RESTATEMENT AND AMENDMENT TO FUNDING AGREEMENT

 Exhibit 10.16(b)

                 RESTATEMENT AND AMENDMENT TO FUNDING AGREEMENT

     THIS  RESTATEMENT  AND FIRST  AMENDMENT TO FUNDING  AGREEMENT  (this "First
Amendment")  is entered into this 6th day of August,  1999,  by and between AMLI
LAND DEVELOPMENT - I LIMITED PARTNERSHIP, an Illinois limited partnership, whose
address is in care of AMLI REALTY CO., 1945 Vaughn Road, Kennesaw, Georgia 30144
(together with its successors and assigns "Amli") and CRYOLIFE,  INC., a Florida
corporation,  whose address is 1655 Roberts Boulevard,  Kennesaw,  Georgia 30144
(together with its permitted successors and assigns "Tenant").

                              W I T N E S S E T H:

     WHEREAS,  Amli and  Tenant  entered  into that  certain  Funding  Agreement
("Agreement"),  dated as of April 14,  1995,  dealing with and  surrounding  the
construction  of a certain  building and other  improvements  and  appurtenances
thereto as described in the Agreement ("Cryolife Phase I");

     WHEREAS, Amli and Cryolife have agreed to the construction of an additional
two-story office/R&D/warehouse/light manufacturing building and improvements and
appurtenances thereto, including an interconnection between Cryolife Phase I and
Cryolife  Phase II (as  that  term is  hereinafter  defined)  thereby  adjoining
Cryolife  Phase I and  Cryolife  Phase II  ("Cryolife  Phase  II") and desire to
restate and amend the Agreement as it relates to Cryolife Phase II;

     WHEREAS,  Amili and Cryolife  desire to enter into this First  Amendment to
restate and amend the Agreement.

     NOW,  THEREFORE,  for  and in  consideration  of TEN  AND  NO/100  ($10.00)
DOLLARS, the premises, and other good and valuable consideration, and the mutual
benefits  that will be derived by the  parties  hereto,  Amli and Tenant  hereby
agree as follows:

     1.   The  recitals   hereinabove  set  forth  are  incorporated  herein  by
          reference as if totally set forth herein.

     2.   The Agreement is hereby incorporated herein by reference and is hereby
          restated in total, except as herein amended.

     3.   The Cryolife  Phase II shall be and is hereby  covered and governed by
          the Agreement.

     4.   The Agreement as restated is hereby amended as follows:

          a.   In the Paragraph styled Land on Page 4, delete the following "The
               term "Land" means an  approximately 11 acre parcel of real estate
               located in the Park, and legally  described on Exhibit A attached
               to the Lease" and  substitute in lieu therefor the following "The
               term "Land" means an approximately 9.5 acre parcel of real estate
               located  in the Park,  and  legally  described  in  Exhibit  A-1,
               attached to the Lease."

          b.   In the  Paragraph  styled  Lease on Page 4, strike the  following
               "The term  "Lease"  shall  mean that  certain  Lease of even date
               herewith  between the Landlord and the Tenant" and  substitute in
               lieu  therefor the  following  "The Term "Lease"  shall mean that
               certain  Restated  and  First  Amendment  to Lease  of even  date
               herewith between the Landlord and the Tenant."

          c.   In Article II, Paragraph  2.2(a),  on Page 6, in the last line of
               the  Paragraph  strike  "April 1,  1997" and  substitute  in lieu
               therefor "March 1, 2001."

          d.   In Article III,  Paragraph 3.3 (a), on Page 9, in the 4th line up
               from the  bottom  of the  Paragraph  strike  "June 1,  1996"  and
               substitute in lieu therefor "October 31, 2000."

          e.   In Article III,  Paragraph 3.5, on Page 10 the following is added
               as a new paragraph  (iii):  "(iii) Provided that Tenant is not in
               default  hereunder,  under the  Lease or under the  Pre-Occupancy
               Agreement,  any  savings by Tenant of the $25.00 per square  foot
               allowance   for   Tenant   Improvements   in  any  phase  of  the
               construction of the Tenant Improvements may be used in subsequent
               phases of Tenant Improvements."

          f.   In  Article  V,  5.1(e) on Page 15, in the 5th and 6th lines from
               the top of the Paragraph  strike "2100 River Edge Parkway,  Suite
               420,  Atlanta,  Georgia  30328" and  substitute  in lieu therefor
               "1945 Vaughn  Road,  Kennesaw,  Georgia  30144," and the 7th line
               from the top of the  Paragraph  strike "2211 New Market  Parkway,
               Suite  142,  Marietta,  Georgia  30067,  and  substitute  in lieu
               therefor" 1655 Roberts Boulevard, Kennesaw, Georgia 30144."

          g.   In Article VI, 6.1(i)(3) on Page 17, in the 2nd line from the top
               of the Paragraph  strike  "April 1, 1997" and  substitute in lieu
               therefor "March 1, 2001," and in  subparagraph  (j) first line of
               the  Paragraph  strike  "April 1,  1997" and  substitute  in lieu
               therefor "March 1, 2001."

          h.   In  Exhibit  A in the  1st  Paragraph  in the  last  line  of the
               Paragraph strike "1995" and substitute in lieu therefor "1999."

          i.   In  Exhibit B in the 1st  Paragraph,  2nd line of this  Paragraph
               strike "1995" and substitute in lieu therefor "1999."

          j.   In  Exhibit C in the 1st  Paragraph,  last line of the  Paragraph
               strike "1995" and substitute in lieu therefor "1999."

          k.   In  Exhibit  F in the 1st  Paragraph,  2nd line of the  Paragraph
               strike "1995" and substitute in lieu therefor "1999."

     The parties  hereto  hereby  ratify,  affirm and confirm the  Agreement  as
restated  and as  amended  hereby  and that the  Agreement  is in full force and
effect and that the parties are hereby bound by the terms and conditions of this
Agreement, as amended.

     IN WITNESS WHEREOF,  Amli and Tenant have caused this First Amendment to be
duly executed under seal as of the date here first above written.

                                TENANT:

                                CRYOLIFE, INC.,
                                a Florida corporation

                                By: /s/ Steven G. Anderson
                                    ----------------------------------------
                                    Steven G. Anderson
                                    Its Chairman, President & CEO

                                    [CORPORATE SEAL]

                                Date of Signature:  8-3-99

                                AMLI LAND DEVELOPMENT -
                                I LIMITED PARTNERSHIP,
                                an Illinois limited partnership

                                By:  AMLI REALTY CO.
                                     a Delaware corporation,
                                     its sole general partner

                                     By:  /s/ Phillip N. Tague
                                          ---------------------------------
                                          Philip N. Tague
                                          Executive Vice President

                                     [CORPORATE SEAL]

                                Date of Signature: 8-6-99

1343488v1 

Basic Info X:

Name: RESTATEMENT AND AMENDMENT TO FUNDING AGREEMENT
Type: Restatement and Amendment to Funding Agreement
Date: April 2, 2001
Company: CRYOLIFE INC
State: Florida

Other info: