STOCK PURCHASE
AGREEMENT 



CryoLife, Inc.

1655 Roberts Boulevard, NW

Kennesaw, Georgia 30144 



        The
undersigned (the “Investor”) hereby confirms its agreement with you as
follows: 



     1.    
          This Stock Purchase Agreement is made as of the date set forth below between
          CryoLife, Inc., a Florida corporation (the “Company”), and the
          Investor. 



     2.    
          The Company has authorized the sale and issuance of up to three million nine
          hundred thousand (3,900,000) shares (the “Shares”) of the
          common stock of the Company, $.01 par value per share (the “Common
          Stock”), to certain investors in a private placement (the
          “Offering”). 



     3.    
          The Company and the Investor agree that the Investor will purchase from the
          Company and the Company will issue and sell to the Investor _______ Shares at a
          purchase price of $6.25 per Share, or an aggregate purchase price of
          $____________________ (the “Purchase Price”), subject to the
          Terms and Conditions for Purchase of Shares attached hereto as Annex I and
          incorporated herein by this reference as if fully set forth herein. Unless
          otherwise requested by the Investor in Exhibit A, certificates representing the
          Shares purchased by the Investor will be registered in the Investor’s name
          and address as set forth below. 



     4.    
          The Investor represents that, except as set forth below, (a) it has had no
          position, office or other material relationship within the past three years with
          the Company or its affiliates, (b) neither it, nor any group of which it is a
          member or to which it is related, beneficially owns (including the right to
          acquire or vote) any securities of the Company and (c) it has no direct or
          indirect affiliation or association with any National Association of Securities
          Dealers, Inc. (“NASD”) member. Exceptions: 



     



(If no exceptions, write
“none.” If left blank, response will be deemed to be “none.”) 




Please confirm that the foregoing
correctly sets forth the agreement between us by signing in the space provided below for
that purpose. 



	 	Dated as of:  ____________, 2004

	 	 
	 	_____________________________________________________________

	 	[Investor Name]

	 	 
	 	By: __________________________________________________________

	 	        Name:

        Title:

	 	 
	 	Address: ______________________________________________________

______________________________________________________________

______________________________________________________________

Facsimile: ______________________________________________________________

	 	 
	AGREED AND ACCEPTED:
	 
	 	 
	CryoLife, Inc.
	 
	 	 
	By: ____________________________
	 
	        Name:

        Title:
	 











ANNEX I 



TERMS AND CONDITIONS
FOR PURCHASE OF SHARES 



        1. Agreement to Sell and
Purchase the Shares; Subscription Date. 



                1.1 Purchase
and Sale. At the Closing (as defined in Section 2), the Company will sell to the
Investor, and the Investor will purchase from the Company, upon the terms and subject to
the conditions set forth herein, and at the Purchase Price, the number of Shares
described in paragraph 3 of the Stock Purchase Agreement attached hereto (collectively
with this Annex I and the other exhibits attached hereto, this “Agreement”).  




                1.2 Other
Investors. As part of the Offering, the Company proposes to enter into Stock Purchase
Agreements in the same form as this Agreement with certain other investors (the “Other
Investors”), and the Company expects to complete sales of Shares to them. The
Investor and the Other Investors are sometimes collectively referred to herein as the
“Investors,” and this Agreement and the Stock Purchase Agreements
executed by the Other Investors are sometimes collectively referred to herein as the
“Agreements.” The Company may accept executed Agreements from Investors
for the purchase of Shares commencing upon the date on which the Company provides the
Investors with the proposed purchase price per Share and concluding upon the date (the
“Subscription Date”) on which the Company has notified Piper Jaffray & Co.
(in its capacity as placement agent for the Shares, the “Placement Agent”)
in writing that it will no longer accept Agreements for the purchase of Shares in the
Offering, but in no event shall the Subscription Date be later than January 30, 2004.
Each Investor must complete a Stock Purchase Agreement, a Stock Certificate Questionnaire
(in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form
attached as Exhibit B hereto) in order to purchase Shares in the Offering.  




                1.3 Placement
Agent Fee. The Investor acknowledges that the Company intends to pay to the Placement
Agent a fee in respect of the sale of Shares to the Investor. The Company shall indemnify
and hold harmless the Investor from and against all fees, commissions, or other payments
owing by the Company to the Placement Agent or any other persons from or acting on behalf
of the Company hereunder.  




        2. Delivery
of the Shares at Closing. The completion of the purchase and           sale of the
Shares (the “Closing”) shall occur on a delivery versus           payment basis
on a date specified by the Company and the Placement Agent (the           “Closing
Date”), which date shall not be later than February 4,           2004 (the “Outside
Date”), and of which the Investors will be           notified in writing at
least 24 hours in advance by the Placement Agent. At the           Closing, the Company
shall deliver to the Investor a confirmation from the           Company or its transfer
agent that the trustee agent has issued one or more           stock certificates
representing the number of Shares set forth in paragraph 3 of           the Stock
Purchase Agreement, each such certificate to be registered in the name           of the
Investor or, if so indicated on the Stock Certificate Questionnaire           attached
hereto as Exhibit A, in the name of a nominee designated by the           Investor and
placed it with an overnight delivery service. At the           Investor’s request,
prior to the Investor’s payment of the Purchase           Price, the Company will
deliver via facsimile a copy of the certificates to be           delivered to the office
of the Investor (at the fax number indicated on the           signature page to the
Agreement). In exchange for the delivery of the stock           certificates representing
such Shares, the Investor shall deliver the Purchase           Price to the Company by
wire transfer of immediately available funds pursuant to           the Company’s
written instructions. Prior to when payment of the Purchase           Price by the
Investor is due, all closing conditions set forth in the third           paragraph of
this Section 2 of this Annex I shall have been satisfied or waived           by the
Investor, including, without limitation, the delivery on the Closing Date           to
the Investor of a legal opinion of counsel to the Company, dated the Closing
          Date, substantially in the form attached hereto as Exhibit D (the “Legal
          Opinion”), and the certificate of the Company specified in subsection
          (h) of the third paragraph of Section 2 of this Annex I.  




        The
Company’s obligation to issue and sell the Shares to the Investor shall be subject
to the following conditions, any one or more of which may be waived by the Company: (a)
prior receipt by the Company of an executed copy of this Agreement; (b) completion of
purchases and sales under the Agreements with the Other Investors; and (c) the accuracy
of the representations and warranties made by the Investor in this Agreement and the
fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement
on or prior to the Closing.  




        The
Investor’s obligation to purchase the Shares shall be subject to the following
conditions, any one or more of which may be waived by the Investor: (a) prior receipt by
the Investor of an executed copy of this Agreement; (b) the issuance to the Investor of
the Shares being purchased hereunder set forth in paragraph 3 of the Stock Purchase
Agreement; (c) completion of purchases and sales under the Agreements with the Other
Investors for an aggregate purchase price including the Shares to be purchased hereunder
of not less than ten million dollars ($10,000,000) and not more than for twenty-five
million dollars ($25,000,000); (d) the delivery of the Legal Opinion to the Investor by
counsel to the Company; (e) the accuracy of the representations and warranties made by
the Company in this Agreement on the date hereof and, if different, on the Closing Date;
(f) the fulfillment of the obligations of the Company to be fulfilled by it under this
Agreement on or prior to the Closing; (g) the absence of any order, writ, injunction,
judgment or decree that questions the validity of the Agreements or the right of the
Company or the Investor to enter into such Agreements or to consummate the transactions
contemplated hereby and thereby; and (h) the delivery to the Investor by an officer of
the Company of a certificate stating that the conditions specified in this paragraph have
been fulfilled. In the event that the Closing does not occur on or before the Outside
Date as a result of the Company’s failure to satisfy any of the conditions set forth
above (and such condition has not been waived by the Investor), the Company shall return
any and all funds paid in advance of the Closing by Investor to the Investor no later
than one Business Day following the Outside Date and the Investors shall have no further
obligations hereunder. For purposes of this Agreement, “Business Day”shall
mean any day other than a Saturday, Sunday or other day on which the New York Stock
Exchange or commercial banks located in Atlanta, Georgia, are permitted or required by
law to close.  




        3. Representations,
Warranties and Covenants of the Company. Except as           otherwise described in
the Company’s Annual Report on Form 10-K for the           year ended December 31,
2002 (and any amendments and exhibits thereto filed           at least five (5) Business
Days prior to the date hereof), the Company’s           Proxy Statement for its 2003
Annual Meeting of Stockholders, or the           Company’s Quarterly Reports on Form
10-Q for the quarters ended March 31,           2003, June 30, 2003 and September 30,
2003 (and any amendments and           exhibits thereto filed at least five (5) Business
Days prior to the date hereof)           or any of the Company’s Current Reports on
Form 8-K filed since           January 1, 2003 and at least one Business Day prior
to the date hereof           (collectively, the “SEC Reports”), the
Company hereby           represents and warrants to, and covenants with, the Investor as
of the date           hereof and the Closing Date, as follows:  




                3.1 Organization.
The Company is duly incorporated and validly existing in good standing under the laws
of the State of Florida. The Company and each of its Subsidiaries (defined below) has
full power and authority to own, operate and occupy its properties and to conduct its
business as presently conducted and is registered or qualified to do business and in good
standing in each jurisdiction in which it owns or leases property or transacts business
and where the failure to be so qualified would have a material adverse effect upon the
Company and its subsidiaries as a whole or the business, financial condition, properties,
operations or assets of the Company and its subsidiaries as a whole or the Company’s
ability to perform its obligations under the Agreements in all material respects (“Material
Adverse Effect”), and no proceeding has been instituted or, to the knowledge of
the Company, is threatened in any such jurisdiction revoking, limiting or curtailing, or
seeking to revoke, limit or curtail, such power and authority or qualification. The
Company has no “subsidiaries” (as defined in Rule 405 under the Securities Act
of 1933, as amended (the “Securities Act”)), other than CryoLife
Acquisition Corp., a Florida corporation, CryoLife Technology, Inc., a Nevada
corporation, CryoLife Europa, LTD., a United Kingdom corporation, AuraZyme
Pharmaceuticals, Inc., a Florida corporation, and CryoLife International, Inc., a Florida
corporation (each, a “Subsidiary” and, together, the “Subsidiaries”).  




