SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):  March 5, 1997


                                 CRYOLIFE, INC.
               (Exact name of registrant as specified in charter)


                         Commission File Number 0-21104

         Florida                                       59-2417093
(State or other jurisdiction of              (IRS Employer Identification No.)
       incorporation)




     1655 Roberts Boulevard, N.W.
           Kennesaw, Georgia                                  30144
(Address of principal executive offices)                    (Zip Code)




        Registrant's telephone number including area code  (770) 419-3355



  (Former name or former address, if changed since last report) Not Applicable















ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS


     On March 5, 1997, Ideas For Medicine,  Inc., a Florida corporation ("IFM"),
was merged with and into CryoLife Acquisition Corporation, a Florida corporation
("Newco")  wholly-owned  by  CryoLife,  Inc.  (the  "Company"),  pursuant  to an
Agreement  and  Plan of  Merger  ("Merger  Agreement").  IFM is a  Florida-based
medical device company  specializing  in the  manufacture  and  distribution  of
single use cardiovascular and vascular products.

     In  consideration of the merger and pursuant to the Merger  Agreement,  the
former stockholders of IFM received an aggregate  consideration of $9.5 million,
consisting of $4,500,001 in cash and a convertible subordinated debenture in the
principal amount of $4,999,999.  Additional consideration in an aggregate amount
of not more than $1.75 million in cash shall be payable to IFM stockholders upon
the  achievement  of  certain  performance  goals  following  the  closing.  The
consideration given to acquire the business of IFM was determined as a result of
arm's-length negotiations between unrelated parties.

     The description of the merger contained herein is qualified in its entirety
by  reference to the  Agreement  and Plan of Merger dated as of March 5, 1997 by
and among the Company, Newco, IFM and the stockholders of IFM attached hereto as
Exhibit 2.1 and incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements.

     As  of  the  date  of  filing  this  Current  Report  on  Form  8-K,  it is
impracticable  for the Company to provide the financial  statements  required by
Item  7(a) of Form  8-K.  In  accordance  with Item  7(a)(4)  of Form 8-K,  such
financial  statements shall be filed by amendment to this Form 8-K no later than
60 days after March 20, 1997.

     (b) Pro Forma Financial Information.

     As  of  the  date  of  filing  this  Current  Report  on  Form  8-K,  it is
impracticable  for the  Company to provide the pro forma  financial  information
required by Item 7(b) of Form 8-K. In accordance  with Item 7(a)(4) of Form 8-K,
such financial  statements shall be filed by amendment to this Form 8-K no later
than 60 days after March 20, 1997.




                                      -1-







     (c) Exhibits.

Exhibit
Number                              Description
- ------                              ____________                        
2.1*         Agreement and Plan of Merger dated as of March 5, 1997 among
             the Company, Ideas For Medicine, Inc. ("IFM") and Stockholders
             of IFM.


- -----------------------


     * IN ACCORDANCE WITH ITEM 601(b)(2) OF REGULATION S-K, THE SCHEDULES HAVE
BEEN OMITTED AND A LIST BRIEFLY DESCRIBING THE SCHEDULES IS CONTAINED AT THE END
OF THE EXHIBIT. THE COMPANY WILL FURNISH SUPPLEMENTALLY A COPY OF ANY OMITTED
SCHEDULE TO THE COMMISSION UPON REQUEST.





                                      -2-







                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 CRYOLIFE, INC.



Date:  March 19, 1997                        By: /s/    Edwin B. Cordell, Jr.
                                                  -----------------------------
                                                        Edwin B. Cordell, Jr.
                                                        Chief Financial Officer







                                      -3-




                                  EXHIBIT INDEX

Exhibit
Number                                      Description
- ------                                      -----------
2.1*          Agreement and Plan of Merger dated as of March 5, 1997 among
              the Company, Ideas For Medicine, Inc. ("IFM") and Stockholders
              of IFM.


- ------------------------

     * IN ACCORDANCE WITH ITEM 601(b)(2) OF REGULATION S-K, THE SCHEDULES HAVE
BEEN OMITTED AND A LIST BRIEFLY DESCRIBING THE SCHEDULES IS CONTAINED AT THE END
OF THE EXHIBIT. THE COMPANY WILL FURNISH SUPPLEMENTALLY A COPY OF ANY OMITTED
SCHEDULE TO THE COMMISSION UPON REQUEST.













                                   EXHIBIT 2.1










                          AGREEMENT AND PLAN OF MERGER





                            DATED AS OF MARCH 5, 1997





                                      AMONG

                            IDEAS FOR MEDICINE, INC.,
                  J. CRAYTON PRUITT, SR., M.D., THOMAS BENHAM,
                  THOMAS ALEXANDRIS, TOM JUDGE, NATALIE JUDGE,
                  HELEN WALLACE, J. CRAYTON PRUITT, JR., M.D.,
                               AND JOHANNA PRUITT,

                                 CRYOLIFE, INC.

                                       AND

                        CRYOLIFE ACQUISITION CORPORATION









                          AGREEMENT AND PLAN OR MERGER
                   IDEAS FOR MEDICINE INC. AND CRYOLIFE, INC.


ARTICLE 1         DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.................  1
         1.1.     Defined Terms..............................................  1
         1.2.     Principles of Construction.................................  5

ARTICLE 2         THE MERGER.................................................  6
         2.1.     The Merger.................................................  6
         2.2.     Effective Time.............................................  6
         2.3.     Effect of the Merger.......................................  6
         2.4.     Subsequent Actions.........................................  6
         2.5.     Certificate of Incorporation; By-Laws; 
                  Directors and Officers.....................................  6

ARTICLE 3         MERGER CONSIDERATION.......................................  7
         3.1.     Merger Consideration.......................................  7
         3.2.     Distributions of Closing Consideration.....................  8
         3.3.     Closing....................................................  8
         3.4.     Allocation.................................................  8

ARTICLE 4         ADDITIONAL COVENANTS.......................................  8
         4.1.     Consents...................................................  8
         4.2.     Consulting Agreement.......................................  8
         4.3.     Conduct of Business by IFM Pending Merger..................  8
         4.4.     Expenses................................................... 10
         4.5.     Notification of Certain Matters............................ 10
         4.6.     Public Announcements....................................... 11
         4.7.     No Negotiations............................................ 11
         4.8.     Confidentiality............................................ 11
         4.9.     Termination of Stock Rights................................ 12
         4.10.    Disclosures Required by Law................................ 12
         4.11.    Facilities Agreements...................................... 12
         4.12.    CryoLife's Access and Inspection........................... 12
         4.13.    Non-Competition Agreements................................. 12
         4.14.    Short Term Tax Returns..................................... 12

ARTICLE 5         REPRESENTATIONS AND WARRANTIES OF IFM...................... 13
         5.1.     Organization and Authority of IFM.......................... 13
         5.2.     Corporate Power and Authority; Due Authorization........... 13
         5.3.     Sufficiency of Assets...................................... 14
         5.4.     No Conflict; Required Consents............................. 14
         5.5.     Capitalization............................................. 14
         5.6.     Compliance with Laws....................................... 14
         5.7.     Licenses and Permits....................................... 15
         5.8.     Financial Information...................................... 15






         5.9.     No Undisclosed Liabilities................................. 16
         5.10.    Absence of Certain Changes................................. 16
         5.11.    Taxes...................................................... 17
         5.12.    Title to Properties; Encumbrances.......................... 18
         5.13.    Vehicles; Fixed Assets..................................... 18
         5.14.    Inventory.................................................. 18
         5.15.    Trade Payables; Accrued Expenses........................... 18
         5.16.    Accounts Receivable........................................ 19
         5.17.    Contracts and Commitments.................................. 19
         5.18.    Leases..................................................... 19
         5.19.    Intellectual Property Rights; Employee Restrictions........ 19
         5.20.    Litigation................................................. 20
         5.21.    Employee Benefit Plans..................................... 21
         5.22.    Union; Labor............................................... 23
         5.23.    Immigration Matters........................................ 23
         5.24.    Hazardous Substance........................................ 24
         5.25.    Insurance.................................................. 25
         5.26.    Certain Other Contracts.................................... 25
         5.27.    Bank Accounts.............................................. 25
         5.28.    Advisors Fees.............................................. 25
         5.29.    Complete Documentation..................................... 25
         5.30.    Disclosure................................................. 26

ARTICLE 6         REPRESENTATIONS AND WARRANTIES OF CRYOLIFE AND
                  NEWCO...................................................... 26
         6.1.     Organization of CryoLife and Newco......................... 26
         6.2.     Corporate Power and Authority; Due Authorization........... 26
         6.3.     No Conflict; Consents...................................... 26
         6.4.     Brokers Fees and Expenses.................................. 27
         6.5.     Shares to be Delivered..................................... 27
         6.6.     Accuracy of Securities Filings............................. 27
         6.7.     Approvals.................................................. 27
         6.8.     Accuracy of Representations................................ 28
         6.9.     Access to Information...................................... 28
         6.10.    Disclosure................................................. 28

ARTICLE 7         INDEMNIFICATION............................................ 28
         7.1.     Indemnification by Stockholders............................ 28
         7.2.     Indemnification by CryoLife................................ 29
         7.3.     Provisions Regarding Indemnification....................... 29
         7.4.     Survival................................................... 29

ARTICLE 8         CONDITIONS TO OBLIGATIONS OF CRYOLIFE AND NEWCO
         TO CLOSE............................................................ 30
         8.1.     Representations and Warranties True at Closing............. 30
         8.2.     Obligations Performed...................................... 30









         8.3.     Consents................................................... 30
         8.4.     Closing Deliveries......................................... 30
         8.5.     No Challenge............................................... 31
         8.6.     No Investigations of IFM or Business....................... 31
         8.7.     No Material Adverse Effect................................. 31
         8.8.     Securities Laws............................................ 31
         8.9.     Approval................................................... 31
         8.10.    Revised Schedules.......................................... 31
         8.11.    Legality................................................... 32
         8.12.    Regulatory Matters......................................... 32
         8.13.    Repayment of Debts......................................... 32
         8.14.    Termination of Stock Rights................................ 32
         8.15.    Releases................................................... 32
         8.16.    Facilities................................................. 32

ARTICLE 9         CONDITIONS TO IFM'S AND STOCKHOLDERS' OBLIGATIONS.......... 32
         9.1.     Representations and Warranties True at Closing............. 32
         9.2.     Obligations Performed...................................... 33
         9.3.     Closing Deliveries......................................... 33
         9.4.     No Challenge............................................... 33

ARTICLE 10        PROVISIONS REGARDING THE DEBENTURE......................... 34
         10.1.    Representations by the Debenture Holder.................... 34
         10.2.    Covenants of the Debenture Holder.......................... 34
         10.3.    Legend, etc................................................ 34
         10.4.    Due Diligence.............................................. 34
         10.5.    Registration............................................... 34
         10.6.    Expenses of Offering....................................... 35
         10.7.    Registration Procedures and Expenses....................... 35
         10.8.    Limitation on Obligations to Register...................... 35
         10.9.    Indemnification............................................ 36
         10.10.  Investment Representations.................................. 37
         10.11.  Compliance with Securities Laws............................. 37

ARTICLE 11        TERMINATION................................................ 38
         11.1.    Termination................................................ 38
         11.2.    Effects of Termination..................................... 38

ARTICLE 12        MISCELLANEOUS PROVISIONS................................... 38
         12.1.    Risk of Loss............................................... 38
         12.2.    Severability............................................... 39
         12.3.    Modification............................................... 39
         12.4.    Assignment, Survival and Binding Agreement................. 39
         12.5.    Counterparts............................................... 39
         12.6.    Notices.................................................... 39
         12.7.    Entire Agreement; No Third Party Beneficiaries............. 40









         12.8.    Governing Law; Jurisdiction and Venue...................... 40
         12.9.    Mutual Contribution........................................ 40
         12.10. Attorney's Fees.............................................. 40
         12.11. Further Assurances........................................... 40









                          AGREEMENT AND PLAN OF MERGER


     This  AGREEMENT  AND  PLAN OF  MERGER,  dated  as of  March  5,  1997  (the
"Agreement"),  among IDEAS FOR MEDICINE,  INC., an Florida corporation  ("IFM"),
CRYOLIFE,  INC.,  a  Florida  corporation  ("CryoLife"),   CRYOLIFE  ACQUISITION
CORPORATION,  a Florida  corporation  and a wholly-owned  subsidiary of CryoLife
("Newco"),  J. CRAYTON PRUITT, SR., M.D., THOMAS BENHAM, THOMAS ALEXANDRIS,  TOM
JUDGE,  NATALIE JUDGE, HELEN WALLACE,  J. CRAYTON PRUITT, JR., M.D., AND JOHANNA
PRUITT, residents of Florida and the stockholders of IFM (the "Stockholders").

                              W I T N E S S E T H:

     WHEREAS,  the  Boards of  Directors  of IFM,  CryoLife  and Newco have each
determined that it is in the best interests of their respective stockholders for
IFM to be  merged  with and  into  Newco  upon  the  terms  and  subject  to the
conditions  set  forth  herein,  with  the  surviving   corporation  becoming  a
wholly-owned subsidiary of CryoLife; and

     WHEREAS,  in  furtherance of such  acquisition,  the Board of Directors and
stockholders of Newco,  and the Board of Directors and  stockholders of IFM have
each approved the merger (the "Merger") of IFM with and into Newco in accordance
with the Florida General  Corporation Act ("Florida Act") and upon the terms and
subject to the conditions set forth herein;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements herein contained,  and intending to be legally bound hereby, IFM,
CryoLife, Newco and the Stockholders hereby agree as follows:

                                    ARTICLE 1

                   DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

     1.1. DEFINED TERMS. As used in this Agreement:

     "Accounts Receivable" shall have the meaning ascribed to it in Section 5.16
hereof.

     "Additional Consideration" shall have the meaning ascribed to it in Section
3.1(b) hereof.

     "Aggregate Closing Cash  Consideration"  shall have the meaning ascribed to
it in Section 3.1(a) hereof.

     "Annual Limit" shall have the meaning ascribed to it in Section 10.5.

     "Annual Net Revenues" shall mean the annual gross revenues of the Surviving
Corporation  less  returns  and  allowances.  Gross  revenues  of the  Surviving
Corporation shall include gross revenues from sales and licensing of any and all
products now or hereafter


                                      -1-





developed,  manufactured  or  licensed  by  the  Surviving  Corporation  or  any
subsidiary  of the Surviving  Corporation  whether  marketed,  sold or otherwise
handled for profit by the  Surviving  Corporation,  CryoLife  or any  controlled
subsidiary  of the  Surviving  Corporation  or  CryoLife.  In the event any such
product is sold or licensed by more than one of the foregoing companies only the
gross  revenues of the company  receiving the largest  revenue from such sale or
license shall be included in gross revenues of the Surviving Corporation.

     "Assets" means all of IFM's assets, of every kind and nature.

     "Closing" and "Closing Date" shall have the meaning  ascribed to such terms
in Section 3.3 hereof.

     "Closing  Consideration"  shall have the meaning  ascribed to it in Section
3.1(a) hereof.

     "Closing  Documents"  means this  Agreement  and all other  documents to be
executed  and  delivered  either  simultaneously   herewith  or  at  Closing  in
connection with the Transactions.

     "Closing Trade  Payables and Accrued  Expenses List" shall have the meaning
ascribed to it in Section 5.15 hereof.

     "COBRA" shall have the meaning ascribed to it in Section 5.21(c) hereof.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Contracts" shall have the meaning ascribed to it in Section 5.17 hereof.

     "CryoLife  Common Stock" shall mean shares of the Common Stock of CryoLife,
Inc., a Florida corporation, Corporate Number G79500, FEI# 59-2417093.

     "Debenture" shall have the meaning ascribed to it in Section 3.1 hereof.

     "Debenture  Holder"  shall  mean J.  Crayton  Pruitt,  Sr.,  M.D.,  and his
assigns.

     "DOL" shall have the meaning ascribed to it in Section 5.21(b) hereof.

     "Effective  Time"  shall have the  meaning  ascribed  to it in Section  2.2
hereof.

     "Employee  Benefit  Plan" shall have the meaning  ascribed to it in Section
5.21(a) hereof.

     "ERISA" shall have the meaning ascribed to it in Section 5.21(a) hereof.

     "ERISA  Affiliate" shall have the meaning ascribed to it in Section 5.21(c)
hereof.

