Exhibit
      10.2

     

    MUTUAL
      RELEASE AND AGREEMENT

     

    This
      Mutual Release and Agreement (this “Agreement”)
      is
      made as of this 14th day of August, 2008 by and between (i) Dr. Wilfried van
      Moorleghem (“van
      Moorleghem”),
      an
      individual, (ii) AMT, N.V., a Belgian corporation f/k/a Memry Europe, N.V.,
      and
      (iii) Memry
      Corporation, a Delaware corporation (“Memry”).

     

    RECITALS

     

    Whereas,
      simultaneously herewith, van Moorleghem, Memry and certain other parties are
      entering into a Settlement Agreement and Mutual Release dated the date hereof
      (the “Settlement Agreement”), by which the parties thereto are settling an
      action currently pending in the United States District Court for the Northern
      District of California, styled as Memry
      Corporation v. Kentucky Oil Technology, N.V., et al.,
      Case
      No. CV 04-03843 RMW (HRL) (the “Lawsuit”);
      and

     

    WHEREAS,
      both Memry and AMT, along with USI (as defined in the Settlement Agreement),
      are
      party to the Collaboration Agreement, as such term is defined in the Settlement
      Agreement (the “Collaboration Agreement”); and

     

    WHEREAS,
      Memry and AMT are party to a License and Supply Agreement dated as of February
      8, 2001 (the “License and Supply Agreement”); and

     

    Whereas,
      Memry would not be entering into the Settlement Agreement, and paying the
      $3,500,000 contemplated thereby, but for the execution and delivery by van
      Moorleghem and AMT of their agreements and releases contained herein, and van
      Moorleghem and AMT would not agree to and grant the same without the agreements
      and releases by Memry granted herein;

     

    NOW
      THEREFORE, in consideration of the foregoing and the mutual covenants set forth
      in this Agreement, the parties hereto agree as follows:

     

    
      
        A. 
          Termination
          of Agreements.

      

    

     

    1. Termination
      of Collaboration Agreement.
      AMT
      agrees and acknowledges that it consents and agrees to the termination of the
      Collaboration Agreement as set forth in the Settlement Agreement, such that
      the
      same is hereby terminated, and all rights and obligations therein fully
      released, notwithstanding the fact that AMT is not party to the Settlement
      Agreement itself.

     

    2. Termination
      of License and Supply Agreement.
      Memry
      and AMT hereby agree that, except as is set forth in the remainder of this
      Section A.2., the License and Supply Agreement is hereby terminated and all
      rights and obligations thereunder are extinguished and released. Notwithstanding
      the foregoing, however, Memry and AMT agree that the licenses granted by Memry
      to AMT in Section C.1 of the License and Supply Agreement shall, to the extent
      still in full force and effect, continue in full force and effect in accordance
      with their respective terms (including, without limitation, AMT’s royalty
      obligations pursuant to Section C.2 of the License and Supply Agreement), and
      the relevant provisions of the License and Supply Agreement relating to such
      licenses (including, without limitation, the provisions of Section C. of the
      License and Supply Agreement and the provisions of Sections A., D. and E. to
      the
      extent (and only to the extent) they relate thereto) shall likewise remain
      in
      full force and effect notwithstanding the execution and delivery hereof,
      including, without limitation, the provisions of Section E.12; provided,
      however, that Memry and AMT specifically agree and acknowledge that Memry shall
      have no further obligations under Section C.3.(e) of the License and Supply
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B. Mutual
      Releases.

     

    1. Release
      of Memry. van Moorleghem and AMT
      hereby release
      Memry, and its officers, directors, shareholders, divisions, business units,
      members, managers, parents, subsidiaries, affiliates, predecessors, successors,
      representatives, agents, servants, employees, attorneys, accountants, investors,
      and insurers (collectively, the “Memry-Related
      Parties”),
      of
      and from any and all known and unknown actions, causes of action, claims,
      demands, damages, costs, losses, expenses, liabilities, attorneys’ fees, and
      debts whatsoever, under statutory law or regulation, at common law or in equity
      of any jurisdiction, including, without limitation, those relating to the
      Lawsuit and the License and Supply Agreement, that van Moorleghem and/or AMT
      has,
      did
      have, or may have against any of the Memry-Related Parties from the beginning
      of
      time to the date of this Release (the “van
      Moorleghem/AMT Released Claims”).
      The
      parties agree and acknowledge that this release extinguishes all claims of
      van
      Moorleghem and AMT against the Memry-Related Parties, whether such claims are
      asserted by van Moorleghem and/or AMT and/or by their respective predecessors,
      successors, officers, directors, shareholders, divisions, business units,
      members, managers, parents, subsidiaries, affiliates, representatives, agents,
      servants, employees, attorneys, accountants, investors, and
      insurers.

