EXHIBIT 10.2

                                 CRYOLIFE, INC.
                           1655 ROBERTS BOULEVARD N.W.
                             KENNESAW, GEORGIA 30144


                                                                    [DATE]


____________________________________
____________________________________
____________________________________

      Re:  GRANT OF INCENTIVE STOCK OPTION

Dear _______________:

     This  letter sets forth the  agreement  (the  "Agreement")  between you and
CryoLife, Inc., a Florida corporation (the "Company"),  regarding your option to
acquire shares of the Company's Common Stock.

     1.  Grant of  Option.  Subject to the terms set forth  below,  the  Company
hereby  grants to Employee  the right,  privilege,  and option to purchase up to
__________ shares (of Common Stock the "Option Shares") at the purchase price of
$________ per share.  The date of grant ("Grant  Date") of the option is [Date].
This  option is  intended  to be and shall be  treated  as an  "Incentive  Stock
Option",  as that term is defined in Section 422 of the Internal Revenue Code of
1986, as amended ("Section 422"). Provided, however, that to the extent that the
option  fails for any reason to comply with the  provisions  of Section  422, it
shall be treated as a "Non-Qualified Stock Option" (as defined in the Plan). The
Company  shall have no liability  whatsoever to Employee in the event the option
fails for any reason to satisfy the requirements for Incentive Stock Options set
forth in Section 422. This option is granted pursuant to the CryoLife, Inc. 2004
Employee Stock Incentive Plan (the "Plan").

     2. Time of Exercise  of Option.  Prior to its  termination  as set forth in
Section 5 below,  this option  shall vest,  and the  Employee  may  exercise the
option granted herein on the following dates, or thereafter  provided the option
is exercised prior to its termination:

<TABLE>
<CAPTION>
<S>                                                           <C>                     <C>
                                                              Number of Option        Cumulative Percentage of
         Exercise Date                                        Shares Exercisable      Option Shares Exercisable

         First Anniversary of Grant Date (2/21/07)                _____ shares            20 Percent
         Second Anniversary of Grant Date (2/21/08)               _____ shares            40 Percent
         Third Anniversary of Grant Date (2/21/09)                _____ shares            60 Percent
         Fourth Anniversary of Grant Date (2/21/10)               _____ shares            80 Percent
         Fifth Anniversary of Grant Date (2/21/11)                _____ shares           100 Percent
</TABLE>

     3. Method of Exercise.  The option  shall be  exercised  by written  notice
directed to the  Compensation  Committee  (the  "Committee"),  at the  Company's
principal  executive office,  and except as set forth below, must be accompanied
by payment of the option  price for the  number of Option  Shares  purchased  in
accordance  with the Plan's  requirements.  The payment for the number of Option
Shares  purchased may be payable in cash or by tendering (by actual  delivery of
shares) shares of the Company's common stock in accordance with the Plan. To the
extent  permitted  by  applicable  law,  you may elect to pay for the  number of
Option Shares purchased by irrevocably  authorizing a third party to sell shares
of the  Company's  common stock  acquired upon exercise of the Option Shares and
remitting to the Company a sufficient portion of the sale proceeds as payment of
the entire option price for the number of Option Shares purchased, including any


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<PAGE>

tax withholding resulting from such exercise. The Company shall make delivery of
such shares in  accordance  with the Plan provided that if any law or regulation
requires the Company to take any action with respect to the shares  specified in
such  notice  before the  issuance  thereof,  then the date of  delivery of such
shares shall be extended for the period necessary to take such action.

     4. The Plan. The Company's 2004 Employee Stock  Incentive  Plan, as amended
from  time  to  time  by the  Board  of  Directors  of the  Company,  is  hereby
incorporated in this Agreement and to the extent that anything in this Agreement
is  inconsistent  with the Plan, the terms of the Plan shall  control.  Employee
acknowledges that the Company has provided a copy of the Plan to Employee.

     5. Termination of Option. Except as herein otherwise stated, the option, to
the extent not previously exercised, shall terminate in accordance with the Plan
and upon the first to occur of the following events:

     (a)  Disability.  The  expiration  of 36  months  after  the  date on which
Employee's  employment by the Company is terminated,  if such  termination be by
reason of Employee's permanent and total disability, provided, however, that (i)
the option shall be  exercisable  only to the extent that Employee had the right
to exercise the option at the time of termination  and (ii) if the Employee dies
within such 36 month period,  any unexercised option held by such Employee shall
thereafter  be  exercisable  in  accordance  with the  provisions  of and  shall
terminate  upon the first to occur of the events  described in Sections 5(b) and
(d);

     (b)  Death.  In the event of  Employee's  death  while in the employ of the
Company,  the  expiration  of 12 months  following the date of his or her death,
provided that the option shall be  exercisable  following the  Employee's  death
only to the extent that  Employee  had the right to  exercise  the option at the
time of his or her death.