     "Exchange  Act" shall mean the  Securities  and  Exchange  Act of 1934,  as
amended, and all regulations promulgated pursuant thereto.




                                       -2-





     "FAMLA" shall have the meaning ascribed to it in Section 5.21(c) hereof.

     "FDA" shall have the meaning ascribed to it in Section 11.1 hereof.

     "Filing" shall have the meaning ascribed to it in Section 10.8(b) hereof.

     "Florida Act" shall have the meaning ascribed to it in the preamble.

     "Georgia Act" shall mean the Georgia Securities Act of 1973, as amended.

     "Governmental   Authority"  shall  include  any  and  all  governmental  or
quasi-governmental bodies, agencies, bureaus, departments,  boards, commissions,
instrumentalities  or other  entities  having  or  asserting  jurisdiction  over
CryoLife, Newco or IFM, as applicable.

     "Hazardous Substance" shall have the meaning ascribed to it in Section 5.24
hereof.

     "Historical Balance Sheet" shall have the meaning ascribed to it in Section
5.8(a) hereof.

     "Historical  Financials"  shall have the meaning  ascribed to it in Section
5.8(a) hereof.

     "Historical  Income  Statement"  shall have the  meaning  ascribed to it in
Section 5.8(a) hereof.

     "IFM  Employee"  shall have the meaning  ascribed to it in Section  5.21(a)
hereof.

     "Independent Consulting Agreement" shall have the meaning ascribed to it in
Section 4.2 hereof.

     "Intellectual  Property"  shall have the meaning  ascribed to it in Section
5.10(a) hereof.

     "Interim  Financials"  shall  have the  meaning  ascribed  to it in Section
5.8(b) hereof.

     "IRCA" shall have the meaning ascribed to it in Section 5.23 hereof.

     "Inventory" shall have the meaning ascribed to it in Section 5.32 hereof.

     "IRS" shall have the meaning ascribed to it in Section 5.21(b) hereof.

     "Leased Property" shall have the meaning ascribed to it in Section 4.11.

     "Limit Amount" shall have the meaning ascribed to it in Section 3.1(b).

     "Material  Adverse Effect" means any change in or effect on the business of
IFM that  (a) is or will be  materially  adverse  to the  business,  operations,
properties (including tangible properties),  condition (financial or otherwise),
assets,  liabilities  or regulatory  status of IFM by virtue of the fact that it
would have an adverse effect of in excess of $50,000 for a single



                                       -3-





incident or $200,000 in the aggregate, (b) would represent a potential liability
or claim  in  excess  of  $50,000  for a  single  incident  or  $200,000  in the
aggregate,  (c) would  constitute a criminal act, (d) would affect the legality,
validity,  binding effect,  or  enforceability  of this Agreement,  or (e) would
prevent or impede  the  ability of IFM to  perform  its  obligations  under this
Agreement.  For purposes of computing the aggregate  adverse  effect of an event
hereunder,  all single incidents (including those of less than $50,000) shall be
included in determining the aggregate amount.

     "Merger" shall have the meaning ascribed to it in the preamble.

     "Merger  Shares" shall mean shares of CryoLife  Common Stock  receivable by
the Stockholders upon conversion of the Debenture(s).

     "Non-Competition  Agreement"  shall  have  the  meaning  ascribed  to it in
Section 4.13 hereof.

     "Participating  Holder"  shall have the  meaning  ascribed to it in Section
10.5.

     "PBGC" shall have the meaning ascribed to it in Section 5.21(b) hereof.

     "Performance  Goal" shall have the meaning ascribed to it in Section 3.1(b)
hereof.

     "Person"  means  an  individual,  corporation,  partnership,  trust,  joint
venture, association or unincorporated organization or a Governmental Authority.

     "Proportionate  Debenture  Amount" shall have the meaning ascribed to it in
Section 10.5.

     "Proportionate  Share" shall mean,  for each  respective  Stockholder,  the
number of shares of the  outstanding  capital stock of IFM held by a Stockholder
immediately before the Closing, divided by the total number of shares of capital
stock of IFM outstanding immediately before the Closing.

     "Remainder Amount" shall have the meaning ascribed to it in Section 3.1(b).

     "Revised  Schedules"  shall have the meaning ascribed to it in Section 8.10
hereof.

     "SEC" shall mean the U.S. Securities and Exchange Commission.

     "Section 7.1 Indemnified  Claims" shall have the meaning  ascribed to it in
Section 7.1 hereof.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and all
regulations promulgated pursuant thereto.

     "Securities  Filings"  shall mean the  Registration  Statement  on Form S-3
filed with the SEC on November 21, 1996, Annual Report on Form 10-K for the year
ended December 31,



                                       -4-





1995,  as amended by Form 10-K/A  dated May 9, 1996,  Quarterly  Reports on Form
10-Q for the three  month  periods  ended March 31,  1996,  June 30,  1996,  and
September 30, 1996, and Report on Form 8-K filed with the SEC on April 16, 1996,
Press Release  dated October 22, 1996,  Press Release dated October 30, 1996 and
1995 Annual Report to Shareholders,  each without  exhibits,  but including such
exhibits thereto as may be reasonably requested by IFM or the Stockholders.

     "Stock Rights" shall have the meaning ascribed to it in Section 4.9 hereof.

     "Surviving  Corporation"  shall have the meaning  ascribed to it in Section
2.1 hereof.

     "Tax" shall mean any  federal,  state,  local,  foreign,  and other  taxes,
assessments  or  other  governmental  charges,  including,  without  limitation,
income,  estimated income, business,  occupation,  franchise,  property,  sales,
gross receipt,  employment, or withholding taxes, including interest,  penalties
and additions in connection therewith for which the Company is or may be liable,
as  well as any  sales,  stamp,  use,  transfer,  recording  or  intangible  tax
liability with respect to the Mergers, and any other taxes or charges imposed by
any governmental  authority,  if any, assessed in connection with, on account of
or resulting from the consummation of the Merger.

     "Tax  Return"  shall mean any return,  amended  return,  estimated  return,
information   return  and  statement   (including   any  related  or  supporting
information)  filed or to be filed with any Tax authority in connection with the
determination,  assessment,  collection or administration of any Tax or filed by
or including IFM or its stockholders in respect of the business of IFM.

     "Ten Year Term" shall have the meaning ascribed to it in Section 3.1(b).

     "Transactions" means the transactions contemplated by this Agreement.

     "Vehicles  and Fixed  Assets"  shall  have the  meaning  ascribed  to it in
Section 5.13 hereof.

     1.2.  PRINCIPLES OF CONSTRUCTION.  A statement made herein to the knowledge
of a  Person  is  made  to the  actual  knowledge  of such  Person  without  any
independent duty of investigation.

                                    ARTICLE 2

                                   THE MERGER

     2.1.  THE MERGER.  At the  Effective  Time (as defined in Section  2.2) and
subject to and upon the terms and  conditions of this Agreement and Florida Act,
IFM shall be merged into Newco and the separate corporate existence of IFM shall
cease,  and Newco shall  continue  as the  surviving  corporation.  Newco as the
surviving  corporation after the Merger hereinafter  sometimes is referred to as
the "Surviving Corporation".




                                       -5-





     2.2.  EFFECTIVE TIME. As promptly as practicable  after the satisfaction or
waiver of the conditions set forth in Articles 8 and 9, the parties hereto shall
cause  the  Merger  to be  consummated  by filing  Articles  of Merger  with the
Secretary  of State of the State of Florida,  in such form as  required  by, and
executed in accordance with, the relevant provisions of Florida Act and attached
hereto as Exhibit 2.2 (the time of such filing being the "Effective Time").

     2.3. EFFECT OF THE MERGER.  At the Effective Time, the effect of the Merger
shall be as  provided  in the  applicable  provisions  of Florida  Act.  Without
limiting the generality of the foregoing,  and subject thereto, at the Effective
Time all property,  rights,  privileges,  powers and franchises of IFM and Newco
shall vest in the Surviving Corporation,  and all debts,  liabilities and duties
of IFM and Newco shall become the debts, liabilities and duties of the Surviving
Corporation.  As of the Effective  Time,  the Surviving  Corporation  shall be a
direct and wholly-owned subsidiary of CryoLife.

     2.4.  SUBSEQUENT  ACTIONS.  If, at any time after the Effective  Time,  the
Surviving  Corporation  shall  consider or be advised  that any deeds,  bills of
sale,  assignments,  assurance or any other  actions or things are  necessary or
desirable to vest,  perfect or confirm of record or  otherwise in the  Surviving
Corporation  its right,  title or  interest  in, to or under any of the  rights,
properties or assets of either of IFM or Newco acquired or to be acquired by the
Surviving  Corporation  as a result  of, or in  connection  with,  the Merger or
otherwise  to carry  out this  Agreement,  the  officers  and  directors  of the
Surviving  Corporation  shall be authorized to execute and deliver,  in the name
and on behalf of either Newco or IFM, all such deeds, bills of sale, assignments
and  assurances  and to take and do,  in the name of and on  behalf of each such
corporations or otherwise, all such other actions and things as may be necessary
or desirable to vest,  perfect or confirm any and all right,  title and interest
in, to and under such rights,  properties or assets in the Surviving Corporation
or otherwise to carry out this Agreement.

     2.5. CERTIFICATE OF INCORPORATION; BY-LAWS; DIRECTORS AND OFFICERS.

          (a) Except  for a  provision  changing  the name of Newco to Ideas for
Medicine,  Inc.,  unless  otherwise  determined  by CryoLife  and IFM before the
Effective Time, at the Effective Time the Certificate of Incorporation of Newco,
as in effect  immediately before the Effective Time, shall be the Certificate of
Incorporation of the Surviving  Corporation until thereafter amended as provided
by law and such Certificate of Incorporation.

          (b)  The  By-Laws  of  Newco,  as in  effect  immediately  before  the
Effective  Time,  shall  be the  By-Laws  of  the  Surviving  Corporation  until
thereafter  amended as provided by law, the Certificate of  Incorporation of the
Surviving Corporation and such By-Laws.

          (c) The  legal  corporate  directors  and  officers  of IFM in  office
immediately  before the Effective Time shall,  by virtue of the approval of this
Agreement  by the  stockholders  and  directors  of IFM, be removed  from office
effective  immediately  after the Effective Time, and the directors and officers
of Newco in office immediately before the Effective Time shall, by virtue of the
approval of this Agreement by the  stockholders  and directors of Newco,  be the
directors  and  officers of the  Surviving  Corporation,  all of whom shall hold
their directorships



                                       -6-





and offices until the election and qualification of their respective  successors
or until their tenure is otherwise  terminated by law, or in accordance with the
By-Laws of the Surviving Corporation.



                                    ARTICLE 3

                              MERGER CONSIDERATION

     3.1. MERGER CONSIDERATION.

          (a) Closing Consideration.  The aggregate consideration payable at the
Closing ("Closing Consideration") shall be $9,500,000 payable:

               (i)   $4,500,001   in   cash   (the   "Aggregate   Closing   Cash
Consideration"); plus,

               (ii)  delivery  of a  Convertible  Subordinated  Debenture  in an
aggregate  principal  amount of $4,999,999  substantially in the form of Exhibit
3.1 attached hereto (the "Debenture").

          (b) Contingent  Consideration.  In addition,  additional consideration
(the  "Additional  Consideration")  in an  aggregate  amount  of not  more  than
$1,750,000  (the "Limit Amount") shall be payable after the Closing if, and only
if, the Surviving  Corporation  attains the Performance Goal (as defined below).
In any calendar year during the ten year period  following the Closing (the "Ten
Year Term") that the Surviving  Corporation  attains Annual Net Revenues of more
than $7,500,000 (the "Performance  Goal"), the Stockholders shall be entitled to
Additional  Consideration  in an aggregate amount equal to 10% of the Annual Net
Revenues  in  excess  of  $7,500,000;  provided,  that the  aggregate  amount of
Additional  Consideration  paid under this  Section  3.1(b) shall not exceed the
Limit  Amount  during  or after the Ten Year  Term.  Each  Stockholder  shall be
entitled  to receive his  Proportionate  Share of any  Additional  Consideration
payable  hereunder.  On or before  March  31st of each year  during the ten year
period   following   the  Closing   (unless  the  Limit  Amount  of   Additional
Consideration has been previously paid), CryoLife shall send to the Stockholders
(i) a report of the amount of Annual Net  Revenues,  (ii) a report of the amount
of  Additional  Consideration,  if any,  payable  with  respect to the  previous
calendar  year  (or  portion  thereof),  (iii) a copy of the  audited  financial
statements of CryoLife as included in CryoLife's  Annual Report on Form 10-K for
the previous year, as prepared by CryoLife's  certified public accountants,  and
(iv) if applicable,  a check for the amount of Additional  Consideration payable
to such  Stockholder.  CryoLife shall have the option, at any time, to terminate
its  obligations  under this  Section  3.1(b) by paying to the  Stockholders  an
amount  equal to the then  current  present  value of an amount (the  "Remainder
Amount")  determined by  subtracting  from the Limit Amount the aggregate of all
amounts  of  Additional  Consideration  previously  paid  to  the  Stockholders.
Calculation of the current present value of the Remainder  Amount shall be based
on the assumption that the Remainder Amount



                                       -7-





would be paid in equal annual  installments  ending on the sixth anniversary of
Closing and an assumed interest rate of 8% per annum.

     3.2.  DISTRIBUTIONS OF CLOSING  CONSIDERATION.  At the Effective Time, each
share of IFM Common Stock shall be converted  into the right to receive cash and
debentures as set forth herein.  The Aggregate  Closing Cash  Consideration  and
Debenture  shall be distributed to the  Stockholders in accordance with Schedule
3.2 attached hereto.

     3.3.  CLOSING.  The parties  shall use their best  efforts to complete  the
closing of the  Transactions  (the "Closing") on or before March 3, 1997, at the
offices of CryoLife's  counsel or another  mutually  agreed upon location on the
business  day  following  compliance  or waiver  of the  terms,  conditions  and
contingencies  contained herein or such other date as is mutually agreed upon by
the parties hereto (such date to be herein referred to as the "Closing Date").

     3.4.  ALLOCATION.  The Closing  Consideration  received by the Stockholders
shall be allocated,  for tax purposes, among each item or class of the assets of
IFM  pursuant  to  Schedule  3.4  attached  hereto.  IFM,  CryoLife,   and  each
Stockholder  agrees  that it will  prepare and file any  required  tax notice or
other filings based on such tax allocation of the Closing Consideration.

                                    ARTICLE 4

                              ADDITIONAL COVENANTS

     4.1.  CONSENTS.  On or before the Closing Date, IFM shall have obtained all
third party  consents  and  approvals  required  with  respect to IFM and/or the
Stockholders for consummation of the Transactions, including without limitation,
those  consents  listed on Schedule 4.1 hereof,  but excluding such consents the
failure of which to obtain in the  aggregate  would not have a Material  Adverse
Effect.

     4.2.  CONSULTING  AGREEMENT.  Concurrently  with the  Closing,  J.  Crayton
Pruitt,  Sr., M.D.  shall enter into an  independent  consulting  agreement with
CryoLife and Newco in the form of Exhibit 4.2 attached hereto (the  "Independent
Consulting Agreement").

