EXHIBIT 10.1

                            NONCOMPETITION AGREEMENT

                        
         This  NONCOMPETITION  AGREEMENT (the  "Agreement") is entered into this
11th day of September, 1996, by and between United Cryopreservation  Foundation,
Inc., a non-profit Illinois corporation ("UCFI"), and CryoLife,  Inc., a Florida
corporation ("CryoLife").

                              W I T N E S S E T H:

         WHEREAS,  pursuant  to  that  certain  Asset  Purchase  Agreement  (the
"Purchase  Agreement") dated as of September 11, 1996, by and among CryoLife and
UCFI, CryoLife has agreed to purchase and UCFI has agreed to sell, substantially
all of the assets of UCFI;

         WHEREAS, United Transplant Foundation, Inc. ("UTF") and QV, Inc. ("QV")
are the sole members of UCFI;

         WHEREAS,  in order to induce  CryoLife to enter into and consummate the
Purchase  Agreement,  UCFI,  UTF,  and QV have each  agreed  to  accept  certain
restrictions as set forth herein and in those certain Non-Competition Agreements
of even date herewith between CryoLife and UTF and between CryoLife and QV.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties herein contained, and other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

         1.  DEFINITIONS.   The  following   definitions  shall  apply  to  this
Agreement:

             (a)  "Company   Business"   means  the   business  of   processing,
preserving,  and/or distributing cryopreserved heart valves, saphenous veins, or
femoral veins for implantation in humans. Company Business shall not include any
other  business  activities,  including,  without  limitation,  the  processing,
procuring  and/or  distributing  of bone  or any  tissue  or  organ  other  than
cryopreserved  heart valves,  saphenous veins, or femoral veins for implantation
in humans.

             (b) "Competing Business" means any person,  concern, or entity that
is engaged  in or  conducts a  business  substantially  the same as the  Company
Business.

             (c)  "Territory"  means Arizona,  Arkansas,  California,  Colorado,
Illinois,  Indiana,  Kentucky,  Louisiana,  Missouri,  New York, North Carolina,
Pennsylvania,   Tennessee,   Texas,  and  Virginia,  which  the  parties  hereby
acknowledge  to be the  geographic  area in  which  UCFI  conducts  the  Company
Business on the date of this Agreement.


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             (d) "Trade Secrets" means  information  including,  but not limited
to, technical and nontechnical data, formulas, patterns, compilations, programs,
devices, methods,  techniques,  drawings,  processes,  financial data, financial
plans, product plans, pricing information,  marketing information,  and lists of
actual or potential  customers or suppliers  which (1) derives  economic  value,
actual or potential,  from not being generally known to or readily ascertainable
by  proper  means  by other  persons  who can  obtain  economic  value  from its
disclosure or use; and (2) is the subject of efforts that are  reasonable  under
the circumstances to maintain its secrecy.

         2. COVENANTS OF THE SELLER.  UCFI  acknowledges  that, by virtue of the
special knowledge of the affairs, business, customers, suppliers and vendors and
the  operations  of the Company  Business that UCFI has,  CryoLife  would suffer
substantial  damage  if UCFI  breaches  or  violates  any of the  covenants  and
agreements  set  forth in this  Section  2.  Therefore,  UCFI has  agreed to the
following covenants and agreements:

             (a) UCFI  covenants  that it shall not,  for a period of five years
from and  after the date  hereof  (the  "Noncompetition  Period"),  directly  or
indirectly,  in the  Territory,  for its own  account  or as an owner,  partner,
member, stockholder, joint venturer, investor, lender, or in any other capacity,
own,  engage in,  conduct,  manage,  operate  or  participate  in any  Competing
Business.

             (b) During the  Noncompetition  Period,  UCFI  covenants and agrees
that it will not, directly or indirectly, on its own behalf or in the service or
on behalf of others,  solicit, divert or appropriate to a Competing Business, or
attempt to solicit,  divert or appropriate to or for any Competing Business, any
persons and/or  entities who were customers of UCFI in the Territory on the date
immediately preceding the date of this Agreement, or any person and/or entity in
the Territory to whom UCFI has sold or provided any products or services  during
the 12 month period immediately preceding the date of this Agreement.

             (c) During the  Noncompetition  Period,  UCFI  covenants and agrees
that it will not, directly or indirectly, on its own behalf or in the service or
on behalf of others,  hire or attempt to hire any  employee of  CryoLife,  or to
cause any such  employee  to leave his or her  employment,  in order to  perform
services in the Territory for a Competing Business.

         3. SEVERABILITY.  Each provision of this Agreement is severable, and if
any one of such  provisions  shall be reformed or declared  unenforceable,  such
reformation or declaration  shall not affect the  enforceability  or validity of
any other  provision  thereof.  Each  provision  thereof shall be enforceable by
CryoLife or any  successor  thereof  against UCFI  notwithstanding  any claim or
cause of action asserted by UCFI against CryoLife or any successor thereof.  The
existence  of any  claim,  demand,  action,  or cause of action of UCFI  against
CryoLife shall not constitute a defense to the enforcement by CryoLife of any of
the covenants contained herein.



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         4.   REFORMATION  BY  COURT.  In  the  event  any  court  of  competent
jurisdiction  should  determine  that  any of the  terms of this  Agreement  are
unreasonable  or  unenforceable  in  scope,  UCFI and  CryoLife  consent  to the
exercise  by such court of its  equitable  jurisdiction  to reform such terms in
accordance with applicable law.

