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                                                                   Exhibit 10.31


                             EMPLOYMENT AGREEMENT


     This Employment Agreement, dated as of the 1st day of January, 2000,
between Robert J. Thatcher (the "Executive") and Memry Corporation, a Delaware
corporation (the "Company").

                             W I T N E S S E T H,
                             - - - - - - - - - -

     WHEREAS, the Company and the Executive are currently party to a Letter
Agreement, dated as of March 18, 1999 (the "Letter Agreement"), by which the
Executive is currently employed as the Company's President and Chief Operating
Officer, and is a member of the Company's Board of Directors; and

     WHEREAS, the Company and the Executive desire to enter into an employment
agreement on the terms and conditions set forth below (this "Agreement") in
substitution for the Letter Agreement; and

     WHEREAS, in consideration of the commencement of the performance described
in this Agreement, the Company has issued to the Executive 275,000 incentive
stock options, 50,000 of which are immediately vested, with the remainder
vesting equally in annual installments over four years.

     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements set forth herein, the parties agree as follows:

     1.   Employment and Duties.
          ---------------------

          (a)  The Company hereby agrees to employ the Executive, and the
     Executive hereby accepts employment, upon the terms and conditions set
     forth herein.  During the period during which he is employed hereunder (the
     "Period of Employment"), the Executive shall diligently and faithfully
     serve the Company in the capacity of President and Chief Operating Officer,
     or in such other and/or lesser executive capacity or capacities as the
     Board of Directors and the Executive may, from time to time, agree.

          (b)  During the term hereof, the Executive shall, at the request of
     the Company, serve as a director of the Company, as well as an officer
     and/or director of direct and indirect subsidiaries, and other affiliates,
     of the Company as the Company, acting through its Board of Directors, shall
     request from time to time.

          (c)  The Executive shall devote his best efforts and substantially all
     of his business time, services and attention to the advancement of the
     Company's business and interests.  The restrictions in this Section 1 shall
     in no way prevent the Executive from (except as set forth in the
     immediately succeeding sentence) pursuing other activities, so long as all
     of such other activities do not, in the aggregate, materially interfere
     with the Executive's duties hereunder (including his obligation to devote
     substantially all of his business time, services and attention to the
     Company). Notwithstanding the foregoing, however, the Executive shall not
     accept any outside directorships without the prior consent of the Company's
     Board of Directors.
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          (d)  The Executive shall, at all times during the Period of
     Employment, diligently and faithfully carry out the policies, programs and
     directions of the Company. The Executive shall comply with the directions
     and instructions made or given by or under the authority of the Company's
     Chief Executive Officer and whenever requested to do so shall give an
     account of all transactions, matters and things related to the Company and
     its affiliates and their affairs with which the Executive is entrusted.

     2.   Term.  The initial term of this Agreement shall commence on the date
          ----
hereof, and shall terminate on the day before the second anniversary of such
date (the "Initial Term").  Thereafter, the term of this Agreement shall be
automatically renewed for successive one-year periods, each commencing on the
month and day of this Agreement in the appropriate year and terminating on the
day before such date in the subsequent year, unless either party notifies the
other in writing of such party's intention not to renew at least ninety (90)
days prior to the date on which the term of this Agreement would otherwise
terminate.  The Initial Term and such other periods for which the term hereof
has been extended as aforesaid is collectively referred to herein as the "Term."
Subject to Section 8(f) below, in the event the Company elects not to renew this
Agreement at the end of any Term, then the Company shall pay to the Executive
his base salary for a period of eighteen (18) months following termination of
this Agreement, as and when the same would otherwise be due; provided, however,
that such payment shall not be paid by the Company if such non-renewal is "for
cause" (as defined below); and, provided further, that if such non-renewal by
the Company follows within two (2) years a Change in Control (as defined below),
then the Company shall also pay to the Executive, in one lump sum on the last
day of the Term, an amount equal to the sum of (x) two (2) times the Executive's
base salary as  then in effect, plus (y) two (2) times the Executive's target
bonus, as then in effect.

     3.   Compensation.  In consideration of the services rendered and to be
          ------------
rendered by the Executive, the Company agrees to compensate the Executive as
follows:

          (a)  From the date hereof the Company shall pay to the Executive an
     annual base salary of $195,000, payable in equal installments every two
     weeks.  The Executive's base salary may be increased from time to time by
     the Board in accordance with normal business practices of the Company.