     4.3.  CONDUCT OF BUSINESS BY IFM PENDING MERGER.  IFM and the  Stockholders
covenant and agree that,  unless CryoLife shall otherwise  consent in writing or
except as otherwise set forth  herein,  between the date hereof and the Closing,
the  business  of IFM  shall be  conducted  only in,  and IFM shall not take any
action  except in, the ordinary  course of business  and in a manner  consistent
with past  practice;  and IFM will use its best  efforts to preserve  intact the
business  organization  of IFM, to keep  available  the  services of the present
officers,  employees  and  consultants  of  IFM  and  to  preserve  the  present
relationships of IFM with customers,  suppliers and other persons with which IFM
has significant business relations.  IFM and the Stockholders  covenant that IFM
and the  Stockholders  shall  not,  between  the date  hereof  and the  Closing,
directly  or  indirectly,  do any of the  following  without  the prior  written
consent of CryoLife:




                                       -8-





          (a) (i) issue,  sell,  pledge,  dispose of,  encumber,  authorize,  or
propose the issuance, sale, pledge, disposition, encumbrance or authorization of
any shares of capital stock of any class, or any options, warrants,  convertible
securities  or other  rights of any kind to acquire any shares of capital  stock
of, or any other ownership  interest in, IFM; (ii) amend or propose to amend the
Articles of Incorporation or By-Laws of IFM; (iii) split,  combine or reclassify
any outstanding  share of IFM's capital stock, or declare,  set aside or pay any
dividend or  distribution  payable in cash,  stock,  property or otherwise  with
respect to IFM's capital stock;  (iv) redeem,  purchase or otherwise  acquire or
offer to redeem,  purchase  or  otherwise  acquire  any shares of IFM's  capital
stock;  or (v)  authorize  or  propose or enter  into any  contract,  agreement,
commitment or  arrangement  with respect to any of the matters set forth in this
Section 4.3(a); provided,  however,  notwithstanding the foregoing, IFM shall be
entitled  to  distribute  cash  dividends  in  a  manner  consistent  with  past
practices,  provided that, after giving effect to the distribution  thereof, the
monthly  earnings and cash flow for the effected  period equal or exceed monthly
earnings and cash flow for comparable prior periods;

          (b) (i) acquire (by merger, consolidation,  or acquisition of stock or
assets) any corporation,  partnership or other business organization or division
thereof;  (ii)  except  in the  ordinary  course  of  business  and in a  manner
consistent  with past  practices,  sell,  pledge,  dispose  of, or  encumber  or
authorize or propose the sale, pledge,  disposition or encumbrance of any Assets
of IFM;  (iii)  enter into any  material  contract or  agreement,  except in the
ordinary course of business;  (iv) authorize any capital expenditure outside the
ordinary course of business; or (v) enter into or amend any contract, agreement,
commitment or arrangement with respect to any of the matters  prohibited by this
Section 4.3(b);

          (c) take any action other than in the ordinary  course of business and
in a manner  consistent  with  past  practice  (none of which  actions  shall be
unreasonable or unusual) with respect to increasing compensation of any officer,
director,  stockholder or employee or with respect to the grant of any severance
or termination  pay (otherwise than pursuant to policies of IFM in effect on the
date hereof and fully  disclosed  to CryoLife  prior to the date hereof) or with
respect to any increase of benefits  payable under its severance or  termination
pay policies in effect on the date hereof;

          (d) make any payments except in the ordinary course of business and in
amounts and in a manner  consistent  with past practice  (none of which payments
shall be unreasonable or unusual),  under any Employee Benefit Plan or otherwise
to any employee of, or independent  contractor or consultant to, IFM, enter into
any Employee  Benefit Plan,  any  employment or consulting  agreement,  grant or
establish  any new  awards  under any such  existing  Employee  Benefit  Plan or
agreement, or adopt or otherwise amend any of the foregoing;

          (e) take any action except in the ordinary course of business and in a
manner  consistent  with past  practice  or make any  change in its  methods  of
management,  distribution,  marketing,  accounting  or operating  (or  practices
relating to payment of trade accounts or to other payments);

          (f) except in the ordinary course of business or as permitted  herein,
take any action to incur or  increase  prior to  Closing  any  indebtedness  for
borrowed money from banks



                                       -9-





or other financial  institutions or cancel,  without payment in full, any notes,
loans or receivables except in the ordinary course of business; or

          (g) loan or  advance  monies  to any  Person  under  any  circumstance
whatsoever  except for credit  transactions  with customers on terms  consistent
with past practices.

     4.4.  EXPENSES.  All of the  expenses  incurred  by  CryoLife  and Newco in
connection  with the  authorization,  preparation,  execution and performance of
this  Agreement  and other  agreements  referred to herein,  including,  without
limitation, all fees and expenses of agents,  representatives,  brokers, counsel
and accountants for CryoLife and Newco, shall be paid by CryoLife.  All expenses
incurred  by the  Stockholders  and IFM in  connection  with the  authorization,
preparation,   execution  and  performance  of  this  Agreement  and  the  other
agreements  referred  to  herein,  including  without  limitation,  all fees and
expenses of advisors, agents, representatives, brokers, counsel and accountants,
shall be paid by Stockholders.

     4.5. NOTIFICATION OF CERTAIN MATTERS.

          (a) IFM shall give prompt notice to CryoLife of the following:

               (i) the occurrence or  nonoccurrence of any event known to IFM or
the Stockholders  whose  occurrence or  nonoccurrence  would be likely to cause,
either (A) any representation or warranty of IFM or any Stockholder contained in
this  Agreement to be untrue or inaccurate  in any material  respect at any time
from the date hereof to the Closing, or (B) directly or indirectly, any Material
Adverse Effect; or

               (ii) any material failure of IFM, any  Stockholder,  any officer,
director,  employee or agent  thereof,  to comply with or satisfy any  covenant,
condition or agreement to be complied with or satisfied by it hereunder.

          (b) CryoLife shall give prompt notice to IFM of the following:

               (i) the occurrence or nonoccurrence of any event whose occurrence
or  nonoccurrence  would be likely to cause  either  (A) any  representation  or
warranty  of  CryoLife  or Newco  contained  in this  Agreement  to be untrue or
inaccurate  in any  material  respect  at any time  from the date  hereof to the
Closing,  or (B) an event,  the  disclosure of which is required by the Exchange
Act.

               (ii) Any material  failure of CryoLife or Newco,  or any officer,
director,  employee or agent  thereof,  to comply with or satisfy any  covenant,
condition or agreement to be complied with or satisfied by it hereunder.

          (c) Notwithstanding the foregoing, the delivery of any notice pursuant
to this  Section  shall  not  waive  or  release  the  Stockholders  from  their
representations or warranties under this Agreement.




                                      -10-





     4.6. PUBLIC ANNOUNCEMENTS.

          (a) Except for any public  announcement  relating to the  Transactions
previously  made by  CryoLife,  as may be required by law or as provided in this
Section, each of IFM, the Stockholders, CryoLife and Newco agrees that until the
consummation of the Transactions, each of such parties will not, and will direct
its  directors,  officers,  employees,   representatives  and  agents  who  have
knowledge  of the  Transactions  not to,  disclose  to any  Person  who is not a
participant in discussions concerning the Transactions (other than Persons whose
consent is required to be obtained hereunder),  any of the terms,  conditions or
other facts with respect to the Transactions.

          (b) IFM and the  Stockholders  shall  obtain the prior oral or written
consent of CryoLife  before  issuing any press  release or otherwise  making any
public  statements with respect to the Transactions and shall not issue any such
press release or make any such public statement prior to receiving such consent,
except  as may be in the good  faith  belief  of the party  issuing  such  press
release required by law. The parties acknowledge and agree that CryoLife expects
to issue a press  release with  respect to the  Transactions  immediately  after
signing of this Agreement.

     4.7. NO NEGOTIATIONS. The Stockholders and IFM covenant that subject to the
termination provisions contained herein, from and after the date hereof, neither
IFM nor its  officers or  directors  nor anyone  acting on behalf of IFM or such
Persons, or any Stockholders shall, directly or indirectly,  solicit,  engage in
discussions or  negotiations  with, or provide any  information  to, any Person,
firm or other  entity or group  (other  than  CryoLife  or its  representatives)
concerning any merger, sale of substantial assets, purchase or sale of shares of
capital stock or similar transaction involving IFM.

     4.8. CONFIDENTIALITY.  Until the Closing, each of CryoLife and Newco shall,
and  shall  cause  its  respective  employees,  agents,  counsel,   accountants,
consultants and other  representatives  to hold in strict confidence any and all
information  obtained from IFM or the  Stockholders and to not disclose any such
information  (unless such  information is or becomes  ascertainable  from public
sources or public  disclosure of such  information is in the good faith judgment
of CryoLife required by law); provided,  however,  that nothing contained herein
shall limit the right of any such  persons to disclose any such  information  to
CryoLife,  Newco,  or  their  respective  employees,  agents,   representatives,
counsel, accountants,  financial advisors and/or underwriters for the purpose of
facilitating the consummation of the Transactions.

     4.9.  TERMINATION  OF STOCK  RIGHTS.  Any and all  convertible  securities,
options, warrants, or other contracts, commitments, agreements,  understandings,
arrangements  or  restrictions  by which  IFM is bound to issue  any  additional
shares of its capital stock or other securities  (collectively,  "Stock Rights")
are described on Schedule 4.9 hereto. Each of the Stock Rights (if any) shall be
terminated by IFM on or before the Closing.

     4.10.  DISCLOSURES  REQUIRED BY LAW. In the event that any party  hereunder
makes an announcement or disclosure under Section 4.6 or 4.8 that it deems to be
required by law, such



                                      -11-





party shall provide all other  parties  hereunder  prior  written  notice of the
content thereof as well as the legal requirement  necessitating the announcement
or disclosure.

     4.11.  FACILITIES  AGREEMENTS.  At the  Closing,  Newco and the J.  Crayton
Pruitt Family Trust dated 9/14/76,  as amended,  J. Crayton Pruitt, Sr., Trustee
(the "Trust") shall enter into a Commercial  Lease  Agreement (the "New Facility
Lease  Agreement") in the form of Exhibit 4.11(a) attached  hereto,  pursuant to
which the Trust shall agree to lease to Newco the real property  located at 3101
37th Avenue,  St.  Petersburg,  Florida,  and the facility (the "New  Facility")
located  thereat.  All  obligations  and duties of Newco under the New  Facility
Lease Agreement shall be guaranteed for the lease term by Cryolife pursuant to a
Guaranty Agreement in the form of Exhibit 4.11(b) attached hereto to be executed
at the Closing (the "New Facility Guaranty").  Upon issuance of a Certificate of
Occupancy and  substantial  completion of the tenant  improvements to be made to
the New Facility as described in the New Facility  Lease  Agreement,  J. Crayton
Pruitt,  Sr., M.D., shall release Newco from the lease agreement governing IFM's
present facilities at 12167 49th Street North, Pinellas Park, Florida 33565 (the
"Present Facility").

     4.12.  CRYOLIFE'S ACCESS AND INSPECTION.  On reasonable notice, IFM and the
Stockholders  shall provide  CryoLife full access during normal  business  hours
from and after the date hereof until the Closing to all of the books and records
of IFM as they relate to IFM's  business and the Assets,  and shall furnish such
information  concerning the business and affairs of IFM as may be requested,  in
each case for the purpose of making such continuing investigation of IFM and its
respective  predecessors  and the Assets as  CryoLife  may  desire.  IFM and the
Stockholders  shall  cause  personnel  to  assist  CryoLife  in such  continuing
investigation  and shall cause their personnel,  counsel,  accountants and other
non-employee   representatives  to  be  reasonably   available  to  CryoLife  in
connection with its continuing investigation.

     4.13. NON-COMPETITION  AGREEMENTS. At the Closing, each of the Stockholders
of IFM shall  execute and  deliver a  Non-Competition  Agreement  in the form of
Exhibit 4.13 attached hereto (the "Non-Competition Agreement").

     4.14.  SHORT  TERM TAX  RETURNS.  Dr.  Pruitt,  Sr.  agrees  to cause to be
prepared in a timely  fashion any short year tax return  required of IFM for the
period  preceding  the Closing.  CryoLife and Newco agree to cooperate  with Dr.
Pruitt, Sr. in the preparation of such returns.

                                    ARTICLE 5

                      REPRESENTATIONS AND WARRANTIES OF IFM

     In order to induce  CryoLife  and Newco to enter  into this  Agreement  and
consummate the transactions contemplated hereby, each of IFM, J. Crayton Pruitt,
Sr. ("Dr. Pruitt,  Sr."),  M.D., and Thomas  Alexandris,  jointly and severally,
represents  and  warrants  to  CryoLife  and  Newco  as  follows,  each of which
warranties  and  representations  is material to and relied upon by CryoLife and
Newco:




                                      -12-





     5.1. ORGANIZATION AND AUTHORITY OF IFM. IFM is a corporation duly organized
and  validly  existing  under the laws of the State of  Florida.  IFM is and has
continuously  been since its incorporation on November 9, 1979, an S Corporation
under applicable  provisions of the Code. IFM is not required to be qualified as
a foreign  corporation  in any other  jurisdiction  where its failure to qualify
would have a Material Adverse Effect. IFM has all necessary  corporate power and
authority to own,  lease and operate its  properties and conduct its business as
it is currently being conducted.  IFM does not own, directly or indirectly,  any
equity interest in any corporation,  partnership, joint venture, or other entity
and does not have any  subsidiaries,  which for purposes of this Agreement means
any  corporation  or other legal entity of which IFM (either alone or through or
together with any other  affiliate of IFM) owns,  directly or  indirectly,  more
than  50% of the  stock or other  equity  interests  the  holders  of which  are
generally  entitled to vote for the  election of the board of directors or other
governing body of such corporation or other legal entity.

     5.2.  CORPORATE  POWER  AND  AUTHORITY;  DUE  AUTHORIZATION.  IFM has  full
corporate power and authority,  and each of the  Stockholders has full power and
authority,  to  execute  and  deliver  this  Agreement  and each of the  Closing
Documents  to  which  IFM  or any  Stockholder  is or  will  be a  party  and to
consummate the Transactions.  Each Stockholder represents and warrants that such
Stockholder  is the lawful owner of, and has good and  marketable  title to, the
number of shares of IFM's outstanding  capital stock as shown on Schedule 5.2 as
being owned by such Stockholder,  free and clear of any mortgage, pledge, claim,
lien, charge, encumbrance or other right in any third party to purchase, vote or
direct  the  voting  of,  any  shares  thereof.  The  directors  of IFM  and the
Stockholders  have duly  approved and  authorized  the execution and delivery of
this  Agreement and each of the Closing  Documents and the  consummation  of the
Transactions,  and no other  corporate  proceedings  other than  approval of the
Transactions  by the  Stockholders  is  necessary  to approve the  Transactions.
Assuming that this Agreement and each of the Closing Documents to which CryoLife
or Newco is a party  constitutes  a valid and binding  agreement  of CryoLife or
Newco,  this Agreement and each of the Closing Documents to which IFM and/or any
Stockholder  is a  party  constitutes,  or will  constitute  when  executed  and
delivered, a valid and binding agreement of IFM and/or such Stockholder,  as the
case may be, in each case  enforceable in accordance  with its terms,  except as
the enforceability thereof may be limited by applicable  bankruptcy,  insolvency
or other similar laws relating to the enforcement of creditors' rights generally
and by the  application  of  general  principles  of  equity.  The duly  elected
officers and  directors  of IFM are set forth on Schedule  5.2 attached  hereto.
Copies of the Articles of  Incorporation,  the Bylaws and all minutes of IFM are
contained in the minute books of IFM, and any stock certificates not outstanding
are contained in the stock book of IFM. True, correct and complete copies of the
minute  books and stock book of IFM have been  delivered  or made  available  to
CryoLife.

     5.3.  SUFFICIENCY  OF ASSETS.  All material  assets and rights  relating to
IFM's business are held solely by, and all agreements, obligations, expenses and
transactions  relating to IFM's  business have been entered  into,  incurred and
conducted solely by IFM.

     5.4. NO CONFLICT;  REQUIRED  CONSENTS.  Assuming all  consents,  approvals,
authorizations  and  other  actions  listed on  Schedule  4.1  hereto  have been
obtained or taken and assuming the appropriate  filings are made by CryoLife and
Newco to effectuate the Merger



                                      -13-





under Florida law, except as set forth on Schedule 5.4 hereto, the execution and
delivery by IFM and each Stockholder of this Agreement and the Closing Documents
and the  consummation by IFM and each Stockholder of the Transactions do not and
will not (a) require the consent, approval or action of, or any filing or notice
to, any corporation, firm, Person or other entity or any public, governmental or
judicial  authority (except for such consents,  approvals,  actions,  filings or
notices the failure of which to make or obtain will not have a Material  Adverse
Effect);  (b)  violate  in any  material  respect  the terms of any  instrument,
document or agreement to which IFM or any  Stockholder  is a party,  or by which
IFM or any Stockholder or the property of IFM or any Stockholder is bound, or be
in conflict in any  material  respect  with,  result in a material  breach of or
constitute  (upon the  giving  of  notice  or lapse of time or both) a  material
default  under any such  instrument,  document  or  agreement,  or result in the
creation  of  any  lien  upon  any  of  the  property  or  assets  of IFM or any
Stockholder;  (c) violate  IFM's  Articles of  Incorporation  or Bylaws;  or (d)
violate any order, writ,  injunction,  decree,  judgment,  ruling,  law, rule or
regulation  of any  federal,  state,  county,  municipal,  or  foreign  court or
governmental authority applicable to IFM or any Stockholder,  or the business or
assets of IFM.  Neither IFM nor any Stockholder is subject to, or is a party to,
any mortgage, lien, lease, agreement,  contract,  instrument, order, judgment or
decree or any other material  restriction  of any kind or character  which would
prevent or hinder  the  continued  operation  of the  business  of IFM after the
Closing on substantially the same basis as theretofore operated.