                3.2 Due
Authorization. The Company has full right power, authority, and capacity to execute,
deliver and perform its obligations under the Agreements. The execution and delivery of
the Agreements, and the consummation by the Company of the transactions contemplated
hereby and thereby, have been duly authorized by all necessary corporate action and no
further action on the part of the Company or its Board of Directors or stockholders is
required. The Agreements have been validly executed and delivered by the Company and
constitute legal, valid and binding agreements of the Company enforceable against the
Company in accordance with their terms, except to the extent (i) rights to indemnity and
contribution may be limited by state or federal securities laws or the public policy
underlying such laws, (ii) such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and (iii) such enforceability may be subject
to general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  




                3.3 Non-Contravention.
The execution and delivery of the Agreements, the issuance and sale of the Shares to
be sold by the Company under the Agreements, the fulfillment of the terms of the
Agreements and the consummation of the transactions contemplated hereby and thereby will
not (A) result in conflict with or constitute a violation of, or result in default
(with the passage of time or otherwise) under, (i) any bond, debenture, note or
other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of
trust, loan agreement, joint venture or other agreement or instrument to which the
Company or any Subsidiary is a party or by which the Company or the Subsidiaries or their
respective properties are bound, (ii) the Articles of Incorporation, bylaws or other
organizational documents of the Company and each of its Subsidiaries, as restated or
amended, or (iii) any law, administrative regulation, ordinance or order of any
court or governmental agency, arbitration panel or authority binding upon the Company or
any Subsidiary or their respective properties or (B) result in the creation or
imposition of any lien, encumbrance, claim, security interest or restriction whatsoever
upon any of the properties or assets of the Company or the Subsidiaries or an
acceleration of indebtedness pursuant to any obligation, agreement or condition contained
in any bond, debenture, note or any other evidence of indebtedness or any material
indenture, mortgage, deed of trust or any other agreement or instrument to which the
Company or any Subsidiary is a party or by which it is bound or to which any of the
property or assets of the Company or any subsidiary is subject. No consent, approval,
authorization or other order of, or registration, qualification or filing with, any
regulatory body, administrative agency, or other governmental body is required for the
execution and delivery of the Agreements by the Company and the valid issuance or sale of
the Shares by the Company pursuant to the Agreements, other than such as have been made
or obtained and that remain in full force and effect, and except for the filing of a Form
D for any filings required to be made under state securities laws.  




                3.4 Capitalization.
The outstanding capital stock of the Company as of September 30, 2003 is as
described in the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2003. The Company has not issued any capital stock since September 30,
2003 other than pursuant to the purchase of shares under the Company’s employee
stock purchase plan and the exercise of outstanding warrants or stock options which plan,
units and options are disclosed in the SEC Reports. The Shares to be sold pursuant to the
Agreements have been duly authorized, and when issued and paid for in accordance with the
terms of the Agreements, will be duly and validly issued, fully paid and nonassessable,
subject to no lien, claim or encumbrance (except for any such lien, claim or encumbrance
created, directly or indirectly, by the Investor). The outstanding shares of capital
stock of the Company have been duly and validly issued and are fully paid and
nonassessable, have been issued and sold in compliance with the registration requirements
of federal and state securities laws or the applicable statutes of limitation have
expired, and were not issued in violation of any preemptive rights or similar rights to
subscribe for or purchase securities. The Company owns all of the outstanding capital
stock of each Subsidiary, free and clear of all liens, claims and encumbrances. There are
no outstanding rights (including, without limitation, preemptive rights), warrants or
options to acquire, or instruments convertible into or exchangeable for, any unissued
shares of capital stock or other equity interest in the Company or any Subsidiary, or any
contract, commitment, agreement, understanding or arrangement of any kind to which the
Company or any Subsidiary is a party and providing for the issuance or sale of any
capital stock of the Company or of any Subsidiary, any such convertible or exchangeable
securities or any such rights, warrants or options. Without limiting the foregoing, no
preemptive right, co-sale right, registration right, right of first refusal or other
similar right exists with respect to the issuance and sale of the Shares, except as
provided in the Agreements. There are no stockholders agreements, voting agreements or
other similar agreements with respect to the Common Stock to which the Company is a
party.  




                3.5 Legal
Proceedings. There is no legal or governmental proceeding pending, or to the
knowledge of the Company, threatened, to which the Company or any Subsidiary is a party
or of which the business or property of the Company or any Subsidiary is subject that is
required to be disclosed and that is not so disclosed in the SEC Reports. Neither the
Company nor any Subsidiary is subject to any injunction, judgment, decree or order of any
court, regulatory body, arbitral panel, administrative agency or other government body.  




                3.6 No
Violations. Neither the Company nor any Subsidiary is in violation of its Articles of
Incorporation, bylaws or other organizational documents, as restated or amended, or in
violation of any law, administrative regulation, ordinance or order of any court or
governmental agency, arbitration panel or governmental authority applicable to the
Company, which violation, individually or in the aggregate, is reasonably likely to have
a Material Adverse Effect, and neither the Company nor any Subsidiary is in default (and
there exists no condition which, with the passage of time or otherwise, would constitute
a default by the Company or such Subsidiary) in the performance of any bond, debenture,
note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or
any other agreement or instrument to which the Company or any Subsidiary is a party or by
which the Company or such Subsidiary or their respective property is bound, which default
is reasonably likely to have a Material Adverse Effect.  




                3.7 Governmental
Permits, Etc. Each of the Company and the Subsidiaries has all necessary franchises,
licenses, certificates and other authorizations from any foreign, federal, state or local
government or governmental agency, department or body that are currently necessary for
the operation of the business of the Company and the Subsidiaries as currently conducted,
except where the failure to currently possess such franchises, licenses, certificates and
other authorizations would not reasonably be expected to have a Material Adverse Effect.  




                3.8
 Intellectual Property.  




                        (a) Except
for matters which are not reasonably likely to have a Material Adverse           Effect,
(i) each of the Company and the Subsidiaries has ownership of, or a           license or
other legal right to use, all patents, patent rights, copyrights,           trade
secrets, know-how, trademarks, trade names, customer lists, designs,
          manufacturing or other processes, computer software, systems, data compilation,
          research results or other proprietary rights used in or necessary for the
          conduct of, the business of the Company or any Subsidiary (collectively,
          “Intellectual Property”) and (ii) all of the Intellectual
          Property owned by the Company or by the Subsidiaries consisting of patents,
          registered trademarks and registered copyrights have been duly registered in,
          filed in or issued by the United States Patent and Trademark Office, the United
          States Register of Copyrights or the corresponding offices of other
          jurisdictions and have been maintained and renewed in accordance with all
          applicable provisions of law and administrative regulations in the United
States           and/or such other jurisdictions. 





                        (b)  Except
for matters which are not           reasonably likely to have a Material Adverse Effect,
all licenses or other           agreements under which (i) the Company or any Subsidiary
employs rights in           Intellectual Property, or (ii) the Company or any Subsidiary
has granted rights           to others in Intellectual Property owned or licensed by the
Company or any           Subsidiary are in full force and effect, and there is no default
(and there           exists no condition which, with the passage of time or otherwise,
would           constitute a default by the Company or such Subsidiary) by the Company or
any           Subsidiary with respect thereto.  





                        (c) The
Company believes that it has taken all steps reasonably required in           accordance
with sound business practice and business judgment to establish and           preserve
the ownership of all material Intellectual Property owned by the           Company or any
Subsidiary.  




                        (d) Except
for matters which are not reasonably likely to have a Material Adverse           Effect,
to the knowledge of the Company, (i) the present business, activities           and
products of the Company or any Subsidiary do not infringe any intellectual
          property of any other person; (ii) neither the Company nor any Subsidiary is
          making unauthorized use of any confidential information or trade secrets of any
          person; and (iii) the activities of any of the employees on behalf of the
          Company or of any Subsidiary do not violate any agreements or arrangements
          between such employees and third parties which are related to confidential
          information or trade secrets of third parties or which restrict any such
          employee’s engagement in business activity of any nature.  




                        (e) No
proceedings are pending, or to the knowledge of the Company, threatened,           which
challenge the rights of the Company or any Subsidiary to the use of
          Intellectual Property, except for matters which are not reasonably likely to
          have a Material Adverse Effect.  




                3.9 Financial
Statements. The consolidated financial statements of the Company and the related
notes contained in the SEC Reports present fairly and accurately in all material
respects, in accordance with generally accepted accounting principles, the financial
position of the Company and its subsidiaries, as of the dates indicated, and the results
of its operations, cash flows and the changes in stockholders’ equity for the
periods therein specified, subject, in the case of unaudited financial statements for
interim periods, to normal year-end audit adjustments. Such consolidated financial
statements (including the related notes) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis at the times and throughout
the periods therein specified, except that unaudited financial statements may not contain
all footnotes required by generally accepted accounting principles.  




                3.10 No
Material Adverse Change. Since September 30, 2003, there has not been (i) an
event, circumstance or change that has had or is reasonably likely to have a Material
Adverse Effect, (ii) any obligation incurred by the Company or any Subsidiary, direct or
contingent, that is material to the Company, (iii) any dividend or distribution of
any kind declared, paid or made on the capital stock of the Company, or (iv) any loss or
damage (whether or not insured) to the physical property of the Company or any Subsidiary
which has had a Material Adverse Effect.  




                3.11 New
York Stock Exchange Compliance. The Company’s Common Stock is registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is listed on the New York Stock Exchange (the “NYSE”),
and the Company has taken no action intended to, or which to its knowledge is likely to
have the effect of, terminating the registration of the Common Stock under the Exchange
Act or delisting the Common Stock from the NYSE. The Company is in compliance with all of
the presently applicable requirements for continued listing of the Common Stock on the
NYSE. The issuance of the Shares does not require stockholder approval, including,
without limitation, pursuant to Rule 312.03 of the NYSE Listed Company Manual or any
other Rule of the NYSE.  