          (b)  The Executive shall also be entitled to receive additional
     compensation in the form of an annual target bonus of $91,500 and annual
     long term incentive awards having a target value of $325,000, determined by
     and in the sole discretion of the Board of Directors of the Company.  Such
     target amounts are based upon the Executive meeting all personal and
     Company performance goals and objectives.  Such grants may be made pursuant
     to any bonus and/or incentive compensation programs that may be established
     by the Company, including without limitation the Company's current
     incentive plans; provided, however, that nothing set forth in this sentence
     will in any way limit the Board of Directors discretion to approve or
     reject any bonus that the Executive would otherwise be due under any such
     plans.

          (c)  The Executive shall be entitled to an automobile allowance of
     $500 per month, to be paid in accordance with the Company's policy for
     paying automobile allowances as in effect from time to time.

          (d)  The Executive shall also be entitled to receive up to $15,000 per
     year from the Company towards retirement and/or deferred compensation
     benefits.  Said amount may be used for split dollar life insurance, a
     retirement plan, a rabbi trust or such other method or methods as may

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     be selected by the Executive subject to the consent of the Company (not to
     be unreasonably withheld).

          (e)  The Executive shall be entitled to other fringe benefits
     comparable to the benefits afforded to other executive employees of the
     Company, including but not limited to reasonable sick leave and coverage
     under any health, dental, accident, hospitalization, disability,
     retirement, life insurance, 401(k), and annuity plans, programs or policies
     maintained by the Company.  In addition, and without limiting the
     foregoing, the Company shall provide the Executive with twenty working days
     of vacation per calendar year, no more than thirty of which (in the
     aggregate) may be carried over from one year to the next.

          (f)  The Executive shall be entitled to reimbursement, in accordance
     with Company policy, of all reasonable out-of-pocket expenses which he
     incurs on behalf of the Company in the course of performing his duties
     hereunder, subject to furnishing appropriate documentation of such expenses
     to the Company's Chief Financial Officer.  Such reimbursement shall
     include, without limitation, the Executive's expenses associated with
     business travel to Company headquarters and accommodations while visiting
     Company headquarters.

          (g)  Upon the Executive's relocation to Connecticut, the Company shall
     reimburse the Executive for all customary relocation expenses, in
     accordance with Company policy, including a reasonable number of trips made
     to Connecticut for the purpose of finding a home.  In addition, prior to
     the Executive's relocation to Connecticut, the Company shall reimburse the
     Executive for customary office expenses incurred by the Executive at his
     home office in Eden Prairie, Minnesota.

          (h)  Upon the Executive's relocation, the Company shall make to the
     Executive a $200,000 interest-free loan to be used by the Executive toward
     a down payment on a new home. One fourth of the principal amount of such
     loan will be forgiven by the Company if (and only if) the Executive remains
     in the employ of the Company on each of the third, fourth, fifth and sixth,
     respectively, anniversaries of the date hereof such that, if the Period of
     Employment has continued through the sixth anniversary of the date hereof,
     the full amount of such loan shall have been forgiven.

     4.   Covenant Not to Compete; Nonsolicitation.
          ----------------------------------------

          (a)  Except as specifically set forth in this Section 4, during the
     Period of Employment, the Executive will not engage, directly or
     indirectly, anywhere in the United States (including its territories,
     possessions and commonwealths) or Canada in any business which competes or
     could reasonably be expected to compete with the Company and/or its
     affiliates and, for a period of one year after the termination of the
     Period of Employment, any business which competes or could reasonably be
     expected to compete with the Company and/or its affiliates as of the date
     of termination; provided, however, that (i) the ownership by the Executive
     of less than 2% of the outstanding stock of any publicly traded corporation
     shall not be deemed solely by reason thereof to cause the Executive to be
     engaged in any businesses being conducted by such publicly traded
     corporation; and (ii) the Company, at its sole discretion, may, by written
     notice to the Executive no more than six (6) months and no less than three
     (3) months prior to the end of the one-year period described above, extend
     such one-year period for a second year, in which case the Company will be
     obligated to pay the Executive, quarterly in advance, at the rate of the
     Executive's base salary in

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     effect on the last day of the Period of Employment, for such additional
     one-year non-compete period. If the final judgment of a court of competent
     jurisdiction declares that any term or provision of this Section 4(a) is
     invalid or unenforceable, the parties agree that the court making the
     determination of invalidity or unenforceability shall have the power to
     reduce the scope, duration, or area of the term or provision, to delete
     specific words or phrases, or to replace any invalid or unenforceable term
     or provision with a term or provision that is valid and enforceable and
     that comes closest to expressing the intention of the invalid or
     unenforceable term or provision, and this Agreement shall be enforceable as
     so modified after the expiration of the time within which the judgment may
     be appealed.

