MEMRY CORP
SECURITIES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2




                         SECURITIES PURCHASE AGREEMENT
                         -----------------------------


                               MEMRY CORPORATION


                               November __, 2000
<PAGE>

                         SECURITIES PURCHASE AGREEMENT
                         -----------------------------


     THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the __nd day
of November, 2000, by and among MEMRY CORPORATION, a Delaware corporation (the
"Company"), and the investors severally and not jointly listed on Schedule A
                                                                  ----------
hereto, each of which is referred to herein as an "Investor".

     THE PARTIES HEREBY AGREE AS FOLLOWS:

     1.   Purchase and Sale of Securities; Purchase Price Allocation.
          ----------------------------------------------------------

          1.1  (a)  Sale and Issuance of Securities.  Subject to the terms and
                    -------------------------------
conditions of this Agreement, including without limitation Sections 1.2 and 5
hereof, on the Closing Date (defined below), each Investor agrees, severally and
not jointly, to purchase and the Company agrees to sell and issue to each
Investor for the purchase price set forth opposite such Investor's name on
Schedule A hereto (1) that number of shares of the Company's common stock, par
----------
value $0.01 per share (the "Common Stock"), set forth opposite such Investor's
name on Schedule A hereto and (2) a Warrant of the Company in the form of
        ----------
Exhibit A hereto (a "Warrant") for a number of shares of Common Stock equal to
---------
that number of shares of Common Stock purchased by such Investor pursuant to
this Section 1.1 (the "Closing").  Each unit, consisting of one share of Common
Stock and a warrant to purchase one share of Common Stock, shall have a purchase
price of $1.00.  The shares of the Common Stock purchased pursuant to this
Section 1.1 hereinafter are referred to as the "Shares" and the Shares, the
Warrants and any Converted Shares (as defined below) hereinafter collectively
are referred to as the "Securities," and the purchase price paid by each
Investor at the Closing pursuant to this Section 1.1 hereinafter is referred to
as the "Purchase Price." Any shares of Common Stock issued by the Company to an
Investor upon such Investor's exercise of a Warrant thereafter shall be referred
to throughout this Agreement as "Converted Shares."

          (b) Purchase Price Allocation.  For all purposes (including tax and
              -------------------------
accounting purposes), the Company and each Investor agrees to allocate the
Purchase Price 90% to the Common Stock being purchased by the Investor and 10 %
to the Warrants.

          1.2  Closing.
               -------

          (a) The Closing shall take place at the offices of Finn Dixon &
Herling LLP, Stamford, Connecticut, commencing at 9:00 a.m. Eastern standard
time on November __, 2000 or at such other time and place on such other date as
the parties shall agree to (the "Closing Date").

          (b) At the Closing the Company shall deliver to each Investor (1) a
certificate representing the Shares and (2) a certificate representing the
Warrant that such Investor is purchasing against payment of the Purchase Price
therefor by check or wire transfer.

     2.   Representations of the Company.
          ------------------------------

       2.1  Organization, Good Standing and Qualification.  The Company is a
       ---  ---------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted.  The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse
effect on its business or properties.
<PAGE>

     2.2  Authorization.  All corporate action on the part of the Company, its
          -------------
officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement and the Warrants, the performance of all
obligations of the Company hereunder and thereunder, and the authorization,
issuance (or reservation for issuance), sale and delivery of the Securities
being sold hereunder, has been taken or will be taken prior to the Closing, and
this Agreement and the Warrants constitute valid and legally binding obligations
of the Company, enforceable in accordance with their respective terms.
Sufficient authorized but unissued shares of Common Stock have been reserved by
appropriate corporate action in connection with the prospective issuance of the
Converted Shares at the initial exercise price.

     2.3  Valid Issuance of the Securities.  The Securities that are being
          --------------------------------
purchased by the Investors hereunder, when issued, sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid and nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under
this Agreement, the terms of the Warrants and under applicable state and federal
securities laws.  The Converted Shares have been duly and validly reserved for
issuance and, upon issuance in accordance with the terms of the Warrants, will
be duly and validly issued, fully paid and nonassessable and will be free of
restrictions on transfer other than restrictions on transfer under this
Agreement.

     2.4    Offering.  Subject in part to the truth and accuracy of each
            --------
Investor's representations set forth in Section 3 of this Agreement, the offer,
sale and issuance of the Securities as contemplated by this Agreement are exempt
from the registration requirements of any applicable state and federal
securities laws, and neither the Company nor any authorized agent acting on its
behalf will take any action hereafter that would cause the loss of such
exemption.