     

    2. Release
      of van Moorleghem and AMT.
      Memry
      releases van Moorleghem and AMT and their respective officers, directors,
      shareholders, divisions, business units, members, managers, parents,
      subsidiaries, affiliates, predecessors, successors, representatives, agents,
      servants, employees, attorneys, accountants, investors, and insurers (such
      persons and entities, the “van
      Moorleghem/AMT-Related Parties”)
      of and
      from any and all known and unknown actions, causes of action, claims, demands,
      damages, costs, losses, expenses, liabilities, attorneys’ fees, and debts
      whatsoever, under statutory law or regulation, at common law or in equity of
      any
      jurisdiction, including, without limitation, those relating to the Lawsuit
      and
      the License and Supply Agreement, that Memry has, did have, or may have against
      any of the van Moorleghem/AMT-Related Parties from the beginning of time to
      the
      date of this Settlement Agreement (the “Memry
      Released Claims”
and,
      with the van Moorleghem/AMT Released Claims, the “Released
      Claims”).
      The
      parties agree and acknowledge that this release extinguishes all claims of
      Memry
      against the van Moorleghem/AMT-Related Parties, whether such claims are asserted
      by Memry or by its officers, directors, shareholders, divisions, business units,
      members, managers, parents, subsidiaries, affiliates, predecessors, successors,
      representatives, agents, servants, employees, attorneys, accountants, investors,
      and insurers.

     

    3. Unknown
      Claims.
      As
      further consideration and inducement for the compromise settlement detailed
      in
      the Settlement Agreement, the parties understand and agree that the releases
      contained in this Section B apply to all unknown and unanticipated claims or
      demands of any type whatsoever, and the parties expressly waive the benefits
      of
      California Civil Code § 1542, which states:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.

     

    The
      parties abandon, release, waive, and relinquish all rights and benefits that
      they have or may have against any of the released parties under California
      Civil
      Code § 1542 with respect to the Released Claims. The parties acknowledge that
      they may discover facts in addition to, or different from, those that they
      now
      believe to be true, including but not limited to the nature or extent of their
      damages, but that it is nonetheless their intention to fully, finally,
      completely, and forever settle and release each, every, and all claims released
      in this Section B. Therefore, the releases given in this Section B shall remain
      in effect according to their express terms notwithstanding the discovery or
      existence of any such additional or different facts.

     

    4. Warranty
      of No Transfer.
      Each
      party represents and warrants that it is the sole owner of the claims it is
      releasing in this Section B, that no other person has any interest in any of
      those claims, and that it has not sold, assigned, or otherwise transferred
      any
      interest in those claims to any third party. 

     

    C. Supply
      Agreement.
       

     

    1. New
      Supply Agreement.
      Memry
      and AMT hereby agree to enter into a new supply agreement, with Memry as
“Supplier” and AMT as “Customer” for purposes of this Section C., on the terms
      and conditions set forth in the remainder of this Section C. (and, to the extent
      applicable, the miscellaneous provisions of Section D. below).

     