                3.12 Reporting
Status.The Company has timely made all filings required under the Exchange Act during
the 12 months preceding the date of this Agreement, and all of those documents complied
in all material respects with the SEC’s requirements as of their respective filing
dates, and the information contained therein as of the respective dates thereof did not
contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading. The Company is currently
eligible to register the resale of Common Stock by the Investors pursuant to a
registration statement on Form S-3 under the Securities Act (the “Registration
Statement”).  




                3.13 No
Manipulation; Disclosure of Information. The Company has not taken and will not take
any action designed to or that might reasonably be expected to cause or result in an
unlawful manipulation of the price of the Common Stock to facilitate the sale or resale
of the Shares. The Company confirms that, to its knowledge, with the exception of the
proposed sale of Common Stock as contemplated herein (as to which the Company makes no
representation), neither it nor any other Person acting on its behalf has provided any of
the Investors or its agents or counsel with any information that constitutes or might
constitute material non-public information. The Company understands and confirms that the
Investors shall be relying on the foregoing representations in effecting transactions in
securities of the Company. All disclosures provided to the Investors regarding the
Company, its business and the transactions contemplated hereby, including the Exhibits to
this Agreement, furnished by the Company are true and correct and do not contain any
untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were
made, not misleading.  




                3.14 Accountants. (a)
Deloitte & Touche LLP, who expressed their opinion with respect to the
consolidated financial statements contained in the Company’s Annual Report on Form
10-K for the year ended December 31, 2002, to be incorporated by reference into the
Registration Statement and the prospectus which forms a part thereof (the “Prospectus”),
have advised the Company that they are, and to the knowledge of the Company they are,
independent accountants as required by the Securities Act and the rules and regulations
promulgated thereunder (the “Rules and Regulations”). The Company
covenants to file its Form 10-K containing audited consolidated financial statements for
the year ended December 31, 2003 as soon as practicable after they are available and
further represents and warrants that it has no reason to believe that the auditors will
not be able to express an unqualified opinion with respect to such financial statements,
assuming the Closing occurs as contemplated herein.  




                (b) Except
as described in the SEC Reports and as preapproved in accordance with the
          requirements set forth in Section 10A of the Exchange Act, the Company has not
          engaged Deloitte & Touche LLP to perform, and as of the date hereof, to the
          Company’s knowledge Deloitte & Touche LLP is not engaging in any
          “prohibited activities” (as defined in Section 10A of the Exchange
          Act) on behalf of the Company. 




                3.15 Contracts. Except
for matters           which are not reasonably likely to have a Material Adverse Effect
and those           contracts that are substantially or fully performed or expired by
their terms,           the contracts listed as exhibits to or described in the SEC
Reports that are           material to the Company or any of its Subsidiaries and all
amendments thereto,           are in full force and effect on the date hereof, and
neither the Company nor, to           the Company’s knowledge, any other party to
such contracts is in breach of           or default under any of such contracts.  





                3.16 Taxes. Except
for matters which are not reasonably expected to have a Material Adverse Effect, each of
the Company and the Subsidiaries has filed all necessary federal, state and foreign
income and franchise tax returns and has paid or accrued all taxes shown as due thereon,
and the Company has no knowledge of a tax deficiency which has been asserted or
threatened against the Company or any Subsidiary.  




                3.17 Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income
taxes) which are required to be paid in connection with the sale and transfer of the
Shares hereunder will be, or will have been, fully paid or provided for by the Company
and the Company will have complied with all laws imposing such taxes.  




                3.18 Investment
Company. The Company (including its Subsidiaries) is not an “investment company” or
an “affiliated person” of, or “promoter” or “principal
underwriter” for an investment company, within the meaning of the Investment Company
Act of 1940, as amended, and will not be deemed an “investment company” as a
result of the transactions contemplated by this Agreement.  




                3.19 Insurance. Each
of the Company and the Subsidiaries maintains insurance of the types and in the amounts
that the Company reasonably believes is adequate for its businesses, including, but not
limited to, insurance covering real and personal property owned or leased by the Company
or any Subsidiary against theft, damage, destruction, acts of vandalism and all other
risks customarily insured against by similarly situated companies, all of which insurance
is in full force and effect.  




                3.20 Offering
Prohibitions. Neither the Company nor any person acting on its behalf or at its
direction has in the past or will in the future take any action to sell, offer for sale
or solicit offers to buy any securities of the Company which would require that the offer
or sale of the Shares to the Investors as contemplated by the Agreements be registered
under Section 5 of the Securities Act.  




                3.21 Listing. The
Company shall comply with all requirements of the NYSE with respect to the issuance of
the Shares and the listing thereof on the NYSE.  




                3.22 Related
Party Transactions. To the knowledge of the Company, no transaction has occurred
between or among the Company or any of its affiliates (including, without limitation, any
of its Subsidiaries), officers or directors or any affiliate or affiliates of any such
affiliate officer or director that with the passage of time will be required to be
disclosed pursuant to Section 13, 14 or 15(d) of the Exchange Act except that Mr. Ronald
McCall, a director, received approximately $97,000 in fees for legal services in 2003.  




                3.23 Books
and Records.The books, records and accounts of the Company and its Subsidiaries
accurately and fairly reflect, in reasonable detail, the transactions in, and
dispositions of, the assets of, and the operations of, the Company and its Subsidiaries.
The Company and its Subsidiaries maintain a system of internal accounting controls
designed to provide reasonable assurances that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.  




                3.24 Disclosure
Controls. (a) The Company has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15 under the Exchange Act, which (i) are
designed to ensure that material information relating to the Company is made known to the
Company’s principal executive officer and its principal financial officer by others
within those entities, particularly during the periods in which the periodic reports
required under the Exchange Act are being prepared; and (ii) provide for the periodic
evaluation of the effectiveness of such disclosure controls and procedures as of the end
of the period covered by the Company’s most recent annual or quarterly report filed
with the SEC.  




                (b) The
Company is not aware of (i) any significant deficiency in the design or operation of
internal controls which could adversely affect the Company’s or any of its Subsidiary’s
ability to record, process, summarize and report financial data or any material
weaknesses in internal controls; or (ii) any fraud, whether or not material, that
involves management or other employees who have a significant role in the Company’s
or any of its Subsidiary’s internal controls.  




                (c)  Since
the date of the most recent evaluation of such disclosure controls and procedures, there
have been no changes that have materially affected, or are reasonably likely to
materially affect, the Company’s or any of its Subsidiary’s internal control
over financial reporting, including any corrective actions with regard to significant
deficiencies and material weaknesses.  




                (d) Except
as described in the SEC Reports, there are no material off-balance sheet arrangements (as
defined in Item 303 of Regulation S-K), or any other relationships with unconsolidated
entities (in which the Company or its control persons have an equity interest) that may
have a material current or future effect on the Company’s or any of its Subsidiary’s
financial condition, revenues or expenses, changes in financial condition, results of
operations, liquidity, capital expenditures or capital resources.  




                (e) The
Company’s Board of Directors has validly appointed an audit committee whose
composition satisfies the applicable requirements of the NYSE and the Board of Directors
and/or the audit committee has adopted a charter that satisfies the presently applicable
requirements of the NYSE. The audit committee has reviewed the adequacy of its charter
within the past twelve months. To the knowledge of the company, neither the Board of
Directors nor the audit committee has been informed, nor is any director of the Company
aware, of (1) any significant deficiencies in the design or operation of the Company’s
internal controls which could adversely affect the Company’s or any Subsidiary’s
ability to record, process, summarize and report financial data or any material weakness
in the Company’s or any Subsidiary’s internal controls; or (2) any fraud,
whether or not material, that involves management or other employees of the Company or
any of its Subsidiaries who have a significant role in the Company’s or any
Subsidiary’s internal controls.  




        4.
Representations, Warranties and Covenants of the Investor.  




                4.1 Investor
Knowledge and Status. The Investor represents and warrants to, and covenants with,
the Company that: (i) the Investor is an “accredited investor” as defined in
Regulation D under the Securities Act, is knowledgeable, sophisticated and experienced in
making, and is qualified to make decisions with respect to, investments in securities
presenting an investment decision similar to that involved in the purchase of the Shares,
and has requested, received, reviewed and considered all information it deemed relevant
in making an informed decision to purchase the Shares; (ii) the Investor understands that
the Shares are “restricted securities” and have not been registered under the
Securities Act and is acquiring the number of Shares set forth in paragraph 3 of the
Stock Purchase Agreement in the ordinary course of its business and for its own account
for investment only, has no present intention of distributing any of such Shares and has
no arrangement or understanding with any other persons regarding the distribution of such
Shares (this representation and warranty is not limiting the Investor’s right to
sell Shares pursuant to the Registration Statement or pursuant to an exemption from the
registration requirements of the Securities Act, or other than with respect to any claim
arising out of a breach of this representation and warranty, the Investor’s right to
indemnification under Section 6.3); (iii) the Investor will not, directly or indirectly,
offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act, applicable state securities laws and the respective rules and
regulations promulgated thereunder; (iv) the Investor has filled out paragraph 4of
the Stock Purchase Agreement and the Investor Questionnaire attached hereto as Exhibit B
for use in preparation of the Registration Statement and the answers thereto are true and
correct as of the date hereof and will be true and correct as of the Closing Date; (v) if
necessary to comply with applicable securities laws, the Investor will notify the Company
promptly of any change in any of such information until such time as the Investor has
sold all of its Shares or until the Company is no longer required to keep the
Registration Statement effective; and (vi) the Investor has, in connection with its
decision to purchase the number of Shares set forth in paragraph 3 of the Stock Purchase
Agreement, relied only upon the representations and warranties of the Company contained
herein and the information contained in the SEC Reports. The Investor understands that
the issuance of the Shares to the Investor has not been registered under the Securities
Act, or registered or qualified under any state securities law, in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things, the
representations made by the Investor in this Agreement. No person other than the Company
is authorized by the Company to provide any representation that is inconsistent or in
addition to those contained herein or in the SEC Reports, and the Investor acknowledges
that it has not received or relied on any such representations.  




                4.2 International
Actions. The Investor acknowledges, represents and agrees that no action has been or
will be taken in any jurisdiction outside the United States by the Company or the
Placement Agent that would permit an offering of the Shares, or possession or
distribution of offering materials in connection with the issue of the Shares, in any
jurisdiction outside the United States. If the Investor is located outside the United
States, it has or will take all actions necessary for the sale of the Shares to comply
with all applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Shares or has in its possession or distributes any
offering material, in all cases at its own expense.  




