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                                                                  EXHIBIT 10.3.5

                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of [SEE ITEM
1 ANNEX A] by and between MDMI Holdings, Inc., a Colorado corporation (the
"Company") and [SEE ITEM 2 ANNEX A] ("Holder").

                                    RECITALS

         WHEREAS, Medical Device Manufacturing, Inc., a Colorado corporation and
wholly-owned subsidiary of the Company ("MDMI"), KMKATM Acquisition Corp., a
California corporation and a wholly-owned subsidiary of MDMI ("MergerSub"),
American Technical Molding, Inc., a California corporation ("ATMI"), and the
shareholders of ATMI have entered into a Agreement and Plan of Merger, dated of
even date herewith (the "Merger Agreement"), pursuant to which MergerSub will
merge with and into ATMI (the "Merger") with ATMI surviving the Merger.

         WHEREAS, Holder is one of the partners of KMK and one of the
shareholders of ATMI prior to the Merger; and

         WHEREAS, the Company wishes to issue, and Holder wishes to acquire [SEE
ITEM 3 ANNEX A] shares of the Company's Class A-5 5% Convertible Preferred Stock
(collectively, the "Shares") as partial consideration to be received by Holder
in connection with the Merger and the Acquisition.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

         1. SUBSCRIPTION. The subscription by Holder will occur as of December
22, 2000 (the "Closing"). At the Closing, the Company will issue to Holder and,
subject to the terms and conditions set forth herein, Holder will acquire the
Shares from the Company as partial consideration for Holder's performance of his
obligations in connection with the Merger.

         2. REPRESENTATIONS OF HOLDER. In connection with the acquisition of the
Shares hereunder, Holder represents and warrants to the Company that the
statements contained in this paragraph 2 are true, accurate, correct and
complete in all material respects.

              (a) The Shares to be acquired by Holder pursuant to this Agreement
will be acquired for Holder's own account and not with a view to, or intention
of, distribution thereof in violation of the Securities Act of 1933, as amended
(the "Securities Act"), or any applicable state securities laws, and none of the
Shares will be disposed of in contravention of the Securities Act or any
applicable state securities laws.
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              (b) Holder is an accredited investor, as such term is defined
under Rule 501 of Regulation D promulgated under the Securities Act, and Holder
is sophisticated and (i) able to fend for himself, (ii) able to evaluate the
risks and benefits of the investment in the Shares and (iii) is familiar with,
and has been afforded full access to the Company and its management and has had
an opportunity to ask questions and receive answers concerning the terms and
conditions of the offering of Shares and such other information concerning the
Company that Holder has requested and is required in Holder's judgment to make
an informed decision to acquire the Shares.

              (c) Holder is able to bear the economic risk of Holder's
investment in the Shares for an indefinite period of time because the Shares
have not been registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act and any applicable state
securities acts or an exemption from such registration is available.

              (d) Holder will not sell, assign or otherwise transfer the Shares
subscribed for herein unless such sale, assignment or other transfer is made in
compliance with the terms of that Shareholders' Agreement dated July 6, 1999,
among the Company, Holder and certain other investors named therein, as amended
by the First Amendment to Shareholders' Agreement dated as of May 31, 2000 (the
"Shareholders' Agreement"). Holder hereby acknowledges that, pursuant to the
terms of Section 8.19 of the Merger Agreement, he will, contemporaneous with the
execution hereof, execute a joinder to the Shareholders' Agreement.

              (e) Holder has full individual power and authority to execute and
deliver this Agreement and to perform his obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of Holder, enforceable in
accordance with its terms, except that (i) such enforcement may be subject to
applicable bankruptcy, insolvency or other similar laws, now or hereafter in
effect, affecting creditors' rights generally, and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought. The execution, delivery and performance of
this Agreement and such other agreements by Holder does not and will not (i)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any Governmental Agency
(as defined in the Merger Agreement) to which Holder is subject or (ii) conflict
with, violate or constitute a breach or default (or an event that, with notice
or lapse of time, or both, would constitute a default) under, or of any
agreement, contract or instrument to which Holder is a party or result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, note, bond, mortgage, deed of trust, or other arrangement to which
Holder is a party or by which he is bound or to which any of his assets is
subject. Holder further represents and warrants that Holder is not now in breach
of any such agreement, contract or instrument to which Holder is a party. Holder
need not give any notice to, make any filing with, or obtain any authorization,
consent or approval of any Governmental Authority (as defined in the Merger
Agreement) in order to consummate the transactions contemplated hereby.
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              (f) Holder has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions
contemplated hereby for which the Company could become liable or obligated.

              (g) There are no bankruptcy, reorganization or arrangement
proceedings pending against, being contemplated by, or, to the knowledge of
Holder, threatened against him.

         3. REPRESENTATIONS OF THE COMPANY. In connection with the issuance of
the Shares hereunder, the Company represents and warrants to Holder that the
statements contained in this paragraph 3 are true, accurate, correct and
complete in all material respects.