          (b)  During the Period of Employment and for a period of three years
     thereafter, the Executive will not, directly or indirectly, either for
     himself or for any other person or entity (i) solicit (A) any employee of
     the Company or any affiliate of the Company to terminate his or her
     employment with the Company or such affiliate during his or her employment
     with the Company or such affiliate or (B) any former employee of the
     Company or an affiliate of the Company for a period of one year after such
     individual terminates his or his employment with the Company or such
     affiliate, (ii) solicit any customer or client of the Company or any such
     affiliate (or any prospective customer or client of the Company or such
     affiliate) as of the termination of the Period of Employment to terminate
     its relationship with the Company or such affiliate, or do business with
     any third parties, or (iii) take any action that is reasonably likely to
     cause injury to the relationships between the Company or any such affiliate
     or any of their respective employees and any lessor, lessee, vendor,
     supplier, customer, distributor, employee, consultant or other business
     associate of the Company or any such affiliate as such relationship relates
     to the Company's or such affiliate's conduct of its business.

     5.   Covenant Not to Disclose Information.  The Executive agrees that
          ------------------------------------
during the Period of Employment and thereafter, he will not use or disclose,
other than to another employee of the Company, qualified by the Company to
receive that information in the normal course of business, any then confidential
information or trade secrets of the Company or any affiliate of the Company
which were made known to him by the Company, its officers or employees or
affiliates, or learned by him while in the Company's employ, without the prior
written consent of the Company, and that upon termination of his employment for
any reason, he will promptly return to the Company any and all properties,
records, figures, calculations, letters, papers, drawings, schematics or copies
thereof or other confidential information of the Company and its affiliates of
any type or description.  It is understood that the term "trade secrets" as used
in this Agreement is deemed to include, without limitation, lists of the
Company's and its affiliates' respective customers, information relating to
their practices, know-how, processes and inventions, and any other information
of whatever nature which gives the Company or any affiliate an opportunity to
obtain an advantage over its competitors who do not have access to such
information.

     6.   Remedy at Law Inadequate.  The Executive acknowledges that any remedy
          ------------------------
at law for breach of any of the restrictive covenants (Sections 4 and 5)
contained in this Agreement would be inadequate and the Company shall be
entitled to injunctive relief in the event of any such breach.

     7.   Inventions and Improvements.  With respect to any and all inventions
          ---------------------------
(as defined in Section 7(e) below) made or conceived by the Executive, whether
or not during his hours of employment, either solely or jointly with others,
during the Period of Employment, without additional consideration:

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          (a)  The Executive shall promptly inform the Company of any such
     invention.

          (b)  Any such invention, whether patentable or not, shall be the
     property of the Company, and the Executive hereby assigns and agrees to
     assign to the Company all his rights to any such invention, and to any
     United States and/or foreign letters patent granted upon any such invention
     or any application therefor.

          (c)  The Executive shall apply, at the Company's request and expense,
     for United States and/or foreign letters patent either in the Executive's
     name or otherwise as the Company may desire.

          (d)  The Executive shall acknowledge and deliver promptly to the
     Company, without charge to the Company but at its expense, all sketches,
     drawings, models and figures and other information and shall perform such
     other acts, such as giving testimony in support of his inventorship, as may
     be necessary in the opinion of the Company to obtain and maintain United
     States and/or foreign letters patent and to vest the entire right and title
     thereto in the Company.

          (e)  For purposes of this Section, the term "invention" shall be
     deemed to mean any discovery, concept or idea (whether patentable or not),
     including but not limited to processes, methods, formulas, techniques,
     hardware developments and software developments, as well as improvements
     thereof or know-how related thereto, (i) concerning any present or
     prospective activities of the Company and its affiliates and (ii) (A) which
     the Executive becomes acquainted with as a result of his employment by the
     Company, (B) which results from any work he may do for, or at the request
     of, the Company or any of its affiliates, (C) which relate to the Company's
     or any affiliates' business or actual or demonstrably anticipated research
     and development, or (D) which are developed in any part by use of the
     Company's or any such affiliates' equipment, supplies, facilities or trade
     secrets.

The parties hereto agree that the covenants and agreements contained in this
Section 7 are, taken as a whole, reasonable in their scope and duration, and no
party shall raise any issue of the reasonableness of the scope or duration of
any such covenants in any proceeding to enforce any such covenants.

