells from the valve recipient. This process is designed to reduce calcification
of heart valves, thereby increasing longevity, and more generally to improve the
biocompatibility and functionality of such tissue. The Company believes that its
porcine heart valves, when treated with SynerGraft  technology,  will expand its
opportunity to address the broader international and U.S. heart valve markets.

CryoLife is developing  implantable  biomaterials for use as surgical  adhesives
and sealants. The Company's patent protected BioGlue surgical adhesive, designed
for cardiovascular, peripheral vascular and pulmonary applications, is a polymer
based  on a  derivative  of a blood  protein  and a  cross  linking  agent.  The
Company's  patent  protected  FibRx  surgical   sealant,   designed  for  tissue
hemostasis and suture line sealing, is a light activated, biodegradable surgical
sealant  under  development  which is based on a  derivative  of the human blood
factors  fibrinogen and thrombin.  Both of these  products may offer  advantages
over  sutures  and  staples,   including  more  effective   sealing  and  easier
application. The Company estimates that the annual worldwide market for surgical

                                       2


sutures and staples in 1999 was in excess of $2 billion. The Company received CE
Mark  Certification in 1998 for use of its BioGlue surgical adhesive in vascular
applications  and began  marketing  this  product in April 1998 in the  European
Community. Following the approval of the Food and Drug Administration to conduct
human  clinical  studies  for  BioGlue  surgical  adhesive  as an adjunct in the
surgical  repair of acute  thoracic  aortic  dissections,  the Company  filed an
application  with FDA to market the  product  for this use under a  Humanitarian
Service  Exemption.  In December,  1999, the Company received US FDA approval of
the HDE and  immediately  began  marketing this product for use in the repair of
acute thoracic aortic  dissections in the U.S. pursuant to the HDE. Beginning in
1998,  the Company  began seeking to complete a potential  private  placement of
equity or equity-oriented securities to form a minority-owned subsidary company,
AuraZyme Pharmaceuticals,  LLC (AuraZyme), for the commercial development of its
photo-activated  reversible  inhibitor  technology (FibRx),  including the FibRx
adhesive. Such strategy is designed to allow the Company to continue development
of  this  technology  without  incurring  additional  research  and  development
expenditures,  other than through  Aurazyme,  and allow the Company to focus its
resources on the  commercial  development of its BioGlue  surgical  adhesive and
other  products  under  development.  As of  December  31, 1999 a portion of the
Company's  assets  relating to the  development of FibRx have been classified as
available  for sale pending the  identification  of a corporate  partner to fund
future development.

Prior to October 1, 1998 CryoLife manufactured and distributed,  through its IFM
subsidiary,   single-use  medical  devices,  including  endarterectomy  surgical
instruments,  intravascular  shunts,  infusion  ports,  accessories  utilized in
laparoscopic  procedures  and a wide  range of  single  and dual  lumen  balloon
catheters.  On September 30, 1998, the Company sold substantially all of its IFM
product line to Horizon Medical Products,  Inc. ("Horizon") pursuant to an asset
purchase agreement. As part of this agreement, the Company committed to continue
manufacturing  the IFM product line as an OEM  manufacturer of such products for
Horizon for four years. Thereafter,  responsibility for such manufacturing is to
be assumed by Horizon.  On June 22, 1999,  IFM  notified  Horizon that it was in
default  of  certain  provisions  of its OEM  Manufacturing  Agreement  with the
Company.  The  Company  has been  negotiating  with  Horizon in order to reach a
mutually  agreeable  solution to the default;  however,  due to the  significant
uncertainties related to the Company's ability to realize its investment in IFM,
the Company  determined  in the fourth  quarter of 1999 that it had  incurred an
impairment loss on its IFM assets. See "Management's Discussions and Analysis of
Financial  Condition  and Results of  Operations"  contained  elsewhere  in this
Annual Report on Form 10-K .

In the U.S., the Company markets its  cryopreservation  services for human heart
valves and conduits, human vascular tissue and its BioGlue surgical adhesive for
use in the  repair of acute  thoracic  aortic  dissections  through  its  direct
technical service  representatives  and relies on independent  orthopaedic sales
representatives  to market its  cryopreservation  services for human  connective
tissue for the knee. Internationally, cryopreserved human tissues, bioprosthetic
cardiovascular  devices and BioGlue  surgical  adhesive are distributed  through
independent  representatives  located in several  countries  in Europe,  Canada,
South America and Asia.


Growth Strategy

The Company's primary objective is to continue its consistent revenue growth and
its profitability.  The Company's strategy to generate continued growth is based
on increasing the use of  cryopreserved  tissues as an alternative to mechanical
and synthetic implantable products, developing new markets for existing products
and  technologies  and  developing  new  products and  technologies  for new and
existing markets. The Company also selectively considers strategic  acquisitions
of complementary  technologies and businesses to supplement its internal growth.
The key elements of the Company's business and growth strategy are to:

Continue Leadership in Cryopreservation of Human Heart Valves and Conduits.  The
Company intends to increase the market  penetration of its  cryopreserved  human
heart valves and conduits by (i) expanding  awareness of clinical  advantages of
cryopreserved  human tissues through continuing  educational efforts directed to
physicians,   prospective   heart  valve  and  conduit   recipients  and  tissue
procurement  agencies,  (ii) expanding its relationships  with the more than 250
tissue banks and procurement agencies across the U.S. which direct tissue to the
Company for cryopreservation, (iii) expanding its physician training activities,
and  (iv)  expanding  its  product  offerings  by  utilizing  the  first  of its

                                       3


SynerGraft technology applications to develop depopulated human heart valves and
conduits  with antigen reduction  properties and the potential for recipient
cell repopulation.

     -    Expand   Distribution  of  Cryopreserved  Human  Vascular  Tissue  and
          Connective  Tissue  for the  Knee.  Using  the  same  strategy  it has
          successfully  employed  to expand its  distribution  of  cryopreserved
          human heart valves and conduits,  the Company  intends to increase its
          cryopreservation  revenues from human  vascular  tissue and connective
          tissue for the knee through continuing educational efforts directed to
          vascular and  orthopaedic  surgeons  about the clinical  advantages of
          cryopreserved   vascular  and   orthopaedic   tissue,   expanding  its
          relationships with tissue banks and procurement agencies and expanding
          its   programs  for   training   physicians   in  the  use  of  tissue
          cryopreserved by the Company.

     -    Broaden  Application of  Cryopreservation  Services.  The Company will
          continue to collect,  monitor and evaluate implant data to (i) develop
          expanded uses for the human  tissues  currently  cryopreserved  by the
          Company  and  (ii)  identify  new  human  tissues  as  candidates  for
          cryopreservation.  In 1997, the Company began providing  cryopreserved
          human vascular tissue to be used as dialysis access replacement grafts
          for patients undergoing long-term dialysis, and separately,  as venous
          valve  replacements for patients suffering from diseases of the venous
          system.  In 1998,  in addition to patellar and achilles  tendons,  the
          Company began providing  cryopreserved  posterior  tibialis,  anterior
          tibialis and semi t/gracilis  tendons for use in knee repairs,  and in
          1999 began providing preserved human  osteoarticular  grafts to repair
          articular defects and aortoiliac  grafts to repair infected  abdominal
          aortic  aneurysms.  The  Company  is  also  investigating  the  use of
          cryopreserved  human endothelial  cells,  peripheral nerves and spinal
          disks in various surgical applications.

     -    Develop and  Commercialize  Biomaterials  for  Surgical  Adhesive  and
          Sealant Applications. In the second quarter of 1998, the Company began
          commercializing  its patent protected BioGlue surgical adhesive in the
          European Community through its existing  independent  representatives.
          In April 1998 the Company received  approval under an  Investigational
          Device Exemption (IDE) to conduct clinical trials for BioGlue surgical
          adhesive in the U.S., and in December 1999 received US FDA approval to
          distribute  BioGlue  surgical  adhesive  under a  Humanitarian  Device
          Exemption  ("HDE")  for  use as an  adjunct  in the  repair  of  acute
          thoracic  aortic  dissections.  The  Company  has  received  U.S.  FDA
          approval to and will commence clinical trials under a supplemental IDE
          for use in general vascular and selected cardiac repairs.  The Company
          has formed a subsidiary to raise equity or  equity-related  capital in
          order to continue  development of its patent  protected FibRx surgical
          sealant. In addition to the adhesive and sealant applications of these
          biomaterials,  the  Company  intends to  pursue,  either  directly  or
          through   strategic   alliances,   certain   potential  drug  delivery
          applications of BioGlue surgical  adhesive and FibRx surgical sealant,
          such as administering  antibiotics,  attaching  chemotherapy  drugs to
          tumors,   delivering  growth  agents  or  delivering  bone  chips  for
          orthopaedic bone repair.

     -    Develop and Commercialize  Bioprosthetic  Cardiovascular  Devices. The
          Company  intends to leverage its expertise with stentless  human heart
          valves to expand  commercialization  of its  stentless  porcine  heart
          valves and to use its stentless porcine heart valves as a platform for
          the  development  and  commercialization  of the Company's  SynerGraft
          technology.  The Company has expanded its production  capacity for its
          bioprosthetic  cardiovascular  devices to address the increased demand
          it  is  currently  experiencing.   Separately,  the  Company's  patent
          protected  SynerGraft  technology  is being  developed  to expand  the
          target  market for the  stentless  porcine  heart valves by minimizing
          calcification  often  associated  with  porcine  tissues  and  thereby
          increasing their longevity.

     -    Leverage Existing Capability across Product Lines. The Company intends
          to apply its  expertise  with  stentless  human heart valves to expand
          commercialization of its stentless porcine heart valves and to use its
          human heart valves and conduits and its stentless porcine heart valves
          as a  platform  for  the  development  and  commercialization  of  the
          Company's  SynerGraft  technology.  New  complementary  products under
          development include modified single and double lumen balloon catheters
          for use in delivering the Company's implantable bioadhesives.

                                       4


Services and Products

Cryopreservation of Human Tissue for Transplant/Living Biologic Devices

     The Company's  proprietary and patent  protected  cryopreservation  process
involves the timely and  controlled  delivery of tissue  procured  from deceased
human  donors  to the  Company,  the  screening,  disinfection,  dissection  and
cryopreservation  of the tissue by the Company,  the storage and shipment of the
cryopreserved tissue and the controlled thawing of the tissue.  Thereafter,  the
tissue is surgically implanted into a human recipient.

The transplant of human tissue that has not been preserved must be  accomplished
within extremely short time limits (not to exceed eight hours for transplants of
the human heart).  Prior to the advent of human tissue  cryopreservation,  these
time constraints resulted in the inability to use much of the tissue donated for
transplantation.   The  application  by  the  Company  of  its  cryopreservation
technologies  to donated tissue expands the amount of human tissue  available to
physicians  for  transplantation.  Cryopreservation  also expands the  treatment
options  available to physicians and their patients by offering  alternatives to
implantable  mechanical,  synthetic  and  animal-derived  devices.  The  tissues
presently  cryopreserved by the Company include human heart valves and conduits,
vascular tissue and connective tissue for the knee.

CryoLife  maintains  and  collects  extensive  clinical  data  on  the  use  and
effectiveness of implanted human tissues that it has  cryopreserved,  and shares
this data with  implanting  physicians.  The Company also uses this data to help
direct its continuing efforts to improve its  cryopreservation  services through
ongoing   research   and   development.   Its  research   staff  and   technical
representatives assist physicians by providing educational  materials,  seminars
and clinics on methods for handling and implanting the tissue  cryopreserved  by
the Company and the clinical advantages,  indications and applications for those
tissues.  The Company has ongoing efforts to train and educate physicians on the
indications for and uses of its cryopreserved  tissues,  as well as its programs
whereby surgeons train other surgeons in necessary techniques.  The Company also
assists organ procurement agencies through training and development of protocols
and provides  necessary  materials to improve their internal  tissue  processing
techniques and to increase efficiency and the yield of usable tissue.

Human Heart Valves and  Conduits.  The Company's  revenues  have been  primarily
derived from the  cryopreservation of human heart valves and conduits for use in
reconstructive heart valve replacement surgery.  CryoLife shipped  approximately
41,100  cryopreserved  human heart valves and conduits  from 1984 through  1999.
Based on CryoLife's records of documented implants, management believes that the
Company's  success  in the  allograft  heart  valve  market  is due in  part  to
physicians'  recognition  of the  longevity  and  natural  functionality  of the
Company's  cryopreserved  human  tissues as compared to  mechanical  and porcine
heart valve alternatives in certain applications.  The Company currently applies
its cryopreservation services to human aortic, pulmonary and mitral heart valves
for  implantation  by  cardiac  surgeons.  In  addition,  the  Company  provides
cryopreserved  conduit tissue,  which is the only source of tissue  available to
surgeons who wish to perform certain specialized cardiac repair procedures. Each
of these human heart valves and  conduits  maintains a viable  tissue  structure
which more closely  resembles  and performs  like the  patient's own tissue than
non-human tissue alternatives.  In February 2000, the Company began distributing
in the U.S.  human heart valves  processed by using the first of its  SynerGraft
technology  applications,  which involves  depopulating the donor cells from the
valve to produce antigen reduction properties and the potential for repopulation
with the implant recipient's cells.


Management   believes   cryopreserved  human  heart  valves  and  conduits  have
characteristics  that make them the  preferred  replacement  for most  patients.
Specifically,  human heart valves,  such as those  cryopreserved by the Company,
allow for more normal blood flow and provide  higher cardiac output than porcine
and  mechanical  heart  valves.  Human heart  valves are not as  susceptible  to
progressive calcification, or hardening, as are porcine heart valves, and do not
require  anti-coagulation  drug therapy,  as do mechanical valves. The synthetic
sewing rings contained in mechanical and stented porcine valves are difficult to
treat with  antibiotics  after they have  become  infected,  a  condition  which
usually  necessitates the surgical removal of these valves at considerable cost,
morbidity and risk of mortality.  Consequently,  for many physicians human heart
valves are the preferred  alternative to mechanical  and stented  porcine valves
for patients who have, or are at risk to contract,  endocarditis.  The following

                                       5


table sets forth the  characteristics  of alternative  heart valve implants that
management   believes  make  cryopreserved  human  heart  valves  the  preferred
replacement for most patients:


                                                                                       
                                                       Porcine                                     Bovine
                             Cryopreserved   --------------------------------   Mechanical         Pericardium
                             Human                                              ----------------   ----------------
                             -------------
                                             Stented          Stentless(1)
                                             ---------------  ---------------
Materials:                   human           glutaraldehyde-  glutaraldehyde-   pyrolitic carbon  glutaraldehyde-
                             tissue          fixed pig        fixed pig         bi-               fixed cow
                                             tissue and       tissue            leaflet and       tissue
                                             synthetic sewing                   synthetic         and synthetic
                                             ring                               sewing ring       sewing ring


Blood Flow Dynamics:         normal          moderate         nearly normal     high elevation     high
                                             elevation                                             elevation
(Required Pressure) (2)      (0-5)           (10-20)          (5-15)            (10-25)            (10-30)
Mode of Failure:             gradual         gradual          expected to be    catastrophic       gradual
                                                              gradual

Longevity:                   20 years        7-10 years       expected to       20 years           10-15 years
                                                              exceed
                                                              stented porcine
                                                              valves

Increased Risk of
  Thromboembolic Events
  (strokes or other          no              occasional       expected to be    yes                occasional
  clotting):                                                  rare

Anti-Coagulation Drug
Therapy Required:            none            short-term       short-term        chronic            short-term

Responsiveness to
  Antibiotic
  Treatment of
  Endocarditis:              high            low              low               low                low

Average Valve Cost in U.S.:  $7,000          $4,228           $5,500            $4,100(3)          $4,500



(1)  Limited long-term  clinical data is available since stentless porcine heart
     valves only recently became commercially available.

(2)  Pressure measured in mm/Hg.

(3)  Mechanical valves also require chronic  anti-coagulation  drug therapy at a
     cost of approximately $450 per year.

While the clinical benefits of cryopreserved  human heart valves discussed above
are relevant to all patients,  they are particularly important for (i) pediatric
patients (newborn to 14 years) who are prone to calcification of porcine tissue,
(ii) young or otherwise  active  patients  who face an increased  risk of severe
blood   loss  or  even   death  due  to  side   effects   associated   with  the
anti-coagulation drug therapy required with mechanical valves and (iii) women in
their childbearing years for whom  anti-coagulation drug therapy would interfere
with normal pregnancy.