     5.5.  CAPITALIZATION.  The  authorized  capital  stock of IFM  consists  of
150,000  shares of common  stock,  $.01 par value per share,  105,590  shares of
which are  outstanding,  and no shares of which are held in the treasury of IFM.
All outstanding shares of IFM's capital stock have been duly authorized, and are
validly issued,  fully paid and nonassessable.  No preemptive (whether statutory
or contractual) rights have been violated.  The Stockholders are the sole record
and beneficial owners of all of the issued and outstanding capital stock of IFM.
No one other than the  Stockholders has any beneficial or record interest in the
capital stock of IFM. IFM has no convertible securities,  options,  warrants, or
other  contracts,  commitments,  agreements,  understandings,   arrangements  or
restrictions by which it is bound to issue any additional  shares of its capital
stock or other  securities.  All  securities  of IFM  were  offered  and sold in
compliance with (or exempt from) all registration  requirements under applicable
Federal and state securities laws.

     5.6.  COMPLIANCE WITH LAWS. IFM is in compliance with all applicable  laws,
orders,  rules and regulations of all governmental  bodies and agencies,  except
where such noncompliance has and will have, individually or in the aggregate, no
Material Adverse Effect.  Neither IFM nor any Stockholder has received notice of
any noncompliance with the foregoing.

     5.7.  LICENSES  AND  PERMITS.  IFM  holds  and is in  compliance  with  all
licenses, permits, concessions, grants, franchises, approvals and authorizations
listed in Schedule 5.7  attached  hereto and any other such  licenses,  permits,
etc.,  necessary  or required  for the use or  ownership of IFM's assets and the
operation  of IFM's  business,  except  where the failure to hold such  license,
permit,  concession,  grant,  franchise,  approval or authorization has and will
have,  individually or in the aggregate, no Material Adverse Effect. Neither IFM
nor any Stockholder has received notice of any violations in respect of any such
licenses, permits, concessions, grants, franchises, approvals or authorizations.
No proceeding is pending or, to the knowledge



                                      -14-





of IFM, Dr. Pruitt, Sr., and Mr. Alexandris,  threatened, which seeks revocation
or limitation of any such licenses,  permits,  concessions,  grants, franchises,
approvals or authorizations, nor is there any basis therefor.

     5.8. FINANCIAL INFORMATION.

          (a) Prior to the date hereof,  IFM and the Stockholders have delivered
to  CryoLife  true,  correct  and  complete  copies  of  the  audited  financial
statements  of  IFM as of  December  31,  1996  (collectively,  the  "Historical
Financials").  The  Historical  Financials  were  prepared  in  accordance  with
generally accepted accounting principles consistently applied. The balance sheet
included in the Historical Financials fairly presents the financial condition of
IFM as of the date thereof,  and the income statement included in the Historical
Financials fairly presents the results of operations for the period indicated.

          (b) Prior to the date hereof,  IFM and the Stockholders have delivered
true,  correct and complete copies of the unaudited  balance sheets of IFM as of
January 31, 1997 and unaudited  income  statements for the one month period then
ended (the  "Interim  Financials").  The  Interim  Financials  were  prepared in
accordance with generally accepted accounting  principles  consistently  applied
throughout the period  involved  (except for the absence of footnotes and normal
year-end  adjustments) and show all liabilities,  direct and contingent,  of IFM
required  at the  time of  preparation  to be  shown  in  accordance  with  such
principles. The balance sheet included in the Interim Financials fairly presents
the financial  position of IFM as of the date thereof,  and the income statement
included in the Interim  Financials fairly presents the results of operations of
IFM for the period  indicated and does not contain any material items of special
or non-recurring income or any other income not earned in the ordinary course of
IFM's business.

          (c) On the date hereof, there are no liabilities or obligations of IFM
of any nature, whether liquidated,  accrued,  absolute,  contingent or otherwise
except for those (i) that are  specifically  reflected or reserved against as to
amount in the latest balance sheet  contained in the Historical  Financials,  or
(ii) that arose  thereafter in the ordinary course of business or (iii) that are
specifically  set forth on Schedule  5.8  attached  hereto;  and at the Closing,
there will be no  material  liabilities  or  obligations  of IFM of any  nature,
whether liquidated,  unliquidated,  accrued,  absolute,  contingent or otherwise
except for those (A) that are  specifically  reflected or reserved against as to
amount in the latest balance sheet  contained in the Historical  Financials,  or
(B) that arise after the date of such balance  sheet in the  ordinary  course of
business or (C) that are specifically set forth on Schedule 5.8.

          (d)  IFM is  not,  nor  has  been  during  the 12  months  immediately
preceding the execution of this  Agreement,  insolvent  within the meaning of 11
U.S.C. ss.101(31). IFM has paid and is paying its debts as they become due.

     5.9. NO UNDISCLOSED  LIABILITIES.  Except as and to the extent specifically
disclosed  in this  Agreement,  as of the  Closing  Date,  IFM  had no  material
liabilities or obligations of any nature, whether absolute,  accrued, contingent
or otherwise and whether due or to become due,  including,  without  limitation,
any liability for taxes and interest, penalties and other charges



                                      -15-





payable with respect thereto. Furthermore, except as set forth in the Historical
Financials,  or elsewhere  herein,  neither IFM,  nor Dr.  Pruitt,  Sr., nor Mr.
Alexandris  knows of any reasonable  basis for the assertion  against IFM of any
such liability or obligation.

     5.10. ABSENCE OF CERTAIN CHANGES.  Except as reflected on Schedule 5.10, or
elsewhere in this Agreement or specifically  identified on any Schedules hereto,
and since December 31, 1996, IFM has not and at the Closing Date will not have:

          (a)  Suffered  a  Material  Adverse  Effect,  or  become  aware of any
circumstances  which might  reasonably  be expected to result in such a Material
Adverse Effect; or suffered any material casualty loss to the Assets (whether or
not insured).

          (b)  Incurred  any  obligations  specifically  related  to the  Assets
(including  Customer  Agreements),  except in the  ordinary  course of  business
consistent with past practices.

          (c) Permitted or allowed any of the Assets to be  mortgaged,  pledged,
or  subjected  to  any  lien  or  encumbrance,   except  liens  or  encumbrances
specifically excepted by the provisions of Section 5.10.

          (d)  Written  down  the  value  of any  inventory,  contract  or other
intangible  asset,  or  written  off as  uncollectible  any  notes  or  accounts
receivable or any portion thereof,  except for write-downs and write-offs in the
ordinary  course of  business,  consistent  with past  practice and at a rate no
greater than during the latest complete  fiscal year;  cancelled any other debts
or claims, or waived any rights of substantial value, or sold or transferred any
of its material  properties or assets,  real,  personal,  or mixed,  tangible or
intangible,  except in the ordinary  course of business and consistent with past
practice.

          (e) Sold,  licensed  or  transferred  or agreed  to sell,  license  or
transfer,  any of the Assets,  except in the  ordinary  course of  business  and
consistent with past practice.

          (f) To IFM, Dr. Pruitt, Sr.'s, and Mr. Alexandris' knowledge, received
notice of any pending or threatened adverse claim or an alleged  infringement of
proprietary material,  whether such claim or infringement is based on trademark,
copyright,  patent, license, trade secret, contract or other restrictions on the
use or disclosure of proprietary materials.

          (g) Incurred  obligations to refund money to customers,  except in the
ordinary course of business, all of which will have no Material Adverse Effect.

          (h)  Become  aware  of any  event,  condition  or  other  circumstance
relating  solely to the Assets (as  opposed to any such event,  condition,  etc.
which is,  for  example,  national  or  industry-wide  in  nature)  which  might
reasonably be expected to materially adversely affect the Assets.

          (i) Made any capital expenditures or commitments,  any one of which is
more than $5,000, for additions to property, plant, or equipment;




                                      -16-





          (j) Made any material change in any method of accounting or accounting
practice.

          (k) Paid, loaned,  guaranteed,  or advanced any material amount to, or
sold, transferred,  or leased any material properties or assets (real, personal,
or  mixed,   tangible  or  intangible)   to,  or  entered  into  any  agreement,
arrangement,  or  transaction  with any of IFM's  officers or directors,  or any
business or entity in which any officer or director of IFM, or any  affiliate or
associate of any of such Persons has any direct or indirect interest;

          (l) Agreed to take any action described in this Section 5.10.

     5.11. TAXES.

          (a) IFM has correctly and timely filed all Tax Returns required by law
to be filed on or before the date of this Agreement. All Taxes of IFM in respect
of Tax periods  through the Closing  Date have either been paid,  accrued on the
latest balance sheet contained in the Historical  Financials or are set forth on
Schedule 5.11.

          (b) Except as set forth on Schedule  5.11,  (i) IFM has  withheld  and
paid over to the  appropriate  tax authorities all Taxes required to be withheld
by it; (ii)  neither  IFM nor any of its  stockholders  has  received a claim of
Taxes  due or  notice  of any  issues  raised  by the  IRS or any  other  taxing
authority with respect to IFM;  (iii) to the knowledge of IFM, Dr. Pruitt,  Sr.,
and Mr. Alexandris, there are no pending or threatened audits, investigations or
claims for or  relating  to any  liability  in respect of Taxes;  (iv) no state,
federal or local tax liens exist with respect to IFM or any of its properties or
assets, real or personal,  tangible or intangible or otherwise;  and (v) IFM has
not entered into any agreements or waivers extending the time for the assessment
of any Tax.

          (c) IFM has delivered to CryoLife true, correct and complete copies of
IFM's  federal  and state  income tax  returns  for 1995,  1994 and 1993,  which
returns were properly  signed by IFM and timely filed with the Internal  Revenue
Service and appropriate state tax authorities.

          (d) Effective for its year ended  December 31, 1979,  IFM made a valid
election to be treated as an "S  corporation"  for all purposes of the Code, and
such election has not been  terminated  by  revocation or otherwise,  and at all
times from and after the first day of such year IFM has met all  requirements of
the Code to be treated as an S corporation for Federal income tax purposes.  IFM
has made all necessary  elections and has met all requirements of Florida income
tax law for treatment under such law in a manner corresponding to treatment of S
corporations under the Code.

     5.12. TITLE TO PROPERTIES;  ENCUMBRANCES. Except as specifically identified
on Schedule  5.12 and except for items  leased or licensed by IFM, IFM has good,
valid, and marketable  title to all of the Assets.  All of the Assets are in the
possession  or under the  control of IFM,  and none of the Assets are subject to
any mortgage,  pledge,  lien,  security  interest,  conditional  sale agreement,
encumbrance, or charge of any kind except as set forth on Schedule 5.12 except



                                      -17-





minor imperfections of title and encumbrances,  if any, that are not substantial
in amount, do not materially detract from the value or functional utility of the
property subject thereto,  and do not in any way materially  impair the value of
the Assets.

     5.13.  VEHICLES;  FIXED  ASSETS.  Schedule  5.13  contains an accurate  and
complete  description  of all vehicles owned by IFM and used in the operation of
IFM's  business  and all  material  fixed assets owned by IFM as of December 31,
1996,  including,  without  limitation,  all furniture,  fixtures and equipment,
owned by IFM (collectively,  the "Vehicles and Fixed Assets").  The Vehicles and
Fixed Assets are in good operating condition and repair,  subject to normal wear
and  tear.  Since  December  31,  1996 any  purchases  and  sales  of  vehicles,
furniture,  fixtures  and  equipment  have been made in the  ordinary  course of
business.

     5.14.  INVENTORY.  Schedule  5.14  attached  hereto is a true,  correct and
complete  list of the  Inventory as of December 31, 1996.  Prior to the Closing,
IFM shall  deliver a true,  correct and complete  list of the  Inventory as of a
date  which  is  within  five  business  days of the  Closing  Date.  All of the
inventory is good and  merchantable  and of a quality and quantity usable and/or
salable, as appropriate, in the ordinary course of business ("Inventory"). As of
Closing, there will be on hand Inventory levels in amounts consistent with IFM's
ordinary business  practices and at levels sufficient for Surviving  Corporation
to operate IFM's business in the ordinary course.

     5.15. TRADE PAYABLES; ACCRUED EXPENSES.

          (a) Schedule 5.15(a) is a true, correct and complete list of the trade
payables and accrued  expenses of IFM outstanding as of December 31, 1996, which
list indicates the number of days such payables have been outstanding.  All such
trade payables and accrued expenses have been incurred in the ordinary course of
business.

          (b) At the Closing,  IFM shall  deliver to CryoLife an updated list of
trade  payables and accrued  expenses of IFM (the  "Closing  Trade  Payables and
Accrued  Expenses List") listing all trade payables and accrued  expenses of IFM
as of a date  which is  within  tend  days of the  Closing.  The  Closing  Trade
Payables and Accrued Expenses List will be true, correct and complete as of such
date.

          (c) Schedule 5.15(c)  attached hereto is a true,  correct and complete
list of all  obligations  for  indebtedness  owed by IFM as of the  date  hereof
(other than trade  payables)  and all  obligations  of IFM as of the date hereof
incurred  other than in the ordinary  course of business,  stating the origin of
the obligation and the amount owed.

     5.16.  ACCOUNTS  RECEIVABLE.  Schedule 5.16 sets forth a true,  correct and
complete list of all receivables of IFM as of a date which is within ten days of
Closing (the "Accounts  Receivable").  All outstanding  Accounts  Receivable are
bona  fide,  arose in the  ordinary  course  of  business  and are  current  and
collectible,  and no  account  is more  than 30 days  overdue  unless  otherwise
designated as such on Schedule 5.16 attached.




                                      -18-





     5.17. CONTRACTS AND COMMITMENTS.

     Schedule  5.17 sets forth a true and  complete  list of all written or oral
contracts,  agreements  and other  instruments  to which IFM or its  Assets  are
subject or bound, including without limitation agreements with developers, sales
representatives,  distributors,  suppliers and  independent  contractors  in the
operation of IFM's  business,  except any contract,  agreement or  understanding
involving an aggregate  annual  expenditure of less than $10,000  (collectively,
the  "Contracts").  Prior to  execution of this  Agreement,  IFM has provided to
CryoLife true,  correct and complete copies of the Contracts,  including any and
all amendments and waivers thereto. Except as otherwise disclosed to CryoLife in
writing,  such Contracts are valid,  legally binding and enforceable against the
parties thereto.  Except as otherwise disclosed to CryoLife in writing,  neither
IFM nor, to the best of IFM's, Dr. Pruitt, Sr.'s, or Mr. Alexandris'  knowledge,
any other party to any of the  Contracts  is in breach of, or in default  under,
any of the Contracts and no event has occurred  which,  with the notice or lapse
of time, or both, would constitute a default by IFM or any other party to any of
the Contracts.

     5.18. LEASES. Schedule 5.18 contains a list of all leases pursuant to which
IFM leases real or personal  property which is a part of the Assets  utilized by
IFM in conducting IFM's business,  copies of which leases have been delivered to
CryoLife. All such leases are valid, binding, and enforceable in accordance with
their terms  (subject  to  bankruptcy,  equitable  and other  considerations  of
general applicability), are in full force and effect, and except as set forth on
Schedule  5.18,  no event  has  occurred  which is a default  or which  with the
passage of time will  constitute a default by IFM  thereunder,  nor has any such
event  occurred to the  knowledge of IFM, Dr.  Pruitt,  Sr., and Mr.  Alexandris
which is a default by any other party to such lease.  All property leased by IFM
as lessee is in the  possession  of IFM.  Except as indicated in Schedule 4.1 or
Schedule  5.18,  no consent of any lessor is  required  in  connection  with the
Transactions.