                4.3 Transfer
of Shares; “Poison Pill.”The Investor agrees that it will not make any
sale, transfer or other disposition of the Shares (a “Disposition”)
other than Dispositions that are made pursuant to the Registration Statement or that are
exempt from registration under the Securities Act and, if made pursuant to the
Registration Statement, without complying with any applicable prospectus delivery
requirements. Investor acknowledges that the certificates representing the Shares will
bear a legend reflecting the restrictions on transfer. Investor also acknowledges that
the acquisition by it of beneficial ownership of more than 15% of the Company’s
outstanding Common Stock could lead to the issuance of Rights under the Company’s
Rights Agreement dated as of November 27, 1995, as amended.  




                4.4 Power
and Authority. The Investor represents and warrants to the Company that (i) the
Investor has full right, power, authority and capacity to enter into this Agreement and
to consummate the transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and (ii) this
Agreement constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as the
indemnification and contribution agreements of the Investors herein may be legally
unenforceable.  




                4.5 Short
Position. The Investor has not established any hedge or other position in the Common
Stock that is outstanding on the Closing Date and is designed to or could reasonably be
expected to lead to or result in a Disposition by the Investor. For purposes hereof, a
“hedge or other position” would include, without limitation, effecting any
short sale or having in effect any short position (whether or not such sale or position
is against the box and regardless of when such position was entered into) or any
purchase, sale or grant of any right (including, without limitation, any put or call
option, prepaid forward contract or other synthetic put or call option) with respect to
the Common Stock of the Company or with respect to any security (other than a broad-based
market basket or index) that includes, relates to or derives any significant part of its
value from the Common Stock.  




                4.6 No
Investment, Tax or Legal Advice. The Investor understands that nothing in the SEC
Reports, this Agreement, or any other materials presented to the Investor in connection
with the purchase and sale of the Shares constitutes legal, tax or investment advice. The
Investor has consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase of
Shares.  




                4.7 Confidential
Information. The Investor covenants that it will maintain in confidence the receipt
and content of any Suspension Notice (as defined in Section 6.2(c)) until such
information (a) becomes generally publicly available other than through a violation of
this provision by the Investor or its agents or (b) is required to be disclosed in
legal proceedings (such as by deposition, interrogatory, request for documents, subpoena,
civil investigation demand, filing with any governmental authority or similar process);
provided, however, that before making any disclosure in reliance on this Section 4.7, the
Investor will give the Company at least 15 days prior written notice (or such shorter
period as required by law) specifying the circumstances giving rise thereto and will
furnish only that portion of the non-public information which is legally required and
will exercise its best efforts to ensure that confidential treatment will be accorded any
non-public information so furnished.  




                4.8 Acknowledgments
Regarding Placement Agent. The Investor acknowledges that the Placement Agent has
acted solely as placement agent for the Company in connection with the Offering of the
Shares by the Company, that the information and data provided to the Investor in
connection with the transaction contemplated hereby has not been subjected to independent
verification by the Placement Agent, and that the Placement Agent has made no
representation or warranty whatsoever with respect to the accuracy or completeness of
such information, data or other related disclosure material. The Investor further
acknowledges that in making its decision to enter into this Agreement and purchase the
Shares, it has relied on its own examination of the Company and the terms of, and
consequences of holding, the Shares. The Investor further acknowledges that the
provisions of this Section 4.8, as well as the provisions of Section 4.1, are
also for the benefit of, and may be enforced by, the Placement Agent.  




                4.9 Additional
Acknowledgement. The Investor acknowledges that it has independently evaluated the
merits of the transactions contemplated by this Agreement, that it has independently
determined to enter into the transactions contemplated hereby, that it is not relying on
any advice from or evaluation by any other Investor (except to the extent such Investors
may have a common investment advisor). The Investor and, to its knowledge, the Company
acknowledge that the Investors have not taken any actions that would deem the Investors
to be members of a “group” for purposes of Section 13(d) of the Exchange Act.  




        5. Survival
of Representations, Warranties and Agreements. Notwithstanding           any
investigation made by any party to this Agreement or by the Placement Agent,
          all covenants, agreements, representations and warranties made by the Company
          and the Investor herein shall survive the execution of this Agreement, the
          delivery to the Investor of the Shares being purchased and the payment
therefor,           and a party’s reliance on such representations and warranties
shall not be           affected by any investigation made by such party or any
information developed           thereby.  




        6. Registration
of the Shares; Compliance with the Securities Act. 




        6.1 
     Registration Procedures and Expenses.  The Company shall: 




                (a) subject
to receipt of necessary information from the Investors, prepare and file           with
the Securities and Exchange Commission (“SEC”), within ten
          (10) Business Days after the Closing Date (the “Required Filing
          Date”), a Registration Statement on Form S-3 to enable the resale of
          the Shares by the Investors from time to time on the NYSE or in
          privately-negotiated transactions; provided, however, that Investor
acknowledges           that the Company may not be permitted to file a Registration
Statement on Form           S-3 from February 15, 2004 until such time as its financial
statements for the           year ended December 31, 2003 are available and have
been filed with the           SEC, and agrees that the Company may defer the filing in
order to ensure           compliance with Rule 3-12 of Regulation S-X;  




                (b) use
its best efforts, subject to receipt of necessary information from the
          Investors, to cause the Registration Statement to become effective as soon as
          practicable, but in no event later than sixty (60) days after the Registration
          Statement is filed by the Company. If the Registration Statement (i) has not
          been declared effective by the SEC on or before the date that is seventy-five
          (75) days after the Closing Date (the “Required Effective           Date”),
the Company shall, on the Business Day immediately following           the Required
Effective Date, as the case may be, and each 30th day           thereafter,
make a payment to the Investor as compensation for such delay           (together, the
“Late Registration Payments”) equal to 1% of the           Purchase
Price paid for the Shares then owned by the Investor until the           Registration
Statement declared effective by the SEC; provided, however, that in           no event
shall the payments made pursuant to this paragraph (b) if any, exceed           in the
aggregate 12% of such Purchase Price. Late Registration Payments will be
          prorated on a daily basis during each 30 day period and will be paid to the
          Investor by wire transfer or check within five Business Days after the earlier
          of (i) the end of each 30 day period following the Required Effective Date
          or (ii) the effective date of the Registration Statement;  




                (c) use
its best efforts to prepare and file with the SEC such amendments and
          supplements to the Registration Statement and the Prospectus used in connection
          therewith as may be necessary or advisable to keep the Registration Statement
          current and effective for a period ending on the earlier of (i) the second
          anniversary of the Closing Date, (ii) the date on which the Investor may sell
          Shares pursuant to paragraph (k) of Rule 144 under the Securities Act or any
          successor rule (“Rule 144”) or (iii) such time as all Shares
          purchased by such Investor in this Offering have been sold pursuant to a
          registration statement or Rule 144, and to notify each Investor promptly upon
          the Registration Statement and each post-effective amendment thereto, being
          declared effective by the SEC;  




                (d) furnish
to the Investor with respect to the Shares registered under the           Registration
Statement such number of copies of the Registration Statement and           the
Prospectus (including supplemental prospectuses) filed with the SEC in
          conformance with the requirements of the Securities Act and other such
documents           as the Investor may reasonably request, in order to facilitate the
public sale           or other disposition of all or any of the Shares by the Investor;  




                (e) make
any necessary blue sky filings;  




                (f) bear
all expenses (other than underwriting discounts and commissions, if any) in
          connection with the procedures in paragraph (a) through (e) of this Section 6.1
          and the registration of the Shares pursuant to the Registration Statement;  




                (g) advise
the Investors, promptly after it shall receive notice or obtain knowledge           of
the issuance of any stop order by the SEC delaying or suspending the
          effectiveness of the Registration Statement or of the initiation of any
          proceeding for that purpose; and it will promptly use its commercially
          reasonable best efforts to prevent the issuance of any stop order or to obtain
          its withdrawal at the earliest possible moment if such stop order should be
          issued; and  




                (h) With
a view to making available to the Investor the benefits of Rule 144 and any
          other rule or regulation of the SEC that may at any time permit the Investor to
          sell Shares to the public without registration, the Company covenants and
agrees           to use its commercially reasonable best efforts to: (i) make and keep
public           information available, as those terms are understood and defined in Rule
144,           until the earlier of (A) such date as all of the Investor’s Shares
qualify           to be resold pursuant to Rule 144(k) or any other rule of similar
effect or (B)           such date as all of the Investor’s Shares shall have been
resold; (ii) file           with the SEC in a timely manner all reports and other
documents required of the           Company under the Securities Act and under the
Exchange Act; and (iii) furnish           to the Investor upon request, as long as the
Investor owns any Shares, (A) a           written statement by the Company as to whether
it has complied with the           reporting requirements of the Securities Act and the
Exchange Act, (B) a copy of           the Company’s most recent Annual Report on
Form 10-K or Quarterly Report on           Form 10-Q, and (C) such other information as
may be reasonably requested in           order to avail the Investor of any rule or
regulation of the SEC that permits           the selling of any such Shares without
registration.  




        It
shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 6.1 that the Investor shall furnish to the Company such
information regarding itself, the Shares to be sold by Investor, and the intended method
of disposition of such securities as shall be reasonably requested by the Company to
effect the registration of the Shares.  




        The
Company understands that the Investor disclaims being an underwriter, but acknowledges
that a determination by the SEC that the Investor is deemed an underwriter shall not
relieve the Company of any obligations it has hereunder.  




                6.2
 Transfer of Shares After Registration; Suspension.  




                (a) The
Investor agrees that it will not effect any Disposition of the Shares or its
          right to purchase the Shares that would constitute a sale within the meaning of
          the Securities Act other than transactions exempt from the registration
          requirements of the Securities Act, except as contemplated in the Registration
          Statement referred to in Section 6.1 and as described below, and if necessary
to           comply with applicable securities laws that it will promptly notify the
Company           of any material changes in the information set forth in the
Registration           Statement regarding the Investor or its plan of distribution.  