Human  Vascular  Tissues.   The  Company   cryopreserves   human  saphenous  and
superficial  femoral  veins for use in vascular  surgeries  that  require  small
diameter  conduits (3mm to 6mm),  such as coronary bypass surgery and peripheral
vascular  reconstructions.  Failure to bypass or revascularize an obstruction in
such cases may result in death or the loss of a limb.  The  Company  believes it
offers the only available  small  diameter  conduit  product for  below-the-knee
vascular  reconstruction and shipped approximately 17,600 human vascular tissues
from 1986 through 1999.

A surgeon's  first choice for replacing  diseased or damaged  vascular tissue is
generally  the  patient's  own tissue.  However,  in cases of advanced  vascular
disease, the patient's own tissue is often unusable and the surgeon may consider
using synthetic grafts or transplanted  human vascular  tissue.  Synthetic small
diameter vascular grafts are not available for below-the-knee  surgeries and, in
other  procedures,  have a tendency  to shut down due to  occlusion  because the
synthetic  materials in these products attract cellular  material from the blood
stream which in turn closes off the vessel to normal  blood flow.  Cryopreserved
vascular  tissues  tend not to occlude as quickly  because of the presence of an
endothelial  cell lining in the donor vein which  remains  intact  following the
cryopreservation process. The Company's cryopreserved human vascular tissues are
used for coronary artery bypass surgeries,  peripheral vascular  reconstruction,
dialysis access graft replacement and venous valve transplantation.

                                       6


In 1986, the Company began a program to cryopreserve  saphenous veins for use in
coronary artery bypass  surgeries.  Although the Company's  cryopreserved  human
tissue  was  used in only a  small  percentage  of the  coronary  artery  bypass
procedures  performed in 1999, the Company believes it is the only  commercially
available alternative to the patient's own tissue.

In 1989,  the Company  began a program to  cryopreserve  long segment  saphenous
veins for use in  peripheral  vascular  reconstruction.  In cases of  peripheral
arteriosclerosis,  a  cryopreserved  saphenous vein can be implanted as a bypass
graft for the  diseased  artery in order to improve  blood  flow and  maintain a
functional  limb.  Analysis  of  clinical  data has shown  that 80% of  patients
receiving  CryoLife's  preserved  vascular  tissues  in this  type  of  surgical
procedure still have the use of the affected leg three years after surgery.  The
alternative for many of these patients was amputation.

In  1996,  the  Company  began a  program  for  the  cryopreservation  of  human
superficial  femoral veins for use in dialysis  access graft  replacement  as an
alternative  for  synthetic  grafts which have a higher risk of  infection  than
human tissue.

In  1997,  the  Company  began a  program  for  the  cryopreservation  of  human
superficial femoral veins for venous valve transplant.  The  cryopreservation of
these human  tissues is designed for  patients  suffering  from  chronic  venous
insufficiency,  a condition in which the blood flow  returning to the heart from
the legs is  compromised  due to absent,  improperly  functioning  or  destroyed
venous valves.  Prior to the  introduction  of CryoLife's  cryopreserved  venous
valves, treatment for patients suffering from this ailment generally was limited
to drug therapy or compression stockings.

Human  Connective  Tissue  for the  Knee.  The  Company  provides  cryopreserved
surgical  replacements for the meniscus and the anterior and posterior  cruciate
ligaments,  which are connective tissues critical to the proper operation of the
human knee. CryoLife has shipped  approximately  11,300 human connective tissues
for the knee through 1999.

Human menisci  cryopreserved by the Company provide orthopaedic surgeons with an
alternative  treatment in cases where a patient's  meniscus has been  completely
removed.   When  a  patient  has  a  damaged  meniscus,   the  current  surgical
alternatives are to repair,  partially remove or completely remove the patient's
meniscus, with partial removal being the most common procedure. Meniscal removal
increases the risk of premature  knee  degeneration  and arthritis and typically
results  in the need for knee  replacement  surgery  at some  point  during  the
patient's life.  Management  believes that there are no synthetic menisci on the
market.

Tendons cryopreserved by the Company are used for the reconstruction of anterior
cruciate  ligaments  in cases  where the  patient's  ligaments  are  irreparably
damaged. Surgeons have traditionally removed a portion of the patient's patellar
tendon from the patient's undamaged knee for use in repairing a damaged anterior
cruciate ligament.  Tendons  cryopreserved by the Company provide an alternative
to this procedure.  Because surgeries using cryopreserved  tissue do not involve
the removal of any of the patient's own patellar  tendon,  the patient  recovery
period is typically shorter.

Other Allograft  Tissues Under  Development.  The Company has other projects for
the use of cryopreserved  human endothelial cells,  peripheral nerves and spinal
discs, in various surgical applications.

Bioprosthetic Cardiovascular Devices

The Company is  developing  bioprosthetic  cardiovascular  devices  based on its
experience with  cryopreserved  human tissue implants.  Like human heart valves,
the  Company's  porcine heart valves are stentless  with the valve  opening,  or
annulus,  retaining a more natural  flexibility.  Stented porcine and mechanical
heart valves are typically  fitted with  synthetic  sewing rings which are rigid
and can impede  normal blood flow.  Unlike most other  available  porcine  heart
valves,  the Company's  stentless  porcine heart valves do not contain synthetic
materials  which  increase  the  risk  of   endocarditis,   a  debilitating  and
potentially deadly bacterial infection.

                                       7


Fixed  porcine  heart  valves are often  preferred  by surgeons  for  procedures
involving   elderly   patients  because  they  eliminate  the  risk  of  patient
non-compliance  with  anti-coagulation  drug therapy  associated with mechanical
valves,  are less expensive than allograft valves and their shorter longevity is
more appropriately matched with these patients' life expectancies.

The  Company's  SynerGraft  technology  applies to its porcine  heart valves and
involves the removal of living cells from the  structure  of  non-viable  animal
tissue to allow the  potential  repopulation  of such  tissue  with the  implant
recipient's own cells. In animal studies,  porcine valves that were  depopulated
by the SynerGraft  process were repopulated with cells from the valve recipient.
This  process is  designed  to reduce  calcification  of porcine  heart  valves,
thereby   increasing  their  longevity,   and  more  generally  to  improve  the
biocompatibility and functionality of such tissue. The Company believes that its
porcine heart valves, when treated with SynerGraft  technology,  will expand its
opportunity to address the broader international and U.S. heart valve markets.

Potential  future  SynerGraft  technology  applications  may involve  developing
stentless  porcine  heart  valves  repopulated  with viable human cells prior to
implantation.   This   technology  will  use  porcine  tissues  that  have  been
depopulated of viable animal cells using the SynerGraft process.

The  following  table  sets  forth  the  bioprosthetic   cardiovascular  devices
currently  marketed by the Company,  along with the product  features and market
status for each.


                                                                   

      Fixed Stentless Porcine Valves                Features                 Regulatory/Market Status
      ------------------------------               ------------              -------------------------
      CryoLife-O'Brien                      aortic valve of matched      currently marketed in Europe with
                                            composite leaflet design;    regulatory approval under CE Mark
                                            single suture line

      CryoLife-Ross                         pulmonary valve with         currently marketed in Europe with
                                            attached conduit             regulatory approval under CE Mark


The  CryoLife-O'Brien  aortic  valve is a  stentless  porcine  valve with design
features which  management  believes provide  significant  advantages over other
stentless porcine heart valves.  CryoLife began exclusive worldwide distribution
of this valve in 1992 and acquired all rights to the  underlying  technology  in
1995. The Company's  CryoLife-O'Brien  aortic heart valve, currently marketed in
the European Community and certain other territories  outside the U.S., contains
a matched  composite  leaflet design that  approximates  human heart valve blood
flow  characteristics and requires only a single suture line thereby simplifying
surgical  implantation.  Most  other  stentless  porcine  valves  require a more
complicated implant procedure.

The CryoLife-Ross  pulmonary valve, the patent for which the Company acquired in
October  1996,  is an advanced  design  stentless  porcine heart valve within an
attached conduit of porcine tissue,  which mimics the structure of a human heart
valve.  The Company  began  manufacturing  and  distributing  the  Cryolife-Ross
pulmonary heart valve,  another of the Company's fixed stentless porcine valves,
in the European Community in September 1998.

The Company plans to apply its  proprietary  SynerGraft  technology to stentless
porcine  heart  valves.  The  first of the  SynerGraft  technology  applications
involves  developing  depopulated  stentless  porcine  heart valves with antigen
reduction properties.  This technology removes viable cells from animal tissues,
thereby  reducing the transplant  recipient's  immune  response to the remaining
depopulated  tissues.  The auto-immune response typically deposits calcium which
attaches to and hardens implanted porcine heart valve tissue, a process known as
calcification,  which reduces the useful life of the implant. By removing viable
animal  cells  from the  tissue  while  maintaining  the  underlying  structural
strength of the porcine heart valve, this SynerGraft  application is designed to
provide a platform  for a patient's  own cells with the  potential  to naturally
populate the implant.

                                       8


The second of the  SynerGraft  technology  applications  involves  an attempt to
develop stentless porcine heart valves repopulated with viable human cells prior
to implantation. This technology uses porcine tissues that have been depopulated
of viable animal cells using the SynerGraft process.

Implantable Biomaterials for Use as Surgical Adhesives and Sealants

The  effective  closure of internal  wounds  following  surgical  procedures  is
critical  to the  restoration  of the  function  of tissue  and to the  ultimate
success of the surgical  procedure.  Failure to effectively seal surgical wounds
can  result in  leakage  of air in lung  surgeries,  cerebral  spinal  fluids in
neurosurgeries,  blood in cardiovascular surgeries and gastrointestinal contents
in abdominal  surgeries.  Air and fluid leaks resulting from surgical procedures
can  lead  to  significant   post-surgical   morbidity  resulting  in  prolonged
hospitalization,  higher levels of  post-operative  pain and a higher  mortality
rate.

Sutures and staples  facilitate  healing by joining wound edges and allowing the
body to heal  naturally.  However,  because  sutures  and  staples  do not  have
inherent sealing capabilities,  they cannot consistently eliminate air and fluid
leakage  at the wound  site.  This is  particularly  the case when  sutures  and
staples are used to close tissues containing air or fluids under pressure,  such
as the lobes of the lung,  the dural membrane  surrounding  the brain and spinal
cord, blood vessels and the  gastrointestinal  tract. In addition,  in minimally
invasive  surgical  procedures,  where the physician must operate  through small
access  devices,  it can be difficult  and time  consuming  for the physician to
apply  sutures  and  staples.  The  Company  believes  that the use of  surgical
adhesives  and sealants  with or without  sutures and staples  could enhance the
efficacy of these procedures through more effective and rapid wound closure.

In order to address the inherent limitations of sutures and staples, the Company
has developed and begun  commercializing  its BioGlue  surgical  adhesive and is
developing  its FibRx  surgical  sealant.  The  BioGlue  surgical  adhesive is a
polymeric  surgical  bioadhesive  based on a derivative of a blood protein and a
cross-linking  agent.  BioGlue surgical adhesive is  nonbiodegradable  and has a
tensile  strength  that is four to five  times that of FibRx  surgical  sealant.
Clinical  applications  for BioGlue surgical  adhesive  include  cardiovascular,
vascular,  and  pulmonary  repair.  A derivative  of the BioGlue  technology  is
BioLastic(TM),  an implantable biomaterial under development which is capable of
exchanging  oxygen and carbon  dioxide.  BioLastic is being developed for use in
reinforcing  or patching  vascular  tissue,  repairing  air leaks in lungs,  and
replacing  or sealing  holes in dura mater.  FibRx  surgical  sealant is a light
activated surgical  sealant  based on a derivative  of the human blood  factors
fibrinogen  and thrombin.  The Company  believes that FibRx is the only surgical
sealant under  development  offering ease of use to the surgeon  through  either
single-syringe  or spray  applicators.  The Company is currently seeking funding
for FibRx and other photo-activated  reversible inhibitors through AuraZyme, its
wholly  owned  subsidiary.  In March  2000,  the Company  announced  that it had
entered into an agreement  with  Viragen,  Inc. to conduct a project to research
the feasibility of site-specifc delivery and activation of Viragen's anti-cancer
proteins using the Company's light activation technology.

The following table summarizes certain important features, targeted applications
and regulatory and market status of BioGlue surgical adhesive and FibRx surgical
sealant:


                                                            

                                  BioGlue Surgical Adhesive                   FibRx Surgical
                                                                                 Sealant
                             ------------------------------------ -----------------------------------------
      Composition:           animal albumin and glutaraldehyde    thrombin, fibrinogen and a thrombin
                                                                  inhibitor

      Method of Application: double syringe; mixing device        light activated single syringe; or
                             provided                             light
                                                                  activated spray applicator

      Targeted Clinical      vascular repair; anastomotic         hemostasis in cardiovascular
        Applications:        sealing; aortic                      procedures; modified tPA, drug delivery
                             dissection repair; carotid
                             endarterectomy
                             patching; tissue bonding; pulmonary
                             repair

      Performance            high tensile strength;               strength of normal human blood clot;
        Characteristics:     non-biodegradable                    biodegradable; flexible, easily
                                                                  manipulated

      Regulatory/Market
        Status
        Europe, Canada and   Approved for cardiovascular,         regulatory pathway to be determined
        certain other        vascular and pulmonary repair        pending AuraZyme funding
        countries:           applications


        United States:       FDA approved as a Humanitarian Use   regulatory pathway to be determined
                             Device for use as an adjunct in      pending AuraZyme funding
                             repair of acute thoracic aortic
                             dissections; clinical trials for
                             general vascular and selected
                             cardiac repairs will begin in second
                             quarter of 2000

                                        9



     The Company  estimates that the worldwide  market for surgical  sutures and
staples in 1999 was in excess of $2 billion.  The Company began shipping BioGlue
surgical  adhesive  for  distribution  in the  European  Community in the second
quarter of 1998 for use in  vascular  applications,  and in the U.S. in December
1999 pursuant to an HDE for use in repair of thoracic  aortic  dissections.  The
regulatory  pathway  for FibRx  surgical  sealant  will be  determined  upon the
funding of Aurazyme.

Single-Use Medical Devices

The  Company  serves as an OEM  manufacturer,  through  its IFM  subsidiary,  of
single-use  medical  devices  including   endarterectomy  surgical  instruments,
intravascular  shunts,  infusion  ports,  accessories  utilized in  laparoscopic
procedures  and a wide  range of single and dual lumen  balloon  catheters.  The
Company is benefiting from, and intends to utilize, its design and manufacturing
expertise in developing  single-use  medical devices for use in conjunction with
its human  tissue and  biomaterial  products.  An  example of such a  single-use
medical  device under  development  includes  families of balloon  catheters and
applicator  tips designed to assist in applying the BioGlue  surgical  adhesive.
HMP has defaulted on its OEM manufacturing agreement with IFM. See "Management's
Discussions  and  Analysis of  Financial  Condition  and Results of  Operations"
contained elsewhere in this Annual Report on Form 10-K.


Sales, Distribution and Marketing

Cryopreservation Services

CryoLife markets its cryopreservation  services to tissue procurement  agencies,
implanting physicians and prospective tissue recipients.  The Company works with
tissue banks and organ  procurement  agencies to ensure consistent and continued
availability of donated human tissue for transplant and educates  physicians and
prospective  tissue  recipients  with respect to the  benefits of  cryopreserved
human tissues.

Procurement  of Tissue.  Donated human tissue is procured  from  deceased  human
donors by organ  procurement  agencies,  tissue  banks and  subject to  required
testing and donor screening procedures.  After procurement, the tissue is packed
and shipped,  together with certain  information about the tissue and its donor,
to the  Company  in  accordance  with the  Company's  protocols.  The  tissue is
transported  to the Company's  laboratory  facilities  via  commercial  airlines
pursuant to  arrangements  with qualified  courier  services.  Timely receipt of
procured tissue is important,  as tissue that is not received promptly cannot be
cryopreserved  successfully.  The  procurement  agency  receives  a fee  for its
services, which is paid by the Company. The procurement fee and related shipping
costs are  ultimately  reimbursed  to the Company by the hospital with which the
implanting physician is associated. The Company has developed relationships with
over 250  tissue  banks  and  organ  procurement  agencies  throughout  the U.S.
Management  believes the establishment of these  relationships is critical for a
growing business in the cryopreservation  services industry and that the breadth
of these  existing  relationships  provides the Company a significant  advantage
over potential new entrants to this market.  As a result of its  maintaining and
developing  these  relationships,  the Company has  consistently  increased  its
annual human heart valve  procurement  since its inception.  The Company employs
approximately 18 individuals in the area of tissue procurement, five of whom are
employed as  procurement  relations  managers and are stationed  throughout  the
country.  The Company's central  procurement office is staffed 24 hours per day,
365 days per year.