     2.5  SEC Reporting.  The Company has filed all reports, registration
          -------------
statements, definitive proxy statements and other documents and all amendments
thereto and supplements thereof required to be filed by it with the U.S.
Securities and Exchange Commission (the "SEC") since October 31, 1997 (the "SEC
Reports"), all of which have complied in all material respects with all
applicable requirements of the Securities Act of 1933, as amended (the "Act"),
and the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations promulgated thereunder.  As of the respective dates of
filing in final or definitive form (or, if amended or superseded by a subsequent
filing, then on the date of such subsequent filing), none of the Company's SEC
Reports contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading.

     3.   Representations and Warranties of the Investors.  Each of the
          -----------------------------------------------
Investors hereby severally represents and warrants to the Company and
acknowledges and intends that the Company rely thereon, as follows:

          3.1  Investment.  Such Investor is acquiring the Securities for his,
               ----------
her or its own account for investment and not with a view to, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling the same; and, except as contemplated by this Agreement,
such Investor has no present or contemplated agreement, undertaking,
arrangement, obligation, indebtedness or commitment providing for the
disposition thereof.  Such Investor is an "accredited investor" as defined in
Rule 501(a) under the Act.  Such Investor understands that the Securities have
not been, and will not be, registered under the Act by reason of a specific
exemption from the registration provisions of the Act, the availability of which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of such Investor 's representations as expressed herein.

                                      -2-
<PAGE>

          3.2  Authority.  Such Investor has full power and authority to enter
               ---------
into and to perform this Agreement in accordance with its terms.  Any Investor
which is a corporation, partnership or trust represents that it has not been
organized, reorganized or recapitalized specifically for the purpose of
investing in the Company.

          3.3  Experience.  Such Investor has reviewed the representations
               ----------
concerning the Company contained in this Agreement carefully and has made
detailed inquiry concerning the Company, its business and its personnel; the
officers of the Company have made available to such Investor any and all written
information which he, she or it has requested and have answered to such
Investor's satisfaction all inquiries made by such Investor; and such Investor
has sufficient knowledge and experience in finance and business that he, she or
it is capable of evaluating the risks and merits of his, her or its investment
in the Company and such Investor financially is able to bear the risks thereof.

          3.4  Legend.  Such Investor understands that the certificates
               ------
evidencing the Shares and the Warrants will bear a legend stating in substance
the foregoing and such Investor agrees to the foregoing:

     THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.
     THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,
     OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF.  THESE SECURITIES MAY NOT
     BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION
     STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER,
     SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW
     OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL
     OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION THEREFROM
     IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN
     COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
     JURISDICTION.

     4.  Registration.  The Company covenants and agrees as follows:
         ------------
          4.1  Definitions.   For purposes of this Section 4:
               -----------
          (a) The terms "register", "registered", and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document;

          (b) The term "Registrable Securities" means (1) any Shares owned by an
Investor, (2) any Converted Shares owned or acquirable by an Investor, and (3)
any Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of,
such Shares and/or Converted Shares, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which its rights
under this Section 4 are not assigned;

                                      -3-
<PAGE>

          (c) The number of shares of "Registrable Securities then outstanding"
shall be the number of shares of Common Stock outstanding which are, and the
number of shares of Common Stock issuable pursuant to exercisable or convertible
securities which are, Registrable Securities;

          (d) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with
Section 4.8 hereof; and

          (e) The term "Form S-3" means such form under the Act as in effect on
the date hereof or any registration form under the Act subsequently adopted by
the SEC which permits including or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

          4.2  Registration of the Sale of the Shares.  The Company  (i) shall
               --------------------------------------
file a registration statement on Form S-3 (the "Share Registration Statement")
for the registration under the Act of the sale by the Investors of their
Registrable Securities no later than March 31, 2001, and (ii) shall use its best
efforts to effect the registration under the Act of all such Registrable
Securities as promptly thereafter as possible.  The Company shall furnish to
each Investor copies of all documents filed and correspondence with the SEC
relating to the Share Registration Statement, and such other information as an
Investor reasonably shall request.

          4.3  Obligations of the Company.  With respect to the Share
               --------------------------
Registration Statement or whenever required under this Section 4 to effect the
registration of any Registrable Securities, the Company, as expeditiously as
reasonably possible, shall:

              (a) Prepare and file with the SEC a registration statement with
respect to the Registrable Securities and use its best efforts to cause such
registration statement to become effective;

              (b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of the securities covered by such
registration statement;

              (c) Furnish to each Investor or, as applicable, the Holders such
numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as an
Investor or, as applicable, the Holders may reasonably request;

              (d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as reasonably shall be requested by each Investor or,
as applicable, the Holders to effect such registration statement or, as
applicable, to enable the Holders to consummate the disposition in such
jurisdictions of such securities, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions;

              (e) Notify each Investor or, as applicable, each Holder of
Registrable Securities covered by such registration statement and each
underwriter thereof, if any, of the effectiveness of such registration statement
and, at any time when a prospectus relating thereto is required to be delivered
under the Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of