     (c)  Retirement.  In the  event  Employee's  employment  with  the  Company
terminates  by reason of normal or early  retirement,  any  option  held by such
Employee  may be  exercised  by the  Employee for a period of 36 months from the
date of such termination;  provided,  however,  that if the Employee dies within
such 36 month period any unexercised option held by Employee shall thereafter be
exercisable in accordance  with the  provisions of and shall  terminate upon the
first to occur of the events described in Section 5(b) and (d); or

     (d) Other.  Upon the earlier to occur of (i) 66 months  following the Grant
Date, or (ii) upon  termination of Employee's  employment by the Company (except
if such  termination  be by  reason  of  death,  disability,  or normal or early
retirement).  It is in  Compensation  Committee's  sole  discretion to determine
whether  the  Employee's  employment  with the Company  terminates  by reason of
disability, normal or early retirement.

     Except as set forth above, the option may not be exercised unless Employee,
at the time he or she exercises the option,  is, and has been at all times since
the date of grant of the option,  an employee of the Company.  Employee shall be
deemed to be  employed by the Company if he or she is employed by the Company or
any of its subsidiaries.  Notwithstanding  the above, in no event may the option
be exercised after 66 months following the Grant Date.

     6. Reclassification,  Consolidation, or Merger. The number of Option Shares
may be adjusted in  accordance  with the Plan if certain  events such as merger,
reorganization, consolidation,  recapitalization, stock dividends, stock splits,
or other changes in the Company's corporate structure affecting its Common Stock
occur.

     7. Rights Prior to exercise of Option.  This Option is not transferrable by
Employee,  except  by will or by the  laws of  descent  and  distribution  or as
otherwise  set  forth in the  Plan,  and  during  Employee's  lifetime  shall be
exercisable  only by Employee.  This option shall confer no rights to the holder
hereof to act as  stockholder  with  respect to any of the Option  Shares  until
payment of the option price and delivery of a share certificate has been made.

     8.  Employee's   Representations  and  Warranties.  By  execution  of  this
Agreement, Employee represents and warrants to the Company as follows:

     (a) The entire legal and  beneficial  interest of the option and the Option
Shares are for and will be held for the account of the Employee only and neither
in whole nor in part for any other person.


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<PAGE>


     (b) Employee resides at the following address:

         ____________________________________
         ____________________________________
         ____________________________________

     (c) Employee is familiar  with the Company and its plans,  operations,  and
financial  condition.  Prior to the  acceptance  of this  option,  Employee  has
received all  information as he or she deems necessary and appropriate to enable
an  evaluation  of the  financial  risk inherent in accepting the option and has
received  satisfactory  and  complete  information  concerning  the business and
financial  condition  of the  Company in response  to all  inquiries  in respect
thereof.

     9. Restricted  Securities.  Employee  recognizes and understands  that this
option and the Option Shares are currently  registered  under the Securities Act
of 1933, as amended (the "Act"),  but may not remain so registered,  and are not
registered  under any state  securities  law.  Any  transfer  of the  option (if
otherwise permitted hereunder,  and once exercised,  the Option Shares) will not
be recognized by the Company  unless such transfer is registered  under the Act,
the Georgia  Securities  Act of 1973, as amended,  (the  "Georgia  Act") and any
other applicable state securities laws or effected pursuant to an exemption from
such  registration  which may then be  available.  If the Option  Shares are not
registered, any share certificates representing the Option Shares may be stamped
with legends  restricting  transfer  thereof in  accordance  with the  Company's
policy  with  respect  to  unregistered  shares of its  Common  Stock  issued to
employees as a result of exercise of options granted under the Plan. The Company
may  make a  notation  in  its  stock  transfer  records  of the  aforementioned
restrictions on transfers and legends.  Employee recognizes and understands that
the Option  Shares may be restricted  securities  within the meaning of Rule 144
promulgated under the Act; that the exemption from  registration  under Rule 144
may not be available under certain circumstances and that Employee's opportunity
to utilize such Rule 144 to sell the Option Shares may be limited or denied. The
Company  shall be under no  obligation  to maintain or promote a public  trading
market  for the class of  shares  for which  the  option is  granted  or to make
provision for adequate information concerning the Company to be available to the
public as  contemplated  under Rule 144. The Company will be under no obligation
to  recognize  any  transfer or sale of any Option  Shares  pursuant to Rule 144
unless the terms and  conditions  of Rule 144 are complied with by the Employee.
By  acceptance  hereof,  Employee  agrees that no permitted  disposition  of any
Option  Shares  shall  be made  unless  and  until  (i)  there is at the time of
exercise of the option in effect a registration statement under the Act, or (ii)
Employee shall have notified the Company of a proposed  Option  disposition  and
shall have  furnished to the Company a detailed  statement of the  circumstances
surrounding such disposition,  together with an opinion of counsel acceptable in
form and  substance  to the  Company  that  such  disposition  will not  require
registration  of the shares so disposed  under the Act, the Georgia Act, and any
applicable  state  securities  laws. The Company shall be under no obligation to
permit such transfer or  disposition  on its stock transfer books unless counsel
for the  Company  shall  concur  as to such  matters.  Employee  recognizes  and
understands  that if and for so long as  Employee  is a  designated  Section  16
officer of the Company, and for up to six months thereafter, any sales of Option
Shares will be subject to Section 16 of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act")  and  the  regulations  promulgated  thereunder.
Employee also recognizes and understands that any sale of the Option Shares will
also be subject to Rule  10b-5  promulgated  under the  Exchange  Act.  Employee
agrees  that  any  disposition  of the  Option  Shares  shall  be  made  only in
compliance  with the Act,  the  Exchange  Act,  and the  rules  and  regulations
promulgated thereunder.