Preservation of Tissue.  Upon receiving tissue, a Company  technician  completes
the documentation  control for the tissue prepared by the procurement agency and
gives it a control number.  The  documentation  identifies,  among other things,
donor age and cause of death. A trained  technician  then removes the portion or
portions of the delivered  tissue that will be  cryopreserved.  These procedures
are  conducted  under  aseptic  conditions  in clean  rooms.  At the same  time,
additional  samples  are taken  from the  donated  tissue and  subjected  to the

                                       10


Company's  comprehensive quality assurance program that includes review of donor
screening  information  and further  testing of the tissue to determine if it is
free of infectuous  diseases.  This program may identify  characteristics  which
would disqualify the tissue for cryopreservation.

Human heart valves and conduits,  vascular tissue and connective  tissue for the
knee are cryopreserved in a proprietary  freezing process conducted according to
strict Company protocols.  After the cryopreservation process, the specimens are
transferred to liquid  nitrogen  freezers for long-term  storage at temperatures
below -135(Degree)C.  The entire cryopreservation  process is rigidly controlled
by  guidelines  established  by the  Company.  The  tissue is not  released  for
distribution until all quality assurance  procedures have been satisfied and the
tissue has been determined to be suitable for transplant.

Distribution of Tissue to Implanting Physicians. After cryopreservation,  tissue
is stored by the Company or is delivered directly to hospitals at the implanting
physician's  request.  Cryopreserved  tissue must be transported under stringent
handling conditions and maintained within specific temperature tolerances at all
times.  Cryopreserved  tissue is  packaged  for  shipment  using  the  Company's
proprietary processes.  At the hospital, the tissue is held in a liquid nitrogen
freezer  according  to  Company  protocols  pending  implantation.  The  Company
provides a detailed protocol for thawing the cryopreserved  tissue.  The Company
also makes its  technical  personnel  available  by phone or in person to answer
questions.  After the Company transports the tissue to the hospital, the Company
invoices  the   institution   for  its  services,   the   procurement   fee  and
transportation costs.

The Company encourages  hospitals to accept the cryopreserved  tissue quickly by
providing  Company-owned  liquid nitrogen  freezers to client hospitals  without
charge.  The Company has currently  installed  more than 300 of these  freezers.
Participating hospitals pay the cost of liquid nitrogen and regular maintenance.
The availability of on-site freezers makes it easier for a hospital's physicians
to utilize the Company's  cryopreservation  services by making the cryopreserved
tissue more readily available.  Because fees for the Company's  cryopreservation
services become due upon the delivery of tissue to the hospital, the use of such
on-site freezers also reduces the Company's working capital needs.

Marketing,  Educational  and Technical  Support.  The Company  maintains  active
relationships with approximately 2,000 cardiovascular,  vascular and orthopaedic
surgeons who have active practices  implanting  cryopreserved  human tissues and
markets to a broader  group of  physicians  within  these  medical  specialties.
Because  the  Company  markets  its   cryopreservation   services   directly  to
physicians,  an important aspect of increasing the distribution of the Company's
cryopreservation  services is educating  physicians on the use of  cryopreserved
human  tissue  and on proper  implantation  techniques.  Trained  field  support
personnel  provide back-up and support to implanting  institutions and surgeons.
The Company currently has over 100 independent technical service representatives
and  sub-representatives  (who deal primarily with orthopaedic  surgeons and who
are paid on a  commission  basis) as well as 41 persons  employed  as  technical
service  representatives  (who deal primarily with  cardiovascular  and vascular
surgeons and receive a base salary with a performance bonus) all of whom provide
field support.

The Company sponsors  physician  training  seminars where physicians teach other
physicians the proper technique for handling and implanting  cryopreserved human
tissue.  Physicians  pay their own expenses to attend these seminars in addition
to  paying  the  Company  a  fee  for  attendance.  The  Company  also  produces
educational  videotapes for  physicians.  The Company  coordinates  live surgery
demonstrations  at  various  medical  schools.   The  Company  also  coordinates
laboratory  sessions that utilize  animal tissue to  demonstrate  the respective
surgical techniques.  Members of the Company's Medical Advisory Board often lead
the surgery  demonstrations and laboratory  sessions.  Management  believes that
these activities improve the medical community's acceptance of the cryopreserved
human tissue processed by the Company.

In order to increase the Company's supply of human tissue for  cryopreservation,
the Company  educates and trains  procurement  agency  personnel in procurement,
dissection,  packaging  and  shipping  techniques.  The  Company  also  produces
educational  videotapes  and  coordinates  laboratory  sessions  on  procurement
techniques for  procurement  agency  personnel.  To supplement  its  educational
activities,  the Company employs  in-house  technical  specialists  that provide
technical information and assistance and maintains a staff 24 hours per day, 365
days per year for customer support.

                                     11


Bioprosthetic Cardiovascular Devices

In September  1999 the Company  established  its European  subsidiary,  CryoLife
Europa Ltd ("Europa"),  to provide  distribution  and technical  services to the
Company's  network of  European  representatives,  institutional  customers  and
surgeons.  In February 2000 Europa  officially  opened its headquarters  located
near London, England.

The Company markets the  CryoLife-O'Brien  and  CryoLife-Ross  stentless porcine
heart valves in the European  Community and  Australia.  The Company's  European
sales,   distribution   and   marketing   force   consists  of  21   independent
representatives,  representing each of the Benelux countries,  France,  Germany,
Greece, Denmark,  Norway, Finland, Sweden, Italy, Turkey and the United Kingdom.
Marketing  efforts are directed almost  exclusively  toward  cardiovascular  and
vascular surgeons, and the Company conducts educational seminars and conferences
to train these  surgeons  and educate them with respect to the uses and benefits
of its porcine stentless heart valves.

BioGlue Surgical Adhesive

The Company markets and distributes  its BioGlue  surgical  adhesive in the U.S.
under the HDE for use in the repair of acute thoracic aortic dissections through
its  existing  direct  technical   representatives.   The  Company  markets  and
distributes  its BioGlue  surgical  adhesive in the European  Community  through
Europa and its existing independent representatives,  and in other international
markets,  excluding  Japan,  through its existing  independent  representatives.
During 1998,  the Company  signed a five-year  exclusive  agreement with Century
Medical,  Inc. for the introduction and distribution of BioGlue in Japan.  Under
the  terms  of the  agreement,  Century  Medical  will  be  responsible  for the
applications and clearances through the Japanese Ministry of Health and Welfare.
Marketing  efforts  are  directed  almost  exclusively  toward   cardiovascular,
vascular and thoracic  surgeons,  and the Company conducts training sessions for
doctors with respect to the application and  administration  of BioGlue surgical
adhesive.

Single-Use Medical Devices

The Company serves as an OEM  manufacturer  for single-use  medical  devices for
Horizon  Medical  Products,  Inc.  The Company  plans to expand sales of its own
single-use  medical  devices,  which  include  BioGlue  extender tips and aortic
balloon  catheters,  by continuing  new product  development  and leveraging its
established  cryopreservation  services and product marketing and sales staff to
market the products.


Research and Development

The  Company  uses its  expertise  in  biochemistry  and cell  biology,  and its
understanding  of the  needs of the  cardiovascular,  vascular  and  orthopaedic
surgery  medical  specialties,  to continue to expand its core  cryopreservation
business  in the  U.S.  and to  develop  or  acquire  implantable  products  and
technologies  for these fields.  The Company seeks to identify market areas that
can benefit from  preserved  living tissues and other related  technologies,  to
develop  innovative  techniques and products within these areas, to secure their
commercial  protection,  to  establish  their  efficacy and then to market these
techniques  and products.  The Company  employs  approximately  22 people in its
research and development  department.  There are 10 PhDs with specialties in the
fields of immunology,  molecular biology,  protein chemistry,  organic chemistry
and vascular biology.

In order to expand the Company's service and product  offerings,  the Company is
currently in the process of developing or investigating several technologies and
products,   including  FibRx  surgical  sealant,   additional   applications  of
SynerGraft and additional applications of BioGlue surgical adhesive. The Company
is  currently  investigating  certain  drug  delivery  applications  for BioGlue
surgical adhesive and FibRx surgical sealant, such as administering antibiotics,
attaching  chemotherapy drugs to tumors,  delivering growth agents or delivering
bone chips for  orthopaedic  bone repair.  To the extent the Company  identifies
additional  applications for these products,  the Company may attempt to license
these   products  to  corporate   partners  for  further   development  of  such
applications  or seek funding from  outside  sources to continue the  commercial
develoment of such technologies. The Company's research and development strategy
is to allocate available resources among the Company's four core market areas of

                                       12


cryopreservation  services,  bioprosthetic  cardiovascular devices,  implantable
biomaterials and single-use medical devices,  based on the size of the potential
market for any specific product candidate and the estimated development time and
cost required to bring the product to market.

Research on these and other projects is conducted in the Company's  research and
development  laboratory or at universities or clinics where the Company sponsors
research projects.  In 1997, 1998 and 1999, the Company spent approximately $3.9
million,  $4.7  million  and  $4.4  million,   respectively,   on  research  and
development  activities on new and existing products.  These amounts represented
approximately  8%, 8% and 7% of the  Company's  revenues  for  those  respective
years. The Company's research and development program is overseen by its medical
and scientific advisory boards. The Company's pre-clinical studies are conducted
at universities  and other locations  outside the Company's  facilities by third
parties  under  contract  with the Company.  In addition to these  efforts,  the
Company  may, as  situations  develop,  pursue other  research  and  development
activities.

Manufacturing and Operations

The Company's facilities (other than its single-use medical device manufacturing
plant) are located in suburban Atlanta,  Georgia,  and consist of three separate
locations  totaling   approximately   130,000  square  feet  of  leased  office,
laboratory and warehouse space. In February 2000 the Company began  construction
of  a  100,000  square  foot  expansion  of  its  corporate   headquarters   and
manufacturing  facilities.  Approximately  17,500  square feet are  dedicated to
laboratory work areas.  The primary  facility,  which does not include the FibRx
laboratory  and  the  bioprosthetic   manufacturing  operation,  has  four  main
laboratory facilities: human tissue processing, BioGlue manufacturing,  research
and  development  and  microbiology.  Each of these areas  consists of a general
technician  work area and adjoining  "clean rooms" for work with human tissue or
Bioglue manufacturing,  and for aseptic processing. The clean rooms are supplied
with highly filtered air which provides a near-sterile environment.

Human Tissue Processing

The human tissue  processing  laboratory is  responsible  for the processing and
cryopreservation  of human tissue for  transplant,  including human heart valves
and  conduits  processed by applying  SyneGraft  technology.  This  includes all
processing of heart valves and conduits,  vascular tissue and connective  tissue
for the knee supplied by CryoLife.  This laboratory contains approximately 7,700
square  feet  with  a  suite  of  seven  clean  rooms.  Currently  there  are 53
technicians employed in this area, and the laboratory is staffed for two shifts,
365 days per year. In 1999, the laboratory processed  approximately 27,300 human
tissues for distribution and transplant. The current staffing level is estimated
to be at  about  half of  total  capacity.  Increasing  this  capacity  could be
accomplished by increasing employees and expanding to three shifts.

Implantable Biomaterials for Use as Surgical Adhesives and Sealants

BioGlue   surgical   adhesive  is  presently   manufactured   at  the  Company's
headquarters  facility,  which has an annual capacity of  approximately  300,000
units. This laboratory contains  approximately  12,900 square feet,  including a
suite of 2  cleanrooms.  The Company  conducts  research  on its FibRx  surgical
sealant in the  biomedical  products  laboratory,  which is located in Marietta,
Georgia and employs 2 technicians. This laboratory contains approximately 11,000
square  feet,  including  4,000 square feet of  laboratory  space and a suite of
eight clean rooms.

Bioprosthetic Cardiovascular Devices

The  bioprosthesis  laboratory  is  responsible  for  the  manufacturing  of the
CryoLife-O'Brien  and  CryoLife-Ross  stentless porcine heart valves, as well as
for the manufacturing of SynerGraft  porcine valves.  This laboratory is located
in Marietta,  Georgia and contains  approximately 13,000 square feet, with about
3,500 square feet of laboratory space and a suite of four clean rooms for tissue
processing.  Currently,  this laboratory employs 25 technicians and is scheduled
to manufacture  approximately 1,200 CryoLife-O'Brien and CryoLife-Ross valves in
2000. The recently renovated facility's capacity is over 6,000 valves.

                                       13


Single-Use Medical Devices

The  manufacturing  of single-use  medical devices is conducted at the Company's
IFM  subsidiary  located in St.  Petersburg,  Florida.  IFM moved to a renovated
30,000 square foot facility in January 1998. The Company has  approximately  105
employees  at this  facility.  In the new  facility,  a single shift can produce
approximately  300,000 units  annually with full capacity  expected to be nearly
800,000 units annually.

Quality Assurance

The Company's  operations  encompass the provision of cryopreservation  services
and the  manufacturing of  bioprosthetics,  bioadhesives and single-use  medical
devices.  In all  of its  facilities,  the  Company  is  subject  to  regulatory
standards for good  manufacturing  practices,  including  current Quality System
Regulations,  which are U.S.  Food and Drug  Administration  ("FDA")  regulatory
requirements for medical device  manufacturers.  The FDA  periodically  inspects
Company  facilities to ensure Company  compliance  with these  regulations.  The
Company also  operates  according to ISO 9001 Quality  System  Requirements,  an
internationally  recognized voluntary system of quality management for companies
that design, develop, manufacture,  distribute and service products. The Company
maintains a  Certification  of Approval to the ISO 9001,  as well as EN46001 and
ANSI/ISO/ASQC/Q9001,  the  European  and  U.S.  versions  of  the  international
standard,  respectively.  This  approval is issued by Lloyd's  Register  Quality
Assurance Limited ("LRQA").  LRQA is a Notified Body officially  recognized by
the European  Community to perform  assessments of compliance  with ISO 9001 and
its derivative  standards.  LRQA performs semi-annual on-site inspections of the
Company's quality systems.

The Company's  quality  assurance  staff is comprised  primarily of  experienced
professionals   from  the  medical  device  and   pharmaceutical   manufacturing
industries.  The quality assurance department, in conjunction with the Company's
research  and  development  and select  university  research  staffs,  routinely
evaluates the Company's processes and procedures.

Cryopreservation Services

The Company  employs a  comprehensive  quality  assurance  program in all of its
tissue  processing  activities.   The  Company  is  subject  to  Quality  System
Regulations,  additional FDA  regulations  and ISO 9001.  The Company's  quality
assurance  program begins with the  development and  implementation  of training
courses for the  employees of  procurement  agencies.  To assure  uniformity  of
procurement  practices  among the tissue recovery  teams,  the Company  provides
procurement  protocols,  transport  packages and tissue transport liquids to the
donor sites.

Upon receipt by the  Company,  each tissue is assigned a unique  control  number
that provides traceability of tissue from procurement through the processing and
preservation  processes,  and ultimately to the tissue recipient.  Blood samples
from  each  tissue  donor are  subjected  to a  variety  of tests to screen  for
infectious  diseases.  Samples of certain  tissues are also sent to  independent
laboratories  for pathology  testing.  Following  dissection of the tissue to be
cryopreserved,  a separate  disinfection  procedure  is begun  during  which the
dissected tissue is treated with  proprietary  antibiotic  solutions.  A trained
technician then removes  samples from the  disinfected  tissue upon which serial
cultures are performed to identify bacterial or fungal growth.

The  materials  and  solutions  used by the  Company  in  processing  tissue are
pre-screened  to determine if they are of desired  quality as defined by Company
protocols. Only materials and solutions that meet the Company's requirements are
approved by quality assurance personnel for use in processing. Throughout tissue
processing,  detailed  records are maintained and reviewed by quality  assurance
personnel.

The Company's tissue  processing  facilities are annually licensed by the States
of Georgia,  New York, Florida and California as facilities that process,  store
and distribute  human tissue for  implantation.  The regulatory  bodies of these
states perform  appropriate  inspections of the facilities to ensure  compliance
with state law and  regulations.  In addition,  the Company's  human heart valve
operations are additionally  regulated by the FDA and periodically inspected for
compliance with Quality System Regulations.  Other human tissue processed by the
Company  is  periodically  inspected  for  compliance  with the Code of  Federal
Regulation ("CFR") Part 1270. CFR 1270 is an FDA regulation which sets forth the
requirements  with which the Company must comply in determining  the suitability
of human tissue for implantation.

