EXHIBIT
24.1
CONFIRMING
STATEMENT
This
Statement confirms that the undersigned has authorized and designated the Chief
Executive Officer or Chief Financial Officer of CryoLife, Inc. to execute and
file on the undersigned’s behalf all Forms 3, 4 and 5 (including any amendments
thereto) that the undersigned may be required to file with the U.S. Securities
and Exchange Commission as a result of the undersigned’s ownership of or
transactions in securities of CryoLife, Inc. The authority of the Chief
Executive Officer or Chief Financial Officer of CryoLife, Inc. under this
Statement shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with regard to the undersigned’s ownership of or transactions
in securities of CryoLife, Inc., unless earlier revoked in writing. The
undersigned acknowledges that the Chief Executive Officer or Chief Financial
Officer of CryoLife, Inc. is not assuming any of the undersigned’s
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.
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Dated
as of May 1, 2008
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/s/ Harvey Morgan
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Harvey
Morgan
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