         5.  REMEDIES.  UCFI agrees that if it breaches  any  provision  of this
Agreement,  the damage to CryoLife  would be difficult to  ascertain,  and money
damages would not afford CryoLife an adequate remedy.  Therefore,  if UCFI is in
breach of this Agreement, the parties hereto agree that CryoLife is entitled, in
addition  to any and all rights and  remedies  as would be  provided  by law, to
specific  performance,  injunctive,  and other  equitable  relief to  prevent or
restrain a breach of this  Agreement.  In addition,  the parties agree that this
Agreement  constitutes  an Asset Purchase  Transaction  Document as such term is
defined in the Purchase  Agreement.  The rights of CryoLife under this Agreement
shall survive the  expiration of the  Noncompetition  Period and are in addition
to, and not in lieu of, any and all rights CryoLife may have at law or in equity
to protect  its  business  interests.  UCFI  agrees to be liable for any and all
costs and expenses,  including attorneys fees, resulting from the breach by UCFI
of any provision of this Agreement.

         6.  CONFIDENTIAL  INFORMATION.  UCFI  covenants  and  agrees  that  all
confidential and proprietary  information  developed,  utilized,  or received by
UCFI  relating to the  operation  of the  Company  Business by UCFI prior to the
Closing of the Purchase  Agreement,  including,  without  limitation,  all Trade
Secrets and all  information  which has been  disclosed to UCFI by a third party
and  which  UCFI  has  treated  as  confidential  (collectively,   "Confidential
Information"),  and all physical  embodiments  thereof,  has been transferred to
CryoLife  pursuant to the Purchase  Agreement.  UCFI will hold such Confidential
Information  in trust and  strictest  confidence,  and will not use,  reproduce,
distribute,  disclose or otherwise disseminate the Confidential Information. The
confidentiality  requirements and use  restrictions  contained in this Section 6
shall survive any  termination  of this Agreement but shall not apply (i) to any
Confidential  Information  that falls into the public domain through no fault of
UCFI or (ii) to any Confidential  Information which is not a Trade Secret when a
period of five years has expired following the execution of this Agreement.

         All records, notes, files, memoranda,  reports,  marketing information,
price lists, supplier lists and information,  documents, and all copies and like
items  relating to the Trade  Secrets which shall be disclosed to or which shall
come into the  possession of UCFI during or prior to the  Noncompetition  Period
shall be the sole and exclusive  property of CryoLife.  UCFI agrees that, at any
time upon request,  it will  promptly  deliver to CryoLife the originals and all
copies of any of the foregoing that are in its possession, custody or control.

         7. AMENDMENTS.  No amendment or modification of this Agreement shall be
valid or binding  upon  CryoLife  unless  made in  writing  and signed by a duly
authorized officer of CryoLife,  or upon UCFI, unless made in writing and signed
by UCFI.



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         8. ASSIGNMENT.  This Agreement may not be assigned by any party without
the prior written consent of the other party hereto,  provided that CryoLife may
assign  this  Agreement  in whole or in part to one or more  affiliates  thereof
without the consent of UCFI.

         9.       NOTICES.

                  (a) Any and all  notices or other  communications  required or
permitted to be given under any of the provisions of this Agreement  shall be in
writing  and  shall be  deemed  to have  been  duly  given  when (i)  personally
delivered or sent by a recognized  overnight  delivery  service which guarantees
next  day  delivery  ("Overnight  Delivery"),   (ii)  transmitted  by  facsimile
transmission  (with a copy sent first class registered or certified mail, return
receipt requested and postage prepaid or by Overnight Delivery), or (iii) mailed
by first class registered or certified mail, return receipt  requested,  postage
prepaid,  transmitted  or  addressed to the parties at the  addresses  set forth
below:

                  If to UCFI:              QV, Inc.
                                           322 South Green Street
                                           Suite 500
                                           Chicago, Illinois 60607
                                           Attention:  President
                                           Telefax: (312) 697-8477

                  with a copy to:          Katten Muchin & Zavis
                                           525 West Monroe Street
                                           Suite 1600
                                           Chicago, Illinois 60661
                                           Attention:  Mr. Steven R. Olsen
                                           Telefax: (312) 902-1061

                  If to CryoLife:          Mr. Steven G. Anderson
                                           Chairman of the Board, Chief 
                                           Executive Officer and President
                                           CryoLife, Inc.
                                           2211 New Market Parkway, Suite 142
                                           Marietta, Georgia 30067
                                           Telefax:  (770) 850-0762

                  with a copy to:          Arnall Golden & Gregory
                                           2800 One Atlantic Center
                                           1201 West Peachtree Street
                                           Atlanta, Georgia  30309-3400
                                           Attention:  Ms. M. Nan King
                                           Telefax:  (404) 873-8775



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             (b)  All  notices  shall  be  deemed  received  (i)  if  personally
delivered or transmitted by facsimile,  on the business day when so delivered or
transmitted or if not transmitted at a time which concludes  during the business
day of the  recipient,  on the next  succeeding  business  day,  (ii) if sent by
Overnight  Delivery,  one business day after it is sent and (iii) if mailed,  48
hours after  deposit in the United  States mail,  as first class  registered  or
certified mail, return receipt  requested,  postage  pre-paid.  Either party may
change its address for the  purposes of this Section by giving not less than ten
days  prior  written  notice of such  change to the  other  party in the  manner
provided in this Section.

         10.  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto,  intending to be legally bound,
have executed and delivered this Agreement as of the date set forth above.

                                        UCFI:

                                        UNITED CRYOPRESERVATION
                                        FOUNDATION, INC.


                                         By:/s/ Daniel Woods
                                         -------------------
                                                Daniel Woods
                                         Title: Vice President/General Manager


                                         CRYOLIFE, INC.


                                          By:/s/ Steven G. Anderson
                                          -------------------------
                                                 Steven G. Anderson
                                                 Chairman of the Board
                                                 Chief Executive Officer 
                                                 and President





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