                                       14


Bioprosthetic, Bioadhesive and Single-Use Medical Device Manufacturing

The Company  employs a  comprehensive  quality  assurance  program in all of its
manufacturing activities.  The Company is subject to Quality System Regulations,
additional FDA regulations and ISO 9001.

All  materials  and  components  utilized  in the  production  of the  Company's
products are  received  and  thoroughly  inspected  by trained  quality  control
personnel,   according  to  written   specifications   and  standard   operating
procedures.   Only  materials  and  components  found  to  comply  with  Company
procedures are accepted by quality control and utilized in production.

All materials, components and resulting sub-assemblies are traced throughout the
manufacturing  process to assure  that  appropriate  corrective  actions  can be
implemented if necessary.  Each process is documented  along with all inspection
results, including final finished product inspection and acceptance. Records are
maintained  as to the  consignee of product to  facilitate  product  removals or
corrections,  if  necessary.  All  processes in  manufacturing  are validated by
quality  engineers  to assure  that they are capable of  consistently  producing
product  meeting  specifications.  The  Company  maintains  a  rigorous  quality
assurance  program of measuring devices used for manufacturing and inspection to
ensure appropriate accuracy and precision.

Each  manufacturing  facility is subject to periodic  inspection  by the FDA and
LRQA to  independently  assure the  Company's  compliance  with its  systems and
regulatory requirements.

Patents, Licenses and Other Proprietary Rights

The Company  relies on a combination of patents,  trade secrets,  trademarks and
confidentiality  agreements  to protect  its  proprietary  products,  processing
technology,  rights and know-how.  The Company believes that its patents,  trade
secrets,  trademarks and technology  licensing  rights provide it with important
competitive  advantages.  The  Company  owns or has  licensed  rights to 30 U.S.
patents and 26 foreign patents, including patents relating to its technology for
human heart valve and conduit,  vascular  tissue and  connective  tissue for the
knee preservation;  tissue  revitalization prior to freezing;  tissue transport;
fibrin adhesive;  organ storage  solution;  and packaging.  Certain of the above
patents  relate to the Company's  BioGlue  surgical  adhesive and FibRx surgical
sealant. The Company has 15 pending U.S. patent applications and in excess of 43
pending  foreign  applications  that relate to areas  including  heart valve and
tissue  processing  technology and delivery of bioadhesives  for anastomosis and
other uses. In connection with the sale of the IFM product line to Horizon,  the
Company sold all patents related to such product line. There can be no assurance
that any patents  pending  will result in issued  patents.  The Company also has
exclusive  licensing rights for technology  relating to  light-sensitive  enzyme
inhibitors. The remaining duration of the Company's issued patents ranges from 2
to 17 years.  The Company has licensed from third parties  certain  technologies
used in the development of its FibRx surgical sealant and SynerGraft technology.
These licenses call for the payment of both development milestones and royalties
based on product  sales,  when and if such products are approved for  marketing.
The loss of these  licenses  could  adversely  affect the  Company's  ability to
successfully develop its FibRx surgical sealant and SynerGraft technologies.

There  can be no  assurance  that the  claims  allowed  in any of the  Company's
existing or future patents will provide competitive advantages for the Company's
products,  processes and technologies or will not be successfully  challenged or
circumvented  by competitors.  To the extent that any of the Company's  products
are not patent  protected,  the  Company's  business,  financial  condition  and
results of operations could be materially adversely affected. Under current law,
patent  applications  in the U.S. are  maintained  in secrecy  until patents are
issued and patent  applications  in foreign  countries are maintained in secrecy
for a period after filing.  The right to a patent in the U.S. is attributable to
the first to invent,  not the first to file a patent  application.  The  Company
cannot be sure that its products or  technologies  do not infringe  patents that

                                       15


may be granted in the future pursuant to pending patent applications or that its
products do not infringe any patents or proprietary rights of third parties. The
Company  may  incur  substantial  legal  fees  in  defending  against  a  patent
infringement  claim or in asserting  claims against third parties.  In the event
that any  relevant  claims  of  third-party  patents  are  upheld  as valid  and
enforceable, the Company could be prevented from selling certain of its products
or could be required to obtain  licenses  from the owners of such  patents or be
required  to  redesign  its  products  to avoid  infringement.  There  can be no
assurance  that such licenses  would be available or, if available,  would be on
terms  acceptable  to the Company or that the Company would be successful in any
attempt to  redesign  its  products  or  processes  to avoid  infringement.  The
Company's  failure to obtain these  licenses or to redesign  its products  could
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

The  Company  has  entered  into  confidentiality  agreements  with  all  of its
employees and several of its consultants and third-party vendors to maintain the
confidentiality  of trade secrets and proprietary  information.  There can be no
assurance  that the  obligations  of employees of the Company and third  parties
with  whom  the  Company  has  entered  into  confidentiality   agreements  will
effectively  prevent  disclosure of the Company's  confidential  information  or
provide  meaningful  protection  for the Company's  confidential  information if
there is unauthorized use or disclosure,  or that the Company's trade secrets or
proprietary  information  will not be  independently  developed by the Company's
competitors.   Litigation   may  be  necessary  to  defend   against  claims  of
infringement,  to enforce  patents and trademarks of the Company,  or to protect
trade secrets and could result in  substantial  cost to, and diversion of effort
by, the Company. There can be no assurance that the Company would prevail in any
such litigation.  In addition, the laws of some foreign countries do not protect
the Company's proprietary rights to the same extent as do the laws of the U.S.

Competition

Cryopreserved Human Tissues and Bioprosthetic Cardiovascular Devices

The Company faces competition from non-profit tissue banks that cryopreserve and
distribute  human  tissue,  as well as from  companies  that market  mechanical,
porcine and bovine heart valves for  implantation.  Many established  companies,
some  with  resources  greater  than  those  of  the  Company,  are  engaged  in
manufacturing, marketing and selling alternatives to cryopreserved human tissue.
Management  believes  that  it  competes  favorably  with  other  entities  that
cryopreserve  human  tissue on the basis of  technology,  customer  service  and
quality assurance.  As compared to mechanical,  porcine and bovine heart valves,
management  believes  that the human heart valves  cryopreserved  by the Company
compete on the factors set forth above, as well as by providing a tissue that is
the  preferred   replacement   alternative   with  respect  to  certain  medical
conditions,  such as pediatric cardiac  reconstruction,  valve  replacements for
women in their  child-bearing  years and valve  replacements  for patients  with
endocarditis.  Although human tissue  cryopreserved  by the Company is initially
higher priced than are mechanical  alternatives,  these  alternatives  typically
require that the patient take  anti-coagulation drug therapy for the lifetime of
the  implant.  As  a  result  of  the  costs  associated  with  anti-coagulants,
mechanical  valves are generally,  over the life of the implant,  more expensive
than  tissue  cryopreserved  by  the  Company.  Notwithstanding  the  foregoing,
management believes that, to date, price has not been a significant  competitive
factor.

Generally,  for each  procedure  that may utilize  other  human  tissue that the
Company cryopreserves,  there are alternative treatments.  Often, as in the case
of veins and ligaments,  these alternatives include the repair,  partial removal
or complete removal of the damaged tissue and may utilize other tissues from the
patients themselves or synthetic products. The selection of treatment choices is
made by the  attending  physician in  consultation  with the patient.  Any newly
developed  treatments will also compete with the use of tissue  cryopreserved by
the Company.

Human and Stentless  Porcine Heart  Valves.  Alternatives  to human heart valves
cryopreserved  by the Company  include  mechanical  valves,  porcine  valves and
valves  constructed  from  bovine  pericardium.  St. Jude  Medical,  Inc. is the
leading  supplier  of  mechanical   heart  valves,   and  has  a  marketing  and
distribution  arrangement with a tissue bank for supplies of cryopreserved human
heart  valves  and  St.  Jude  Medical,  Inc.,  Baxter  International  Inc.  and
Medtronics, Inc. are the leading suppliers of porcine heart valves. In addition,
management  believes  that at least three  tissue  banks offer  cryopreservation
services for human heart  valves in  competition  with the Company.  The Company

                                       16


presently  distributes its stentless  porcine heart valves only outside the U.S.
These stentless porcine heart valves compete with mechanical valves, human heart
valves and processed  bovine  pericardium.  The Company is aware of at least two
other companies that offer stentless porcine heart valves.

Human Vascular  Tissue.  Synthetic  alternatives to veins  cryopreserved  by the
Company  are  available  primarily  in medium  and large  diameters.  Currently,
management  believes that there are no other  providers of  cryopreserved  human
vascular  tissue in  competition  with the Company.  Companies  offering  either
synthetic or allograft products may enter this market in the future.

Human Connective  Tissue for the Knee. The Company's  competition in the area of
connective  tissue for the knee varies  according to the tissue  involved.  When
transplant  is  indicated,   the   principal   competition   for  human  tissues
cryopreserved  by the Company are freeze-dried and fresh frozen human connective
tissues.  These  alternative  allografts  are  distributed  by  distributors  of
Osteotech,  Inc. and various tissue banks,  among others.  Ligaments and tendons
cryopreserved  by the Company  constitute  the principal  treatment  options for
injuries  which require  anterior  cruciate  ligament  repair.  To  management's
knowledge, there are presently no processed or synthetic alternatives to menisci
cryopreserved by the Company or preserved osteochondral grafts.

Implantable Biomedical Devices

The  Company   competes   with  many  domestic  and  foreign   medical   device,
pharmaceutical  and  biopharmaceutical  companies.  In the surgical adhesive and
surgical  sealant area,  the Company will compete with  existing  methodologies,
including  traditional  wound  closure  products  such as sutures  and  staples,
marketed  by  companies  such as  Johnson  &  Johnson,  United  States  Surgical
Corporation,  Sherwood,  Davis & Geck and others. Other products currently being
marketed  include  fibrin  glue  sold by  Immuno  AG,  a  subsidiary  of  Baxter
Healthcare Company,  Chemo-Sero  Therapeutic Research Institute,  Hoechst AG and
others,  and management  believes other products are under development by Baxter
Healthcare  Corporation,  Bristol-Myers Squibb Company, V.I. Technologies,  Inc.
and others.  Other  competitors in the surgical  sealant market include  Closure
Medical Corporation, B. Braun GmbH and Focal, Inc. Competitive products may also
be  under  development  by  other  large  medical  device,   pharmaceutical  and
biopharmaceutical  companies.  Many  of  the  Company's  current  and  potential
competitors have substantially  greater financial,  technological,  research and
development,  regulatory and clinical,  manufacturing,  marketing and sales, and
personnel resources than the Company.

These  competitors  may also have greater  experience  in  developing  products,
conducting clinical trials,  obtaining regulatory  approvals,  and manufacturing
and marketing  such  products.  Certain of these  competitors  may obtain patent
protection,  approval or  clearance  by the FDA or foreign  countries or product
commercialization  earlier  than  the  Company,  any of which  could  materially
adversely affect the Company.  Furthermore, if the Company commences significant
commercial  sales of its  products,  it will also be  competing  with respect to
manufacturing efficiency and marketing capabilities, areas in which it currently
has limited experience.

Other recently  developed  technologies  or procedures are, or may in the future
be,  the  basis of  competitive  products.  There can be no  assurance  that the
Company's  current  competitors  or other parties will not succeed in developing
alternative technologies and products that are more effective,  easier to use or
more  economical  than those which have or are being developed by the Company or
that  would  render  the  Company's   technology   and  products   obsolete  and
non-competitive  in  these  fields.  In  such  event,  the  Company's  business,
financial  condition  and results of operations  could be  materially  adversely
affected. See "Risk Factors-Rapid Technological Change."

Government Regulation

U.S. Federal Regulation

Because human heart valves are, and other  Company  products may be regulated in
the future as,  medical  devices,  the Company and these products are subject to
the  provisions  of the  Federal  Food,  Drug  and  Cosmetic  Act  ("FDCA")  and
implementing   regulations.   Pursuant  to  the  FDCA,  the  FDA  regulates  the
manufacture, distribution, labeling and promotion of medical devices in the U.S.
In addition,  various foreign  countries in which the Company's  products are or
may be distributed impose additional regulatory requirements.

                                       17


The FDCA provides that,  unless exempted by regulation,  medical devices may not
be  distributed  in the U.S.  unless  they have been  approved  or  cleared  for
marketing by the FDA. There are two review  procedures by which medical  devices
can receive such approval or clearance.  Some products may qualify for clearance
to be  marketed  under a  Section  510(k)  ("510(k)")  procedure,  in which  the
manufacturer  provides  a  premarket  notification  that  it  intends  to  begin
marketing the product, and shows that the product is substantially equivalent to
another legally  marketed  product (i.e.,  that it has the same intended use and
that it is as safe and effective as a legally marketed device and does not raise
different  questions of safety and  effectiveness  than does a legally  marketed
device).  In some cases, the submission must include data from clinical studies.
Marketing  may  commence  when the FDA issues a clearance  letter  finding  such
substantial equivalence.

If the product does not qualify for the 510(k)  procedure  (either because it is
not  substantially  equivalent to a legally  marketed  device or because it is a
Class III device  required by the FDCA and  implementing  regulations to have an
approved application for premarket approval  ("PMA")),  the FDA must approve a
PMA application  before marketing can begin. PMA applications  must demonstrate,
among  other  matters,  that the  medical  device is safe and  effective.  A PMA
application is typically a complex submission,  usually including the results of
human  clinical  studies,  and  preparing  an  application  is  a  detailed  and
time-consuming  process.  Once a PMA application  has been submitted,  the FDA's
review may be lengthy and may include  requests for additional  data. By statute
and regulation,  the FDA may take 180 days to review a PMA application  although
such time may be extended.  Furthermore,  there can be no  assurance  that a PMA
application  will be reviewed within 180 days or that a PMA application  will be
approved by the FDA.

The FDCA also provides for an  investigational  device  exemption  ("IDE") which
authorizes  distribution  for clinical  evaluation of devices that lack a PMA or
510(k). Devices subject to an IDE are subject to various restrictions imposed by
the FDA. The number of patients  that may be treated with the device is limited,
as are the number of  institutions  at which the device may be used.  The device
may not be used until the Institutional  Review Boiard for the clinical site has
given its  approval  for the clinical  study and  patients  have given  informed
consent to be  treated  with the  investigational  device.  The  device  must be
labeled  that  it is for  investigational  use and  may  not be  advertised,  or
otherwise  promoted,  and the  price  charged  for the  device  may be  limited.
Unexpected adverse experiences must be reported to the FDA.

Under certain  circumstances,  where human clinical studies have established the
safety of a device, the FDA may grant a Humanitarian Device Exemption. HDE's are
granted by the FDA in an attempt to encourage the development of medical devices
for use in the treatement of rare conditions that affect small populations. If a
device is determined to be for  humanitarian use by the FDA, the manufacturer is
required  to show only that the  device is safe and has a  probable  benefit  to
patients,  but not a demonstration of safety. An approval by the FDA allows such
devices to be distributed before completion of clinical studies to establish the
effectiveness of the device.

The FDCA requires all medical device  manufacturers and distributors to register
with the FDA  annually  and to  provide  the FDA  with a list of  those  medical
devices which they distribute commercially. The FDCA also requires manufacturers
of medical  devices to comply  with  labeling  requirements  and to  manufacture
devices in  accordance  with  Quality  System  Regulations,  which  require that
companies   manufacture  their  products  and  maintain  their  documents  in  a
prescribed manner with respect to good manufacturing practices, design, process,
labeling and packaging controls,  process validation,  record keeping, and other
quality  control  activities.  The  FDA's  medical  device  tracking  regulation
requires that a device  manufacturer  provide information to the FDA on death or
serious  injuries  alleged to have been associated with the use of its products,
as well as product  malfunctions  that would likely cause or contribute to death
or serious  injury if the  malfunction  were to recur.  The FDA's medical device
tracking  regulation  requires  the  adoption of a method of device  tracking by
manufacturers of certain life-sustaining or implantable products, the failure of
which would be reasonably  likely to have serious  adverse health  consequences.
The  manufacturer  must adopt  methods to ensure that such devices can be traced
from the  manufacturing  facility to the ultimate  user,  the  patient.  The FDA
further  requires that certain  medical devices not cleared for marketing in the
U.S. follow certain procedures before they are exported.

                                       18


The FDA inspects medical device manufacturers and distributors and has authority
to seize  noncomplying  medical  devices,  to  enjoin  and/or  to  impose  civil
penalties on manufacturers  and  distributors  marketing  non-complying  medical
devices,  to  criminally  prosecute  violators  and to order  recalls in certain
instances.