    2. Basic
      Agreement.
      Subject
      to the terms, provisions and conditions hereinafter set forth, for a period
      commencing on the date hereof and continuing through August 1, 2018 (the
“Term”), Supplier agrees to sell Products to Customer as ordered by Customer;
      provided, however, that: (i) Customer agrees to sell nitinol tubing products
      purchased from Supplier only to Permitted Customers; and (ii) Supplier shall
      only be obligated to sell Products to Customer: (x) for Products generally
      sold
      by Memry to third parties (“Generally Available Products”), if and to the extent
      Supplier is selling said products to third parties in similar quantities; (y)
      for Products that are not Generally Available Products but that Supplier
      purchases directly from a supplier, and then resells to Customer without
      improving the same (“Unimproved Resold Products”), if and to the extent Supplier
      is purchasing such products or similar products for its own account and can
      acquire the same from Supplier’s supplier without unreasonable effort and
      expense; and (z) for Products that are not Generally Available Products but
      that
      Supplier purchases from a third party supplier and then improves in a manner
      or
      process similar to improvements that Supplier makes to such products for its
      own
      internal purposes (“Improved Resold Products”), if and to the extent that
      Supplier continues to be able to acquire the underlying products from the third
      party supplier without unreasonable effort and expense and continues to make
      such improvements to the same for its own account. For purposes of this Section
      C., (i) “Products” means nitinol tubing products, low carbon stock wires,
      hollows and cores, and (ii) “Permitted Customers” means customers of Customer
      that both (a) have their corporate headquarters situated in Europe or Asia
      (and
      have the headquarters of any direct or indirect parent entity situated in Europe
      and Asia) and (b) either utilize the Products for “Manufacturing Within Europe
      and Asia” as such term is defined in the License and Supply Agreement, or, if
      they do not, agree that the Products will be used only within Europe and Asia.
      For purposes of clause (a) of the definition of Permitted Customers, but not
      for
      purposes of clause (b), if a Permitted Customer is a customer of Customer and,
      after being a customer of Customer, is purchased by an entity whose headquarters
      is situated outside Europe and Asia, said customer shall not cease to be a
      Permitted Customer by virtue of the parenthetical requirement in said clause
      (a).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Specifications.
      The
      Products shall meet Supplier’s published specifications (or, where applicable,
      agreed upon specifications) for the Products as modified by Supplier from time
      to time

     

    4. Pricing.
      The
      initial purchase price for each Product in any particular quantity shall be
      provided by Supplier to Customer upon Customer’s request, and shall be the price
      for such Product until such time as Supplier notifies Customer of any changes
      thereto. The parties agree that Supplier may amend the purchase price for each
      Product at any time during the term hereof by ninety (90) days prior written
      notice to Customer as follows: (A) in the case of Generally Available Products,
      to reflect the prices at which such Products are generally available to third
      parties, and (B) in the case of both Unimproved Resold Products and Improved
      Resold Products to reflect a cost equal to one hundred and fifteen percent
      (115%) of Supplier’s direct costs for acquiring (and, in the case of Unimproved
      Resold Products improving) the same; provided, however, that, notwithstanding
      anything to the contrary in the preceding portion of this Section C.4., Supplier
      agrees that the price charged by it to Customer for any nitinol tubing product
      shall be the lowest price being charged at such time by Supplier (or that was
      charged during the preceding sixty (60) days) for that Product to its other
      customers purchasing nitinol tubing products in similar quantities.

     

    5. Other
      Terms and Conditions.
      

     

    a. Purchase
      Orders.
      Customer shall purchase Products by submitting to Supplier purchase orders
      for
      specific Products. Purchase orders shall specify the type and quantity of
      Products to be purchased, the price, the delivery date (which shall not be
      less
      than one week for Products in stock and ten weeks for Products not in stock,
      in
      each case at the time of the purchase order), the purchase order number, and,
      in
      the case of nitinol tubing products only, any requisite test report and
      certification requirements. Purchase orders shall be deemed accepted by Supplier
      fourteen (14) days after receipt, unless Supplier notifies Customer within
      said
      period that it is rejecting such purchase order. Supplier will only be allowed
      to reject purchase orders for Products (i) if such purchase orders are not
      within the scope of Section C.2 above, or (ii) if Supplier, using its reasonable
      commercial efforts, believes it is unable to supply such Products within the
      time ordered by Customer (given Supplier’s other commitments).