              (a) The Company was incorporated on July 2, 1999 and is duly
organized, validly existing and in good standing under the laws of the State of
Colorado with all requisite power and authority (corporate and otherwise) to
own, lease and operate its respective properties and assets and to carry on its
business as now being conducted and is duly qualified or licensed to do business
as a foreign corporation in good standing in the jurisdictions in which the
ownership, lease or operation of its property or the conduct of its business
requires such qualification. As of the Closing, except for G&D, Inc. d/b/a Star
Guide Corporation, Noble-Met, Ltd., Noble-Met Foreign Sales Corporation, Medical
Engineering Resources, Ltd., Medical Device Manufacturing, Inc. formerly known
as MDMI Newco, Inc., UTI Feinmechanik GmbH, Spectrum Manufacturing Inc. and UTI
Corporation, a Pennsylvania corporation, the Company (i) has no Subsidiaries,
where Subsidiary means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Company and (ii) does not have a direct
or indirect ownership interest in any other person or entity.

              (b) The Company has full power and authority to execute, deliver
and perform its obligations under this Agreement and the documents and
instruments contemplated hereby and to carry out the transactions contemplated
hereby and thereby. The Company has duly approved and authorized the execution
and delivery of this Agreement and the documents and instruments contemplated
hereby and the consummation of the transactions contemplated hereby and thereby,
and no other corporate proceedings or other action on the part of the Company is
necessary to approve and authorize the execution, delivery and performance by
the Company of this Agreement and the documents and instruments contemplated
hereby or the consummation by the Company of the transactions contemplated
hereby or thereby. This Agreement constitutes a legal, valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereafter in effect, affecting
creditors' rights generally, and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

              (c) The Shares to be issued pursuant to this Agreement have been
duly authorized by all necessary corporate action and are authorized by the
Articles of Incorporation


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and have been validly issued and, when paid for in accordance with this
Agreement, will be fully paid and nonassessable equity interests in the Company.

              (d) As of the date hereof, the authorized capital stock of the
Company consists of (a) 50,000,000 shares of common stock, par value $0.01 per
share, of which 150,000 shares of voting common stock are issued and outstanding
and no shares of non-voting convertible common stock are issued and outstanding
and (b) 50,000,000 shares of preferred stock, par value $0.01 per share, of
which (i) 2,500,000 shares have been designated as Class A-1 5% Convertible
Preferred Stock, of which 868,372 shares are issued and outstanding, (ii)
1,400,000 shares have been designated as Class A-2 5% Convertible Preferred
Stock, of which 1,125,000 shares are issued and outstanding, (iii) 26,456 shares
have been designated as Class A-3 5% Convertible Preferred Stock, of which
26,456 shares are issued and outstanding, (iv) 300,000 shares have been
designated as Class B-1 Convertible Preferred Stock, of which 300,000 shares are
issued and outstanding, (v) 6,250,000 shares have been designated Class A-4 5%
Convertible Preferred Stock, of which 3,437,500 shares are issued and
outstanding, (vi) 200,000 shares have been designated Class B-2 Convertible
Preferred Stock of which 100,000 shares are issued and outstanding, and (vii)
1,000,000 shares have been designated Class AA Convertible Preferred Stock, of
which 515,882 shares are issued and outstanding. All such outstanding shares are
duly and validly issued, were not issued in violation of any preemptive rights,
are fully paid, and nonassessable, and each of such shares has been issued in
compliance with all applicable federal and state securities laws.

         4. RESTRICTIONS ON TRANSFERABILITY.

              (a) RESTRICTED SECURITIES.

                  (i) All securities transferred pursuant to this Agreement are
Restricted Securities (as defined below in subparagraph 4(a)(iii) below) that
are transferable pursuant to (A) public offerings registered under the
Securities Act, (B) Rule 144 of the Securities and Exchange Commission (or any
similar rule then in force) if such rule is available and (C) subject to the
conditions specified in subparagraph 4(a)(ii) below, any other legally available
means of transfer.

                  (ii) In connection with the transfer of any Restricted
Securities (other than a transfer described in subparagraph 4(a)(i)(A) or (B)
above), the holder thereof will deliver written notice to the Company describing
the transfer or proposed transfer, and, if requested by the Company, will also
deliver an opinion (reasonably satisfactory to the Company) of counsel that (to
the Company's reasonable satisfaction) is knowledgeable in securities law
matters to the effect that such Restricted Securities may be transferred without
registration of such Restricted Securities under the Securities Act.

                  (iii) For the purposes of this Agreement, "Restricted
Securities" means the Shares, and any securities issued with respect thereto by
way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Restricted Securities, such securities will cease to be
Restricted


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Securities when they have (A) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them
or (B) become eligible for sale and have actually been sold to the public
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act. Whenever any particular securities cease to be Restricted
Securities, the holder thereof will be entitled to receive from the Company,
without expense, new certificates therefor not bearing a Securities Act legend
of the character set forth in paragraph 5(a).