                (b) Except
in the event that paragraph (c) below applies, the Company shall: (i) if           deemed
necessary or advisable by the Company, prepare and file from time to time           with
the SEC a post-effective amendment to the Registration Statement or a
          supplement to the related Prospectus or a supplement or amendment to any
          document incorporated therein by reference or file any other required document
          so that such Registration Statement will not contain an untrue statement of a
          material fact or omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading, and so that, as
          thereafter delivered to purchasers of the Shares being sold thereunder, such
          Prospectus will not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they were made,
          not misleading; (ii) provide the Investor copies of any documents filed
pursuant           to Section 6.2(b)(i); and (iii) upon request, inform each Investor who
so           requests that the Company has complied with its obligations in Section
6.2(b)(i)           (or that, if the Company has filed a post-effective amendment to the
          Registration Statement which has not yet been declared effective, the Company
          will notify the Investor to that effect, will use its commercially reasonable
          best efforts to secure the effectiveness of such post-effective amendment as
          promptly as possible and will promptly notify the Investor pursuant to Section
          6.2(b)(i) hereof when the amendment has become effective).  




                (c) Subject
to paragraph (d) below, in the event: (i) of any request by the SEC or           any
other federal or state governmental authority during the period of
          effectiveness of the Registration Statement for amendments or supplements to
the           Registration Statement or related Prospectus or for additional information;
(ii)           of the issuance by the SEC or any other federal or state governmental
authority           of any stop order suspending the effectiveness of the Registration
Statement or           the initiation of any proceedings for that purpose; (iii) of the
receipt by the           Company of any notification with respect to the suspension of
the qualification           or exemption from qualification of any of the Shares for sale
in any           jurisdiction or the initiation of any proceeding for such purpose; or
(iv) of           any event or circumstance which necessitates the making of any changes
in the           Registration Statement or Prospectus, or any document incorporated or
deemed to           be incorporated therein by reference, so that, in the case of the
Registration           Statement, it will not contain any untrue statement of a material
fact or omit           to state a material fact required to be stated therein or
necessary to make the           statements therein not misleading, and that in the case
of the Prospectus, it           will not contain any untrue statement of a material fact
or omit to state a           material fact required to be stated therein or necessary to
make the statements           therein, in the light of the circumstances under which they
were made, not           misleading; then the Company shall promptly deliver a
certificate in writing to           the Investor (the “Suspension Notice”)
to the effect of the           foregoing and, upon receipt of such Suspension Notice, the
Investor will refrain           from selling any Shares pursuant to the Registration
Statement (a           “Suspension”) until the Investor is advised in
writing by the           Company that the current Prospectus may be used, and has
received copies from           the Company of any additional or supplemental filings that
are incorporated or           deemed incorporated by reference in any such Prospectus. In
the event of any           Suspension, the Company will use its reasonable best efforts
to cause the use of           the Prospectus so suspended to be resumed as soon as
reasonably practicable           after delivery of a Suspension Notice to the Investors.
In addition to and           without limiting any other remedies (including, without
limitation, at law or at           equity) available to the Company and the Investor, the
Company and the Investor           shall be entitled to specific performance in the event
that the other party           fails to comply with the provisions of this Section
6.2(c).  




                (d) Notwithstanding
the foregoing paragraphs of this Section 6.2, the Company shall           use its
commercially reasonable best efforts to ensure that (i) a Suspension           shall not
exceed thirty (30) days individually, (ii) Suspensions covering no           more than 60
days, in the aggregate, shall occur during any twelve month period           and (iii)
each Suspension shall be separated by a period of at least thirty (30)           days
from a prior Suspension (each Suspension that satisfies the foregoing           criteria
being referred to herein as a “Qualifying           Suspension”). In the
event that there occurs a Suspension (or part           thereof) that does not constitute
a Qualifying Suspension, the Company shall pay           to the Investor, on the
thirtieth (30th) day following the first day           of such Suspension (or
the first day of such part), and on each thirtieth           (30th) day
thereafter, an amount equal to 1% of the Purchase Price           paid for the Shares
purchased by the Investor and not previously sold by the           Investor such payments
to be prorated on a daily basis during each 30 day period           and will be paid to
the Investor by wire transfer or check within five Business           Days after the end
of each 30 day period following; provided, however, that in           no event shall the
payments made pursuant to this paragraph (d) if any, exceed           in the aggregate
12% of such Purchase Price.  




                (e) If
a Suspension is not then in effect, the Investor may sell Shares under the
          Registration Statement, provided that it complies with any applicable
prospectus           delivery requirements. Upon receipt of a request therefor, the
Company will           provide an adequate number of current Prospectuses to the Investor
and to any           other parties reasonably requiring such Prospectuses.  




                (f) In
the event of a sale of Shares by the Investor, unless such requirement is
          waived by the Company in writing, the Investor must also deliver to the
          Company’s transfer agent, with a copy to the Company, a Certificate of
          Subsequent Sale substantially in the form attached hereto as Exhibit C or
          provide the transfer agent with another form of confirmation of prospectus
          delivery, so that the shares may be properly transferred.  




                (g) The
Company agrees that it shall, immediately prior to the Registration           Statement
being declared effective, deliver to its transfer agent an opinion           letter of
counsel, opining that at any time the Registration Statement is           effective, the
transfer agent may issue, in connection with the sale of the           Shares,
certificates representing such Shares without restrictive legend,           provided the
Shares are to be sold pursuant to the prospectus contained in the           Registration
Statement and the transfer agent receives a Certificate of           Subsequent Sale in
the form attached hereto as Exhibit C. Upon receipt of such           opinion, the
Company shall cause the transfer agent to confirm, for the benefit           of the
Investor, that no further opinion of counsel is required at the time of
          transfer in order to issue such Shares without restrictive legend.  




        The
Company shall cause its transfer agent to issue a certificate without any restrictive
legend to a purchaser of any Shares from the Investor, if no Suspension is in effect at
the time of sale, and (a) the sale of such Shares is registered under the Registration
Statement (including registration pursuant to Rule 415 under the Securities Act) and the
Investor has delivered a Certificate of Subsequent Sale to the Transfer Agent; (b) the
holder has provided the Company with an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public
sale or transfer of such Shares may be made without registration under the Securities
Act; or (c) such Shares are sold in compliance with Rule 144 under the Securities Act. In
addition, the Company shall remove the restrictive legend from any Shares held by the
Investor following the expiration of the holding period required by Rule 144(k) under the
Securities Act (or any successor rule).  




                6.3 
     Indemnification.  For the purpose of this Section 6.3: 




                (a) the
term “Selling Stockholder” shall mean the Investor, its
          executive officers and directors and each person, if any, who controls the
          Investor within the meaning of Section 15 of the Securities Act or Section 20
of           the Exchange Act;  




                (b) the
term “Registration Statement” shall include any final
          Prospectus, exhibit, supplement or amendment included in or relating to, and
any           document incorporated by reference in, the Registration Statement (or
deemed to           be a part thereof) referred to in Section 6.1; and  




                (c) the
term “untrue statement” shall mean any untrue statement or
          alleged untrue statement of a material fact, or any omission or alleged
omission           to state in the Registration Statement a material fact required to be
stated           therein or necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.  




                (d) The
Company agrees to indemnify and hold harmless each Selling Stockholder from           and
against any losses, claims, damages or liabilities to which such Selling
          Stockholder may become subject (under the Securities Act or otherwise) insofar
          as such losses, claims, damages or liabilities (or actions or proceedings in
          respect thereof) arise out of, or are based upon (i) any untrue statement of a
          material fact contained in the Registration Statement, (ii) any inaccuracy in
          the representations and warranties of the Company contained in this Agreement
or           the failure of the Company to perform its obligations hereunder or (iii) any
          failure by the Company to fulfill any undertaking included in the Registration
          Statement, and the Company will reimburse such Selling Stockholder for any
          reasonable legal expense or other actual accountable out of pocket expenses
          reasonably incurred in investigating, defending or preparing to defend any such
          action, proceeding or claim; provided, however, that the Company shall not be
          liable in any such case to the extent that such loss, claim, damage or
liability           arises out of, or is based upon, an untrue statement made in such
Registration           Statement in reliance upon and in conformity with written
information furnished           to the Company by or on behalf of such Selling
Stockholder specifically for use           in preparation of the Registration Statement,
or any material inaccuracy in           representations made by such Selling Stockholder
in the Investor Questionnaire           or the failure of such Selling Stockholder to
comply with its covenants and           agreements contained herein or any statement or
omission in any Prospectus that           is corrected in any subsequent Prospectus that
was delivered to the Selling           Stockholder prior to the pertinent sale or sales
by the Selling Stockholder.  




                (e) The
Investor agrees to indemnify and hold harmless the Company (and each person,           if
any, who controls the Company within the meaning of Section 15 of the
          Securities Act, each officer of the Company who signs the Registration
Statement           and each director of the Company) from and against any losses,
claims, damages           or liabilities to which the Company (or any such officer,
director or           controlling person) may become subject (under the Securities Act or
otherwise),           insofar as such losses, claims, damages or liabilities (or actions
or           proceedings in respect thereof) arise out of, or are based upon, (i) any
failure           by the Investor to comply with the covenants and agreements contained
herein or           (ii) any untrue statement of a material fact contained in the
Registration           Statement if, and only if, such untrue statement was made in
reliance upon and           in conformity with written information furnished by or on
behalf of the Investor           specifically for use in preparation of the Registration
Statement, and the           Investor will reimburse the Company (or such officer,
director or controlling           person, as the case may be), for any reasonable legal
expense or other           reasonable actual accountable out-of-pocket expenses
reasonably incurred in           investigating, defending or preparing to defend any such
action, proceeding or           claim. The obligation to indemnify shall be limited to
the net amount of the           proceeds received by the Investor from the sale of the
Shares pursuant to the           Registration Statement.  




