Exhibit 10.35

                               TERMS OF AGREEMENT
                                     BETWEEN
                    RONALD C. ELKINS, M.D. AND CRYOLIFE, INC.


EFFECTIVE DATE:
          January 2, 2001 - December 31, 2003 with option to renew.

FOCUS OF SERVICES:
          Ronald C. Elkins, M.D. agrees to provide twelve consulting days per 12
          month Period. Consulting Services will address:

          o    the  clinical  use of BioGlue in cardiac  and  vascular  surgery,
               either in open surgery or minimally invasive surgery.

          o    the development of catheter(s) and related products to facilitate
               the use of BioGlue in these clinical applications.

          o    the  presentation of clinical  information at surgical  meetings,
               educational  symposia  and  other  surgical  congresses  for  the
               purpose of surgeon education and training.

          o    the  clinical  use of  SynerGraft  heart  valves,  O'Brien  heart
               valves, CryoGraft-SG and CryoValve-SG.

COMPENSATION:

          o    Annual consulting fee of $100,000.00 paid monthly.

          o    Royalty of 5% on net sales of products which are invented  solely
               by you and which  receive a patent  and which are  developed  and
               marketed as a result of this relationship.  If these products are
               invented in  conjunction  with another  party,  a royalty of 2.5%
               will  be paid on net  sales.

          o    Royalty of 3% on net sales of products which are invented  solely
               by you which do not receive a patent, but which are developed and
               marketed as a result of this relationship.  If these products are
               invented in  conjunction  with another  party,  a royalty of 1.5%
               will be paid on net sales.

     Payment of all travel and related  expenses  incurred  under this Agreement
and in compliance with corporate travel and expense guidelines and policies.

The undersigned  agree to the terms of this Agreement  between Ronald C. Elkins,
M.D. and CryoLife, Inc.



/s/ Steven G. Anderson  Date: 11-1-00       /s/ Ronald C. Elkins Date:  11-7-00
Steven G. Anderson                          Ronald C. Elkins, M.D.
President and CEO-CryoLife, Inc.


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