EXHIBIT 10.2

                               PROMISSORY NOTE

                                Atlanta, Georgia
                               As of July 30, 2002

     For value received,  CRYOLIFE,  INC., a corporation  organized and existing
under the laws of the State of Florida (the "Borrower"),  promises to pay to the
order of BANK OF AMERICA,  N.A.  (together with any holder hereof,  the "Bank"),
the principal sum of TEN MILLION AND NO/100  DOLLARS  ($10,000,000.00),  or such
lesser amount as shall equal the unpaid principal amount of the Loan advanced by
the Bank to the Borrower  pursuant to the Loan Agreement  referred to below,  on
the  dates and in the  amounts  provided  in the Loan  Agreement.  The  Borrower
promises  to pay  interest  on the unpaid  principal  amount of this Note on the
dates and at the rate or rates provided for in the Loan  Agreement.  Interest on
any overdue  principal of and, to the extent  permitted by law, overdue interest
on the  principal  amount  hereof shall bear  interest at the Default  Rate,  as
provided for in the Loan Agreement.  All such payments of principal and interest
shall  be made in  lawful  money  of the  United  States  in  Federal  or  other
immediately  available funds at the office of Bank of America,  N.A., Commercial
Loan Service Center, P.O. Box 45247,  Jacksonville,  Florida 32256-0771, or such
other  address  as may be  specified  from  time to time  pursuant  to the  Loan
Agreement.

     All loans and advances made by the Bank,  the maturity date  therefor,  the
interest rate from time to time  applicable  thereto,  and all repayments of the
principal  thereof  shall be recorded by the Bank and,  such records of the Bank
shall be deemed  conclusive  as to the  information  contained  absent  manifest
error, subject to the rights of Borrower under the Loan Agreement; provided that
the failure of the Bank to make any such  recordation or  endorsement  shall not
affect the  Obligations  (as  defined  in the Loan  Agreement)  of the  Borrower
hereunder or under the Loan Agreement.

     This Note evidences the Line of Credit referred to in the Construction Loan
and Permanent Financing Agreement dated as of April 25, 2000, as amended, by and
between the Borrower and the Bank (as the same may be amended and modified  from
time to time,  the "Loan  Agreement").  Terms defined in the Loan  Agreement are
used herein with the same meanings.  Reference is made to the Loan Agreement for
provisions for the optional and mandatory  prepayment  and the repayment  hereof
and the acceleration of the maturity hereof.

     This is a revolving credit note.  Borrower may borrow,  repay and reborrow,
and Lender may advance and readvance under this Note  respectively  from time to
time,  so long as the total  indebtedness  outstanding  at any one time does not
exceed the face  principal  amount  hereof.  Lender's  obligation  to advance or
readvance  under this Note shall be  suspended  if a Default or Event of Default
exists.






     IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly
under seal, by its duly  authorized  officers as of the day and year first above
written.

                               CRYOLIFE, INC., a Florida corporation


                               By:      /s/ D.A. Lee
                                  --------------------------------------------
                                     David Ashley Lee
                                     Vice President and Chief Financial Officer

                                        [CORPORATE SEAL]














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