                (f) Promptly
after receipt by any indemnified person of a notice of a claim or the           beginning
of any action in respect of which indemnity is to be sought against an
          indemnifying person pursuant to this Section 6.3, such indemnified person shall
          notify the indemnifying person in writing of such claim or of the commencement
          of such action, but the omission to so notify the indemnifying party will not
          relieve it from any liability which it may have to any indemnified party under
          this Section 6.3 (except to the extent that such omission materially and
          adversely affects the indemnifying party’s ability to defend such action)
          or from any liability otherwise than under this Section 6.3. Subject to the
          provisions hereinafter stated, in case any such action shall be brought against
          an indemnified person, the indemnifying person shall be entitled to participate
          therein, and, to the extent that it shall elect by written notice delivered to
          the indemnified party promptly after receiving the aforesaid notice from such
          indemnified party, shall be entitled to assume the defense thereof, with
counsel           reasonably satisfactory to such indemnified person. After notice from
the           indemnifying person to such indemnified person of its election to assume
the           defense thereof (unless it has failed to assume the defense thereof and
appoint           counsel reasonably satisfactory to the indemnified party), such
indemnifying           person shall not be liable to such indemnified person for any
legal expenses           subsequently incurred by such indemnified person in connection
with the defense           thereof; provided, however, that if there exists or shall
exist a conflict of           interest that would make it inappropriate, in the
reasonable opinion of counsel           to the indemnified person, for the same counsel
to represent both the           indemnified person and such indemnifying person or any
affiliate or associate           thereof, the indemnified person shall be entitled to
retain its own counsel (who           shall not be the same as the opining counsel) at
the expense of such           indemnifying person; provided, however, that no
indemnifying person shall be           responsible for the fees and expenses of more than
one separate counsel           (together with appropriate local counsel) for all
indemnified parties. In no           event shall any indemnifying person be liable in
respect of any amounts paid in           settlement of any action unless the indemnifying
person shall have approved the           terms of such settlement; provided that such
consent shall not be unreasonably           withheld. No indemnifying person shall,
without the prior written consent of the           indemnified person, effect any
settlement of any pending or threatened           proceeding in respect of which any
indemnified person is or could reasonably           have been a party and indemnification
could have been sought hereunder by such           indemnified person, unless such
settlement includes an unconditional release of           such indemnified person from
all liability on claims that are the subject matter           of such proceeding.  




                (g) If
the indemnification provided for in this Section 6.3 is unavailable to or
          insufficient to hold harmless an indemnified party under subsection (d) or (e)
          above in respect of any losses, claims, damages or liabilities (or actions or
          proceedings in respect thereof) referred to therein, then each indemnifying
          party shall contribute to the amount paid or payable by such indemnified party
          as a result of such losses, claims, damages or liabilities (or actions in
          respect thereof) in such proportion as is appropriate to reflect the relative
          fault of the Company on the one hand and the Investor on the other in
connection           with the statements or omissions or other matters which resulted in
such losses,           claims, damages or liabilities (or actions in respect thereof), as
well as any           other relevant equitable considerations. The relative fault shall
be determined           by reference to, among other things, in the case of an untrue
statement, whether           the untrue statement relates to information supplied by the
Company on the one           hand or the Investor on the other and the parties’ relative
intent,           knowledge, access to information and opportunity to correct or prevent
such           untrue statement. The Company and the Investor agree that it would not be
just           and equitable if contribution pursuant to this subsection (g) were
determined by           pro rata allocation (even if the Investors were treated as one
entity for such           purpose) or by any other method of allocation which does not
take into account           the equitable considerations referred to above in this
subsection (g). The           amount paid or payable by an indemnified party as a result
of the losses,           claims, damages or liabilities (or actions in respect thereof)
referred to above           in this subsection (g) shall be deemed to include any legal
or other expenses           reasonably incurred by such indemnified party in connection
with investigating           or defending any such action or claim. Notwithstanding the
provisions of this           subsection (g), the Investor shall not be required to
contribute any amount in           excess of the amount by which the net amount received
by the Investor from the           sale of the Shares to which such loss relates exceeds
the amount of any damages           which the Investor has otherwise been required to pay
to the Company by reason           of such untrue statement. No person guilty of
fraudulent misrepresentation           (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to           contribution from any person who was not
guilty of such fraudulent           misrepresentation. The Investors’ obligations in
this subsection to           contribute are several in proportion to their sales of
Shares to which such loss           relates and not joint.  




                (h) The
parties to this Agreement hereby acknowledge that they are sophisticated
          business persons who were represented by counsel during the negotiations
          regarding the provisions hereof including, without limitation, the provisions
of           this Section 6.3, and are fully informed regarding said provisions. They
further           acknowledge that the provisions of this Section 6.3 fairly allocate the
risks in           light of the ability of the parties to investigate the Company and its
business           in order to assure that adequate disclosure is made in the
Registration           Statement as required by the Securities Act and the Exchange Act.  





                6.4 Termination
of Conditions and Obligations. The conditions precedent imposed by Section 4 or this
Section 6 upon the transferability of the Shares shall cease and terminate as to any
particular number of the Shares when such Shares shall have been effectively registered
under the Securities Act and sold or otherwise disposed of in accordance with the
intended method of disposition set forth in the Registration Statement covering such
Shares or at such time as an opinion of counsel satisfactory to the Company shall have
been rendered to the effect that such conditions are not necessary in order to comply
with the Securities Act. The Company shall request an opinion of counsel promptly upon
receipt of a request therefor from Investor.  




                6.5 Information
Available. So long as the Registration Statement is effective covering the resale of
Shares owned by the Investor, the Company will furnish (or, to the extent such
information is available electronically through the Company’s filings with the SEC,
the Company will make available via the SEC’s EDGAR system) to the Investor:  




                (a) as
soon as practicable after it is available, one copy of (i) its Annual Report           to
Stockholders (which Annual Report shall contain financial statements audited           in
accordance with generally accepted accounting principles by a national firm           of
certified public accountants) and (ii) if not included in substance in the
          Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing,
in           each case, excluding exhibits);  





                (b) upon
the request of the Investor, all exhibits excluded by the parenthetical to
          subparagraph (a)(ii) of this Section 6.5 as filed with the SEC and all other
          information that is made available to stockholders; and  




                (c) upon
the reasonable request of the Investor, an adequate number of copies of the
          Prospectuses to supply to any other party requiring such Prospectuses; and the
          Company, upon the reasonable request of the Investor, will meet with the
          Investor or a representative thereof at the Company’s headquarters during
          the Company’s normal business hours to discuss all information relevant
for           disclosure in the Registration Statement covering the Shares and will
otherwise           reasonably cooperate with the Investor conducting an investigation
for the           purpose of reducing or eliminating the Investor’s exposure to
liability           under the Securities Act, including the reasonable production of
information at           the Company’s headquarters; provided, that the Company
shall not be           required to disclose any confidential information to or meet at
its headquarters           with the Investor until and unless the Investor shall have
entered into a           confidentiality agreement in form and substance reasonably
satisfactory to the           Company with the Company with respect thereto.  




                6.6 Public
Statements. The Company agrees to disclose on a Current Report on Form 8-K the
existence of the Offering and the material terms, thereof, including pricing, within one
(1) Business Day after it specifies the Closing Date in accordance with Section 2. Such
Current Report on Form 8-K shall include a form of this Agreement as an exhibit thereto.
The Company will not issue any public statement, press release or any other public
disclosure listing the Investor as one of the purchasers of the Shares without the
Investor’s prior written consent, except as may be required by applicable law or
rules of any exchange on which the Company’s securities are listed.  




                6.7 Limits
on Additional Issuances. The Company will not, for a period of six months following
the Closing Date offer for sale or sell any securities unless, in the opinion of the
Company’s counsel, such offer or sale does not jeopardize the availability of
exemptions from the registration and qualification requirements under applicable
securities laws with respect to the Offering. Except for the issuance of stock options
under the Company’s stock option plans, the issuance of common stock under the
Company’s employee stock purchase plan or upon exercise of outstanding options and
warrants, the issuance of common stock purchase warrants, and the offering contemplated
hereby, the Company has not engaged in any offering of equity securities during the six
months prior to the date of this Agreement. The foregoing provisions shall not prevent
the Company from filing a “shelf” registration statement pursuant to Rule 415
under the Securities Act, but the foregoing provisions shall apply to any sale of
securities thereunder.  




                6.8 Form D
Filing. The Company will file with the SEC a Notice of Sale of Securities on Form D
with respect to the Shares, as required under Regulation D under the Securities Act,
no later than fifteen (15) days after the Closing Date.  




        7.    Notices.
All notices, requests, consents and other communications           hereunder shall be
in writing, shall be delivered (A) if within the United           States, by first-class
registered or certified airmail, or nationally recognized           overnight express
courier, postage prepaid, or by facsimile, or (B) if from           outside the United
States, by International Federal Express (or comparable           service) or facsimile,
and shall be deemed given (i) if delivered by first-class           registered or
certified mail domestic, upon the Business Day received, (ii) if           delivered by
nationally recognized overnight carrier, one (1) Business Day after           timely
delivery to such carrier, (iii) if delivered by International Federal           Express
(or comparable service), two (2) Business Days after so mailed, (iv) if
          delivered by facsimile, upon electric confirmation of receipt and shall be
          addressed as follows, or to such other address or addresses as may have been
          furnished in writing by a party to another party pursuant to this paragraph:  




                (a) if
to the Company, to:  




	 	
CryoLife, Inc.

1655 Roberts Boulevard, NW

Kennesaw, Georgia  30144

Attention:    D. Ashley Lee

                     Vice President and Chief Financial Officer

Telephone:   (770) 419-3355

Facsimile:   (770) 590-3754






	 	
with
a copy to: 






	 	
Arnall
Golden Gregory LLP 
2800 One Atlantic Center 
1201 West Peachtree Street 
Atlanta, Georgia
30309-3450 
Attn: T. Clark Fitzgerald III 
Telephone: (404) 873-8622 
Facsimile: (404)
873-8623






                (b) if
to the Investor, at its address on the signature page to the Stock Purchase
          Agreement.  




        8. Entire
Agreement; Amendments; Waiver. This Agreement constitutes the           entire
agreement among the parties hereto with respect to the subject matter           hereof.
There are no restrictions, promises, representations, warranties or
          undertakings, other than those set forth or referred to herein. This Agreement
          supersedes all prior agreements and understandings among the parties hereto
with           respect to the subject matter hereof. This Agreement may not be modified
or           amended except pursuant to an instrument in writing signed by the Company
and           the Investor. Any waiver of a provision of this Agreement must be in
writing and           executed by the party against whom enforcement of such waiver is
sought.  