     10. Tax Matters:  The Employee  hereby agrees to comply with any applicable
federal,  state,  and local income and employment tax  requirements  which might
arise  with  regard to a  disposition  of any  Option  Shares  and to inform the
Company of any such disposition  which occurs prior to the expiration of (i) two
years from the date of grant of the  option,  and (ii) one year from the date of
transfer to him of Option  Shares.  No later than the date as of which an amount
first becomes  includable in the gross income of the Employee for federal income
tax purposes with respect to the exercise of any option under the Plan, Employee
shall pay to the Company,  or make  arrangements  satisfactory  to the Committee
regarding  the  payment  of,  any  federal,  state,  or local  taxes of any kind
required by law to be withheld with respect to such amount.  The  obligations of
the Company under the Plan are conditional on such payment or  arrangements  and
the  Company  shall have the right to deduct any such taxes from any  payment of
any kind otherwise due to Employee.

     11. Payment:  Except as set forth below, the Option Exercise Price shall be
paid in cash in U.S. Dollars at the time the Option is exercised or in shares of
Common  Stock of the Company  held by the  employee  for at least six months and
having an  aggregate  value equal to the Option  Exercise  Price.  If the Option


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<PAGE>

Exercise Price is paid by transfer of shares of Common Stock of the Company then
the value of such shares will be the fair market  value as of the day the shares
are  tendered,  which is the closing  sale price of the Stock on that day on the
New York Stock Exchange.  The Option Exercise Price may be paid by a combination
of cash and Common Stock. Notwithstanding the foregoing, to the extent permitted
by  applicable  law,  Employee  may elect to pay the  Option  Exercise  Price by
authorizing  a third party to sell shares of stock (or a  sufficient  portion of
the  shares)  acquired  upon  exercise  of the Option and remit to the Company a
sufficient  portion of the sale proceeds to pay the entire Option Exercise Price
and any tax withholding resulting from such exercise.

     12. Binding  Effect.  This  Agreement  shall inure to the benefit of and be
binding  upon  the  parties  hereto  and  their  respective  heirs,   executors,
administrators, successors, and permissible assigns.

     13. Miscellaneous.  This Agreement shall be governed by and construed under
the laws of the State of Georgia.  If any term or provision hereof shall be held
invalid or  unenforceable,  the  remaining  terms and  provisions  hereof  shall
continue in full force and effect.  Any modification to this Agreement shall not
be  effective  unless  the same shall be in writing  and such  writing  shall be
signed by authorized representatives of both of the parties hereto. The terms of
paragraphs 8 and 9 hereof shall  survive  exercise of the option by Employee and
shall attach to the Option Shares. The option contained in this letter shall not
confer upon  Employee any right to continued  employment  with the Company,  nor
shall it  interfere  in any way with the right of the Company to  terminate  the
employment  of Employee at any time.  This letter can be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute but one and the same instrument.

     Please signify your acceptance of the option and your agreement to be bound
by the terms hereof by promptly signing one of the two original letters provided
to you and returning the same to the President of the Company.

         Thank you for your good work and service.

                                              Sincerely,

                (SEAL)                        THE COMPANY:
                                              CRYOLIFE, INC.


                                              __________________________________
Attest:                                       [NAME], [TITLE]


__________________________________
Suzanne K. Gabbert, Secretary
for the Company
                                              EMPLOYEE:


                                              __________________________________

                                              Social Security #:________________





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