LEASE GUARANTY


         In consideration  of, and as an inducement for the granting,  execution
and delivery of that certain  lease,  dated on or about this date (the "Lease"),
by  J.  CRAYTON  PRUITT  FAMILY  TRUST  U/T/A  1976  ("Landlord"),  to  CRYOLIFE
ACQUISITION  CORPORATION,  the Tenant therein named  ("Tenant"),  and in further
consideration  of the sum of Ten Dollars  ($10.00)  and other good and  valuable
consideration paid by Landlord to the undersigned, CRYOLIFE, INC. ("Guarantor"),
Guarantor hereby guarantees to Landlord, its successors and assigns the full and
prompt  payment of all amounts  payable by Tenant,  its  successors and assigns,
under the Lease  ("Rent").  Guarantor  hereby  covenants  and agrees to and with
Landlord,  its successors and assigns, that if default shall at any time be made
by Tenant,  its successors and assigns,  in the payment of any such Rent payable
by Tenant under the Lease,  Guarantor  will forthwith pay such Rent to Landlord,
its successors and assigns,  and any arrears  thereof caused by any such default
and/or by the enforcement of this Guaranty.

         This Guaranty is an absolute and  unconditional  guaranty of payment of
Rent during the term of the Lease. Guarantor's liability hereunder is direct and
may be enforced  without  Landlord  being required to resort to any other right,
remedy or security and this Guaranty  shall be  enforceable  against  Guarantor,
without the necessity for any suit or proceedings on Landlord's part of any kind
or nature whatsoever against Tenant, its successors and assigns, and without the
necessity of any notice of  nonpayment,  or of any notice of  acceptance of this
Guaranty or of  Landlord's  intention to act in reliance  hereon or of any other
notice or demand to which Guarantor  might  otherwise be entitled,  all of which
Guarantor  hereby expressly  waives;  and Guarantor hereby expressly agrees that
the validity of this Guaranty and the  obligations of Guarantor  hereunder shall
in nowise be terminated,  affected or impaired by reason of the assertion or the
failure  to assert by  Landlord  against  Tenant,  or  Tenant's  successors  and
assigns,  of any of the rights or remedies  reserved to Landlord pursuant to the
provisions of the Lease.

         This  Guaranty  shall be a continuing  Guaranty  during the term of the
Lease as described  above,  and (whether or not  Guarantor  shall have notice or
knowledge of any of the  following)  the liability  and  obligation of Guarantor
hereunder shall be absolute and unconditional and shall remain in full force and
effect  without  regard to, and shall not be released,  discharged or in any way
impaired by (a) any amendment or modification of, or supplement to, the Lease or
any  assignment or transfer  thereof;  (b) any exercise or  non-exercise  of any
right,  power,  remedy or  privilege  under or in  respect  of the Lease or this
Guaranty or any waiver,  consent or approval by Landlord  with respect to any of
the  covenants,  terms,  conditions or agreements  contained in the Lease or any
indulgences, forbearances or extensions of time for performance or observance

392114.1




allowed  to  Tenant  from  time to time  and for any  length  of  time;  (c) any
bankruptcy, insolvency, reorganization,  arrangement, readjustment, composition,
liquidation or similar proceeding relating to Tenant, its successors and assigns
or their  properties  or  creditors;  or (d) any  limitation on the liability or
obligation  of  Tenant  under the Lease or its  estate in  bankruptcy  or of any
remedy for the enforcement thereof,  resulting from the operation of any present
or future  provision of the United  States  Bankruptcy  Code or other statute or
from the decision of any court.

         All of the  Landlord's  rights and  remedies  under the Lease and under
this Guaranty are intended to be distinct,  separate and  cumulative and no such
right and remedy  therein or herein  mentioned is intended to be in exclusion of
or a waiver  of any of the  others.  No  termination  of the  Lease or taking or
recovering of the premises  demised thereby shall deprive Landlord of any of its
rights and remedies against Guarantor under this Guaranty.

         This  Guaranty  shall  be  legally   binding  upon  Guarantor  and  its
successors  and  assigns  and shall  inure to the  benefit of  Landlord  and its
successors and assigns.

     IN WITNESS WHEREOF,  Guarantor,  intending to be legally bound hereby,  has
caused this Guaranty to be executed as of this 5th day of March, 1997.

                                         CRYOLIFE, INC.


                                         By:_____________________________
                                            Steven G. Anderson, Chairman
                                            of the Board, President and
                                            Chief Executive Officer




392114.1


                                       -2-