Human  Heart  Valves.  The  Company's  human  heart  valves  became  subject  to
regulation by the FDA in June 1991, when the FDA published a notice stating that
human heart valves are Class III medical  devices under the FDCA.  The June 1991
notice  provided  that  distribution  of human heart valves for  transplantation
would violate the FDCA unless they were the subject of an approved PMA or IDE on
or before August 26, 1991.

On October 14, 1994,  the FDA announced in the Federal  Register that neither an
approved  application  for  PMA  nor an  IDE  is  required  for  processors  and
distributors who had marketed heart valve allografts  before June 26, 1991. This
action by the FDA has resulted in the allograft heart valves being classified as
Class II Medical  Devices and has removed them from clinical  trial  status.  It
also allows the Company to  distribute  such valves to  cardiovascular  surgeons
throughout the U.S.

Other Tissue.  Other than human and porcine heart valves,  none of the Company's
other tissue services or products are currently subject to regulation as medical
devices under the FDCA or FDA regulation. Heart valves are one of a small number
of  processed  human  tissues  over which the FDA has  asserted  medical  device
jurisdiction.  In July  1997,  the FDA  published  a final  rule,  which  became
effective in January 1998,  regulating  "human  tissue." The rule  clarifies and
modifies an earlier  interim rule and defines human tissue as any tissue derived
from a human body which is (i) intended for  administration to another human for
the  diagnosis,  cure,  mitigation,  treatment or prevention of any condition or
disease and (ii)  recovered,  processed,  stored or  distributed  by methods not
intended  to change  tissue  function  or  characteristics.  The FDA  definition
excludes,  among other  things,  tissue that  currently  is regulated as a human
drug,  biological product or medical device and excludes kidney,  liver,  heart,
lung,  pancreas or any other vascularized human organ. Human tissue is regulated
by the FDA in a manner the agency has  deemed  necessary  to protect  the public
health from the  transmission of HIV infection and hepatitis  infection  through
transplantation of tissue from donors with or at risk for these diseases. Unlike
certain drugs,  biologicals and medical devices,  human tissue is not subject to
premarket notification or approval by the FDA. It is likely,  moreover, that the
FDA will expand its  regulation  of processed  human  tissue in the future.  For
example,  the FDA may determine  that the veins and  connective  tissue that are
currently processed by the Company are medical devices, or the FDA may determine
to regulate human heart valves as "human tissue" or biological  products  rather
than medical devices,  but the FDA has not done so at this time.  Complying with
FDA regulatory  requirements  or obtaining  required FDA approvals or clearances
may entail  significant time delays and expenses or may not be possible,  any of
which may have a material adverse effect on the Company.  In addition,  the U.S.
Congress  has  considered  legislation  that  would  regulate  human  tissue for
transplant  or the FDA  could  impose a  separate  regulatory  scheme  for human
tissue.  Such  legislation or regulation could have a material adverse effect on
the Company.

Porcine Heart Valves.  Porcine heart valves are Class III medical  devices,  and
FDA  approval  of a PMA is required  prior to  commercial  distribution  of such
valves in the U.S. The porcine  heart valves  currently  marketed by the Company
have not been approved by the FDA for  commercial  distribution  in the U.S. but
may be manufactured in the U.S. and exported to foreign  countries if the valves
meet the specifications of the foreign purchaser,  do not conflict with the laws
of and are  approved by the  country to which they will be exported  and the FDA
determines  that their  exportation  is not  contrary  to the public  health and
safety.

Single-Use Medical Devices. The products manufactured by the Company through IFM
are regulated as Class I and Class II medical devices by the FDA. These products
require clearance under a 510(k) procedure.  All products currently manufactured
by IFM have  received a 510(k)  clearance  from the FDA.  In  addition,  the IFM
facilities  are subject to period  inspection  by the FDA, as are certain of the
Company's   records,   including  reports  on  returned  products  and  problems
associated with use of its products.

BioGlue Surgical Adhesive. BioGlue surgical adhesive is regulated as a Class III
medical device by the FDA. The Company is currently  conducting  clinical trials
for BioGlue surgical adhesive in the U.S. There can be no assurance that BioGlue
will receive FDA approval.

                                       19


The Company received a Humanitarian  Device Exemption (HDE) in December 1999 for
BioGlue   surgical   adhesive  for  use  in  repair  of  acute  thoracic  aortic
dissections.  The Company  commercially  distributes  BioGlue in the US for this
indication, subject to the limitations imposed by the FDA under an HDE, and will
likely discontinue clinical trials of BioGlue under its current IDE. The Company
has  received  U.S. FDA approval to and will  commence  clinical  trials under a
supplemental IDE for BioGlue  surgical  adhesive for use in general vascular and
selected  cardiac  repairs.  If  successful,   the  Company  would  be  able  to
commercially distribute BioGlue in the US for these indications.  However, there
can be no assurance that the Company will be successful in gaining  approval for
the IDE.

Possible Other FDA Regulation. Other products and processes under development by
the Company are likely to be subject to regulation by the FDA (e.g.,  SynerGraft
heart valves and FibRx  surgical  sealant).  Some may be  classified  as medical
devices;  others may be classified as drugs or biological products or subject to
a  regulatory  scheme  for human  tissue  that the FDA may adopt in the  future.
Regulation  of  drugs  and  biological  products  is  substantially  similar  to
regulation of medical  devices.  Obtaining FDA approval to market these products
is likely to be a time  consuming  and  expensive  process,  and there can be no
assurance  that any of  these  products  will  ever  receive  FDA  approval,  if
required, to be marketed.

NOTA Regulation.  The Company's  activities in processing and transporting human
hearts and certain other organs are also subject to federal regulation under the
National Organ  Transplant Act ("NOTA"),  which makes it unlawful for any person
to knowingly acquire, receive or otherwise transfer any human organ for valuable
consideration  for  use  in  human   transplantation  if  the  transfer  affects
interstate   commerce.   NOTA   excludes   from  the   definition  of  "valuable
consideration" reasonable payments associated with the removal,  transportation,
implantation,  processing,  preservation, quality control and storage of a human
organ. The purpose of this statutory  provision is to allow for compensation for
legitimate services.  The Company believes that to the extent its activities are
subject  to  NOTA,   it  meets  this   statutory   provision   relating  to  the
reasonableness  of  its  charges.  There  can  be no  assurance,  however,  that
restrictive interpretations of NOTA will not be adopted in the future that would
call into question one or more aspects of the Company's  methods of charging for
its preservation services.

State Licensing Requirements

Some states have enacted  statutes and  regulations  governing  the  processing,
transportation and storage of human organs and tissue. The activities engaged in
by the Company  require it to be licensed  as a clinical  laboratory  and tissue
bank under Georgia,  New York,  California and Florida law. The Company has such
licenses,  and the Company  believes it is in compliance with  applicable  state
laws and regulations  relating to clinical  laboratories  and tissue banks which
store,  process  and  distribute  human  tissue  designed to be used for medical
purposes  in  human  beings.  There  can be no  assurance,  however,  that  more
restrictive  state laws or  regulations  will not be adopted in the future  that
could  adversely  affect the  Company's  operations.  Certain  employees  of the
Company have obtained other required licenses.

Foreign Approval Requirements

Sales of medical devices and biological products outside the U.S. are subject to
foreign  regulatory  requirements  that vary  widely  from  country to  country.
Approval of a product by comparable regulatory  authorities of foreign countries
must be obtained prior to  commercialization  of the product in those countries.
The time required to obtain foreign approvals may be longer or shorter than that
required for FDA approval.  The European Community recognizes a single approval,
called  a CE  Mark,  which  allows  for  distribution  of  an  approved  product
throughout the European Community (15 countries) without additional applications
to each country. The CE Mark is awarded by third parties called Notified Bodies.
These  Notified  Bodies are  approved  and  subject  to review by the  Competent
Authorities of their respective countries.  A number of countries outside of the
European  Community accept the CE Mark in lieu of clinical data submission as an
addendum to that country's  application  process. The Company has been issued CE
Marks  issued  by  LRQA  for  the  distribution  of  its   CyroLife-O'Brien  and
CryoLife-Ross porcine heart valves, BioGlue surgical adhesive and IFM single-use
medical devices in the European  Community.  The Company's  porcine heart valves
may be exported to  specified  developed  nations,  including  countries  in the
European Community, Australia, Canada,

                                       20


Israel, Japan, New Zealand, South Africa and Switzerland if they comply with the
laws of that country and have valid marketing  authorization  by the appropriate
authority in that country.

Environmental Matters

The Company's  tissue  processing  activities  generate some  biomedical  wastes
consisting  primarily of human  pathological  and biological  wastes,  including
human  tissue  and  body  fluids  removed  during  laboratory  procedures.   The
biomedical   wastes  generated  by  the  Company  are  placed  in  appropriately
constructed  and  labeled  containers  and  are  segregated  from  other  wastes
generated  by  the  Company.  The  Company  contracts  with  third  parties  for
transport,  treatment  and disposal of  biomedical  waste.  Although the Company
believes it is in compliance with applicable laws and regulations promulgated by
the U.S.  Environmental  Protection Agency and the Georgia Department of Natural
Resources,  Environmental  Protection  Division,  the  failure by the Company to
comply  fully  with  any such  regulations  could  result  in an  imposition  of
penalties, fines or sanctions, which could have a material adverse effect on the
Company's business.

Employees

At March 20, 2000 the Company had approximately  410 employees.  These employees
included  13  persons  with PhD  degrees.  None of the  Company's  employees  is
represented  by a labor  organization  or  covered  by a  collective  bargaining
agreement, and the Company has never experienced a work stoppage or interruption
due to labor disputes.  Management believes its relations with its employees are
good.

                                  RISK FACTORS

Dependence on Cryopreservation of Human Tissue

A  significant  portion of the  Company's  current  revenues is derived from the
cryopreservation  of human.  The success of this business  depends  upon,  among
other factors,  the  availability of sufficient  quantities of tissue from human
donors.  Any  material  reduction  in the supply of donated  human  tissue could
restrict the Company's growth.  The Company relies primarily upon the efforts of
third party procurement agencies (all of which are not-for-profit) and others to
educate  the public  and foster a  willingness  to donate  tissue.  Based on the
Company's experience with human heart valves,  management believes that once the
use by physicians of a particular transplantable tissue gains acceptance, demand
for that tissue will exceed the amount of tissue  available  from human  donors.
Failure of the  Company to  maintain  its supply of tissue for  cryopreservation
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.  Furthermore, a reduction in the demand for
the  Company's  cryopreserved  human tissue  could also have a material  adverse
effect on the Company's business, financial condition and results of operations.
Such  reduction  could occur if  competitors'  products were perceived as either
functionally  superior or more cost  effective,  if the number of  procedures in
which cryopreserved tissues are used declines or if hospitals acquire sufficient
inventories  of  cryopreserved  tissue to allow a reduction  in new orders.  See
"-Intense   Competition"  and  "-Uncertainties   Regarding  Future  Health  Care
Reimbursement."

Intense Competition

The Company faces  competition  from other  companies  that  cryopreserve  human
tissue,  as well as companies  that market  mechanical  valves and synthetic and
animal tissue for implantation.  Management  believes that at least three tissue
banks offer cryopreservation  services for human heart valves and many companies
offer  processed  porcine  heart  valves  and  mechanical  heart  valves.  A few
companies  dominate  portions of the mechanical and porcine heart valve markets,
including St. Jude Medical, Inc., Medtronic,  Inc. and Baxter International Inc.
The Company is aware that several  companies  have  surgical  adhesive  products
under development.  Competitive  products may also be under development by other
large medical device,  pharmaceutical and biopharmaceutical  companies.  Many of

                                       21


the Company's competitors have greater financial,  technical,  manufacturing and
marketing  resources than the Company and are well established in their markets.
There can be no assurance that the Company's  products and services will be able
to compete  successfully  with the  products  of these or other  companies.  Any
products  developed  by the Company that gain  regulatory  clearance or approval
will have to compete  for market  acceptance  and market  share.  Failure of the
Company to compete  effectively  could  have a  material  adverse  effect on the
Company's  business,   financial  condition  and  results  of  operations.   See
"Business-Competition."

Rapid Technological Change

The technologies  underlying the Company's  products and services are subject to
rapid and profound  technological  change.  The Company  expects  competition to
intensify  as  technical  advances in each field are made and become more widely
known.  There can be no  assurance  that  others  will not  develop  products or
processes with  significant  advantages over the products and processes that the
Company  offers or is  seeking  to  develop.  Any such  occurrence  could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Uncertainties Regarding Products in Development

The Company's growth and profitability will depend, in part, upon its ability to
complete  development  of and  successfully  introduce new  products,  including
additional  applications of its SynerGraft  technology and its FibRx  technology
The Company may be required to undertake time  consuming and costly  development
activities  and seek  regulatory  clearance  or approval for new  products.  See
"-Extensive   Government   Regulation."   Although  the  Company  has  conducted
pre-clinical  studies on many of its products under  development  which indicate
that such products may be effective in a particular application, there can be no
assurance  that  the  results  obtained  from  human  clinical  studies  will be
consistent with earlier pre-clinical results or be sufficient for the Company to
obtain  any  required  regulatory  approvals  or  clearances.  There  can  be no
assurance that the Company will not experience  difficulties that could delay or
prevent the successful development,  introduction and marketing of new products,
that  regulatory  clearance  or  approval of these or any new  products  will be
granted on a timely basis,  if ever,  or that the new products  will  adequately
meet the requirements of the applicable market or achieve market acceptance. The
completion of the development of any of the Company's  products  remains subject
to all of the risks associated with the  commercialization of new products based
on innovative technologies, including unanticipated technical or other problems,
manufacturing difficulties and the possible insufficiency of the funds allocated
for the completion of such development.  Consequently, there can be no assurance
that  any of the  Company's  products  under  development  will be  successfully
developed or manufactured or, if developed and manufactured,  that such products
will meet price or  performance  objectives,  be  developed on a timely basis or
prove to be as  effective  as  competing  products.  The  inability  to complete
successfully the development of a product or application,  or a determination by
the  Company,  for  financial,  technical  or  other  reasons,  not to  complete
development of any product or  application,  particularly  in instances in which
the Company has made  significant  capital  expenditures,  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

The Company's  BioGlue  surgical  adhesive is currently  offered for sale in the
U.S.  pursuant to an HDE approval,  which provides for limited  distribution for
use only as an adjunct in the repair of acute thoracic aortic dissections. There
can be no  assurance  that the Company  will obtain the  necessary  approvals to
allow for general distribution of its BioGlue surgical adhesive in the U.S.

The Company's  porcine heart valve  products are currently only offered for sale
outside of the U.S. The Company's  porcine heart valves are subject to the risk
that the Company may be unable to obtain regulatory approval necessary to permit
commercial distribution of these products in the U.S.

The Company's research and development  efforts are time consuming and expensive
and there can be no  assurance  that  these  efforts  will lead to  commercially
successful products or services. Even the successful  commercialization of a new
service or product in the medical  industry can be  characterized by slow growth
and high costs associated with marketing, under-utilized production capacity and
continuing  research,  and  development  and  education  costs.  Generally,  the
introduction  of  new  human  tissue  products  requires  significant  physician
training and years of clinical  evidence derived from follow-up studies on human
implant recipients in order to gain acceptance in the medical community.

                                       22


Extensive Government Regulation

Government   regulation   in  the  U.S.,   the  European   Community  and  other
jurisdictions  represents a potentially  determinative  factor in the success of
the   Company's   efforts   to   market   and   develop   its   products.    See
"Business-Government  Regulation."  The human heart  valves to which the Company
applies  its  cryopreservation  services  are  currently  regulated  as Class II
medical   devices  by  the  FDA  and  are  subject  to  significant   regulatory
requirements,   including   Quality   System   Regulations   and   recordkeeping
requirements.  There can be no assurance that changes in regulatory treatment or
the adoption of new statutory or regulatory  requirements will not occur,  which
could  adversely  impact the marketing or development of these products or could
adversely affect market demand for these products.

Other allograft  tissues  processed and distributed by the Company are currently
regulated as "human tissue" under a rule  promulgated by the FDA pursuant to the
Public Health Services Act. This rule establishes requirements for donor testing
and screening of human tissue and  recordkeeping  relating to these  activities.
Although the Company's other human tissue allografts are not currently regulated
as  medical  devices,  such  tissue  may in the  future  become  subject to more
extensive  FDA  regulation,   which  could  include  PMA  or  product  licensing
requirements.