     8.   Termination of Employment.
          -------------------------

          (a)  The Executive's Period of Employment hereunder may not be
     terminated prior to the expiration of the Term except in accordance with
     the provisions of this Section 8.

          (b)  The Executive's Period of Employment may be terminated by the
     Company for cause.  For purposes of this Agreement, "for cause" means that
     termination occurs in connection with a determination, made at a meeting of
     the Board of Directors at which the Executive (and, at the Executive's
     option, his counsel) shall have had a right to participate, that the
     Executive has (i) committed an act of gross negligence or willful
     misconduct, or a gross dereliction of duty, that has materially and
     adversely affected the overall performance of his duties hereunder; (ii)
     committed fraud upon the Company in his capacity as an employee hereunder;
     (iii) been convicted of, or pled guilty (or nolo contendere) to, a felony
     that the Board of Directors, acting in good faith, determines is or would
     reasonably be expected to have a material adverse effect upon the business,
     operations, reputation, integrity, financial condition or prospects of the
     Company; (iv) any material breach by the Executive of the terms hereof; (v)
     failure to follow instructions from a person authorized to give

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     them pursuant to Section 1(d) above that is lawful and not inconsistent
     with the terms hereof; (vi) the Executive's habitual drunkenness or
     habitual substance abuse; (vii) civil or criminal violation of any state or
     federal government statute or regulation, or of any state or federal law
     relating to the workplace environment (including without limitation laws
     relating to sexual harassment or age, sex or other prohibited
     discrimination), or any violation of any Company policy adopted in respect
     of any of the foregoing; or (viii) a failure by the Executive to meet the
     minimum objectives established in the annual "Memry Sharing Plan" to
     receive any bonus pursuant to Section 3(b) above with respect to two
     consecutive fiscal years. "For cause" termination must be accompanied by a
     written notice to that effect. If the Executive is terminated for cause,
     the Executive shall be paid through the date of his termination.

          (c)  If the Executive dies, the Period of Employment shall terminate
     effective at the time of his death; provided, however, that such
     termination shall not result in the loss of any benefit or rights which the
     Executive may have accrued through the date of his death.  If the Period of
     Employment is terminated prior to the expiration of the Term due to the
     Executive's death, the Company shall make a severance payment to the
     Executive or his legal representatives equal to the Executive's regular
     salary payments through the end of the month in which such death occurs.
     In addition, the Company shall make a severance payment to the Executive or
     his legal representative equal to the Executive's target bonus described in
     Section 3(b), pro rated for the portion of such fiscal year completed prior
     to the Executive's death; provided, however, that such pro rated portion of
     the Executive's target bonus shall be paid to the Executive following the
     completion of such fiscal year at the time similar bonuses are paid to
     other employees of the Company.

          (d)  If the Executive becomes disabled, the Period of Employment may
     be terminated, at the Company's option, at the end of the calendar month
     during which his disability is determined; provided, however, that such
     termination shall not result in the loss of any benefits or rights which
     the Executive may have accrued through the date of his disability. If the
     Period of Employment is terminated prior to the expiration of the Term due
     to the Executive's disability, the Company shall make a severance payment
     to the Executive or his legal representative equal to the Executive's
     regular salary payments for a period of six (6) months from the date of
     such termination or, if sooner, until payments begin under any disability
     insurance policy maintained by the Company for the benefit of the
     Executive. For the purposes of this section, the definition of "disability"
     shall be the same as the definition of a "permanent disability" contained
     in any long-term disability insurance policy maintained by the Company in
     effect at the time of the purported disability, or last in effect, if no
     policy is then in effect.

          (e)  Subject to Section 8(f) below, if the Executive's Period of
     Employment with the Company is terminated by the Executive for "Good
     Reason," as hereinafter defined, or is terminated by the Company without
     cause (and the Company may terminate the Executive's employment without
     cause at any time) other than at the end of the Term, then, in addition to
     the other rights to which the Executive is entitled upon a termination as
     provided for herein, the Executive shall also be entitled to the following
     payments: (i) one and one half (1 1/2) times the Executive's annual salary,
     at the rate of salary in effect immediately prior to the effective date of
     such termination (without regard to any purported or attempted reduction of
     such rate by the Company), such amounts to be paid to the Executive as and
     when they would otherwise be due absent the termination of the Period of
     Employment, and (ii) one hundred fifty percent (150%) of the amount of the
     target cash bonus for the Executive in the fiscal year that the termination
     occurs, the first two-thirds of such amount to be due on the date on which
     the Executive would have next received a cash bonus pursuant to