        9. Headings.
The headings of the various sections of this Agreement have           been inserted
for convenience of reference only and shall not be deemed to be           part of this
Agreement.  




        10. Severability.
If any provision contained in this Agreement is determined           to be invalid,
illegal or unenforceable in any respect, the validity, legality           and
enforceability of the remaining provisions contained herein shall not in any
          way be affected or impaired thereby.  




        11. Governing
Law. This Agreement shall be governed by, and construed in           accordance with,
the internal laws of the State of New York, without giving           effect to the
principles of conflicts of law.  




        12. Counterparts.
This Agreement may be executed in two or more counterparts,           each of which
shall constitute an original, but all of which, when taken           together, shall
constitute but one instrument, and shall become effective when           counterparts
have been signed by each party hereto and delivered to the other           parties.  










EXHIBIT A 



CryoLife, Inc. 



STOCK CERTIFICATE
QUESTIONNAIRE 



        Pursuant
to Section 4 of the Agreement, please provide us with the following information: 


	1.	The exact name in which your Shares are to be registered

(this is the name that will appear on your stock
certificate(s)).  You may use a nominee name if appropriate:
	________________________
	 	 	 
	2.	The relationship between the Investor and the registered

holder listed in response to item 1 above:
	________________________

	 	 	 
	3.	The mailing address of the registered holder listed in 

response to item 1 above:
	________________________

	 	 	 
	4.	The Social Security Number or Tax Identification Number of

the registered holder listed in the response to item 1

above:
	________________________














EXHIBIT B 



CryoLife, Inc. 



CONFIDENTIAL INVESTOR
QUESTIONNAIRE 



To: CryoLife, Inc., 



        This
Investor Questionnaire (“Questionnaire”) must be completed by each
potential investor in connection with the offer and sale of the shares of the common
stock, par value $.01 per share (the “Shares”), of CryoLife, Inc. (the
“Company”). The Shares are being offered and sold by the Company without
registration under the Securities Act of 1933, as amended (the “Securities
Act”), and the securities laws of certain states, in reliance on the exemptions
contained in Section 4 of the Securities Act and on Regulation D promulgated thereunder
and in reliance on similar exemptions under applicable state laws. The Company must
determine that a potential investor meets certain suitability requirements before offering
or selling Shares to such investor. The purpose of this Questionnaire is to assure the
Company that each investor will meet the applicable suitability requirements and obtain
information required for the registration of resale of the Shares. The information
supplied by you will be used in determining whether you meet such criteria, and reliance
upon the private offering exemption from registration is based in part on the information
herein supplied. 



        This
Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy
any security. Your answers will be kept strictly confidential. However, by signing this
Questionnaire you will be authorizing the Company to provide a completed copy of this
Questionnaire to such parties as the Company deems appropriate in order to ensure that the
offer and sale of the Shares will not result in a violation of the Securities Act or the
securities laws of any state and that you otherwise satisfy the suitability standards
applicable to purchasers of the Shares, and to provide certain of the information as
required for the registration of the Shares for resale. All potential investors must
answer all applicable questions and complete, date and sign this Questionnaire. Please
print or type your responses and attach additional sheets of paper if necessary to
complete your answers to any item. 



A. BACKGROUND INFORMATION 



Name: __________________________________________________________________________

Business Address: ______________________________________________________________
                                      (Number and Street)

________________________________________________________________________________
(City)                           (State)                              (Zip Code)

Telephone Number:  (         )__________________________________________________

Residence Address: _____________________________________________________________
                                     (Number and Street)

________________________________________________________________________________
(City)                           (State)                              (Zip Code)

Telephone Number:  (         )__________________________________________________

If an individual:

Age:______      Citizenship:__________     Where registered to vote:____________

If a corporation, partnership, limited liability company, trust or other entity:

Type of entity: ________________________________________________________________

State of formation:______________         Date of formation: ___________________

Social Security or Taxpayer Identification No. _________________________________

Send all correspondence to (check one):  ___ Residence Address
                                         ___ Business Address




B. STATUS AS ACCREDITED
INVESTOR 



The undersigned is an
“accredited investor” as such term is defined in Regulation D under the
Securities Act, because at the time of the sale of the Shares the undersigned falls within
one or more of the following categories (Please initial one or more, as applicable): 



_____ (1) a bank as defined in
Section 3(a)(2) of the Securities Act, or a savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of
the Securities Act; an investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section 2(a)(48) of that act; a Small
Business Investment Company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and
maintained by a state, its political subdivisions, or any agency or instrumentality of a
state or its political subdivisions for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings
and loan association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with the investment decisions made solely by persons that are accredited
investors;1 



_____    (2)      a private
 business  development  company  as defined in  Section  202(a)(22)  of the  Investment
Advisers Act of 1940; 



_____ (3) an organization described
in Section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of acquiring
the Shares offered, with total assets in excess of $5,000,000; 



_____ (4) a natural person whose
individual net worth, or joint net worth with that person’s spouse, at the time of
such person’s purchase of the Shares exceeds $1,000,000; 



_____ (5) a natural person who had an
individual income in excess of $200,000 in each of the two most recent years or joint
income with that person’s spouse in excess of $300,000 in each of those years and has
a reasonable expectation of reaching the same income level in the current year; 



_____ (6) a trust, with total assets
in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares
offered, whose purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) of Regulation D; and 



_____    (7)      an entity in which
all of the equity owners are accredited investors (as defined above). 










1 As used in this Questionnaire, the
term “net worth” means the excess of total assets over total liabilities. In
computing net worth for the purpose of subsection (4), the principal residence of the
investor must be valued at cost, including cost of improvements, or at recently appraised
value by a professional appraiser. In determining income, the investor should add to the
investor’s adjusted gross income any amounts attributable to tax exempt income
received, losses claimed as a limited partner in any limited partnership, deductions
claimed for depreciation, contributions to an IRA or KEOGH retirement plan, alimony
payments, and any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income. 



C. REPRESENTATIONS 



The undersigned hereby represents and
warrants to the Company as follows: 



         1.       
          Any purchase of the Shares would be solely for the account of the undersigned
          and not for the account of any other person or with a view to any resale,
          fractionalization, division, or distribution thereof. 



         2.       
          The information contained herein is complete and accurate and may be relied upon
          by the Company, and the undersigned will notify the Company immediately of any
          material change in any of such information occurring prior to the closing, if
          any, with respect to the purchase of Shares by the undersigned or any
          co-purchaser. 



         3.       
          There are no pending suits, litigation, or claims against the undersigned that
          could materially affect the net worth of the undersigned as reported in this
          Questionnaire. 



         4.       
          The undersigned acknowledges that, as provided in Section 6.2 of the Stock
          Purchase Agreement executed concurrently herewith by Investor, there may
          occasionally be times when the Company, based on the advice of its counsel,
          determines that it must suspend the use of the Prospectus forming a part of the
          Registration Statement (as such terms are defined in the Stock Purchase
          Agreement to which this Questionnaire is attached) until such time as an
          amendment to the Registration Statement has been filed by the Company and
          declared effective by the Securities and Exchange Commission or until the
          Company has amended or supplemented such Prospectus. The undersigned is aware
          that, in such event, the Shares will not be subject to ready liquidation, and
          that any Shares purchased by the undersigned would have to be held during such
          suspension. The overall commitment of the undersigned to investments which are
          not readily marketable is not excessive in view of the undersigned’s net
          worth and financial circumstances, and any purchase of the Shares will not cause
          such commitment to become excessive. The undersigned is able to bear the
          economic risk of an investment in the Shares. 



         5.       
          The undersigned has carefully considered the potential risks relating to the
          Company and a purchase of the Shares and fully understands that the Shares are
          speculative investments which involve a high degree of risk of loss of the
          undersigned’s entire investment. Among others, the undersigned has
          carefully considered each of the risks described in the Company’s Annual
          Report on Form 10-K for the year ended December 31, 2002 and Quarterly
          Report on Form 10-Q for the quarter ended September 30, 2003. 



         6.       
          The following is a list of all states and other jurisdictions in which blue sky
          or similar clearance will be required in connection with the undersigned’s
          purchase of the Shares: 















The undersigned agrees to notify the
Company in writing of any additional states or other jurisdictions in which blue sky or
similar clearance will be required in connection with the undersigned’s purchase of
the Shares. 



D. ADDITIONAL
INFORMATION FOR THE REGISTRATION STATEMENT. 



	 	
Relationship
with the Company. Except as set forth below, to the best of Investor’s knowledge
neither the undersigned nor any of its affiliates, directors or principal equity holder
(5% or more) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years. 






        State
any exceptions here: 



     



     



     





	 	
Plan
of Distribution. Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Shares listed in Registration Statement only as
follows (if at all): Such Shares may be sold from time to time directly by the undersigned
or alternatively through underwriters or broker-dealers or agents. If the Shares are sold
through underwriters or broker-dealers, the Investor will be responsible for underwriting
discounts or commissions or agent’s commissions. Such Shares may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale, or at negotiated prices. Such sales may be
effected in transactions (which may involve block transactions) (i) on any national
securities exchange on which the Registrable Securities may be listed or quoted at the
time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market or (iv) through the writing
of options, whether such options are listed on an options exchange or otherwise; (v)
ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers; (vi) block trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to facilitate the
transaction; (vii) purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; (viii) an exchange distribution in accordance with the
rules of the applicable exchange; (ix) privately negotiated transactions; (x) short sales,
swamps or other derivative shares at a stipulated price per share; (xii) pursuant to Rule
144; (xiii) a combination of any such methods of sale; and (xiv) any other method
permitted pursuant to applicable law. In connection with sales of the Shares or otherwise,
the undersigned may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the Shares, short and deliver Shares to close out such short
positions, or loan or pledge Shares to broker-dealers that in turn may sell such
securities. 






        State
any exceptions here: 



     



     



     



Note:    In no event may such
method(s) of  distribution  take the form of an  underwritten  offering of the Shares
without the prior agreement of the Company. 