BioGlue  surgical  adhesive is regulated  as a Class III medical  device and the
Company  believes that FibRx surgical sealant will be regulated as a biologic by
the FDA. BioGlue surgical adhesive has been approved for limited distribution in
the U.S. under a Humanitarian  Device Exemption while FibRx surgical sealant has
not been approved for commercial  distribution  in the U.S. or elsewhere.  Fixed
porcine heart valve products are classified as Class III medical devices.  There
can be no  assurance  that the Company  will be able to obtain the FDA  approval
required to distribute its surgical  sealants or porcine heart valve products in
the U.S., or the approval for  unlimited  distribution  of its BioGlue  surgical
adhesive  in the  U.S.  Distribution  of  these  products  within  the  European
Community is  dependent  upon the Company  maintaining  its CE Mark and ISO 9001
certifications, of which there can be no assurance.

Most of the Company's products in development,  if successfully developed,  will
require  regulatory   approvals  from  the  FDA  and  perhaps  other  regulatory
authorities  before  they  may  be  commercially  distributed.  The  process  of
obtaining required regulatory  approvals from the FDA normally involves clinical
trials and the  preparation of an extensive PMA application and often takes many
years.  The process is expensive and can vary  significantly  based on the type,
complexity  and  novelty  of the  product.  There can be no  assurance  that any
products  developed  by the  Company,  independently  or in  collaboration  with
others,  will receive the required  approvals for  manufacturing  and marketing.
Delays in  obtaining  U.S.  or foreign  approvals  could  result in  substantial
additional  cost to the Company and adversely  affect the Company's  competitive
position.  The FDA may also place  conditions  on product  approvals  that could
restrict commercial  applications of such products.  Product marketing approvals
or clearances may be withdrawn if compliance  with  regulatory  standards is not
maintained or if problems occur following initial  marketing.  Delays imposed by
the governmental clearance process may materially reduce the period during which
the Company has the exclusive right to commercialize  patented  products.  Also,
delays or  rejections  may be  encountered  during  any stage of the  regulatory
approval  process  based  upon the  failure  of the  clinical  or other  data to
demonstrate  compliance  with,  or upon the failure of the product to meet,  the
regulatory  agency's  requirements for safety,  efficacy and quality,  and those
requirements  may  become  more  stringent  due to changes  in  applicable  law,
regulatory agency policy or the adoption of new regulations. Clinical trials may
also be delayed due to unanticipated side effects,  inability to locate, recruit
and qualify  sufficient numbers of patients,  lack of funding,  the inability to
locate or  recruit  clinical  investigation,  the  redesign  of  clinical  trial
programs,  the inability to manufacture or acquire sufficient  quantities of the
particular  product  candidate  or any other  components  required  for clinical
trials,  changes in the  Company's or its  collaborative  partners'  development
focus  and  disclosure  of trial  results  by  competitors.  Even if  regulatory
approval is obtained for any of the Company's products or services, the scope of
the approval may significantly limit the indicated usage for which such products
or services may be marketed.

                                       23


Products  marketed  by the  Company  pursuant  to FDA or  foreign  oversight  or
approval  are  subject to  pervasive  and  continuing  regulation.  In the U.S.,
devices and biologics  must be  manufactured  in registered  and, in the case of
biologics,  licensed  establishments  and must be  produced in  accordance  with
Quality System Regulations.  Manufacturing  facilities and processes are subject
to periodic FDA inspection. Labeling and promotional activities are also subject
to  scrutiny  by the  FDA  and,  in  certain  instances,  by the  Federal  Trade
Commission.  The export of devices and  biologics is also subject to  regulation
and may  require  FDA  approval.  From  time to time,  the FDA may  modify  such
regulations,  imposing additional or different  requirements.  Failure to comply
with any applicable FDA  requirements,  which may be ambiguous,  could result in
civil and criminal enforcement actions,  product recalls or detentions and other
penalties and could have a material  adverse  effect on the Company's  business,
financial condition and results of operations.  In addition,  NOTA prohibits the
acquisition or transfer of human organs for "valuable  consideration" for use in
human   transplantation.   NOTA  permits  the  payment  of  reasonable  expenses
associated with the removal, transportation,  processing,  preservation, quality
control and storage of human organs.  There can be no assurance that restrictive
interpretations  of NOTA will not be adopted in the future  that will  challenge
one  or  more   aspects  of  the   Company's   methods  of   charging   for  its
cryopreservation  services.  The Company's laboratory  operations are subject to
the U.S. Department of Labor,  Occupational Safety and Health Administration and
Environmental  Protection  Agency  requirements  for prevention of  occupational
exposure to  infectious  agents and hazardous  chemicals  and  protection of the
environment.  Some states have enacted  statutes and  regulations  governing the
processing,  transportation  and  storage  of human  organs  and  tissue.  While
management  believes that the Company is presently in compliance in all material
respects  with all such  applicable  statutes and  regulations,  there can be no
assurance that more restrictive state laws or regulations will not be adopted in
the future that could have a material adverse effect on the Company's  business,
financial  condition  and  results  of  operations.   See   "Business-Government
Regulation."

Uncertainties Related to Patents and Protection of Proprietary Technology

The Company owns several patents,  patent  applications and licenses relating to
its technologies,  which it believes provide important  competitive  advantages.
There can be no assurance that the Company's  pending patent  applications  will
issue as  patents  or that  challenges  will not be  instituted  concerning  the
validity  or  enforceability  of  any  patent  owned  by  the  Company,  or,  if
instituted,  that such challenges will not be successful. The cost of litigation
to  uphold  the  validity  and  prevent   infringement  of  a  patent  could  be
substantial.  Furthermore,  there can be no assurance that  competitors will not
independently   develop   similar   technologies   or  duplicate  the  Company's
technologies   or  design   around  the  patented   aspects  of  the   Company's
technologies. There can be no assurance that the Company's proposed technologies
will not infringe  patents or other rights owned by others.  In addition,  under
certain  of the  Company's  license  agreements,  if the  Company  fails to meet
certain  contractual  obligations,  including  the  payment of  minimum  royalty
amounts,  such licenses may become  nonexclusive  or terminable by the licensor,
which could have a material adverse effect on the Company's business,  financial
condition  and results of  operations.  Additionally,  the Company  protects its
proprietary  technologies  and processes in part by  confidentiality  agreements
with its  collaborative  partners,  employees and  consultants.  There can be no
assurance that these agreements will not be breached, that the Company will have
adequate  remedies for any breach or that the  Company's  trade secrets will not
otherwise become known or independently discovered by competitors,  any of which
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

Uncertainties Regarding Future Health Care Reimbursement

Even though the Company  does not receive  payments  directly  from  third-party
health care payors,  their reimbursement  methods and policies impact demand for
the  Company's  cryopreserved  tissue  and  other  services  and  products.  The
Company's   cryopreservation   services  may  be  particularly   susceptible  to
third-party  cost  containment  measures.  In particular,  the initial cost of a
cryopreserved  human heart  valve  generally  exceeds the cost of a  mechanical,
synthetic or animal-derived valve. The Company is unable to predict what changes
will be made in the  reimbursement  methods and policies utilized by third-party
health care payors or their effect on the Company.  Changes in the reimbursement
methods and  policies  utilized by  third-party  health care  payors,  including
Medicare,  with  respect to  cryopreserved  tissues  provided for implant by the
Company and other Company  services and products,  could have a material adverse

                                       24


effect on the Company.  Significant  uncertainty  exists as to the reimbursement
status of newly  approved  health care products and services and there can be no
assurance that adequate  third-party  coverage will be available for the Company
to maintain price levels sufficient for realization of an appropriate  return on
its  investment in developing  new products.  Government  and other  third-party
payors are increasingly attempting to contain health care costs by limiting both
coverage and the level of reimbursement  for new products approved for marketing
by the FDA and by  refusing in some cases to provide  any  coverage  for uses of
approved  products for indications  for which the FDA has not granted  marketing
approval.  If adequate  coverage  and  reimbursement  levels are not provided by
government and other  third-party  payors for uses of the Company's new products
and services,  market acceptance of these products would be adversely  affected,
which could have a material adverse effect on the Company's business,  financial
condition and results of operations.

Dependence on Key Personnel

The Company's  business and future operating  results depend in significant part
upon the  continued  contributions  of its key  technical  personnel  and senior
management,  many of whom would be difficult to replace.  The Company's business
and future operating results also depend in significant part upon its ability to
attract and retain qualified management, processing, technical, marketing, sales
and support  personnel  for its  operation.  Competition  for such  personnel is
intense and there can be no  assurance  that the Company will be  successful  in
attracting and retaining such personnel.  The loss of key employees, the failure
of any key employee to perform adequately or the Company's  inability to attract
and retain skilled  employees as needed could have a material  adverse effect on
the Company's business, financial condition and results of operations.

Product Liability and Insurance

The use of the Company's  products  involves the  possibility of adverse effects
that could expose the Company to product liability claims. A recent U.S. Supreme
Court  decision held that prior FDA approval or clearance of the product did not
preempt product liability  actions  involving the product.  FDA and future court
decisions may also increase the Company's risk of product  liability.  From time
to time, the Company is involved in legal proceedings based on product liability
claims of a nature considered normal to its business. The Company's products are
used by health care providers in connection with the treatment of patients,  who
will,  on  occasion,  sustain  injury or die as a result of their  condition  or
medical  treatment.  If a lawsuit is filed  because of such an  occurrence,  the
Company,  along  with  physicians  and  nurses,   hospitals  and  other  medical
suppliers,  may be named as a  defendant,  and  whether  or not the  Company  is
ultimately  determined  to be liable,  the Company may incur  significant  legal
expenses. In addition, such litigation could damage the Company's reputation and
therefore impair its ability to market its products or obtain product  liability
insurance and could cause the premiums for such insurance to increase.  Although
the Company has incurred minimal losses due to product liability claims to date,
there  can be no  assurance  that it will not  incur  significant  losses in the
future.  The Company  currently  maintains  product  liability  insurance in the
aggregate  amount of $14 million per year.  There can be no assurance  that such
coverage  will  continue to be available on terms  acceptable  to the Company or
will be adequate to cover any losses due to product claims if actually incurred.
Furthermore,  if any such claim is successful,  it could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business-Legal Proceedings."

Use and Disposal of Hazardous Material

The  Company's  research,  development  and  processing  activities  involve the
controlled use of small quantities of radioactive  compounds,  chemical solvents
and other  hazardous  materials.  The  Company's  activities  also  include  the
preservation  and  growth of human  cells and the  processing  of human  tissue.
Although  the  Company  believes  that  its  safety   procedures  for  handling,
processing and disposing of hazardous materials and human tissue comply with the
standards  prescribed  by  federal,  state  and local  regulations,  the risk of
accidental  contamination,  injury or disease  transmission from these materials
cannot  be  completely  eliminated.   In  the  event  of  such  an  accident  or
transmission,  the Company  could be held liable for  resulting  damages and any
liability  could  have a  material  adverse  effect on the  Company's  business,

                                       25


financial condition and results of operations.  Also, any failure to comply with
applicable  regulations  could result in the imposition of penalties,  fines and
sanctions, which could have a material adverse effect on the Company's business,
financial condition and results of operations.

Volatility of Securities Prices

The  trading  price of the  Company's  Common  Stock  has been  subject  to wide
fluctuations from time to time and may continue to be subject to such volatility
in the future. Trading price fluctuations can be caused by a variety of factors,
including quarter to quarter  variations in operating  results,  announcement of
technological  innovations  or new  products by the Company or its  competitors,
governmental   regulatory  acts,   developments   with  respect  to  patents  or
proprietary  rights,  general  conditions  in  the  medical  device  or  service
industries,   actions  taken  by  government  regulators,  changes  in  earnings
estimates by securities  analysts or other events or factors,  many of which are
beyond the Company's control.  If the Company's revenues or operating results in
future  quarters  fall  below  the  expectations  of  securities   analysts  and
investors, the price of the Company's Common Stock would likely decline, perhaps
substantially.  Changes in the trading price of the  Company's  Common Stock may
bear no relation to the Company's actual operational or financial results.

Anti-Takeover Provisions

The Company's  Articles of Incorporation and Bylaws contain  provisions that may
discourage  or make more  difficult  any  attempt by a person or group to obtain
control  of the  Company,  including  provisions  authorizing  the  issuance  of
preferred stock without  shareholder  approval,  restricting the persons who may
call a special meeting of the  shareholders  and prohibiting  shareholders  from
taking action by written consent. In addition, the Company is subject to certain
provisions of Florida law that may  discourage or make more  difficult  takeover
attempts or acquisitions of substantial  amounts of the Company's  Common Stock.
Further,  pursuant to the terms of a  shareholder  rights plan  adopted in 1995,
each  outstanding  share of Common Stock has one attached right. The rights will
cause  substantial  dilution of the ownership of a person or group that attempts
to  acquire  the  Company  on terms not  approved  by the Board and may have the
effect of deterring hostile takeover attempts.

Absence of Dividends

The Company has not paid, and does not presently  intend to pay, cash dividends.
The Company's major credit agreement contains,  and future credit agreements may
contain, financial covenants,  including covenants to maintain certain levels of
net  worth  and  certain  leverage  ratios,  which  could  have  the  effect  of
restricting  the amount of dividends  that the Company may pay. It is not likely
that any cash dividends will be paid in the foreseeable future.

                           Forward-Looking Statements

This Form 10-K  includes  "forward-looking  statements"  within  the  meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") and the Private Securities  Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included or incorporated by reference
in this Form 10-K which address  activities,  events or  developments  which the
Company  expects  or  anticipates  will or may  occur in the  future,  including
statements  regarding  the  Company's  competitive   position,   the  successful
development  of  its  SynerGraft   porcine  valves,   the  funding  to  continue
development of FibRx surgical  sealant,  other  estimated  dates relating to the
Company's proposed regulatory submissions,  the timing of the Company's clinical
trials for the  approval  of BioGlue  surgical  adhesive  for  general  vascular
repair, the timing of the completion of the expansion of the Company's corporate
headquaters and manufacturing  facilities,  the Company's expectations regarding
the  adequacy  of  current  financing  arrangements,  product  demand and market
growth,  the impact of the  introduction  of BioGlue  in the U.S.  or  marketing
opportunities for the Company's  single-use medical devices and other statements
regarding future plans and strategies,  anticipated events or trends and similar

                                       26


expressions concerning matters that are not historical facts are forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results and developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties  which could cause
actual results to differ materially from the Company's  expectations,  including
the risk factors  discussed in this Form 10-K and other  factors,  many of which
are beyond the control of the Company.  Consequently, all of the forward-looking
statements made in this Form 10-K are qualified by these  cautionary  statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the  expected  consequences  to or effects on the Company or
its business or operations. The Company assumes no obligation to update publicly
any such  forward-looking  statements,  whether as a result of new  information,
future events or otherwise.

Item 2. Properties.

The Company's facilities (other than its single use medical device manufacturing
plant) are located in suburban Atlanta,  Georgia,  and consist of three separate
locations  totaling   approximately   130,000  square  feet  of  leased  office,
laboratory and warehouse space.  Approximately  30,000 square feet are dedicated
to laboratory work areas. The primary facility, which does not include the FibRx
laboratory  and  the  bioprosthetic   manufacturing  operation,  has  four  main
laboratory facilities: human tissue processing, BioGlue manufacturing,  research
and  development,  and  microbiology.  Each of these areas consists of a general
technician work area and adjoining  "clean rooms" for work with human tissue and
for aseptic  processing.  The clean rooms are supplied with highly  filtered air
which  provides  a  near-sterile   environment.   The  human  tissue  processing
laboratory contains  approximately 7,700 square feet with a suite of seven clean
rooms. The BioGlue manufacturing laboratory contains approximately 12,900 square
feet with a suite of 2 clean rooms.  The research and development  laboratory is
approximately  5,500  square  feet  with  a  suite  of  five  clean  rooms.  The
microbiology laboratory is approximately 3,200 square feet with a suite of three
clean rooms. The FibRx laboratory facility contains  approximately 11,000 square
feet, including approximately 4,000 square feet of laboratory space with a suite
of eight clean rooms. The Company's porcine heart valves are manufactured in the
Company's bioprosthesis  laboratory,  which contains approximately 13,000 square
feet, with about 3,500 square feet of laboratory space and a suite of four clean
rooms for tissue processing. The Company manufactures single-use medical devices
at the  Company's  IFM  subsidiary  located  in St.  Petersburg,  Florida.  This
facility  is  approximately  30,000  square  feet and is leased  from the former
principal shareholder of IFM. The Company's lease on its IFM facility expires in
2007.

In February 2000, the Company began  construction of a major new addition to its
corporate headquarters and manufacturing facilities located in suburban Atlanta,
Georgia.  The new  addition  will  consist of a  two-story  100,000  square foot
manufacturing  facility  for BioGlue  surgical  adhesive  and  SynerGraft  heart
valves,  as well as physician  training  laboratories  and additional  corporate
office space. The Company anticipates completion of the project in mid 2001.