              (b) SHAREHOLDERS' AGREEMENT. In addition to the restrictions set
forth in paragraph 4(a), Holder may not sell, assign or otherwise transfer the
Shares subscribed for herein unless such sale, assignment or other transfer is
made in compliance with the terms of the Shareholders' Agreement, as amended
from time to time.

         5. MISCELLANEOUS.

              (a) RESTRICTIVE LEGEND. In addition to any legend required by the
Shareholders' Agreement, each certificate for Restricted Securities will be
imprinted with a legend in substantially the following form:

                  "The securities represented by this certificate have not been
              registered under the Securities Act of 1933, as amended. The
              transfer, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR OTHER DISPOSITION of
              the securities represented by this certificate is subject to the
              conditions AND RESTRICTIONS specified in (1) A Subscription
              Agreement, dated as of ___________, _____, by and between the
              Company and a certain investor AND (2) A SHAREHOLDERS' AGREEMENT,
              DATED AS OF JULY 6, 1999, BY AND AMONG THE COMPANY AND CERTAIN
              SHAREHOLDERS, and the Company reserves the right to refuse the
              transfer of such securities until such conditions AND RESTRICTIONS
              have been fulfilled OR LIFTED with respect to such transfer. A
              copy of THE conditions or AGREEMENTS REFERENCED ABOVE MAY BE
              OBTAINED BY THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE
              SECRETARY OF THE COMPANY."

Each of the undersigned parties agrees that the Company may instruct its
transfer agent to impose transfer restrictions on the Shares represented by
certificates bearing the legend referred to in this paragraph 5(a) to enforce
the provisions of this Agreement. The legend shall be removed or modified upon
termination of the conditions or restrictions set forth therein or pursuant to
subparagraph 4(a)(iii).
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              (b) SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein or in any instruments of transfer or assignment, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement that are for Holder's benefit as a purchaser or holder of the Shares
are also for the benefit of, and enforceable by, any subsequent holder of such
Shares.

              (c) WAIVER. The Holder hereby irrevocably waives, remises,
releases and forever discharges the Company and KRG Capital Partners, LLC, and
each of their officers, directors, agents and affiliates from any and all manner
of action and all actions, causes of action, suits, controversies, liabilities,
damages, judgments, claims or demands of whatsoever kind or nature, in law or in
equity relating to, or arising from, any statements, implications, inferences,
suggestions, predictions or hypotheses regarding the current or future value of
the Shares.

              (d) COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
executed in counterparts, both of which need not contain the signatures of more
than one party, but both such counterparts taken together will constitute one
and the same Agreement. This Agreement may be executed and delivered by
facsimile transmission.

              (e) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

              (f) GOVERNING LAW. This Agreement will be governed by the internal
law, and not the law of conflicts, of the State of Colorado.

              (g) NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
to the recipient, sent to the recipient by reputable overnight courier service
(charges prepaid), mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid, or transmitted by facsimile or
electronic mail (with request for immediate confirmation of receipt in a manner
customary for communications of such type and with physical delivery of the
communication being made by one of the other means specified in this paragraph
5(g) as promptly as practicable thereafter). Such notices, demands and other
communications shall be addressed (i) in the case of Holder, to his or her
address as is designated in writing from time to time by Holder, (ii) in the
case of the Company, to its principal office and (iii) in the case of any
transferee of a party to this Agreement or its transferee, to such transferee at
its address as designated in writing by such transferee to the Company from time
to time.
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         IN WITNESS WHEREOF, the parties hereto have executed this Subscription
Agreement as of the date first written above.

                                     HOLDER

                                     [SEE ITEM 4 ANNEX A]

                                     ACCEPTED:

                                     MDMI HOLDINGS, INC.

                                     By:
                                        -------------------------
                                     Name: Steven D. Neumann
                                     Title: Vice President and Secretary


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                                     ANNEX A

                      [A-5 5% CONVERTIBLE PREFERRED STOCK]

         The foregoing form of Subscription Agreement was entered into by the
Investors listed in Item 2 below. The information omitted from the foregoing
form of Subscription Agreement with respect to such Investors is set forth
below:

ITEM 1:
Party A:          December 22, 2000
Party B:          December 22, 2000

ITEM 2:
Party A:          Rocky V. Morrison
Party B:          Jack Kelley, Jr.

ITEM 3:
Party A:          137,500
Party B:          20,384

ITEM 4:
Party A:          ROCKY V. MORRISON
                  By: /S/ ROCKY V. MORRISON
                          Rocky V. Morrison

Party B:          JACK KELLEY, JR.
                  By: /S/ JACK KELLEY, JR.
                          Jack Kelley, Jr.