     5.19. INTELLECTUAL PROPERTY RIGHTS; EMPLOYEE RESTRICTIONS.

          (a) Set forth on Schedule  5.19(a) is a list and brief  description of
all patents,  patent rights,  trademarks,  service marks,  trade secrets,  trade
names,  copyrights,  and all  applications  for such which are in the process of
being prepared,  are owned by, or are registered in the name of IFM, or of which
IFM is a licensor or licensee or in which IFM has any right,  and in each case a
brief  description of the nature and source of such right. IFM owns or possesses
adequate  licenses  to use,  free and  clear of claims  and  rights of any other
person,  all patents,  patent rights,  trademarks,  service marks,  trade names,
copyrights,  and all  applications  for such devices,  manufacturing  processes,
programming  processes,  formulae,  trade secrets,  customer lists, and know how
(collectively, "Intellectual Property") necessary to the conduct of its business
as  presently  conducted  and as  proposed  to be  conducted.  All  Intellectual
Property  that is used or  incorporated  into the IFM's  products or services or
contemplated  products or services and which is unique or proprietary to IFM was
developed by or for IFM by the employees or  consultants of IFM or was purchased
or licensed by IFM,  and is either  owned  exclusively  by IFM free and clear of
claims  or  rights  of any  other  person  or  licensed  under a  valid  license
agreement.  IFM is not  aware of any  infringement  by any  other  person of any
rights of IFM under any  Intellectual  Property.  No claim is pending or, to the
best knowledge



                                      -19-





of IFM, Dr. Pruitt, Sr., and Mr. Alexandris, threatened against IFM, nor has IFM
received  any notice from any third party,  to the effect that any  Intellectual
Property  owned or licensed by IFM, or which IFM otherwise has the right to use,
or the  operation or products or services of IFM infringe  upon or conflict with
the asserted rights of any other person under any Intellectual  Property, and to
the best  knowledge of IFM, Dr.  Pruitt,  Sr., and Mr.  Alexandris,  there is no
basis for any such claim  (whether  or not pending or  threatened).  No claim is
pending or, to the best knowledge of IFM, Dr. Pruitt,  Sr., and Mr.  Alexandris,
threatened  against IFM, nor has IFM received any notice from any third parties,
to the effect that any Intellectual  Property owned or licensed by IFM, or which
IFM otherwise has the right to use, is invalid or  unenforceable  by IFM, and to
the best  knowledge of IFM, Dr.  Pruitt,  Sr., and Mr.  Alexandris,  there is no
basis for any such claim (whether or not pending or threatened).

          (b) All  technical  information  developed  by or belonging to IFM and
which is material to the  business of IFM which has not been  patented  has been
kept confidential.  IFM is not making unlawful use of any Intellectual  Property
of any other person, including,  without limitation,  any former employer of any
past or present  employee  of IFM.  Except as  disclosed  in  Schedule  5.19(a),
neither IFM nor any of IFM's  employees or  consultants  has any  agreements  or
arrangements  with  former  employers,  which  interfere  or  conflict  with the
performance of such employee's or consultant's  duties for IFM or results in any
former  employers of such  employees  and  consultants  having any rights in, or
claims on, IFM's  Intellectual  Property.  The activities of IFM's employees and
consultants on behalf of IFM do not violate any agreements or arrangements which
any such employees have with former  employers.  IFM has taken all  commercially
reasonable  steps required to establish and preserve its ownership of all of the
Intellectual Property;  each of the employees of IFM listed on Schedule 5.19(b),
has executed an agreement regarding  confidentiality,  proprietary  information,
and  assignment  of  inventions  to IFM  substantially  in the form of  Schedule
5.19(b)  hereto,  and, to the best  knowledge of IFM, Dr.  Pruitt,  Sr., and Mr.
Alexandris, all such employees are not in violation of such agreements.

     5.20.  LITIGATION.  Except as set forth in Schedule 5.20, (i) to IFM's, Dr.
Pruitt, Sr.'s, and Mr. Alexandris' knowledge, there are no actions,  proceedings
or regulatory agency  investigations  against IFM or the Stockholders  involving
the Assets pending (served) or threatened against IFM or the Stockholders,  (ii)
neither  IFM,  Dr.  Pruitt,  Sr.,  or Mr.  Alexandris  know  of,  or know of any
reasonable basis for, any such action,  proceeding or investigation  against IFM
or the Stockholders,  and (iii) no such action, proceeding, or regulatory agency
investigation has been served during the three-year period preceding the date of
this  Agreement.  No assertion  has ever been made to IFM to the effect that IFM
has any  liability as a successor to a third  party's  business or product line,
and IFM knows of no basis for any such assertion.

     5.21. EMPLOYEE BENEFIT PLANS.

          (a)  Schedule  5.21(a)  sets  forth a true and  complete  list of each
"employee  benefit plan" (as defined by Section 3(3) of the Employee  Retirement
Income Security Act of 1974, as amended ("ERISA")),  and any other bonus, profit
sharing,  pension,  compensation,  deferred  compensation,  stock option,  stock
purchase, fringe benefit, severance,  post-retirement,  scholarship, disability,
sick  leave,  vacation,   individual  employment,   commission,  bonus,  payroll
practice, retention, or other plan, agreement, policy, trust fund or arrangement
(each such plan,



                                      -20-





agreement,  policy,  trust  fund or  arrangement  is  referred  to  herein as an
"Employee  Benefit Plan", and collectively,  the "Employee Benefit Plans"),  for
the benefit of (i) directors or employees of IFM or any other persons performing
services for IFM, (ii) former directors or employees of IFM or any other persons
formerly performing services for IFM, or (iii) beneficiaries of anyone described
in (i) or (ii) (collectively, "IFM Employees") with respect to which IFM has any
liability  or  obligation.  Except as  disclosed  on Schedule  5.21(a)  attached
hereto,  there are no other employee benefits for which IFM has any liability or
obligation.

          (b) IFM has  delivered  to CryoLife  and Newco,  with  respect to each
Employee  Benefit Plan, true and complete copies of (i) the documents  embodying
and  relating to the plan,  including,  without  limitation,  the  current  plan
documents and documents  creating any trust  maintained  pursuant  thereto,  all
amendments, investment management agreements,  administrative service contracts,
group annuity contracts, insurance contracts,  collective bargaining agreements,
the  most  recent  summary  plan  description  with  each  summary  of  material
modification,  if any, and employee handbooks, (ii) annual reports, if required,
including  but not limited to Forms 5500,  990 and 1041 for the last three years
for the plan and any related  trust,  (iii)  financial  statements  for the last
three years, and (iv) each communication involving the plan or any related trust
to or from the Internal  Revenue Service  ("IRS"),  Department of Labor ("DOL"),
Pension  Benefit  Guaranty   Corporation  ("PBGC")  or  any  other  governmental
authority  including,  without limitation,  the most recent determination letter
received  from the IRS  pertaining  to any  Employee  Benefit  Plan  intended to
qualify under Sections 401(a).

          (c) IFM, each "ERISA Affiliate" (hereby defined to include any mode of
business, whether or not incorporated,  which has employees who are or have been
at any time during the  immediately  preceding  six years,  treated  pursuant to
Section  4001(a)(14)  of ERISA and/or  Section 414 of the Code as employees of a
single  employer  which  includes  IFM),  each  Employee  Benefit  Plan and each
Employee  Benefit  Plan  "sponsor"  or  "administrator"  (within  the meaning of
Section  3(16) of  ERISA)  has  complied  in all  respects  with the  applicable
requirements of Section 4980B of the Code and Section 601 et seq. of ERISA (such
statutory   provisions   and   predecessors   thereof  are  referred  to  herein
collectively  as "COBRA").  Schedule  5.21(c)  attached hereto lists the name of
each IFM Employee who has experienced a "Qualifying Event" (as defined in COBRA)
with  respect to an  Employee  Benefit  Plan who is eligible  for  "Continuation
Coverage"  (as  defined in COBRA)  and whose  maximum  period  for  Continuation
Coverage  required  by COBRA  has not  expired.  Included  in such  list are the
current address for each such  individual,  the date and type of each Qualifying
Event, whether the individual has already elected Continuation Coverage and, for
any individual who has not yet elected Continuation  Coverage, the date on which
such  individual  was  notified  of his  or her  rights  to  elect  Continuation
Coverage.  Schedule  5.21(c)  attached  hereto  also  lists the name of each IFM
Employee who is on a leave of absence (whether or not pursuant to the Family and
Medical Leave Act of 1993, as amended  ("FAMLA") and is receiving or entitled to
receive health  coverage  under an Employee  Benefit Plan,  whether  pursuant to
FAMLA, COBRA or otherwise.

          (d) With respect to each Employee Benefit Plan and except as otherwise
set forth on Schedule 5.21(d) attached hereto:




                                      -21-





               (i) each Employee Benefit Plan which is described in Section 3(2)
of  ERISA  qualifies  under  Section  401(a)  of the  Code  and has  received  a
determination  letter from the IRS to the effect that the Employee  Benefit Plan
is  qualified  under  Section  401 of the Code and  that  any  trust  maintained
pursuant thereto is exempt from federal income taxation under Section 501 of the
Code,  and  nothing  has  occurred  or,  to IFM's,  Dr.  Pruitt,  Sr.'s,  or Mr.
Alexandris' knowledge, is expected to occur, that caused or would cause the loss
of such  qualification  or  exemption  or the  imposition  of any penalty or tax
liability if uncorrected;

               (ii)  the  Employee  Benefit  Plan  complies  with  and has  been
maintained  and  operated  in  accordance  with  its  terms  and the  applicable
provisions of ERISA and the Code (including  rules and  regulations  thereunder)
and any other applicable law;

               (iii) no claim,  lawsuit,  arbitration  or other  action has been
asserted or instituted or  threatened  in writing  against the Employee  Benefit
Plan,  any  trustee or  fiduciaries  thereof,  IFM or any ERISA  Affiliate,  any
director,  officer or  employee  thereof,  or any of the assets of the  Employee
Benefit Plan or any related trust;

               (iv) no "prohibited  transaction"  (within the meaning of Section
4975 of the Code and Section 406 of ERISA) has, to IFM's, Dr. Pruitt,  Sr.'s, or
Mr. Alexandris' knowledge,  occurred or is expected to occur with respect to the
Employee  Benefit  Plan which has  subjected  or could  subject  IFM,  any ERISA
Affiliate or  Purchaser  or any officer,  director or employee of IFM, any ERISA
Affiliate, Purchaser or the Employee Benefit Plan trustee, plan administrator or
other  fiduciary,  to a tax or penalty  on  prohibited  transactions  imposed by
either  Section 502 of ERISA or Section 4975 of the Code or any other  liability
with respect thereto;

               (v) the Employee Benefit Plan is not under audit or investigation
by the IRS or the DOL or any other governmental  authority and no such completed
audit,  if any, has resulted in the imposition of any tax,  interest or penalty;
and

               (vi) the  Employee  Benefit  Plan may by its terms be  amended or
terminated by IFM on no more than 90 days notice.

          (e) The consummation of the  Transactions  will not alone give rise to
any  liability  for  any  employee  benefits,   including,  without  limitation,
liability for  severance  pay,  unemployment  compensation,  termination  pay or
withdrawal  liability,  or accelerate the time of payment or vesting or increase
the amount of  compensation or benefits due to any IFM Employee other than those
listed on Schedule 5.21(e).

          (f)  Except as set  forth on  Schedule  5.21(f)  attached  hereto,  no
Employee  Benefit Plan in any way  provides  for any benefits  (other than under
COBRA,  the Federal Social  Security Act or any Employee  Benefit Plan qualified
under  Section  401(a) of the  Code) to any IFM  Employee  who,  at the time the
benefit  is to be  provided,  is a former  director  or  employee  of,  or other
provider of services to, IFM or an ERISA Affiliate (or a beneficiary of any such
person), or any other IFM Employee,  nor have any  representations,  agreements,
covenants or commitments been made to provide such benefits.




                                      -22-





          (g) Since December 31, 1996 and through the date hereof, except as set
forth on Schedule 5.21(g)  attached hereto,  neither IFM nor any ERISA Affiliate
has, nor will it, (i) institute or agree to institute  any new employee  benefit
plan or practice,  (ii) make or agree to make any change in any Employee Benefit
Plan, (iii) make or agree to make any increase in the compensation payable or to
become payable by IFM or any ERISA Affiliate to any IFM Employee, or (iv) except
pursuant  to this  Agreement  and except for  contributions  required to provide
benefits pursuant to the provisions of the Employee Benefit Plans, pay or accrue
or agree to pay or accrue any bonus,  percentage of compensation,  or other like
benefit to, or for the credit of, any IFM Employee.

          (h) IFM's  accrued sick leave and vacation  time for its  employees is
set forth on Schedule 5.21(h) attached hereto.  IFM's liability for accrued sick
leave  time for all IFM  Employees,  and the  accrued  vacation  time for Thomas
Alexandris  shall be satisfied in full prior to the Closing,  fully reserved for
on the Historical  Financials and Interim Financials,  or otherwise disclosed on
Schedule  5.21(h),  such that from and after the Closing,  neither  CryoLife nor
Newco shall have any liability or obligation  except with respect to the amounts
so reserved or disclosed.

          (i)  IFM  has no  obligation  to  contribute  to or  provide  benefits
pursuant  to,  and has no other  liability  of any kind with  respect  to, (i) a
"multiple employer welfare  arrangement" (within the meaning of Section 3(40) of
ERISA),  (ii) a "plan maintained by more than one employer"  (within the meaning
of Section  413(c) of the Code);  or (iii) an employee  benefit  plan subject to
Part 3 of Title I of ERISA, Title IV of ERISA and/or Section 412 of the Code.

     5.22.  UNION;  LABOR.  IFM is not a  party  to  any  collective  bargaining
agreement or any other contract, written or oral, with any trade or labor union,
employees'  association or similar  organization.  There are no strikes or labor
disputes  pending  or  threatened,  or to  IFM's,  Dr.  Pruitt,  Sr.'s,  or  Mr.
Alexandris'  knowledge,  any attempts at union  organization of the employees of
IFM.  All  salaries  and  wages  paid and  withheld  by IFM are and have been in
compliance with all applicable federal, state and local laws.

     5.23. IMMIGRATION MATTERS.

          (a) With respect to all employees (as defined in Section  274a.1(g) of
Title  8,  Code of  Federal  Regulations)  of IFM,  IFM has  complied  with  the
Immigration  Reform  and  Control  Act of 1986 and all  regulations  promulgated
thereunder  ("IRCA")  with  respect  to the  completion,  maintenance  and other
documentary  requirements  of Forms  I-9  (Employment  Eligibility  Verification
Forms)  for all  current  and former  employees  and the  reverification  of the
employment  status  of any  and all  employees  whose  employment  authorization
documents indicated a limited period of employment authorization.

          (b) Schedule 5.23 attached hereto contains a true and complete list of
all  employees of IFM who are not  citizens of the United  States of America and
who are not permanent residents of the United States of America, together with a
true and complete list of the visa status and visa expiration dates of each such
employee.




                                      -23-





          (c) IFM has only employed individuals authorized to work in the United
States.  None of the Companies has received any written notice of any inspection
or  investigation  relating to its alleged  noncompliance  with or  violation of
IRCA,  nor has it been  warned,  fined or  otherwise  penalized by reason of any
failure to comply with IRCA.

          (d)  The  consummation  of  the  transactions   contemplated  by  this
Agreement  will not (i) give rise to any  liability  for the failure to properly
complete  and  update  Forms  I-9,  (ii)  give  rise  to any  liability  for the
employment of individuals  not authorized to work in the United States and (iii)
or cause any  current  employee  to become  unauthorized  to work in the  United
States.