        In
accordance with the undersigned’s obligation under the Stock Purchase Agreement to
provide information by law for inclusion in the Registration Statement, the undersigned
agrees to promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while the
Registration Statement remains effective. 



        By
signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Paragraph A and C above and the inclusion of such information in
the Registration Statement and the related Prospectus. The undersigned understands that
such information will be relied upon by the Company in connection with the preparation or
amendment of the Registration Statement and the related prospectus and that the Company
shall provide Investor with a reasonable opportunity to review a draft of such
Registration Statement, Prospectus, or any such amendment, (with regard to the information
set forth therein regarding Investor ) prior to filing the same with the SEC. 




IN WITNESS WHEREOF, the undersigned
has executed this Questionnaire this _____ day of __________, 2004, and declares under
oath that it is truthful and correct. 




	 	Print Name

	 	 
	 	By: ____________________________________________

	 	Signature
	 	 
	 	Title: ___________________________________________
	 	(required   for  any   purchaser   that  is  a corporation,   partnership,
   trust  or  other entity)

		












EXHIBIT C 



CryoLife, Inc. 



CERTIFICATE OF
SUBSEQUENT SALE 



American Stock Transfer
& Trust Company
Compliance Department

40 Wall Street 

New York, NY 10005

Attention: Mr. Isaac Freilich 



	 	         RE:  	Sale
of Shares of Common  Stock of  CryoLife,  Inc.  (the  "Company")  pursuant to the
 Company's                   Prospectus dated _______________, 2004 (the "Prospectus") 






Dear Sir/Madam: 



        The
 undersigned  hereby  certifies,  in connection with the sale of shares of Common Stock
of the Company included  in the  table of  Selling  Stockholders  in the  Prospectus,
 that the  undersigned  has sold the  Shares pursuant to the Prospectus and in a manner
 described  under the caption "Plan of  Distribution"  in the Prospectus and that such
sale complies with all applicable  securities laws,  including,  without  limitation,
 the Prospectus delivery requirements of the Securities Act of 1933, as amended. 




	 	
Selling
Stockholder (the beneficial owner): ___________________________________________ 






	 	
Record
Holder (e.g., if held in name of nominee): ___________________________________________ 






	 	
Restricted
Stock Certificate No.(s): ___________________________________________ 






	 	
Number
of Shares Sold: ___________________________________________ 






	 	
Date
of Sale: ___________________________________________ 






        In
the event that you receive a stock  certificate(s)  representing  more shares of Common
Stock than have been sold by the  undersigned,  then you should  return to the
 undersigned  a newly  issued  certificate  for such excess  shares in the name of the
Record  Holder and BEARING A  RESTRICTIVE  LEGEND.  Further,  you should  place a stop
transfer on your records with regard to such certificate. 



	Dated: ____________________	Very truly yours,
	 	 
		
	 	By: _________________________________________
	 	 
	 	Print Name: ___________________________________
	 	 
	cc:    CryoLife, Inc.

   1655 Roberts Boulevard, NW

   Kennesaw, Georgia  30144

   Attention:  D. Ashley Lee

                   Vice President and Chief

                   Financial Officer

   Telephone:  (770) 419-3355

   Facsimile:   (770) 590-3754
	Title:________________________________________














EXHIBIT D 



FORM OF LEGAL OPINION 



____________, 2004 



To:      The Investors in the Shares
of Common Stock of CryoLife, Inc. 



Ladies and Gentlemen: 



        We
have acted as counsel for CryoLife, Inc., a Florida corporation (the “Company”),
in connection with the issuance of __________ shares (the “Shares”) of the
Company’s Common Stock, $.01 par value per share, pursuant to those certain Stock
Purchase Agreements, dated as of ___________, 2004, including the annex and exhibits
thereto (collectively, the “Agreements”), between the Company and the Investors
named therein. This opinion is being delivered to you pursuant to Section 2 of Annex I
attached to the Agreements. Capitalized terms used herein are as defined in the Agreements
unless otherwise specifically provided herein. 



        We
have examined such documents and have reviewed such questions of law as we have considered
necessary or appropriate for the purpose of this opinion. 



        In
rendering our opinion below, we have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, and the conformity to authentic
originals of all documents submitted to us as copies. We have also assumed the legal
capacity for all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements and instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to execute, deliver
and perform such agreement or instruments, that such agreements or instruments have been
duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to our opinion,
we have relied, without independent verification, on the representations and warranties
contained in the Agreement and on certificates of officers of the Company and public
officials. 



        Our
opinions expressed below as to certain factual matters are qualified as being limited
“to our knowledge” or by other words to the same or similar effect. Such words,
as used herein, mean the information known to the attorneys in this firm who have
represented the Company in connection with the matters addressed herein. In rendering such
opinions, we have not conducted any independent investigation or consulted with other
attorneys in our firm with respect to the matters covered by the Agreements. No inference
as to our knowledge with respect to such matters should be drawn from the fact of our
representation of the Company. 



        Based
on the foregoing, we are of the opinion that: 



          		    1.       
               The Company is a corporation incorporated, validly existing and in good standing
               under the laws of the State of Florida, with the corporate power to conduct its
               business as described in its filings with the Securities and Exchange
               Commission. The Company has the corporate power and authority to execute,
               deliver and perform the Agreement including, without limitation, the issuance
               and sale of the Shares. 



               



          		    2.       
               The Agreements have been duly authorized by all requisite corporate action,
               executed and delivered by the Company. The Agreements constitute the valid and
               binding agreement of the Company enforceable against it in accordance with their
               terms. 



               



          		    3.       
               The Shares have been duly authorized and, upon issuance, delivery and payment
               therefor as described in the Agreements, will be validly issued, fully paid and
               nonassessable. 



               



          		    4.       
               As of the date hereof, the authorized capital stock of the Company consists of
               5,000,000 shares of Preferred Stock, par value $.01 per share, of which
               2,000,000 shares have been designated as Series A Junior Participating
               Preferred Stock, par value $.01 per share, and 75,000,000 shares of Common
               Stock, par value $.01 per share. 



               



          		    5.       
               The execution, delivery and performance of the Agreements and the issuance and
               sale of the Shares in accordance with the Agreements will not: (a) violate or
               conflict with, or result in a breach of or default under, the Articles of
               Incorporation or bylaws of the Company, (b) violate or conflict with, or
               constitute a default under any material agreement or instrument (limited, with
               your consent, to agreements filed with the Securities and Exchange Commission
               under the Exchange Act and applicable rules and regulations) to which the
               Company is a party, or (c) violate any law of the United States or the State of
               Florida, any rule or regulation of any governmental authority or regulatory body
               of the United States or the State of Florida, or any judgment, order or decree
               known to us as of the date hereof and applicable to the Company of any court,
               governmental authority or arbitrator. 



               



          		    6.       
               To our knowledge, no consent, approval, authorization or order of, and no notice
               to or filing with, any governmental agency or body or any court is required to
               be obtained or made by the Company for the issue and sale of the Shares pursuant
               to the Agreements, except such as have been obtained or made, the filing of a
               Form D, and such as may be required under the Blue Sky laws of the various
               states. 



               



          		    7.       
               Assuming the representations set forth in the Agreements and the annexes and
               exhibits thereto are true and correct and subject to the Placement Agent’s
               compliance with limitations on general solicitation, the offer, sale, issuance
               and delivery of the Shares to the Investors, in the manner contemplated by the
               Agreements, does not need to be registered under the Securities Act, it being
               understood that no opinion is expressed as to any subsequent resale of such
               shares. 



               



          		    8.       
               The Company is currently eligible to register the resale of Common Stock by the
               Investors on a registration statement on Form S-3 under the Securities Act. 



               



          		    9.       
               We know of no pending or overtly threatened lawsuit or claim against the Company
               which was required to be described in the reports previously filed or required
               to be filed by the Company with the Securities and Exchange Commission under the
               Exchange Act which has not been previously so disclosed. 



               



        Although
we are not passing upon and have not independently checked or verified the accuracy,
completeness or fairness of the statements contained in the SEC Reports, we advise you
that we did not, and do not have actual knowledge, as of the date of the Agreements or the
date hereof, that the SEC Reports (except as to the financial statements, including the
notes thereto and related schedules and other financial, statistical and accounting data
included or incorporated by reference therein or which should have been included or
incorporated by reference therein, as to which we are not called upon to and do not advise
you), when taken as a whole, contained, at their time of filing, except with respect to
information that has been amended, supplemented or updated, which is as of the dates of
such amendments, supplements, or updates set forth in the SEC Reports, an untrue statement
of a material fact or omitted, at their time of filing, to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 



        The
opinions set forth above are subject to the following qualifications and exceptions: 



          		    (a)       
               Our opinion in paragraph 2 above is subject to the effect of any applicable
               bankruptcy, insolvency, reorganization, moratorium or other similar laws of
               general application affecting creditors’ rights. 



               



          		    (b)       
               Our opinion in paragraph 2 above is subject to the effect of general
               principles of equity, including (without limitation) concepts of materiality,
               reasonableness, good faith and fair dealing, and other similar doctrines
               affecting the enforceability of agreements generally (regardless of whether
               considered in a proceeding in equity or at law). 



               



          		    (c)       
               Our opinion in paragraph 2 above, insofar as it relates to indemnification
               provisions, is subject to the effect of federal and state securities laws and
               public policy relating thereto. 



               



          		    (d)       
               We express no opinion as to the compliance or the effect of noncompliance by the
               Investors with any state or federal laws or regulations applicable to the
               Investors in connection with the transactions described in the Agreement. 



               



        Our
opinions expressed above are limited to the Florida Business Corporation Act, the laws of
the State of New York and the federal laws of the United States of America. We have
assumed for purposes of our opinion that the laws of the State of New York are identical
to the laws of the State of Georgia; provided, however, that we have not independently
verified that the laws of the State of New York are similar in relevant respects to the
laws of the State of Georgia. 



        The
foregoing opinions are as of the date hereof and are being furnished to you solely for
your benefit and may not be relied upon by any other person without our prior written
consent. Notwithstanding the foregoing, Piper Jaffray & Co. may rely on the
opinions herein expressed as if this letter were addressed to it. 



        Very
truly yours,