                                      -4-
<PAGE>

a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements made therein not misleading in the light of
the circumstances then existing, and at the request of each Investor or, as
applicable, any such Holder or underwriter promptly prepare and furnish to each
Investor or, as applicable, such Holder or underwriter, if any, a reasonable
number of copies of a prospectus supplemented or amended so that such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and

          (f) Furnish, at the request of (i) an Investor or (ii) as applicable,
any Holder, on the date that the registration statement with respect to such
securities becomes effective, (A) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to the underwriters in an underwritten public
offering, addressed to the Investor or, as applicable, underwriters, if any, and
to the Holders and (B) a letter, dated such date, from the independent public
accountants of the Company, in form and substance as is customarily given by
independent public accountants to underwriters in an underwritten public
offering, addressed to the Investor and to the Holders; provided, however, that
an Investor or Holder only shall be entitled to receive the letter described in
clause (B) to the extent that they satisfy any requirements of said accountants
with respect to the receipt of such letter.

     For purposes of Sections 4.2, 4.3(a) and 4.3(b), the period of distribution
of Registrable Securities shall be deemed to extend until the earlier of the
sale of all Registrable Securities covered thereby and the first anniversary of
the effective date thereof.

          4.4  Obligations of Selling Holders.
               ------------------------------

              (a) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 4 with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to
the Company in writing such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder's Registrable
Securities.

              (b) The Holders of Registrable Securities included in a
registration statement will not (until further notice) effect sales thereof
after receipt of telegraphic or written notice from the Company to suspend sales
to permit the Company to correct or update a registration statement or
prospectus.

          4.5  Expenses of Registration.  All expenses other than underwriting
               ------------------------
discounts and commissions incurred in connection with registrations, filings, or
qualifications pursuant to Section 4.2, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursement of counsel for the Company, transportation expenses, mailing
expenses, and the fees and disbursements of counsel for the selling Holders
shall be borne and paid by the Company.

          4.6  Delay of Registration.  No Holder shall have any right to obtain
               ---------------------
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 4.

          4.7  Indemnification.  With respect to the Share Registration
               ---------------
Statement:

              (a) To the extent permitted by law, the Company will indemnify and
hold harmless each Investor, any Holder, or any underwriter (as defined in the
Act) for such Holder, each

                                      -5-
<PAGE>

person, if any, who controls such Holder or underwriter within the meaning of
the Act or the 1934 Act, and each officer, director or agent of the Holder
against any losses, claims, damages, or liabilities (joint or several) to which
they, or any of them, may become subject under the Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
the relevant registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements made therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the Act, the 1934 Act or any state securities law applicable
to the Company in connection with any such registration; and the Company will
pay to each Investor or each such Holder, underwriter, controlling person,
officer, director or agent, as incurred, any legal or other expenses reasonably
incurred by them or any of them in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 4.7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability, or action to the extent that
it arises out of or is based upon a Violation which occurs in reliance upon and
in conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter, controlling person,
officer, director or agent.

          (b) To the extent permitted by law, each Investor and any Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by each Investor or any Holder,
as applicable, expressly for use in connection with such registration; and such
Investor or any Holder, as applicable, will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this subsection 4.7(b) in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 4.7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Investor or any Holder, as
applicable, which consent shall not be withheld unreasonably; and provided,
further, however, that the liability of each Investor or Holder, as applicable,
hereunder shall not in any event exceed the net proceeds received by such
Investor or Holder, as applicable, from the sale of Registrable Securities
covered by such registration statement.

          (c) Promptly after receipt by an indemnified party under this Section
4.7 of notice of the commencement of any action (including any governmental
action), such indemnified party, if a claim in respect thereof is to be made
against any indemnifying party under this Section 4, will deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party,

                                      -6-
<PAGE>

if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
4.7, but omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 4.7.

              (d) The obligations of the Company, each Investor and any Holders
under this Section 4.7 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section 4, and
otherwise.

          4.8  Assignment of Registration Rights.  The rights to cause the
               ---------------------------------
Company to register Registrable Securities pursuant to Section 4.2 hereof may be
assigned by a Holder of Registrable Securities to a transferee or assignee of
such securities so long as there is transferred or assigned to such transferee
or assignee, as the case may be, at least twenty five thousand shares of
Registrable Securities (appropriately adjusted for any subdivision or
combination) and provided that the Company, prior to or simultaneously with such
transfer, is furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act.

          4.9  Amendment of Registration Rights.  Any provision of this Section
               --------------------------------
4 pertaining to Registrable Securities may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and
the holders of a majority of the Registrable Securities then outstanding.  Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each holder of any securities purchase under this Agreement at the time
outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.

     5.   Conditions to Closing.  The obligations of each of the Investors and
          ---------------------
the Company under Section 1.2 of this Agreement are subject to the fulfillment,
or the waiver by such Investor or the Company, of each of the following
conditions on or before the Closing.