     5.24.  HAZARDOUS  SUBSTANCE.  For  purposes of this  paragraph,  "Hazardous
Substance"  means any substance or material (a) identified in Section 101(14) of
the  Comprehensive  Environmental  Response,  Compensation and Liability Act, 42
U.S.C.  ss. 9601(14) and as set forth in Title 40, Code of Federal  Regulations,
Part 302, as the same may be amended  from time to time,  (b)  determined  to be
toxic, a pollutant or contaminant,  under federal,  state or local statute, law,
ordinance,  rule, or regulation or judicial or administrative order or decision,
as same may be amended from time to time,  (c) petroleum and petroleum  products
and distillates,  (d) asbestos, (e) radon, (f) polychlorinated biphenyls and (g)
such  other  materials,  substances  or waste  subject to  regulation  under any
applicable law. There are no violations of federal, state or local laws relating
to health,  safety  and the  environment  relating  to the  operations  of IFM's
business  or the  current or former  state of the Assets  (excluding  violations
which would not have a Material  Adverse Effect).  To IFM's, Dr. Pruitt,  Sr.'s,
and Mr. Alexandris' knowledge,  either there are no Hazardous Substances located
on, in or under the Leased  Property or used in the operation of IFM's business;
or IFM has fully  disclosed  to CryoLife in writing  the  existence,  extent and
nature of any Hazardous  Substances which IFM is legally  authorized to maintain
on,  in, or under the  Leased  Property  or the  Assets as to use in  connection
therewith in Schedule  5.24  attached  hereto and IFM has obtained all licenses,
permits,  and approvals  required with respect thereto and is in full compliance
with all of the terms, conditions and requirements of such licenses, permits and
approvals.  IFM  has not  caused  or  permitted  to  exist,  as a  result  of an
intentional  or  unintentional  act  or  omission  on  its  part,  a  releasing,
discharging, spilling, leaking, pumping, emitting, pouring, emptying, or dumping
of Hazardous  Substances.  Except as otherwise disclosed to CryoLife in writing,
neither  IFM nor any  Stockholder  has  received  any written  notice,  summons,
citation,  notice of violation,  letter or other  communication  concerning  any
pending or threatened  claim or litigation in which any person or entity alleges
the presence, release, threat of release, placement on or at the Leased Property
or the  Assets,  or  the  generation,  transportation,  storage,  treatment,  or
disposal  at, on or from the Leased  Property  or the Assets,  of any  hazardous
substance,  or in which any person  alleges a violation of any law  governing or
imposing any liability  arising out of any matter relating to health,  safety or
the environment.

     5.25.  INSURANCE.   IFM  maintains  property,   fire,  casualty,   worker's
compensation,  general liability insurance and other forms of insurance relating
to its Assets and the  operation  of IFM's  business  against  risks of the kind
customarily  insured  against and in amounts  customarily  insured  (and,  where
appropriate,  in amounts not less than the replacement cost of the Assets).  IFM
will  maintain  its  insurance  policies  in full force and effect  through  the
Closing



                                      -24-





Date. Schedule 5.25 lists all of the insurance policies maintained by IFM, which
schedule  includes  the name of the  insurance  company,  the policy  number,  a
description of the type of insurance covered by such policy, the dollar limit of
the policy, and the annual premiums for such policy.

     5.26. CERTAIN OTHER CONTRACTS.

          (a) IFM does not have (i) any  outstanding  contracts  with  officers,
employees,  agents,  consultants,  advisors,  salesmen,  sales  representatives,
distributors,  suppliers,  or dealers that are not cancelable by it on notice of
not longer than thirty days and without material liability,  penalty, or premium
other than those listed on Schedule 5.26 attached hereto;  (ii) any agreement or
arrangement  providing for the payment of any material bonus or commission based
on  sales or  earnings;  or (iii)  any  agreements  that  contain  any  material
severance  or  termination  pay  liabilities  or  obligations  other  than those
identified in Schedule 5.26.

          (b) IFM has not given any power of  attorney  relating  to the  Assets
(whether  revocable or irrevocable) to any Person,  firm, or corporation for any
purpose  whatsoever,  other than to William H.  Birdwell,  Esq.  for purposes of
patent application prosecution or appointment of registered agents or agents for
service of process as required by law.

          (c) IFM is not paying,  and has no obligation to pay, any  disability,
medical expenses, pension, deferred compensation, or retirement allowance to any
Person.

     5.27.  BANK ACCOUNTS.  Schedule 5.27 contains a true,  complete and correct
list  showing the name and location of each bank or other  institution  in which
IFM has any deposit  account or safe  deposit  box,  together  with a listing of
account  numbers and names of all  Persons  authorized  to draw  thereon or have
access thereto.

     5.28.  ADVISORS FEES. Except as set forth on Schedule 5.28, neither IFM nor
any  Stockholder  has retained or utilized the services of any advisor,  broker,
finder or  intermediary,  or paid or agreed to pay any fee or  commission to any
other  Person  or  entity  for or on  account  of the  Transactions,  or had any
communications  with any Person or entity which would  obligate  CryoLife or the
Surviving Corporation to pay any such fees or commissions.

     5.29. COMPLETE  DOCUMENTATION.  Except as specifically  indicated elsewhere
herein,  all  documents  delivered  by IFM or the  Stockholders  to  CryoLife in
connection herewith have been complete originals, or exact copies thereof.

     5.30. DISCLOSURE. No representation or warranty by IFM, Dr. Pruitt, Sr., or
Mr.  Alexandris  contained in this  Agreement and no statement  contained in any
certificate or schedule  furnished to CryoLife pursuant to the provisions hereof
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  therein not  misleading.  To the
best knowledge of IFM, Dr. Pruitt, Sr., and Mr. Alexandris,  there is no current
event  or  condition  of any  kind  or  character  pertaining  to IFM  that  may
reasonably be expected to have a Material  Adverse  Effect,  except as disclosed
herein.




                                      -25-





                                    ARTICLE 6

                        REPRESENTATIONS AND WARRANTIES OF
                               CRYOLIFE AND NEWCO

     In order to induce IFM and the  Stockholders  to enter into this  Agreement
and  consummate  the  Transactions,  CryoLife  and Newco  jointly and  severally
represent  and warrant to IFM and the  Stockholders  as  follows,  each of which
representations  and  warranties  is  material to and relied upon by IFM and the
Stockholders:

     6.1.  ORGANIZATION  OF CRYOLIFE AND NEWCO.  Each of CryoLife and Newco is a
corporation  duly organized and validly  existing under the laws of the State of
Florida  and has the  corporate  power to own its  property  and to carry on its
business as now being conducted by it.

     6.2. CORPORATE POWER AND AUTHORITY; DUE AUTHORIZATION. Each of CryoLife and
Newco has full  corporate  power and  authority  to  execute  and  deliver  this
Agreement  and each of the Closing  Documents  to which  CryoLife or Newco is or
will be a party and to consummate  the  Transactions.  The Board of Directors of
CryoLife  and the Board of  Directors  and sole  stockholder  of Newco have duly
approved and authorized the execution and delivery of this Agreement and each of
the Closing  Documents to which it is or will be a party and the consummation of
the Transactions,  and no other corporate proceedings on the part of CryoLife or
Newco are  necessary to approve and authorize the execution and delivery of this
Agreement and such Closing  Documents and the  consummation of the  transactions
contemplated  hereby and thereby.  Assuming that this  Agreement and each of the
Closing  Documents to which CryoLife or Newco is a party constitutes a valid and
binding  agreement  of IFM and/or  the  Stockholders,  as the case may be,  this
Agreement  and each of the  Closing  Documents  to which  CryoLife or Newco is a
party constitutes,  or will constitute when executed and delivered,  a valid and
binding  agreement of CryoLife  and/or  Newco,  as the case may be, in each case
enforceable  against CryoLife and/or Newco in accordance with its terms,  except
as  the  enforceability   thereof  may  be  limited  by  applicable  bankruptcy,
insolvency  or other  similar laws  relating to the  enforcement  of  creditors'
rights generally and by the application of general principles of equity.

     6.3. NO CONFLICT; CONSENTS. Except as set forth on Schedule 6.3 hereto, the
execution  and  delivery by each of CryoLife  and Newco of this  Agreement,  the
Closing  Documents  to which it is or will be a party  and the  consummation  by
CryoLife  and  Newco of the  Transactions  do not and will not (a)  require  the
consent,  approval  or action of, or any  filing or notice to, any  corporation,
firm, Person or other entity or any public,  governmental or judicial authority;
(b) violate in any  material  respect the terms of any  instrument,  document or
agreement to which  CryoLife or Newco is a party,  or by which CryoLife or Newco
or the property of CryoLife or Newco is bound, or be in conflict in any material
respect with,  result in a material breach of or constitute  (upon the giving of
notice or lapse of time, or both) a material  default under any such instrument,
document  or  agreement;  (c)  violate  CryoLife's  or  Newco's  Certificate  of
Incorporation or Bylaws;  or (d) violate any order,  writ,  injunction,  decree,
judgment, ruling, law or regulation of any federal, state, county, municipal, or
foreign  court or  governmental  authority  applicable  to CryoLife or Newco and
relating to the Merger.




                                      -26-





     6.4.  BROKERS FEES AND  EXPENSES.  Except for the  engagement  of Principal
Financial Services, Inc., the costs of which shall be borne by CryoLife, neither
CryoLife nor Newco has retained or utilized the services of any broker,  finder,
or  intermediary,  or paid or agreed to pay any fee or  commission  to any other
Person or entity for or on account of the transactions  contemplated  hereby, or
had any communications with any Person or entity which would obligate IFM or the
Stockholders to pay any such fees or commissions.

     6.5. SHARES TO BE DELIVERED.  The Merger Shares,  when issued and delivered
to the Stockholders pursuant to terms of the Debenture, will be duly authorized,
validly  issued,  fully  paid  and  non-assessable  shares  of  Common  Stock of
CryoLife. Upon delivery to the Stockholders of the Merger Shares upon conversion
of the  Debenture and assuming  that the  Stockholders  are receiving the Merger
Shares in good faith without notice of any adverse claims, the Stockholders will
receive good and unencumbered title to the Merger Shares,  free and clear of all
liens, restrictions,  charges,  encumbrances and other security interests of any
kind or nature  whatsoever,  except for claims  arising out of acts of or claims
against the Stockholders or restrictions  existing under  applicable  securities
laws.

     6.6. ACCURACY OF SECURITIES FILINGS.  CryoLife has furnished the Securities
Filings to IFM and the  Stockholders  or their  representatives.  The Securities
Filings comply in all material respects with the applicable  requirements of the
Securities Act and the Exchange Act, and, as of the dates thereof, to CryoLife's
knowledge,  do not contain any untrue  statement of any material fact or omit to
state a material fact required  therein to be stated or omit to state a material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances  under  which  they  were  made,  not  misleading.  All  financial
statements  set forth in the  Securities  Filings  present  fairly the financial
condition  of  CryoLife  as of (or for the period  ending  on) their  respective
dates.

     6.7.  APPROVALS.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated hereby by CryoLife and Newco will
not require the consent,  approval,  order or  authorization of any governmental
entity or regulatory authority or any other Person under any statute, law, rule,
regulation,  permit, license, agreement,  indenture or other instrument to which
CryoLife  or Newco is a party or to which  any of its  properties  are  subject,
except for such consents,  approvals, actions, filings or notices the failure of
which to make or obtain will not have a material adverse effect on the business,
assets,  results of operation,  properties,  or financial condition of CryoLife,
and except for any federal or state filings  required by  applicable  securities
laws, no declaration,  filing or registration  with any  governmental  entity or
regulatory  authority  is required by CryoLife or Newco in  connection  with the
execution and delivery of this  Agreement,  the  consummation of the transaction
contemplated   hereby,  or  the  performance  by  CryoLife  or  Newco  of  their
obligations hereunder.

     6.8. ACCURACY OF REPRESENTATIONS. No representation or warranty by CryoLife
or  Newco  contained  in  this  Agreement  and  no  statement  contained  in any
certificate or schedule furnished to the Stockholders pursuant to the provisions
hereof  contains  any untrue  statement  of a material  fact or omits to state a
material fact necessary in order to make the statements therein not misleading.




                                      -27-





     6.9. ACCESS TO INFORMATION.  Cryolife and Newco acknowledge and agree that,
in connection with Cryolife's due diligence  investigation,  IFM has provided to
Cryolife certain documents and materials in response to Cryolife's due diligence
request  dated  November 18, 1996.  Cryolife has  reviewed  such  documents  and
materials and has been given an opportunity to ask questions and receive answers
with respect  thereto and with respect to any other matters  Cryolife  considers
relevant.  Notwithstanding the foregoing,  nothing contained herein,  including,
without  limitation,  the supply of  information  to  Cryolife  pursuant  to the
delivery of the documents and materials as described herein,  shall be deemed to
limit, modify, or waive any representation or warranty or covenant of IFM or any
of the Stockholders under Section 5 of this Agreement.

     6.10.  DISCLOSURE.  No  representation  or  warranty  by  Cryolife or Newco
contained in this  Agreement and no statement  contained in any  certificate  or
schedule  furnished by CryoLife pursuant to the provisions hereof to the best of
knowledge of CryoLife  contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the  statements  therein not
misleading.

                                    ARTICLE 7

                                 INDEMNIFICATION

     7.1.   INDEMNIFICATION   BY  STOCKHOLDERS.   Dr.  Pruitt,  Sr.  and  Thomas
Alexandris,  jointly and severally,  hereby agree to indemnify and hold CryoLife
and the Surviving Corporation, and each of its respective affiliates, directors,
officers,   employees  and  agents,   harmless  from  and  against  all  claims,
liabilities,   lawsuits,   costs,  damages  or  expenses   (including,   without
limitation,  reasonable  attorneys' fees and expenses  incurred in litigation or
otherwise) not covered,  paid and  indemnified  under any  applicable  insurance
coverage,  arising  out  of  and  sustained  by any  of  them  due  to  (a)  any
misrepresentation  or  breach  of  any  representation,  warranty,  covenant  or
agreement of IFM or any  Stockholder  contained in this Agreement or any Closing
Document;  or (b) any liability or obligation relating to the operation of IFM's
business,  the  Transactions  or the ownership or use of the Assets,  claimed or
demanded by third parties against CryoLife or the Surviving  Corporation arising
out of the operation of IFM's business,  the  Transactions,  or the ownership or
use of the Assets through the Closing Date not specifically  disclosed herein or
in the Schedules  attached  hereto  (collectively  all claims  described in this
Section 7.1, being "Section 7.1 Indemnified Claims").

     7.2.  INDEMNIFICATION BY CRYOLIFE.  CryoLife hereby agrees to indemnify and
hold  the  Stockholders  harmless  from and  against  all  claims,  liabilities,
lawsuits,  costs,  damages or expenses (including without limitation  reasonable
attorneys  fees and expenses  incurred in litigation or otherwise)  not covered,
paid and indemnified under any applicable insurance coverage, arising out of and
sustained  by  any  of  them  due  to any  misrepresentation  or  breach  of any
representation,  warranty,  covenant  or  agreement  of  CryoLife,  Newco or the
Surviving Corporation in this Agreement or any Closing Document.

     7.3.  PROVISIONS  REGARDING  INDEMNIFICATION.  The  indemnified  party  (or
parties)   shall  promptly   notify  (in  accordance   with  Section  12.6)  the
indemnifying party (or parties) of any



                                      -28-





claim,  demand,  action or proceeding for which  indemnification  will or may be
sought under Section 7.1 or 7.2 of this  Agreement  and, if such claim,  demand,
action or proceeding is a third party claim, demand,  action or proceeding,  the
indemnifying  party will have the right,  at its expense,  to assume the defense
thereof  using  counsel  reasonably  acceptable to the  indemnified  party.  The
indemnified  party shall have the right to  participate in (at its own expense),
but not control,  the defense of any such third party claim,  demand,  action or
proceeding.  The  indemnified  party (or  parties)  shall  promptly  notify  (in
accordance  with  Section  12.6) the  indemnified  party (or parties) of any tax
related  audit  requested or instituted  by any local,  state,  or federal (IRS)
taxing authority in which event the  indemnifying  party will have the right, at
its sole expense,  to assume the defense  thereof using  accountants  reasonably
acceptable  to  the  indemnified  party,  and  legal  counsel  selected  by  the
indemnifying party. The indemnified party shall have the right to participate in
(at its own  expense),  but not  control,  the  defense of any such third  party
claim,  demand,  action or proceeding.  In connection  with any such third party
claim,  demand,  action  or  proceeding,  the  Stockholders,  CryoLife  and  the
Surviving  Corporation  shall  cooperate  with each  other.  No such third party
claim,  demand,  action or proceeding shall be settled without the prior written
consent of the indemnified  party  provided,  however,  that if a firm,  written
offer is made to settle any such third party claim, demand, action or proceeding
and  the  indemnifying   party  proposes  to  accept  such  settlement  and  the
indemnified  party  refuses  to  consent  to  such  settlement,  then:  (i)  the
indemnifying  party shall be excused from,  and the  indemnified  party shall be
solely  responsible for, all further defense of such third party claim,  demand,
action or proceeding;  and (ii) the maximum liability of the indemnifying  party
relating to such third party claim,  demand,  action or proceeding  shall be the
amount of the proposed  settlement if the amount  thereafter  recovered from the
indemnified  party on such third party claim,  demand,  action or  proceeding is
greater than the amount of the proposed settlement.