     

    b. Payment
      Terms; Invoice.
      Payment
      terms are net thirty (30) days after customer’s receipt of Supplier’s invoice or
      shipment (whichever is later). The Customer description and part number must
      be
      referenced on all invoices and packing lists. All outstanding sums owed to
      Supplier by Customer shall accrue interest at a rate of 1.0% per month (or
      any
      part thereof) if unpaid within ten (10) days after the due date therefore.
      Notwithstanding anything to the contrary set forth in this Section C., in no
      event shall Supplier be required to accept a purchase order from Customer,
      or
      provide customer with thirty (30) day terms, if the extension of such credit
      would cause Customer to owe Supplier (after giving effect to the amount of
      such
      purchase order, and all other outstanding purchase orders and accounts in the
      aggregate) U.S. $100,000 or more, except to the extent that Customer supplies
      Supplier with a satisfactory irrevocable letter of credit (or other security
      satisfactory to Supplier) for amounts owed Supplier in excess of U.S.
      $100,000.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    c. Terms
      and Conditions.
      Except
      as otherwise provided herein, each sale hereunder shall be governed by
      Supplier’s standard terms and conditions as defined from time to time (the “Sale
      Terms”). Such terms and conditions hereby are incorporated herein by this
      reference. Any preprinted terms submitted by Customer are superseded by the
      terms of this Agreement. In the event of any inconsistency between this
      Agreement and the Sale Terms, this Agreement shall be controlling.

     

    d. Delivery.
      Standard delivery for Products is ten (10) weeks after receipt of Customer’s
      order for Products not in stock and one week for Products in stock. The parties
      may agree on shorter lead times to meet Customer’s needs. If Supplier does not
      meet the committed ship date Customer may, without waiving any claims hereunder,
      (i) extend the time for delivery, or (ii) cancel all or any part of the purchase
      order. The delivery dates for all Products sold pursuant to this Agreement
      shall
      be deemed to be the date on which they are placed by Supplier into the
      possession of Customer’s designated carrier, packed and ready for shipment to
      Customer’s designated location, and delivery shall be made FOB Supplier’s
      facility, with customer paying freight and insurance. Invoices shall not precede
      the delivery date. Supplier shall ship Products from Supplier’s facilities in
      either greater San Francisco, California or Connecticut, U.S.A.; provided,
      however that, at Supplier’s option, all products shall be shipped by Customer’s
      designated standard carrier unless otherwise specified by Customer. Delivery
      shall be made to Customer’s plant at Herk de Stad, Belgium, unless otherwise
      specified by customer in writing.

     

    e. Warranty.
      Supplier warrants the Products as set forth in the Sale Terms. These warranties
      shall inure to the benefit of Customer, its successors and assigns and to
      subsequent purchasers of the Products, and shall survive acceptance and use
      of,
      and payment for, the Products.

     

    f. Returns.

     

    (i) Supplier
      agrees to accept return of any Product that fails to function as warranted
      herein and in accordance with the specifications specified in the applicable
      purchase order. In the event of a return of a Product pursuant to this Section
      C.5(f), Supplier shall perform testing and analysis of the returned Product
      and
      issue a written report to Customer explaining the cause of the failure. Supplier
      agrees to replace returned Products with new Products or to credit Customer
      for
      the full amount of the purchase price. IN NO EVENT SHALL SUPPLIER BE LIABLE
      FOR
      ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF
      ANY
      OF THE PRODUCTS BY ANY PERSON.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) Any
      claim
      for breach of warranty hereunder must be presented to the Supplier, in writing,
      within sixty (60) days after receipt of the Product by Customer and must state
      that a claim hereunder is probable. Failure to notify Supplier as aforesaid
      within such specified period shall constitute a waiver of the claim. Claims
      must
      be accompanied by supporting proof to the extent reasonably
      available.

     

    g. Insurance.
      

     

    (i) On
      written request from Customer, Supplier shall deliver to Customer a certificate
      of insurance evidencing that Supplier maintains product liability insurance
      for
      the Products in an amount that is usual and customary for Supplier’s
      business.

     

    (ii) Customer
      shall maintain product liability insurance for any products incorporating the
      Products in an amount that is usual and customary for Customer’s business and,
      upon written request from Supplier, will deliver to Supplier a certificate
      of
      insurance evidencing the same.