          5.1  Third Party Funding.  The Company shall sell to third parties
               -------------------
(i.e., parties to which the Company was not introduced by American Equity
Overseas, Inc.) Shares and Warrants on the same terms and conditions as set
forth herein, including the purchase price, in exchange for consideration
amounting to $400,000 in the aggregate, of which $300,00 of such consideration
shall be received for the sale of Shares and Warrants to officers and directors
of the Company (and their affiliates).

          5.2  Payment of Purchase Price.  Each of the Investors shall have paid
               -------------------------
to the Company such Investor's aggregate Purchase Price as set forth opposite
such Investor's name on Exhibit A attached hereto.
                        ---------

     6.   Miscellaneous.
          -------------

          6.1  Survival of Warranties.  The warranties, representations and
               ----------------------
covenants of the Company and the Investors contained in or made pursuant to this
Agreement shall survive the

                                      -7-
<PAGE>

execution and delivery of this Agreement and the closings and shall in no way be
affected by any investigation of the subject matter thereof made by or on behalf
of the Investors or the Company.

          6.2  Successors and Assigns.  The terms and conditions of this
               ----------------------
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

          6.3  Governing Law.  This Agreement shall be governed by and construed
               -------------
under the laws of the State of Connecticut, U.S.A., as applied to agreements
among Connecticut residents entered into and to be performed entirely within
Connecticut.

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

          6.5  Titles and Subtitles.  The titles and subtitles used in this
               --------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

          6.6  Notices.  Unless otherwise provided, any notice required or
               -------
permitted under this Agreement shall be given in writing and shall be deemed
effectively given (i) upon personal delivery to the party to be notified, (ii)
48 hours after deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties, (iii) upon transmission of a confirmed telecopy to such party
at a telecopier number furnished by such party for such purpose, or (iv) upon
delivery to such address by Federal Express or other courier service.

          6.7  Amendments and Waivers.  Except as specified in Section 4.9, any
               ----------------------
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the holders of a majority of the outstanding Shares.  Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any securities purchased under this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
holder of all such securities, and the Company.

          6.8  Severability.  If one or more provisions of this Agreement are
               ------------
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

          6.9  Indemnification.
               ---------------

          (a) The Company, with respect to the representations, warranties,
covenants and agreements made by the Company herein shall indemnify, defend and
hold each Investor harmless against all liability, loss or damage, together with
all reasonable costs and expenses related thereto (including legal and
accounting fees and expenses), arising from the untruth, inaccuracy or breach of
any such representations, warranties, covenants or agreements of the Company.

                                      -8-
<PAGE>

              (b) Each Investor, with respect to the representations,
warranties, covenants and agreements made by such Investor herein, shall
indemnify, defend and hold the Company harmless against all liability, loss or
damage, together with all reasonable costs and expenses related thereto
(including legal and accounting fees and expenses), arising from the untruth,
inaccuracy or breach of any such representations, warranties, covenants or
agreements of such Investor.

          6.10 Remedies.  In case any one or more of the covenants and/or
               --------
agreements set forth in this Agreement shall have been breached by the Company,
each Investor may proceed to protect and enforce its or their rights either by
suit in equity and/or by action at law, including, but not limited to, an action
for damages as a result of any such breach and/or an action for specific
performance of any such covenant or agreement contained in this Agreement.  A
party acting pursuant to this Section 6.10 shall be indemnified against all
liability, loss or damage, together with all reasonable costs and expenses
related thereto (including legal and accounting fees and expenses) in accordance
with Section 6.9.

          6.11 Nouns and Pronouns.  Whenever the context may require, any
               ------------------
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice versa.

          6.12 Information to be Provided by Investor.  Each Investor agrees to
               --------------------------------------
provide to the Company such information as the Company reasonably may request in
order to make accurate and timely required filings and disclosures to its
stockholders and to federal, state and self-regulatory agencies.

                                      -9-
<PAGE>

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

                              MEMRY CORPORATION
                              57 Commerce Drive
                              Brookfield, Connecticut 06804


                              By:__________________________
                                  [James G. Binch], President



                              [INVESTOR]


                              By:__________________________
                                    [Name, Title]

                              Number of Shares and Warrants Purchased:________
                              Purchase Price Paid:________

                                      -10-
<PAGE>

                              [INVESTOR]


                              By:__________________________
                                    [Name, Title]

                              Number of Shares and Warrants Purchased:________
                              Purchase Price Paid:________

                                      -11-
<PAGE>

                                   SCHEDULE A


                           Information as to Investor
                           --------------------------



                                 No. of Shares of   No. of     Aggregate
 Name and Address of Purchaser     Common Stock    Warrants  Purchase Price
-------------------------------  ----------------  --------  --------------




                                      -12-
</TEXT>
</DOCUMENT>