     7.4.  SURVIVAL.  The  representations  and  warranties  contained  in  this
Agreement  and in the Closing  Documents  delivered at the Closing shall survive
the Closing for a period ending on the first anniversary date of the Closing and
shall thereafter  cease to be of any force and effect,  except for (a) claims as
to which  notice has been given in  accordance  with Section 7.3 hereof prior to
such  date and which are  pending  on such  date,  and (b)  representations  and
warranties relating to: (i) title to IFM's Assets (Section 5.12), (ii) ownership
of stock of IFM by the  Stockholders  (Section 5.5), (iii) taxes (Section 5.11),
(iv) employee benefits (Section 5.21), (v) hazardous  substances (Section 5.24),
(vi) immigration matters (Section 5.23), or (vii) financial  statements (Section
5.8),  each of which shall survive  until the end of the statute of  limitations
applicable to the underlying claim for which indemnification is sought.

                                    ARTICLE 8

                            CONDITIONS TO OBLIGATIONS
                         OF CRYOLIFE AND NEWCO TO CLOSE

     Each and every  obligation of CryoLife and Newco under this Agreement to be
performed on or prior to the Closing shall be subject to the fulfillment,  on or
prior to the Closing, of each of the following conditions:




                                      -29-





     8.1.  REPRESENTATIONS  AND WARRANTIES TRUE AT CLOSING.  The representations
and warranties made by IFM and the Stockholders in or pursuant to this Agreement
or given on their  behalf  hereunder  shall be true and correct on and as of the
Closing Date with the same effect as though such  representations and warranties
had been made or given on and as of the Closing Date.

     8.2. OBLIGATIONS  PERFORMED.  IFM and the Stockholders shall have performed
and complied with all agreements and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing.

     8.3.  CONSENTS.  IFM shall have obtained and delivered to CryoLife  written
consents of all Persons or entities  whose consent is required to consummate the
Transactions,  including,  without  limitation,  the  unanimous  consent  of the
Stockholders,  and all of such consents shall remain in full force and effect at
and as of the Closing.

     8.4. CLOSING  DELIVERIES.  IFM and/or the Stockholders shall have delivered
to CryoLife  each of the  following,  together with any  additional  items which
CryoLife may reasonably request to effect the transactions contemplated herein:

          (a) Stock  Certificates  representing  all of the outstanding  capital
stock of IFM;

          (b) a certificate of the President of IFM certifying as to the matters
set forth in Sections 8.1, 8.2 and 8.3 hereof and as to the  satisfaction of all
other conditions set forth in this Article 8;

          (c) Articles of Merger duly  executed by an officer of IFM, for filing
in accordance with the provisions of Section 2.2 hereof,

          (d) certified  copies of the corporate  resolutions of IFM authorizing
the execution,  delivery and performance of this Agreement by IFM, together with
incumbency certificates with respect to the respective officers of IFM executing
documents or instruments on behalf of IFM;

          (e) the Independent  Consulting Agreement duly executed by Dr. Pruitt,
Sr.;

          (f)  written  consents  from all  parties to all leases and  contracts
whose consent to the Merger is required;

          (g) the  corporate  minute  books,  seals (if any) and stock  transfer
books of IFM, certified by the corporate secretary of IFM (in form and substance
acceptable to CryoLife) as true, correct and complete;

          (h) an opinion of counsel to IFM and the Stockholders substantially in
the form of Exhibit 8.4(g) attached hereto;




                                      -30-





          (i)   Non-Competition   Agreements   duly  executed  by  each  of  the
Stockholders of IFM;

          (j) the representation letters required by Section 10.1;

          (k) the Closing Trade Payables and Accrued Expenses List;

          (l) the New Facility Lease  Agreement,  duly executed by the Trust, in
form mutually acceptable to Newco and the Trust; and

          (m)  Confidentiality  Agreements  in the form of Schedule  5.19(b) for
each employee identified on list of employees attached to Schedule 5.19(b);

          (n) any other  documents  or  agreements  contemplated  hereby  and/or
necessary or appropriate to consummate the Transactions.

     8.5. NO  CHALLENGE.  There shall not be pending or  threatened  any action,
proceeding or  investigation  before any court or  administrative  agency by any
government  agency or any pending  action by any other Person,  challenging,  or
seeking  material  damages  in  connection  with the  Merger or the  ability  of
CryoLife or any of its affiliates to own and operate IFM or otherwise materially
adversely  affecting the business,  assets,  prospects,  financial  condition or
results of operations of IFM.

     8.6. NO  INVESTIGATIONS  OF IFM OR  BUSINESS.  As of the Closing Date there
shall be no, and neither IFM nor any Stockholder shall have any knowledge of any
pending  or  threatened  investigation  by  any  municipal,   state  or  federal
government  agency or regulatory body with respect to IFM, IFM's assets or IFM's
business.

     8.7. NO MATERIAL ADVERSE EFFECT.  Since December 31, 1996, there shall have
been no Material Adverse Effect.

     8.8.  SECURITIES LAWS. The parties shall have complied with all federal and
state securities laws applicable to the Transactions.  All "Blue Sky" permits or
approvals required to carry out the Transactions shall have been received.

     8.9. APPROVAL. CryoLife shall have received at Closing copies of minutes of
meetings of the Stockholders and the Board of Directors of IFM, certified by the
corporate secretary of IFM, unanimously approving and authorizing the Merger and
the Transactions.

     8.10.  REVISED  SCHEDULES.  IFM and the  Stockholders  shall have  provided
CryoLife  with  revised  Schedules  dated as of the Closing  Date (the  "Revised
Schedules"), with all material changes through such date duly noted thereon, and
the Revised  Schedules  will not contain any  disclosures  which (i) should have
been but were not disclosed on the Schedules  attached  hereto or (ii) set forth
material  changes  which in the  opinion  of  CryoLife,  individually  or in the
aggregate, could reasonably be expected to have a Material Adverse Effect unless
such disclosures are approved in writing by CryoLife.




                                      -31-





     8.11. LEGALITY. No federal or state statute,  rule,  regulation,  executive
order,  decree or injunction  shall have been enacted,  entered,  promulgated or
enforced by any court or  governmental  authority which is in effect and has the
effect of making the Merger illegal or otherwise prohibiting the consummation of
the Merger.

     8.12.  REGULATORY  MATTERS.  All  filings  shall  have  been  made  and all
approvals  shall have been  obtained  as may be  legally  required  pursuant  to
federal and state laws prior to the  consummation  of the  Transactions  and all
actions by or in respect of, or filings with, any governmental  body,  agency or
official or any other Person  required to permit the  consummation of the Merger
so that the  Surviving  Corporation  shall be able to  continue  to carry on the
business of IFM substantially in the manner now conducted by IFM shall have been
taken or made.

     8.13.  REPAYMENT  OF  DEBTS.  At  the  Closing,  all  officers,  directors,
stockholders  and employees of IFM shall repay to the Surviving  Corporation  in
full any outstanding indebtedness owed to IFM by them or their families.

     8.14.  TERMINATION OF STOCK RIGHTS.  All Stock Rights of IFM, if any, shall
be terminated on or before the Closing.

     8.15.  RELEASES.  Each of the Stockholders  shall have executed releases in
favor of IFM in the form of Exhibit 8.15 attached hereto.

     8.16. FACILITIES. IFM shall deliver to Cryolife documentation evidencing to
Cryolife's satisfaction that the leases for the existing facility currently used
by IFM at 12165 49th Street North,  Pinellas  Park,  Florida 33565 and the lease
for the Present  Facility  have been  extended by the  lessors  thereof  through
December 31, 1997.

                                    ARTICLE 9

                               CONDITIONS TO IFM'S
                          AND STOCKHOLDERS' OBLIGATIONS

     Each and every obligation of IFM and the Stockholders  under this Agreement
to be performed on or prior to the Closing, shall be subject to the fulfillment,
on or prior to the Closing, of each of the following conditions:

     9.1.  REPRESENTATIONS  AND WARRANTIES TRUE AT CLOSING.  The representations
and  warranties  made by CryoLife and Newco in or pursuant to this  Agreement or
given on its behalf hereunder shall be true and correct on and as of the Closing
Date with the same effect as though such representations and warranties had been
made or given on and as of the Closing Date.

     9.2.  OBLIGATIONS  PERFORMED.  CryoLife and Newco shall have  performed and
complied  with all of its  obligations  under  this  Agreement  which  are to be
performed or complied with by it prior to or at the Closing.




                                      -32-





     9.3.  CLOSING  DELIVERIES.  CryoLife and Newco shall have  delivered to the
Stockholders each of the following, together with any additional items which the
Stockholders may reasonably request to effect the Transactions:

          (a) the Aggregate Closing Cash Consideration;

          (b) the Debenture;

          (c)  certified  copies of the  corporate  resolutions  of CryoLife and
Newco  authorizing the execution,  delivery and performance of this Agreement by
CryoLife and Newco,  together with incumbency  certificates  with respect to the
respective  officers of CryoLife executing documents or instruments on behalf of
CryoLife;

          (d) a  certificate  of the  President  or Chief  Executive  Officer of
CryoLife  certifying  as to the matters set forth in Sections 9.1 and 9.2 hereof
and as to the satisfaction of all other conditions set forth in this Article 9;

          (e) the Independent  Consulting  Agreement with Dr. Pruitt,  Sr., duly
executed by CryoLife;

          (f) opinion of counsel to CryoLife and Newco substantially in the form
of Exhibit 9.3(f);

          (g) the New Facility Lease Agreement,  duly executed by Newco, in form
mutually acceptable to Newco and the Trust;

          (h) the New Facility Guaranty, duly executed by Cryolife; and

          (i) any other  documents  or  agreements  contemplated  hereby  and/or
necessary or appropriate to consummate the Transactions.

     9.4. NO  CHALLENGE.  There shall not be pending or  threatened  any action,
proceeding or  investigation  before any court or  administrative  agency by any
government  agency or any pending  action by any other  Person,  challenging  or
seeking  material  damages  in  connection  with the  Merger or the  ability  of
CryoLife or any of its affiliates to own and operate IFM or otherwise materially
adversely  affecting the business,  assets,  prospects,  financial  condition or
results of operations of IFM.

                                   ARTICLE 10

                       PROVISIONS REGARDING THE DEBENTURE

     10.1.  REPRESENTATIONS  BY  THE  DEBENTURE  HOLDER.  The  Debenture  Holder
represents and warrants to CryoLife that such Debenture  Holder is acquiring the
Debenture  for  investment  and not with a view to the  distribution  or  resale
thereof, and will confirm such intention to



                                      -33-





CryoLife  by  letter  simultaneously  with  the  Closing.  The  issuance  of the
Debenture  hereunder has not been  registered  under the  Securities  Act or any
other state securities or Blue Sky law.

     10.2. COVENANTS OF THE DEBENTURE HOLDER. The Debenture Holder covenants not
to offer, sell, transfer,  assign, mortgage,  pledge, or otherwise dispose of or
encumber the Debenture delivered to him pursuant to this Agreement unless in the
opinion of counsel  acceptable to CryoLife given prior to such transaction,  (a)
such  transaction  may be effected in compliance  with the  Securities  Act, the
Florida  Act and any other  applicable  state  securities  or Blue Sky law,  and
without registration  thereunder,  or (b) if such registration is required, that
such registration has become effective and remains in effect.

     10.3.  LEGEND,  ETC. The Debenture Holder agrees that CryoLife will endorse
on any  certificate  for the Debenture to be delivered to such Debenture  Holder
pursuant to this Agreement an appropriate  legend referring to the provisions of
Sections 10.1 and 10.2 hereof and the absence of registration  thereof, and that
CryoLife may instruct  its transfer  agents not to transfer any such  securities
unless advised by CryoLife that such provisions have been complied with.

     10.4. DUE DILIGENCE.  The Debenture Holder acknowledges that such Debenture
Holder has had full  opportunity  to investigate  the business of CryoLife,  and
that the investment in the Debenture is highly speculative. The Debenture Holder
represents  that such  Debenture  Holder can bear the economic  risks of such an
investment.  The Debenture Holder also represents that such Debenture Holder has
such  familiarity  with the business of CryoLife that such  Debenture  Holder is
able to evaluate the advisability of such Debenture  Holder's  investment in the
Debenture  based upon the  information  made available to such Debenture  Holder
which includes, without limitation, the Securities Filings. The Debenture Holder
acknowledges and has carefully reviewed the "Risk Factors" discussion  contained
in the Form S-3 of CryoLife filed with the Securities and Exchange Commission on
November 21, 1996.

     10.5.  REGISTRATION.  Upon  request by the  holders  of a  majority  of the
aggregate  outstanding  principal amount of the Debenture(s),  and assuming Form
S-3 is available to CryoLife for such a transaction  under the Securities Act of
1933,  CryoLife will, upon no less than 45 days' notice, use its best efforts to
file a  registration  statement  on Form S-3  (utilizing  Rule 415 to the extent
available)  to register up to  one-third  of the  aggregate  Merger  Shares (the
"Annual Limit") subject to the  Debenture(s) of such of the Debenture  Holder(s)
as choose to  participate.  CryoLife  shall be required to file no more than one
such  registration  statement during any consecutive  eight-month  period and no
more than three in the aggregate.  In the event there is more than one Debenture
Holder and the number of Merger Shares  requested to be  registered  exceeds the
Annual  Limit,  then  those  Debenture  Holders  requesting   registration  (the
"Participating  Holders")  shall be entitled  to  register  up to such  holder's
Proportionate   Debenture  Amount  (as  defined  below)  of  the  Annual  Limit.
"Proportionate  Debenture  Amount"  shall  mean  that  number,  expressed  as  a
percentage, that the principal amount of a Debenture Holder's Debenture bears to
the  outstanding  principal  amount  of all  Debentures  held  by  Participating
Holders.




                                      -34-





     10.6.  EXPENSES OF  OFFERING.  Without  regard to whether the  registration
statement  relating to the proposed sale of the Merger Shares is made  effective
or the proposed  sale of such Merger Shares is carried out,  CryoLife  shall pay
the fees and  expenses  in  connection  with  any such  registration  including,
without  limitation,  legal,  accounting  and  printing  fees  and  expenses  in
connection  with such  registration  statements,  the  registration  filing  and
examination fees paid under the Securities Act and state securities laws and the
filing  fees  paid to the  National  Association  of  Securities  Dealers,  Inc.
Notwithstanding the foregoing, the Debenture Holder shall be responsible for the
payment of underwriting  discounts and commission,  if any,  applicable transfer
taxes and fees and charges of any attorneys or other  advisers  retained by such
Debenture Holder.

     10.7. REGISTRATION PROCEDURES AND EXPENSES. If and whenever pursuant to the
provisions  of this Article 10 CryoLife  effects  registration  of  Debenture(s)
under the Securities Act of 1933 and state securities laws, CryoLife shall:

          (a) Prepare and file with the  Securities  and  Exchange  Commission a
registration  statement with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for a period
not to exceed two months;

          (b) Use its best efforts to register or qualify the securities covered
by such  registration  statement  under the  securities or blue sky laws of such
jurisdictions   as  the  underwriters  or  the  holder(s)  of  the  Debenture(s)
pertaining  to the Merger Shares  subject to the  registration,  as  applicable,
shall reasonably request,  and do any and all other acts and things which may be
necessary or advisable (in the sole opinion of CryoLife) to enable the Debenture
Holder(s)  offering  such  securities  to consummate  the  disposition  thereof;
provided, however, that in no event shall CryoLife be obligated to qualify to do
business in any  jurisdiction  where it is not now so  qualified  or to take any
action  which  would  subject it to the  service of process in suits  other than
those  arising  out of the  offer  or sale  of the  securities  covered  by such
registration statement in any jurisdictions where it is not now so subject.

     10.8. LIMITATION ON OBLIGATIONS TO REGISTER. Anything in this Article 10 to
the contrary notwithstanding:

          (a) CryoLife shall not be obligated pursuant to Section 10.5 to effect
any registration after three years from the Closing Date, or such shorter period
as may hereafter be specified in Rule 144(k).