     

    h. Termination.
      Section
      C. of this Agreement may be terminated at any time during its term as
      follows:

     

    (i) by
      mutual
      written consent of the parties at any time;

     

    (ii) by
      either
      party following thirty (30) days notice to the other party that such second
      party is in breach of any of its material obligations under Section C. of this
      Agreement and a failure of the breaching party to cure the breach within the
      thirty (30) day period (unless the breach is not curable in which case the
      Term
      shall terminate immediately following such notice). If either party fails to
      keep or perform any of its material obligations under this Section C. and such
      default continues for a period of thirty (30) days after the defaulting party
      has been notified of the default by the other party, then the non-defaulting
      party may suspend this Section C. forthwith upon written notice to the other
      party until such time as the default has been cured. However, a non-defaulting
      party who has suspended performance pursuant to this Section C.5(h) shall not
      be
      precluded form terminating the Term pursuant to any other provision, or from
      pursuing its other lawful rights in the event that the defaulting party does
      not
      cure the default prior to such termination. Nothing in this Section C.5(h)
      in
      any way shall extend the Term. Termination of this Section C. shall in no way
      effect, limit or impair the effectiveness of the other sections of this
      Agreement.

     

    i. Force
      Majeure.
      Neither
      Supplier nor Customer shall be liable for its failure to perform its obligations
      under this Section C. due to events beyond its reasonable control including,
      but
      not limited to, strikes, riots, wars, fire, acts of God, labor unrest and acts
      in compliance with applicable law, regulation or order (whether valid or
      invalid) of any governmental body.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    D. Other
      Provisions.

     

    1. No
      Continuing Relationship.
      The
      parties acknowledge that they do not have any present relationship whatsoever
      with the other except as set forth herein. Neither party will make any
      representation to any third party that is inconsistent with this acknowledgment.
      If a party makes any representation to third parties that is contrary to this
      paragraph, the other party shall be entitled to injunctive relief and specific
      performance of this paragraph.

     

    2. Indemnification.
      Each
      of
      AMT and van Moorleghem will defend, indemnify, and hold harmless Memry and
      all
      of the Memry-Related Parties and all successors, assigns, end-users, and
      customers of each, for the breach of any covenant, warranty or representation
      made by such party herein. Memry will defend, indemnify and hold harmless van
      Moorleghem and all of the van Moorleghem/AMT-Related Parties and all successors,
      assigns, end-users and customers of each, for the breach of any covenant,
      warranty or representation made by Memry herein. Pursuant to this
      indemnification, the indemnitees are entitled to use counsel of their
      choice.

     

    3. Notices.
      All
      notices, requests, and demands made under this Agreement: (a) shall be in
      writing and made to the parties and their counsel at the address indicated
      below, or to such other address as a party may designate by prior written notice
      to all of the others in accordance with this provision; and (b) shall be deemed
      to have been given or made (i) if delivered in person, immediately upon
      delivery, (ii) if by email or facsimile transmission, immediately upon sending
      and upon confirmation of receipt, provided that on that day or the following
      day
      a copy is also sent by first class mail, (iii) if by nationally recognized
      overnight courier service with instructions to deliver the next business day,
      one business day after; and (iv) if by certified mail, return receipt requested,
      five (5) days after mailing.

     

    If
      to van
      Moorleghem:

     

    Wilfried
      van Moorleghem

    Dr.
      Wilfried van Moorleghem

    Industrieweg
      1113

    B3540
      Herk

    Belgium

    Facsimile
      No: 011
      32
      13553514

    Email:  wilfried_vanmoorleghem@yahoo.com

    


    If
      to
      AMT:

    


    AMT,
      N.V.

    Dr.
      Dimitri Aslanidis

    Daelemveld
      1113

    B3540
      Herk

    Belgium

    Facsimile
      No.: 011
      32
      13553514

    Email:
        dimitri.aslanidis@amtbe.com


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    If
      to
      Memry:

    


    Memry
      Corporation

    Attn: Robert
      Belcher

    3
      Berkshire Boulevard

    Bethel,
      Connecticut 06801

    


    with
      a
      copy to:

    


    David
      I.
      Albin, Esq.

    Finn
      Dixon & Herling LLP

    177
      Broad
      Street, 15th
      Floor

    Stamford,
      Connecticut 06901-2048

    


    4. Interpretation.
      This
      Agreement shall be construed without regard to the party or parties responsible
      for the preparation of the same and shall be deemed to have been prepared
      jointly by the parties hereto. If any ambiguity or uncertainty exists herein,
      such ambiguity or uncertainty shall not be interpreted against any party hereto,
      but rather, shall be interpreted according to the application of other rules
      of
      contract interpretation. The parties acknowledge that this Agreement is in
      the
      English language and that the English language will govern its
      interpretation.

