Exhibit 10.1

                              EMPLOYMENT AGREEMENT


     In consideration of the promises hereinafter contained,  CryoLife,  Inc., a
Florida  corporation ("we", "our" and "us") and Sidney B. Ashmore ("you") hereby
agrees as of this 9th day of September, 1996 to the following:

     1. Employment. We hereby employ you and you hereby accept employment on the
terms and conditions set forth below. Your duties and compensation are set forth
on the Exhibit attached hereto.

     2. Extent of  Services.  During your  employment,  you agree to devote your
full and  exclusive  time and  attention  to your  employment  duties and not to
engage in any other  business  activity  which  conflicts  or competes  with our
business or which reduces your  effectiveness  in  performing  your duties under
this Agreement unless you have first obtained our prior written consent.

     3.  Benefits and Absences.  You are entitled to all benefits  offered by us
for  which  you  meet  the  eligibility  requirements.  You are  subject  to the
obligations  concerning  absences  due to  disability,  sick  leave,  and  other
absences,  described in the current  benefit  summary  schedule,  and as revised
hereafter.

     4. Term and Termination. Your employment shall commence on the date of this
Agreement.  Both you and we shall  have the right  upon  giving 30 days  written
notice to the other to terminate with or without cause the employment under this
Agreement.  However,  if one party to this Agreement  terminates the employment,
the other  party may at his  option  effect  the  separation  immediately.  This
Agreement  shall  automatically  terminate  in the  event  of your  death.  Such
automatic  termination  shall  discharge  both  parties  hereto from any and all
further liability or responsibility to the other under this Agreement.

     5. Right to Change  Duties.  We reserve  the right to change the nature and
scope  of your  duties.  In the  event  of any  transfer  to  another  corporate
facility,  we shall  defray the  reasonable  cost of  transporting  you and your
family with household furnishings to your new location.

     6. Secrecy and  Noncompetition.  Your  employment and continued  employment
with us is  conditioned  upon your signing our standard  Secrecy and  Noncompete
Agreement  whose terms and  agreements  you agree to be bound by. You agree that
under no condition will any breach or infraction of this Agreement be assertable
as a defense to any action or  responsibility  incurred by you under the Secrecy
and Noncompete Agreement.

     7. Your  Warranties.  You present and warrant  that you will not utilize or
disclose any trade secrets or  proprietary  information of others to us and that
the only  secrecy  and/or  noncompetition  agreements  you have with  others are
identified on the attached exhibit.

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     8. Moving Expense.  CryoLife,  Inc. has paid for certain moving expenses to
facilitate your relocation. We reserve the right to withhold the total amount of
these expenses from any monies due to you if you terminate your  employment from
CryoLife,  Inc.  within 12 months  from your  first day of work at the  Company.
These expenses  include all charges  associated  with moving and storage of your
personal belongings.

     9.  Miscellaneous.  This Agreement may not be changed or terminated  orally
and no change, termination or attempted waiver of the provisions hereof shall be
binding  unless in writing  and signed by the parties  against  whom the same is
sought to be enforced;  provided,  however,  that the  compensation  paid to you
hereunder  may be increased at any time by us without in any way  affecting  any
other term or  condition of this  Agreement  which in all other  respects  shall
remain in force and effect.  This Agreement shall be governed by the laws of the
State of Georgia.

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed on the day and
year first above written.

                                   CRYOLIFE, INC.


                                   By: ________________________________

                                   Its:  ______________________________


                                   EMPLOYEE



                                   ____________________________________


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                         Exhibit to Employment Agreement



Duties:                    Director, Marketing
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Compensation:              $7,750.00/Monthly Plus Company
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                           Fringe Benefits
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Secrecy and
Noncompetition
Agreements
With Others*:              $7,750.00/Monthly Plus Company
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                           Fringe Benefits
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                           (*Copies of these must be promptly provided
                           to CryLife)



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