          (b)  CryoLife  may defer the filing of any  registration  statement or
suspend  the  use of a  prospectus  under  a  currently  effective  registration
statement  under  Section 10.5 at its  discretion  for good cause.  For example,
CryoLife  may defer the filing  ("Filing")  if (i) CryoLife is engaged in active
negotiations  with  respect  to an  acquisition  which  would in the  opinion of
counsel for CryoLife be required to be  disclosed in the Filing;  or (ii) in the
opinion of counsel for CryoLife,  the Filing would require the inclusion therein
of certified financial statements other than those in respect of CryoLife's most
recently ended full fiscal year and any preceding full fiscal year, and CryoLife
may then, at its option,  delay the  imposition of its  obligations  pursuant to
Section 10.5 hereof until the earlier of (A) the  conclusion or  termination  of
such negotiations,


                                      -35-





or the date of availability of such certified financial statements, whichever is
applicable,  or (B) 120 days from the date of the  registration  request  (which
period  may be  extended  prior to the  expiration  of the  deferred  period  by
CryoLife  for up to  one  additional  90-day  period  with  the  consent  of the
Debenture  Holder(s),  which  consent  will  not  be  unreasonably  withheld  or
delayed).

     In the event  CryoLife  has  deferred a requested  Filing,  pursuant to the
preceding paragraph, such deferral period shall end if CryoLife registers shares
for resale by another stockholder of CryoLife on Form S-3. In the event CryoLife
undertakes an underwritten public offering for cash during any period in which a
requested  Filing has been  deferred,  CryoLife  shall  provide  the  requesting
Debenture Holder(s) with customary "piggyback" rights,  subject to (i) the right
of the  managing  underwriters  to object to  including  such  shares,  (ii) any
currently   existing  piggyback  rights,  and  (iii)  the  condition  that  such
requesting  Debenture  Holder(s) shall cooperate in the registration  process in
all material respects,  including  execution by such Debenture  Holder(s) of the
underwriting agreement agreed to by CryoLife and the underwriters.

          (c)  CryoLife  may  amend  any  registration   statement  to  withdraw
registration of any selling  Debenture  Holder's Merger Shares if such Debenture
Holder shall fail or refuse to cooperate in full and in a timely manner with all
reasonable  requests  relating  to such  registration  and the  public  offering
generally made by CryoLife,  the underwriters (if any), their respective counsel
and CryoLife's auditors.

     10.9. INDEMNIFICATION.

          (a)  Notwithstanding  anything  contained  to the  contrary in, and in
addition to, Article 7, with respect to any registration  statement  relating to
any Merger  Shares  sold by a  Debenture  Holder,  such  Debenture  Holder  will
indemnify  CryoLife,  its  directors,  each  officer who signs the  registration
statement and each person,  if any, who controls  CryoLife within the meaning of
the Securities Act, in writing, in form and substance  acceptable to counsel for
CryoLife,  against any and all expenses, claims, damages or liabilities to which
CryoLife may become subject under the Securities Act,  Exchange Act, the Florida
Act, the Georgia Act, or otherwise, insofar as such expenses, claims, damages or
liabilities  arise out of or are based  upon any  untrue  statement  or  alleged
untrue  statement of any material fact contained in any preliminary  prospectus,
registration statement, final prospectus or any amendment or supplement thereto,
or any filing made  pursuant to the  Exchange  Act, or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated  therein or  necessary  to make  statements  contained  therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
therein in reliance upon and in conformity with written information furnished to
CryoLife by such Debenture Holder expressly for use in the preparation thereof.

          (b) With respect to any registration  statement relating to any Merger
Shares held by the Debenture  Holder(s),  CryoLife will indemnify each Debenture
Holder,  and each person,  if any, who  controls a Debenture  Holder  within the
meaning of the Securities Act,



                                      -36-





against all expenses,  claims,  damages or liabilities to which either Debenture
Holder, any such underwriter, or any such controlling person may become subject,
under the Securities Act, the Exchange Act, the Florida Act, the Georgia Act, or
otherwise, insofar as such expenses, claims, damages or liabilities arise out of
or are based  upon any  untrue  statement  or alleged  untrue  statement  of any
material fact contained in any preliminary  prospectus,  registration statement,
final prospectus or any amendment or supplement thereto, or any filing under the
Exchange Act, or arise out of or are based upon the omission or alleged omission
to state therein a material  fact required to be stated  therein or necessary to
make the statements contained therein not misleading;  provided,  however,  that
CryoLife shall not be liable to a Debenture Holder or to any controlling  person
of a Debenture Holder in any such case to the extent that such expenses, claims,
damages or  liabilities  arise out of or are based upon any untrue  statement or
alleged  untrue  statement  or  omission  or alleged  omission  made  therein in
reliance upon and in conformity with written  information  furnished to CryoLife
by a Debenture Holder expressly for use in the preparation thereof.

     10.10.  INVESTMENT  REPRESENTATIONS.  CryoLife  may require  any  Debenture
Holder,  as a condition of conversion of any portion of any  Debenture,  to give
written  assurances in substance and form satisfactory to CryoLife to the effect
that such person is acquiring the Merger Shares subject to the Debenture for his
own account for  investment  and not with any  present  intention  of selling or
otherwise  distributing  the same,  and to such other  effect as CryoLife  deems
necessary or appropriate  in order to comply with federal and  applicable  state
securities laws.

     10.11.  COMPLIANCE WITH SECURITIES  LAWS. The Debenture shall be subject to
the  requirement  that, if at any time counsel to CryoLife shall  determine that
the listing, registration, or qualification of the Merger Shares subject to such
Debenture upon any securities exchange or under any state or federal law, or the
consent or approval of any  governmental  or regulatory  body, is necessary as a
condition  of,  or in  connection  with,  the  issuance  or  purchase  of shares
thereunder,  such Debenture may not be converted in whole or in part unless such
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected  or  obtained  on  conditions   acceptable   to  CryoLife.   Except  as
specifically contained herein, CryoLife shall not be required to apply for or to
obtain such listing, registration, or qualification.

                                   ARTICLE 11

                                   TERMINATION

     11.1. TERMINATION.  This Agreement may be terminated at any time before the
Closing Date:

          (a) by mutual written consent of CryoLife and IFM;

          (b) by  CryoLife if (i) there  occurs a  substantial  loss,  damage or
diminution of assets or other material  adverse change in IFM or the business of
IFM or  arising  from any cause  beyond  the  reasonable  control  of IFM or the
Stockholders  including theft, fire, flood or act of God prior to Closing;  (ii)
the revenues and earnings progress of IFM as shown on the


                                      -37-





books and records of IFM at the Closing has not continued  within such ranges as
are consistent with prior  performance of IFM; or (iii) IFM's entering into this
Agreement  and   consummating   the   Transactions   are  not  approved  by  the
Stockholders;

          (c) by any  nonbreaching  party  hereto if there  has been a  material
breach of any representation,  warranty, covenant or agreement contained in this
Agreement on the part of any nonterminating party hereto;

          (d) by either  CryoLife or IFM if the Closing is not consummated on or
before March 7, 1997,  unless the failure to close by such date is  attributable
to actions or omissions of the party seeking to terminate this  Agreement  under
this subsection; or

          (e) in accordance with CryoLife's election under Section 12.1.

     11.2.  EFFECTS OF  TERMINATION.  In the event this  Agreement is terminated
pursuant to Section 11.1(a),  11.1(b)(i),  or 11.1(d) above, no party shall have
any  obligations  to the  others  hereunder.  If this  Agreement  is  terminated
pursuant to Section  11.1(b)(ii) or 11.1(c),  each party hereto may exercise all
remedies  available  to it under this  Agreement,  at law or in equity.  If this
Agreement is  terminated,  CryoLife and Newco shall  promptly  return to IFM all
copies of the due diligence materials previously provided by IFM to CryoLife and
Newco or their representatives and the obligations in respect of confidentiality
set forth herein shall remain in effect.

                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS

     12.1.  RISK OF LOSS.  The risk of loss prior to the  Closing  Date shall be
with  IFM.  In the  event  that any of IFM's  assets  or the  operations  of the
business of IFM shall have been  damaged or  otherwise  adversely  affected as a
result of any  strike,  accident  or other  casualty or act of God or the public
enemy, or any judicial,  administrative or governmental  proceeding at such time
as IFM  proposed to close,  then  CryoLife  shall have the options of either (a)
proceeding to close with an assignment  of any insurance  proceeds  which may be
paid to reflect such loss or damage or (b)  terminating  this Agreement  without
further liability to IFM or the Stockholders.

     12.2. SEVERABILITY. If any provision of this Agreement is prohibited by the
laws of any  jurisdiction as those laws apply to this Agreement,  that provision
shall be ineffective to the extent of such prohibition  and/or shall be modified
to conform with such laws, without invalidating the remaining provisions hereto.

     12.3. MODIFICATION. This Agreement may not be changed or modified except in
writing  specifically  referring  to this  Agreement  and  signed by each of the
parties hereto.

     12.4.  ASSIGNMENT,  SURVIVAL AND BINDING AGREEMENT.  This Agreement and the
Closing  Documents  may not be assigned by  CryoLife,  except to an affiliate of
CryoLife, and



                                      -38-





may not be assigned by IFM or any Stockholder, without the prior written consent
of CryoLife.  The terms and  conditions  hereof  (including  without  limitation
Section  3.16) shall  survive the Closing as provided  herein and shall inure to
the  benefit  of and be binding  upon the  parties  hereto and their  respective
heirs, personal representatives, successors and assigns.

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

     12.6. NOTICES. All notices,  demands, requests or other communications that
may be or are  required to be given,  served,  or sent by any party to any other
party pursuant to this Agreement  shall be in writing and shall be (a) mailed by
first-class,  registered or certified mail,  return receipt  requested,  postage
prepaid,  or (b)  transmitted  by hand delivery  (including  delivery by Federal
Express or similar reputable guaranteed overnight courier service), addressed as
follows:

     If to IFM or the Stockholders:     Ideas for Medicine, Inc.
                                        12167 49th Street North
                                        Clearwater, Florida  34622
                                        Attention:  J. Crayton Pruitt, M.D.
                                        Telefax:  (813) 823-8606

     with a copy to:                    Charles F. Arnold, Esq.
                                        621 Sixth Avenue South
                                        St. Petersburg, Florida 33701
                                        Telefax: (813) 823-2742

     If to CryoLife or Newco:           CryoLife, Inc.
                                        1655 Roberts Boulevard, NW
                                        Kennesaw, Georgia  30144
                                        Attention:  President and Chief 
                                                    Executive Officer
                                        Telefax:  (770) 426-0031

         with a copy to:                Arnall Golden & Gregory
                                        2800 One Atlantic Center
                                        1201 West Peachtree Street
                                        Atlanta, Georgia  30309-3450
                                        Attention:  Clinton Richardson.
                                        Telefax:  (404) 873-8665

Each party may designate by notice in writing a new address to which any notice,
demand,  request or  communication  may thereafter be so given,  served or sent.
Each  notice,  demand,  request or  communication  that is mailed,  delivered or
transmitted in the manner  described above shall be deemed  sufficiently  given,
served,  sent,  and received for all purposes at such time as it is delivered to
the addressee (with the return receipt, the delivery receipt or the affidavit of
messenger being deemed conclusive evidence of such delivery) or at such time as



                                      -39-





delivery is refused by the addressee upon presentation.  All notices,  requests,
demands,  claims and other  communications  hereunder  will be in  writing.  Any
notice, request, demand, claim, or other communication hereunder shall be deemed
duly given if (and then two  business  days after) it is sent by  registered  or
certified mail, return receipt  requested,  postage prepaid and addressed to the
intended recipient as set forth below.

     12.7.  ENTIRE  AGREEMENT;  NO THIRD PARTY  BENEFICIARIES.  This  Agreement,
together with the Exhibits and Schedules attached hereto, constitutes the entire
agreement and  supersedes any and all other prior  agreements and  undertakings,
both written and oral,  among the parties,  or any of them,  with respect to the
subject matter hereof and, except as otherwise expressly provided herein, is not
intended to confer upon any Person other than  CryoLife,  IFM,  Newco and, after
the Closing Date, the Stockholders, any rights or remedies hereunder.

     12.8.  GOVERNING  LAW;  JURISDICTION  AND VENUE.  This  Agreement  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Florida, excluding those relating to conflicts of laws.

     12.9. MUTUAL CONTRIBUTION.  The parties to this Agreement and their counsel
have mutually  contributed to its drafting.  Consequently,  no provision of this
Agreement  shall be  construed  against  any party on the ground that such party
drafted the  provision  or caused it to be drafted or the  provision  contains a
covenant of such party.

     12.10. ATTORNEY'S FEES. In any action between the parties to enforce any of
the terms of this Agreement,  the prevailing  party shall be entitled to recover
reasonable expenses, including reasonable attorney's fees.

     12.11.  FURTHER ASSURANCES.  The parties to this Agreement agree to execute
and or  deliver,  either  before or after  Closing,  any  further  documents  or
agreements contemplated hereby and/or necessary or appropriate to effectuate and
consummate the Transactions contemplated hereby,  including,  without limitation
the  transfer  of  IFM's  rights  to  the  Intellectual  Property.  Each  of the
Stockholders agrees to provide to CryoLife,  both before and after closing, such
information  as  CryoLife  may  reasonably  request in order to  consummate  the
Transactions  contemplated hereby and to effect an orderly transition  following
Closing.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                     CRYOLIFE:

                                     CRYOLIFE, INC.


                                     By:_______________________________
                                        Steven G. Anderson
                                        President and Chief Executive
                                        Officer




                                      -40-





                                      NEWCO:

                                      CRYOLIFE ACQUISITION CORPORATION


                                       By:_______________________________
                                          Steven G. Anderson
                                          President and Chief Executive Officer

                                       IFM:

                                       IDEAS FOR MEDICINE, INC.


                                        By:_______________________________
                                        Name:_____________________________
                                        Title:______________________________




                                      -41-






STOCKHOLDERS:


- -----------------------------------
J. Crayton Pruitt, Sr., M.D.

- -----------------------------------
Thomas Benham


- -----------------------------------
Thomas Alexandris

- -----------------------------------
Tom Judge

- -----------------------------------
Natalie Judge

- -----------------------------------
Helen Wallace

- -----------------------------------
J. Crayton Pruitt, Jr., M.D.

- -----------------------------------
Johanna Pruitt




                                      -42-





                         LIST OF SCHEDULES AND EXHIBITS

Schedule 3.2      Distribution of Closing Consideration
Schedule 3.4      Allocation of Closing Consideration
Schedule 4.1      IFM Consents
Schedule 4.9      Stock Rights
Schedule 5.2      IFM Stockholdings, Officers and Directors
Schedule 5.4      Exceptions to Required Consents
Schedule 5.7      Licenses and Permits
Schedule 5.8      Liabilities not disclosed on Historical Financials
Schedule 5.10     Changes Since 12/31/95
Schedule 5.11     Taxes
Schedule 5.12     Encumbrances
Schedule 5.13     Vehicles; Fixed Assets
Schedule 5.14     Inventory
Schedule 5.15(a)  Trade Payables; Accrued Expenses
Schedule 5.15(c)  Debts and Obligations
Schedule 5.16     Accounts Receivable
Schedule 5.17     Contracts and Commitments
Schedule 5.18     Leases
Schedule 5.19(a)  Intellectual Property
Schedule 5.19(b)  Form of Confidentiality Agreement
Schedule 5.20     Litigation
Schedule 5.21(a)  Employee Benefit Plans
Schedule 5.21(c)  IFM Employees Eligible for Continuation Coverage
Schedule 5.21(d)  Noncompliance regarding Employee Benefit Plans
Schedule 5.21(e)  Liability for Employee Benefits
Schedule 5.21(f)  Benefits to Former Directors or Employees
Schedule 5.21(g)  Changes in Employee Benefit Plans
Schedule 5.21(h)  Sick Leave and Vacation Time
Schedule 5.23     Immigration Matters
Schedule 5.25     Insurance Policies
Schedule 5.26     Certain Contracts
Schedule 5.27     Bank Accounts
Schedule 5.28     Advisors Fees
Schedule 6.3      CryoLife Consents

Exhibit 2.2       Articles of Merger
Exhibit 3.1       Form of Convertible Subordinated Debenture
Exhibit 4.2       Form of Consulting Agreement with J. Crayton Pruitt, Sr., M.D.
Exhibit 4.11(a)   Form of Lease
Exhibit 4.11(b)   Form of Guaranty
Exhibit 4.13      Form of Non-Competition Agreement
Exhibit 8.4(g)    Form of IFM Counsel Opinion
Exhibit 8.15      Form of Release
Exhibit 9.3(f)    Form of CryoLife and Newco Counsel Opinion


                                      -43-