     

    5. Governing
      Law.
      This
      Agreement shall be construed in accordance with California law, without regard
      to its internal choice-of-law rules.

     

    6. Enforcement.
      If any
      action is brought for breach of or to enforce this Agreement, it shall be
      brought in the United States District Court for the Northern District of
      California,
      unless
      that court has no jurisdiction over the action, in which case it shall be
      brought in the Superior Court of the State of California for the Counties of
      San
      Francisco or Santa Clara.
      

     

    7. Attorneys’
      Fees.
      In any
      action for breach of or to enforce this Agreement, the prevailing party will
      be
      entitled to reasonable attorneys’ fees, expenses, and costs. 

     

    8. Integration.
      This
      Agreement is the entire agreement between the parties with respect to its
      subject matter and supersedes all prior or contemporaneous oral or written
      negotiations or agreements with regard to the matters set forth in it. Neither
      party is entering into this Agreement on the basis of any promise, statement,
      or
      representation, express or implied, that is not expressly set forth in it.
      

     

    9. Independent
      Counsel.
      Each
      party acknowledges that it has been represented by independent counsel of its
      own choice throughout all negotiations pertaining to its execution of this
      Agreement. Each party further acknowledges that it has received and relied
      upon
      advice from its independent counsel with respect to: (a) the meaning and effect
      of each of the terms and conditions of this Agreement including, but not limited
      to, the Agreements and the waiver of rights under California Civil Code § 1542;
      and (b) the advisability of entering into this Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    10. Independent
      Investigation.
      Each
      party acknowledges that it has fully investigated the subject matter of this
      Agreement and that it is entering into this Agreement voluntarily, knowingly,
      and of its own free will.

     

    11. Successors;
      Assignment.
      This
      Agreement shall inure to the benefit of and shall be binding upon the heirs,
      executors, administrators, assigns, and successors in interest of each of the
      beneficiaries hereof. Any beneficiary’s rights hereunder may be assigned to any
      party succeeding to all or any substantial part of its business.
      Each
      party agrees not to use an assignment to evade or avoid its responsibilities
      hereunder. Notwithstanding the foregoing, (i) AMT may not assign its rights
      or
      interests under Section C. hereof without the prior written approval of the
      Supplier, and (ii) the licenses referred to in Section A. may only be assigned
      or sublicensed in accordance with the terms of the License and Supply Agreement.
      For purposes of the foregoing sentence, an event after which causes control
      of
      the Customer to be acquired by anyone other than van Moorleghem and his
      Affiliates, as such term was defined in the License and Supply Agreement, or
      an
      event by which van Moorleghem and Affiliates beneficially own less than a
      majority of the Customer immediately after such event, shall be deemed to
      constitute an assignment.

     

    12. Severability.
      If any
      of the provisions of this Agreement become invalid, illegal or unenforceable
      in
      any respect, the validity, legality and enforceability of the remaining
      provisions hereof shall not in any way be impacted.

     

    13. Counterparts.
      This
      Agreement may be signed in counterparts, and a copy of the fully signed
      Agreement may be used in evidence as if it were the original.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned has caused this Release to be executed and
      delivered by his duly authorized representatives.

     

    
      	
              DATED:
                August 14, 2008

            	
              WILFRIED
                VAN MOORLEGHEM

            
	 	 	 
	 	 	
              /s/
                Dr. Wilfried van Moorleghem

            
	 	 	
              Dr.
                Wilfried van Moorleghem

            
	 	 	 
	
              DATED:
                August 14, 2008

            	
              AMT,
                N.V.

            
	 	 	 
	 	
              By:

            	
              /s/
                Dr. ir. Dimitri Aslanidis

            
	 	 	
              Name:
                Dr. ir. Dimitri Aslanidis

            
	 	 	
              Title:
                Managing Director

            
	 	 	 
	
              DATED:
                August 14, 2008

            	
              MEMRY
                CORPORATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert Belcher

            
	 	 	
              Name:
                Robert Belcher

            
	 	 	
              Title:
                Chief Executive Officer

            


    

    
      
        
        

      

      
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