EXHIBIT 10.2

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     This First Amendment to Employment  Agreement (the "Amendment") dated as of
the  1st  day of  May,  2003  amends  that  certain  Employment  Agreement  (the
"Agreement")  dated  September  3,  2002  between  CryoLife,   Inc.,  a  Florida
corporation ("CryoLife") and Steven G. Anderson (the "Employee").

                              W I T N E S S E T H:

     WHEREAS,  the parties  inadvertently  failed to include certain  agreements
respecting major medical and life insurance benefits they intended to include in
the Agreement when they prepared and executed the Agreement; and

     WHEREAS,  in order to correct this  mistake,  the parties have entered into
this Amendment.

     NOW, THEREFORE,  in consideration of the premises, the promises hereinafter
set forth and other good and valuable  consideration,  and in order to amend the
Agreement so that it correctly contains all of the agreements and understandings
of the  parties,  the  Agreement  is hereby  amended as follows  effective as of
September 3, 2002:

     1.  Paragraph  6(b) of the Agreement is hereby  deleted in its entirety and
replaced with the following:

          (b) Death. If the Employee's employment is terminated by reason of the
Employee's  death during the Employment  Period,  this Agreement shall terminate
without further  obligation to the Employee's legal  representatives  under this
Agreement,  other than for (i) payment of obligations occurring through the Date
of  Termination  plus one  year's  salary and (ii) for the  provision  of health
insurance to Employee's wife, Ann B. Anderson. In the event of Employee's demise
prior to the  termination  of this  Agreement,  CryoLife  agrees to continue the
major medical  insurance  described in the schedules  attached to this Agreement
for Employee's wife, Ann B. Anderson, for the duration of her life.

     2. The following paragraph is added to Exhibit A of the Agreement:

          Life Insurance.  The life insurance benefits described in the attached
pages from the  CryoLife  Employee  Handbook  but without  the  maximum  benefit
limitation of $350,000.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


     IN WITNESS WHEREOF, the Employee has hereunder set the Employee's hand and,
pursuant to the  authorization  from the  Compensation  Committee  of its Board,
CryoLife has caused these presents to be executed in its name and on its behalf,
all as of the day and year first above written.



                                  /s/ Steven G. Anderson
                                  -------------------------------------------
                                  Steven G. Anderson


                                  CRYOLIFE, INC.



                                  By:  /s/ Ronald D. McCall
                                       ---------------------------------------
                                       Ronald D. McCall, Esq.
                                       Director, Compensation Committee
                                       Member