Item 3. Legal Proceedings.

From time to time,  the  Company is involved  in  litigation  relating to claims
arising  out of its  operations  in the normal  course of  business.  Management
believes that no currently ongoing  litigation,  if determined  adversely to the
Company,  will  have  a  material  adverse  effect  on the  Company's  business,
financial condition or results of operations.

Item 4. Submission of Matters to Vote of Security Holders.

Inapplicable.

                                       27


Item 4A. Executive Officers of the Registrant.

Each of the  executive  officers of the  Registrant  was elected by the Board of
Directors to serve until the Board of Directors' meeting  immediately  following
the next annual  meeting of  shareholders  or until his  earlier  removal by the
Board of Directors or his  resignation.  The following table lists the executive
officers of the Registrant and their ages,  positions with the  Registrant,  and
the dates from which they have  continually  served in their  present  positions
with the Registrant.


                                                                                    

                                                                                          Date First Elected to
Name                            Age   Position                                            Present Office
- - -------                         ---   ---------                                           ---------------------
Steven G. Anderson               61   President, Chief Executive Officer and Chairman     February, 1984
Kirby S. Black, PhD              45   Vice President, Research and Development            July, 1995
Edwin B. Cordell, Jr., CPA       41   Vice President and Chief Financial Officer          December, 1994
David M. Fronk                   36   Vice President, Clinical Research                   December, 1998
Albert E. Heacox, PhD            49   Vice President, Laboratory Operations               June, 1995
Gerald B. Seery                  43   Vice President, Marketing                           August, 1995
James C. Vander Wyk, PhD         55   Vice President, Regulatory Affairs and Quality      February, 1996
                                      Assurance
Ronald D. McCall, Esq.           63   Director, Secretary and Treasurer                   January, 1984


Steven G.  Anderson,  a founder  of the  Company,  has  served as the  Company's
President,  Chief  Executive  Officer  and  Chairman  since its  inception.  Mr.
Anderson has more than 30 years of experience in the implantable  medical device
industry.  Prior to joining the Company,  Mr. Anderson was Senior Executive Vice
President and Vice  President,  Marketing,  from 1976 until 1983 of Intermedics,
Inc. (now Guidant, Inc.), a manufacturer and distributor of pacemakers and other
medical devices. Mr. Anderson received his BA from the University of Minnesota.

Kirby S. Black,  PhD, has served as Vice  President of Research and  Development
since July 1995. Dr. Black is responsible  for the continued  development of the
Company's  current products as well as the evaluation of new  technologies.  Dr.
Black is listed on three patents and has authored over 125  publications.  Prior
to joining the Company, Dr. Black was Director,  Medical Information and Project
Leader  from July 1993 until July 1994 at  Advanced  Tissue  Sciences,  LaJolla,
California.  Dr. Black has also held a number of positions at the  University of
California  at  Irvine,  including  Director,   Transplantation  and  Immunology
Laboratories,  Department of Surgery.  Dr. Black received his BS degree from the
University of California, Los Angeles, and his PhD degree from the University of
California at Irvine.

Edwin B.  Cordell,  Jr., CPA, has served as Vice  President and Chief  Financial
Officer of the Company since November  1994.  From August 1987 to November 1994,
Mr. Cordell served as Controller  and Chief  Financial  Officer of Video Display
Corporation,   a  publically  held  consumer   electronics   manufacturing   and
distribution  company.  Mr.  Cordell  received  his BS in  Accounting  from  the
University of Tennessee.

David M. Fronk was  appointed  to the  position  of Vice  President  of Clinical
Research in December 1998 and has been with the Company since 1992. Mr. Fronk is
responsible  for managing the preclinical  and clinical  investigations  for all
products,  as well as  monitoring  product  performance.  Prior to  joining  the
Company,  Mr. Fronk held engineering  positions with Zimmer Inc. from 1986 until
1988 and Baxter Healthcare  Corporation from 1988 until 1991. Mr Fronk served as
a market manager with Baxter  Healthcare  Corporation  from 1991 until 1992. Mr.
Fronk received his BS in Mechanical  Engineering at The Ohio State University in
1985 and his MS in Biomedical Engineering at The Ohio State University in 1986.

Albert E. Heacox, PhD, has served as Vice President, Laboratory Operations since
June 1988 and has been with the Company since June of 1985.  Dr. Heacox has been
responsible for developing  protocols and procedures for both cardiovascular and
connective tissues,  implementing upgrades in procedures in conjunction with the
Company's quality assurance programs,  and overseeing all production  activities
of the Company's  laboratories.  Prior to joining the Company, Dr. Heacox worked
as a researcher  with the U.S.  Department of Agriculture and North Dakota State
University, developing methods for the cryopreservation of cells and animal germ
plasm  storage.  Dr.  Heacox  received  a BA and an MS in Biology  from  Adelphi
University, and received his PhD in Biology from Washington State University and
completed  his  post-doctorate  training in cell  biology at the  University  of
Cologne, West Germany.

Gerald B. Seery has served as Vice President of Marketing  since August 1995 and
has been  with the  Company  since  July  1993.  Mr.  Seery is  responsible  for
developing  and  implementing  the  Company's  sales  and  marketing  plans  and
supervising all tissue procurement activities. Prior to joining the Company, Mr.
Seery held senior marketing  management positions with Meadox Medicals from 1982
until  1985,  Electro  Catheter  Corporation  from  1985  until  1989  and  Daig
Corporation  from 1992 until 1993,  accumulating  fifteen  years of  specialized
marketing  experience in cardiovascular  medical devices. Mr. Seery received his
BA  in  International  Economics  at  The  Catholic  University  of  America  in
Washington,  D.C. in 1978 and  completed  his MBA at Columbia  University in New
York in 1980.

                                       28


James C. Vander Wyk, PhD, has served as Vice President,  Regulatory  Affairs and
Quality  Assurance  of the Company  since  February  1996.  Prior to joining the
Company,  Dr. Vander Wyk held senior  management  positions at Schneider  (USA),
Inc. from 1993 until 1996,  Pharmacia Deltec, Inc. from 1985 until 1993, Delmed,
Inc. from 1980 until 1985 and Pharmaco, Inc. from 1975 to 1979, gaining 20 years
of  experience  in  Regulatory  Affairs and Quality  Assurance.  Dr.  Vander Wyk
received his BS in Pharmacy from the  Massachusetts  College of Pharmacy and his
PhD in  Microbiology  from the  University  of  Massachusetts.  Dr.  Vander  Wyk
performed his NIH Postdoctoral Fellowship at the University of Illinois.

Ronald D. McCall has served as a director  of the  Company and as the  Secretary
and Treasurer of the Company since January 1984.  From 1985 to the present,  Mr.
McCall has been the proprietor of the law firm of Ronald D. McCall,  Attorney At
Law, Tampa,  Florida.  Mr. McCall was admitted to the practice of law in Florida
in 1961.  Mr.  McCall  received  his BA and JD degrees  from the  University  of
Florida.

                                       29


                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

The response to Item 5 is  incorporated  herein by reference to the  information
set forth under the  caption  "Market  Price of Common  Stock" on page 35 of the
annual shareholders report for the year ended December 31, 1999.

Item 6. Selected Financial Data.

The response to Item 6 is  incorporated  herein by reference to the  information
set forth under the caption "Selected  Financial  Information" on page 36 of the
annual shareholders report for the year ended December 31, 1999.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The response to Item 7 is  incorporated  herein by reference to the  information
set forth under the caption  "Management's  Discussion and Analysis" on pages 16
though 21 of the annual  shareholders  report for the year  ended  December  31,
1999.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The response to Item 7A is  incorporated  herein by reference to the information
set forth under the caption  "Quantitative  and  Qualitative  Disclosures  About
Market Risk" appearing on page 20 of the annual shareholders report for the year
ending December 31, 1999.

Item 8. Financial Statements and Supplementary Data.

The  report  of  independent  auditors  and  consolidated  financial  statements
included on pages 22 through 35 of the annual  shareholders  report for the year
ended December 31, 1999 are incorporated herein by reference.  Quarterly Results
of  Operations on page 37 of the annual  shareholders  report for the year ended
December 31, 1999 is incorporated herein by reference.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None required to be reported in this Form 10-K.

                                       30


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

The  response  to Item  10,  applicable  to the  Directors  of the  Company,  is
incorporated  herein by reference to the information set forth under the caption
"Election  of  Directors"  in the Proxy  Statement  for the  Annual  Meeting  of
Shareholders  to be filed with the  Commission  not later  than April 29,  2000.
Information concerning executive officers is included in Part I, Item 4A of this
Form 10-K.

The response to Item 10, applicable to Section 16(a) of the Securities  Exchange
Act of 1934, as amended,  is incorporated herein by reference to the information
set forth  under the  caption  "Section  16(a)  Beneficial  Ownership  Reporting
Compliance" in the Proxy  Statement for the Annual Meeting of Shareholders to be
filed with the Commission not later than April 29, 2000.

Item 11.   Executive Compensation.

The response to Item 11 is  incorporated  herein by reference to the information
set forth under the caption "Executive  Compensation" in the Proxy Statement for
the Annual  Meeting of  Shareholders  to be filed with the  Commission not later
than April 30, 2000.

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

The response to Item 12 is  incorporated  herein by reference to the information
set forth under the captions  "Ownership of Principal  Shareholders  and Certain
Executive  Officers" and "Election of Directors" in the Proxy  Statement for the
Annual  Meeting of  Shareholders  to be filed with the Commission not later than
April 29, 2000.

Item 13.   Certain Relationships and Related Transactions.

The response to Item 13 is  incorporated  herein by reference to the information
set forth under the caption "Executive  Compensation" in the Proxy Statement for
the Annual  Meeting of  Stockholders  to be filed with the  Commission not later
than April 29, 2000.

                                       31

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following are filed as part of this report:

     (a) 1. Financial Statements

            The  report  of  independent  auditors  and  consolidated  financial
            statements   included   on  pages  22   through  35  of  the  annual
            shareholders  report  for the  year  ended  December  31,  1999  are
            incorporated  herein by  reference  and the  report  of  independent
            auditors for each of the two years in the period ended  December 31,
            1998 is set forth below.


                         Report of Independent Auditors

The Board of Directors and Shareholders
CryoLife, Inc.

We have audited the accompanying consolidated balance sheet of CryoLife, Inc. as
of  December  31,  1998,  and the  related  consolidated  statements  of income,
shareholders'  equity,  and cash  flows for each of the two years in the  period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
CryoLife,  Inc.  at  December  31,  1998,  and the  consolidated  results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 1998 in conformity with accounting principles generally accepted in
the United States.

/s/ Ernst & Young LLP

Atlanta, Georgia
February 2, 1999




         2.   Financial Statement Schedule

     Independent Auditors' Report on Schedule

     Schedule II-Valuation and Qualifying Accounts

All other  financial  statement  schedules not listed above are omitted,  as the
required  information is not  applicable or the  information is presented in the
consolidated financial statements or related notes.

                                       32


         3. A.   Exhibits

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit
Number      Description
- - -----       -------------
2.1         Asset   Purchase    Agreement   among   the   Company   and   United
            Cryopreservation  Foundation,  Inc., United  Transplant  Foundation,
            Inc.  and QV,  Inc.  dated  September  11,  1996.  (Incorporated  by
            reference  to Exhibit 2.2 to the  Registrant's  Quarterly  Report on
            Form 10-Q for the quarter ended September 30, 1996.)

2.2         Agreement  and Plan of Merger  dated as of March 5, 1997 among Ideas
            for Medicine,  Inc., J. Crayton  Pruitt,  Sr., M.D.,  Thomas Benham,
            Thomas  Alexandris,  Tom Judge,  Natalie Judge,  Helen  Wallace,  J.
            Crayton Pruitt,  Jr., M.D., and Johanna Pruitt,  and CryoLife,  Inc.
            and CryoLife Acquisition Corporation.  (Incorporated by reference to
            Exhibit 2.1 to the Registrant's  Current Report on Form 8-K filed on
            March 19, 1997.)

2.3         Asset Purchase  Agreement by and between Horizon  Medical  Products,
            Inc.  and  Ideas  for  Medicine,  Inc.  dated  September  30,  1998.
            (Incorporated by reference to Exhibit 2 to Horizon Medical Products,
            Inc.'s  Current  Report on Form  8K-filed  with the  Securities  and
            Exchange Commission on October 14, 1998.)

3.1         Restated Certificate of Incorporation of the Company.

3.2         ByLaws of the  Company,  as amended.  (Incorporated  by reference to
            Exhibit 3.2 to the  Registrant's  Annual Report on Form 10-K for the
            fiscal year ended December 31, 1995.)

4.1         Form of Certificate for the Company's Common Stock. (Incorporated by
            reference to Exhibit 4.1 to the Registrant's  Registration Statement
            on Form S-1 (No. 33-56388).)

4.2         Form of Certificate for the Company's Common Stock. (Incorporated by
            reference to Exhibit 4.2 to the  Registrant's  Annual Report on Form
            10-K for the fiscal year ended December 31, 1997.)

                                       33


Exhibit
Number      Description
- - ------      ---------------
10.1        Lease,  by and between New Market  Partners III,  Laing  Properties,
            Inc.,  General  Partner,  as Landlord,  and the Company,  as Tenant,
            dated February 13, 1986, as amended by that  Amendment to Lease,  by
            and between  the  parties,  dated April 7, 1986,  as amended by that
            Amendment to Lease, by and between the parties,  dated May 15, 1987,
            as amended by that  Second  Amendment  to Lease,  by and between the
            parties,  dated June 22, 1988, as amended by that Third Amendment to
            Lease,  by and between the parties,  dated April 4, 1989, as amended
            by that Fourth Amendment to Lease, by and between the parties, dated
            April 4, 1989 as amended by that Fifth  Amendment  to Lease,  by and
            between the  parties,  dated  October  15,  1990.  (Incorporated  by
            reference to Exhibit 10.1 to the Registrant's Registration Statement
            on Form S-1 (No. 33-56388).)

10.1(a)     Seventh  Amendment to Lease dated  February 13, 1986, by and between
            New Market Partners III, Laing Properties, Inc., General Partner, as
            Landlord,   and  the  Company  as  tenant,   dated  May  15,   1996.
            (Incorporated  by reference to Exhibit  10.1(a) to the  Registrant's
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
            1996.)

10.2        Lease by and between Newmarket  Partners I, Laing  Properties,  Inc.
            and Laing Management Company,  General Partner, as Landlord, and the
            Company as Tenant,  dated July 23, 1993.  (Incorporated by reference
            to Exhibit 10.2 to the  Registrant's  Annual Report on Form 10-K for
            the fiscal year ended December 31, 1993.)

10.3        1993  Employee  Stock  Incentive  Plan  adopted  on  July  6,  1993.
            (Incorporated  by  reference  to  Exhibit  10.3 to the  Registrant's
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
            1993.)

10.4        1989 Incentive  Stock Option Plan for the Company,  adopted on March
            23,  1989.  (Incorporated  by  reference  to  Exhibit  10.2  to  the
            Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.5        Incentive   Stock   Option   Plan,   dated  as  of  April  5,  1984.
            (Incorporated  by  reference  to  Exhibit  10.3 to the  Registrant's
            Registration Statement on Form S-1 (No. 33-56388).)

10.6        Form of Stock Option  Agreement and Grant under the Incentive  Stock
            Option  and  Employee  Stock  Incentive   Plans.   (Incorporated  by
            reference to Exhibit 10.4 to the Registrant's Registration Statement
            on Form S-1 (No. 33-56388).)

10.7        CryoLife,  Inc.  Profit  Sharing 401(k) Plan, as adopted on December
            17,  1991.  (Incorporated  by  reference  to  Exhibit  10.5  to  the
            Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.8        Form of Supplemental Retirement Plan, by and between the Company and
            its Officers -- Parties to Supplemental  Retirement Plans: Steven G.
            Anderson,  David M.  Fronk,  Gerald B.  Seery,  James C. Vander Wyk,
            Albert  E.  Heacox,  Kirby  S.  Black,  and  Edwin B.  Cordell,  Jr.
            (Incorporated  by  reference  to  Exhibit  10.6 to the  Registrant's
            Registration Statement on Form S-1 (No. 33-56388).)

10.9(a)     Employment  Agreement,  by and  between  the  Company  and Steven G.
            Anderson.  (Incorporated  by  reference  to  Exhibit  10.9(a) to the
            Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
            December 31, 1998.)
                                       34


Exhibit
Number      Description
- - -------     -------------
10.9(b)     Employment  Agreement,  by and  between  the  Company  and Albert E.
            Heacox.  (Incorporated  by  reference  to  Exhibit  10.7(c)  to  the
            Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.9(c)     Employment  Agreement,  by and  between  the  Company  and  Edwin B.
            Cordell,  Jr.  (Incorporated  by reference to Exhibit 10.9(f) to the
            Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
            December 31, 1994.)

10.9(d)     Employment  Agreement,  by and  between  the  Company  and Gerald B.
            Seery.   (Incorporated  by  reference  to  Exhibit  10.9(e)  to  the
            Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
            December 31, 1995.)

10.9(e)     Employment Agreement, by and between the Company and James C. Vander
            Wyk,  Ph.D.  (Incorporated  by reference  to Exhibit  10.9(f) to the
            Registrant's  Annual  Report on Form 10-K for the fiscal  year ended
            December 31, 1995.)

10.9(f)     Employment Agreement, by and between the Company and Kirby S. Black,
            Ph.D.   (Incorporated   by  reference  to  Exhibit  10.9(g)  to  the
            Registrant's  Annual Report on Form 10-K/A for the fiscal year ended
            December 31, 1996.)

10.9(g)     Employment Agreement, by and between the Company and David M. Fronk.
            (Incorporated  by reference to Exhibit  10.9(g) to the  Registrant's
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
            1998.)

10.10       Form of Secrecy and Noncompete Agreement, by and between the Company
            and its Officers.  (Incorporated by reference to Exhibit 10.9 to the
            Registrant's Registration Statement on Form S-1 (No. 33-56388).)

10.11*      Terms of Agreement  Between  Bruce J. Van Dyne,  M.D. and  CryoLife,
            Inc. dated November 1, 1999.

10.12       Technology  Acquisition  Agreement  between the Company and Nicholas
            Kowanko, Ph.D., dated March 14, 1996.  (Incorporated by reference to
            Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1995.)

10.13       Option  Agreement,  by and between the Company and Duke  University,
            dated July 9, 1990, as amended by that Option  Agreement  Extension,
            by and between the  parties,  dated July 9, 1991.  (Incorporated  by
            reference  to  Exhibit  10.20  to  the   Registrant's   Registration
            Statement on Form S-1 (No. 33-56388).)

10.14       Research and License Agreement by and between Medical  University of
            South  Carolina and CryoLife  dated November 15, 1985, as amended by
            Amendment to the Research and License  Agreement  dated February 25,
            1986 by and between  the  parties  and an  Addendum to Research  and
            License  Agreement by and between the parties,  dated March 4, 1986.
            (Incorporated  by  reference  to Exhibit  10.23 to the  Registrant's
            Registration Statement on Form S-1 (No. 33-56388).)

                                       35


Exhibit
Number      Description
- - ------      --------------
10.15       CryoLife, Inc. Non-Employee Directors Stock Option Plan, as amended.
            (Incorporated  by  reference  to  Appendix  2  to  the  Registrant's
            Definitive  Proxy  Statement  filed with the Securities and Exchange
            Commission on April 17, 1998.)

10.16       Lease  Agreement  between the  Company  and Amli Land  Development-I
            Limited  Partnership,   dated  April  18,  1995.   (Incorporated  by
            reference to Exhibit 10.26 to the Registrant's Annual Report on Form
            10-K for the fiscal year ended December 31, 1995.)

10.16(a)*   First Amendment to Lease Agreement Agreement,  dated April 18, 1995,
            between the Company and Amli Land Development-I  Limited Partnership
            dated August 6, 1999.

10.17       Funding  Agreement  between the Company and Amli Land  Development-I
            Limited Partnership dated April 18, 1995. (Incorporated by reference
            to Exhibit 10.28 to the Registrant's  Annual Report on Form 10-K for
            the fiscal year ended December 31, 1995.)

10.18       CryoLife,   Inc.  Employee  Stock  Purchase  Plan  (Incorporated  by
            reference  to  Exhibit  "A" of  the  Registrant's  Definitive  Proxy
            Statement filed with the Securities and Exchange Commission on April
            10, 1996.)

10.19       Noncompetition    Agreement   between   the   Company   and   United
            Cryopreservation   Foundation,   Inc.   dated   September   11,1996.
            (Incorporated  by  reference  to  Exhibit  10.1 to the  Registrant's
            Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
            1996.)

10.2        Noncompetition  Agreement  between the  Company  and QV, Inc.  dated
            September  11, 1996.  (Incorporated  by reference to Exhibit 10.3 to
            the Registrant's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1996.)

10.21       RevolvingTerm  Loan  Facility  between the  Company and  NationsBank
            N.A.,  dated August 30, 1996.  (Incorporated by reference to Exhibit
            10.4 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
            quarter ended September 30, 1996.)

10.22       Technology  License Agreement between the Company and Colorado State
            University Research  Foundation dated March 28, 1996.  (Incorporated
            by reference to Exhibit 10.1 to the Registrant's Quarterly Report on
            Form 10-Q for the quarter ended March 31, 1996.)

10.23       Noncompetition  Agreement  between the Company and United Transplant
            Foundation,   Inc.  dated  September  11,  1996.   (Incorporated  by
            reference to Exhibit 10.2 to the  Registrant's  Quarterly  Report on
            Form 10-Q for the quarter ended September 30, 1996.)

10.24(a)*   Third Amended and Restated Loan Agreement between CryoLife,  Inc, as
            Borrower and NationsBank, N.A., as Lender, dated August 30, 1996.

10.24(b)    First Amendment of Third Amended and Restated Loan Agreement between
            CryoLife,  Inc.,  as Borrower  and  NationsBank,  N.A.  (South),  as
            Lender, dated April 14, 1997.  (Incorporated by reference to Exhibit
            10.1 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
            quarter ended June 30, 1997.)

10.24(c)    Second  Modification  of Third Amended and Restated  Loan  Agreement
            dated   December  16,  1997  by  and  between  the   Registrant  and
            NationsBank,  N.A. .  (Incorporated by reference to Exhibit 10.32(b)
            to the  Registrant's  Annual Report on Form 10-K for the fiscal year
            ended December 31, 1997.)

                                       36


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

10.24(d)*   Third  Modification  of Third  Amended and Restated  Loan  Agreement
            dated June 12, 1998 by and between the Registrant  and  NationsBank,
            N.A.

10.24(e)*   Fourth  Modification  of Third Amended and Restated  Loan  Agreement
            dated  December  16,  1997 by and  between  the  Company and Bank of
            America,  N.A.  and  First  Modification  of  Revolving  Note  dated
            December 31, 1999.

10.25       Reserved.

10.26       CryoLife,  Inc. 1998  Long-Term  Incentive  Plan.  (Incorporated  by
            reference  to  Appendix  2  to  the  Registrant's  Definitive  Proxy
            Statement filed with the Securities and Exchange Commission on April
            17, 1998.)

10.27       Consulting   Agreement   dated  March  5,  1997   between   CryoLife
            Acquisition   Corporation   and  J.  Crayton   Pruitt,   Sr.,   M.D.
            (Incorporated  by  reference  to  Exhibit  10.2 to the  Registrant's
            Quarterly Report on Form 10-Q for the quarter ended March 31, 1997.)

10.28       Subordinated  Convertible  Debenture dated March 5, 1997 between the
            Company and J. Crayton Pruitt, Sr., M.D.  (Incorporated by reference
            to Exhibit 10.3 to the  Registrant's  Quarterly  Report on Form 10-Q
            for the quarter ended March 31, 1997.)

10.29       Lease  Agreement  dated  March 5, 1997  between  the  Company and J.
            Crayton Pruitt, Sr., M.D. (Incorporated by reference to Exhibit 10.4
            to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
            ended March 31, 1997.)

10.30       Lease  Guaranty dated March 5, 1997 between J. Crayton Pruitt Family
            Trust  U/T/A  and   CryoLife,   Inc.,   as  Guarantor  for  CryoLife
            Acquisition Corporation.  (Incorporated by reference to Exhibit 10.5
            to the  Registrant's  Quarterly  Report on Form 10-Q for the quarter
            ended March 31, 1997.)

10.3        Form of  Non-Competition  Agreement  dated March 5, 1997 between the
            Company and J. Crayton  Pruitt,  Sr., M.D.,  Thomas  Benham,  Thomas
            Alexandris,  Tom Judge,  Natalie Judge,  Helen  Wallace,  J. Crayton
            Pruitt, Jr., M.D., and Johanna Pruitt. (Incorporated by reference to
            Exhibit 10.6 to the  Registrant's  Quarterly Report on Form 10-Q for
            the quarter ended March 31, 1997.)

10.32*      Standard Form of Agreements  Between Owner and Design/Builder by and
            between  the  Company  and  Choate  Design and Build  Company  dated
            January 19, 2000.

13.1*       Portions of the  Registrant's  Annual Report to Shareholders for the
            year ended  December  31, 1999 which are  incorporated  by reference
            herein.

21.1*       Subsidiaries of CryoLife, Inc.

23.1*       Consent of Arthur Andersen LLP

23.2*       Consent of Ernst & Young LLP

27.1*       Financial Data Schedule

________________________________
*   Filed herewith.

                                       37


     3.B. Executive Compensation Plans and Arrangements.

1.   1993 Employee Stock  Incentive Plan adopted on July 6, 1993.  (Exhibit 10.2
     to the  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
     December 31, 1994.)

2.   1989 Incentive Stock Option Plan for the Company, adopted on March 23, 1989
     (Exhibit 10.2 to the Registrant's  Registration  Statement on Form S-1 (No.
     33-56388).)

3.   Incentive Stock Option Plan, dated as of April 5, 1984 (Exhibit 10.3 to the
     Registrant's Registration Statement on Form S-1 (No. 33-56388).)

4.   Form of Stock Option  Agreement and Grant under the Incentive  Stock Option
     and  Employee  Stock  Incentive  Plans  (Exhibit  10.4 to the  Registrant's
     Registration Statement on Form S-1 (No. 33-56388).)

5.   CryoLife,  Inc. Profit Sharing 401(k) Plan, as adopted on December 17, 1991
     (Exhibit 10.5 to the Registrant's  Registration  Statement on Form S-1 (No.
     33-56388).)

6.   Form of  Supplemental  Retirement  Plan, by and between the Company and its
     Officers -- Parties to Supplemental  Retirement Plans:  Steven G. Anderson,
     Robert T. McNally,  Gerald B. Seery, James C. Vander Wyk, Albert E. Heacox,
     Kirby S. Black and Edwin B. Cordell,  Jr. (Exhibit 10.6 to the Registrant's
     Registration Statement on Form S-1 (No. 33-56388).)

7.   Employment  Agreement,  by and between the Company and Steven G.  Anderson.
     (Incorporated  by reference to Exhibit 10.9(a) to the  Registrant's  Annual
     Report on Form 10-K for the year ended December 31, 1998.)

8.   Employment  Agreement,  by and  between  the  Company  and David M.  Fronk.
     (Incorporated  by reference to Exhibit 10.9(g) to the  Registrant's  Annual
     Report on Form 10-K for the year ended December 31, 1998.)

9.   Employment  Agreement,  by and between  the  Company and Albert E.  Heacox.
     (Exhibit  10.7(c) to the  Registrant's  Registration  Statement on Form S-1
     (No. 33-56388).)

10.  Employment  Agreement,  by and  between  the  Company  and Gerald B. Seery.
     (Incorporated  by reference to Exhibit 10.9(e) to the  Registrant's  Annual
     Report on Form 10-K for the year ended December 31, 1995.)

11.  Employment  Agreement,  by and between the Company and James C. Vander Wyk,
     Ph.D.  (Incorporated  by reference to Exhibit  10.9(f) to the  Registrant's
     Annual Report on Form 10-K for the year ended December 31, 1995.)

12.  Employment Agreement,  by and between the Company and Edwin B. Cordell, Jr.
     (Incorporated  by reference to Exhibit 10.9(f) to the  Registrant's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 1994.)

13.  CryoLife,  Inc.  Non-Employee  Directors  Stock  Option  Plan,  as amended.
     (Incorporated by reference to Exhibit 10.15 to this form 10-K.)

14.  CryoLife, Inc. Employee Stock Purchase Plan.  (Incorporated by reference to
     Exhibit "A" of the  Registrant's  Definitive Proxy Statement filed with the
     Securities and Exchange Commission on April 10, 1996.)

15.  Employment  Agreement  by and  between  the  Company  and  Kirby  S.  Black
     (Incorporated  by reference to Exhibit 10.9(g) to the  Registrant's  Annual
     Report on Form 10-K/A for the fiscal year ended December 31, 1996.)

16.  CryoLife,  Inc. 1998 Long-Term  Incentive Plan. (Exhibit 10.34 to this Form
     10-K).

17.  Terms of Agreement Between Bruce J. Van Dyne, M.D. and CryoLife, Inc. dated
     November 1, 1999.

                                       38


          (b) Reports on Form 8-K

1.   The  Registrant  filed a  Current  Report on Form 8-K with  respect  to the
     change  in its  Independent  Auditors  with  the  Securities  and  Exchange
     Commission on June 4, 1999.

2. The Registrant filed a Current Report on Form 8-K/A with respect to the
     change  in its  Independent  Auditors  with  the  Securities  and  Exchange
     Commission on June 9, 1999.


                                       39


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                  CRYOLIFE, INC.

March 27, 2000
                                  By  /s/   Steven G. Anderson
                                      -----------------------------------------
                                      Steven G. Anderson,
                                      President, Chief Executive
                                        Officer and Chairman of
                                        the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


                                                                               



   Signature                                 Title                                    Date
  -------------                            ----------                                -------
/s/ Steven G. Anderson               President, Chief Executive Officer              March 27, 2000
- - -----------------------              and Chairman of the Board of Directors
Steven G. Anderson                   (Principal Executive Officer)


/s/ Edwin B. Cordell, Jr.             Vice President and Chief Financial             March 27, 2000
- - ------------------------              Officer (Principal Financial and
Edwin B. Cordell, Jr.                 Accounting Officer)


/s/ Ronald D. McCall                  Director                                       March 27, 2000
- - ------------------------
Ronald D. McCall


/s/ Benjamin H. GRAY                  Director                                       March 27, 2000
- - ------------------------
Benjamin H. Gray


/s/ Virginia C. Lacy                  Director                                       March 27, 2000
- - ------------------------
Virginia C. Lacy


/s/ Ronald Charles Elkins, M.D.       Director                                       March 27, 2000
- - --------------------------------
Ronald Charles Elkins, M.D.

/s/ Bruce j. Van dyne, M.D.           Director                                       March 27, 2000
- - --------------------------------
Bruce J. Van Dyne, M.D.

/s/ John M. Cook                      Director                                       March 27, 2000
- - --------------------------
John M. Cook

/s/ Alexander C. Schwartz, jr.        Director                                       March 27, 2000
- - ------------------------
Alexander C. Schwartz, Jr.



                                       40


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To CryoLife, Inc.

We have audited, in accordance with auditing standards generally accepted in the
United  States,  the  consolidated  financial  statements  included in CryoLife,
Inc.'s 1999 annual report to stockholders and this Form 10-K and have issued our
report  thereon  dated  February 7, 2000.  Our audit was made for the purpose of
forming an opinion on those financial  statements taken as a whole. The schedule
listed in Item 14(a) of this Form 10-K is the  responsibility  of the  Company's
management,  is  presented  for purposes of complying  with the  Securities  and
Exchange  Commission's rules, and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic  financial  statements  and, in our opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.


ARTHUR ANDERSEN, LLP



Atlanta, Georgia
February 7, 2000




                                      S-1


1216257v1



1217270v3
                                   SCHEDULE II
                         CRYOLIFE, INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS

                  Years ended December 31, 1999, 1998, and 1997


                                                                                   

                                                  Balance beginning                            Balance end of
                 Description                      of period           Additions Deductions     period
- - ---------------------------------------------     -----------------   --------- ----------     ---------------
Year ended December 31, 1999
   Allowance for doubtful accounts...........     $  256,000          $521,000  $249,000       $528,000
   Deferred preservation costs...............         53,000           235,000   137,000        151,000

Year ended December 31, 1998
   Allowance for doubtful accounts...........     $  103,000          $171,000  $ 18,000       $256,000
   Deferred preservation costs...............        152,000                --    99,000         53,000

Year ended December 31, 1997
   Allowance for doubtful accounts...........     $   94,000          $ 46,000  $ 37,000       $103,000
   Deferred preservation costs...............        278,000                --   126,000        152,000

                                      S-2