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     Section 3(b) above absent the termination of the Period of Employment, and
     the remaining one-third of such amount to be due on the first anniversary
     of the date on which the first two-thirds was due (it being agreed that, as
     to the payment of each amount specified in this clause (ii), the Company
     may elect to pay up to one-third of such amount by delivering to the
     Executive shares of the Company's common stock having an equivalent value
     (determined based on the last reported trade price on the day three (3)
     business days prior to the date on which said payment would otherwise be
     due)); provided, however, that if the Good Reason or termination without
     cause follows within two (2) years of a Change of Control, then the
     Executive shall instead be entitled to a lump sum payment equal to the sum
     of (i) two (2) times the Executive's annual salary, at the rate of salary
     in effect immediately prior to the effective date of such termination
     (without regard to any purported or attempted reduction of such rate by the
     Company), plus (ii) two hundred percent (200%) of the amount of the target
     cash bonus for the Executive in the fiscal year that the termination
     occurs. For purposes of this Agreement, the term "Good Reason" shall mean:
     (i) the failure by the Company to observe or comply with any of the
     provisions of this Agreement if such failure has not been cured within ten
     (10) days after written notice thereof has been given by the Executive to
     the Company; or (ii) at the election of the Executive, upon a Change in
     Control of the Company, as defined in Section 10(f) (which election can be
     made at any time upon thirty (30) days' prior written notice given within
     two (2) years following the date on which the Change in Control of the
     Company occurred) if, subsequent to such Change in Control, there is a
     material diminution in the position, duties and/or responsibilities of the
     Executive; or (iii) the relocation of the Executive's principal place of
     business to a location more than sixty (60) miles from both (A) Brookfield,
     Connecticut and (B) the location of the home to which the Executive
     relocates, without the Executive's prior consent. Further, in the event of
     a termination pursuant to this Section 8(e), or pursuant to Section 8(c) or
     Section 8(d) above, to the extent allowable under the provisions of the
     Internal Revenue Code of 1986, as amended, and the rules and regulations
     promulgated thereunder, and the plans pursuant to which the same were
     granted, all incentive and non-qualified stock options then held by the
     Executive still subject to any vesting requirements shall have such vesting
     requirements terminated (such that all such options are then immediately
     exercisable).

          (f)  Notwithstanding anything to the contrary in either Section 2 or
     Section 8(e) above, the Executive will not be entitled to any severance or
     other similar payments for a termination of the Period of Employment by the
     Executive for Good Reason, or by the Company without cause (whether or not
     at the end of the Term), occurring on or after August 31, 2000, unless,
     prior to August 31, 2000, the Executive and his immediate family shall have
     relocated their primary residence to a location within sixty (60) miles of
     the Corporation's Brookfield, Connecticut headquarters.

     9.   Effect of Termination.  Upon termination of the Executive's employment
          ---------------------
for any reason whatsoever, all rights and obligations of the parties under this
Agreement shall cease, except that the Executive shall continue to be bound by
the covenants set forth in Sections 4, 5, 6 and 7 hereof, and the Company shall
be bound to pay to the Executive accrued compensation, including salary and
other benefits, to the date of termination and any severance payments which may
be owed under the provisions of Section 8 hereof.

     10.  Miscellaneous.
          -------------

          (a)  This Agreement may not be assigned by the Executive.  The Company
     may assign this Agreement in connection with a Sale of the Company.

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          (b)  In the event that any provision of this Agreement is found by a
     court of competent jurisdiction to be invalid or unenforceable, such
     provision shall be, and shall be deemed to be, modified so as to become
     valid and enforceable, and the remaining provisions of this Agreement shall
     not be affected.

          (c)  This Agreement shall be governed by and construed in accordance
     with the laws of the State of Connecticut.

          (d)  No modification of this Agreement shall be effective unless in a
     writing executed by both parties.

          (e)  This Agreement constitutes the entire agreement of the parties
     with respect to the subject matter hereof, and supercedes all prior
     agreements, representations and promises by either party or between the
     parties, including without limitation, the Prior Employment Agreement,
     notwithstanding any provisions therein which state that certain provisions
     shall survive the termination of the Prior Employment Agreement.

          (f)  For purposes of this Agreement, "Change in Control of the
     Company" shall mean: (i) any merger or consolidation or other corporate
     reorganization of the Company in which the Company is not the surviving
     entity; or (ii) any sale of all or substantially all of the Company's
     assets, in either a single transaction or a series of transactions; or
     (iii) a liquidation of all or substantially all of the Company's assets; or
     (iv) a change within one twelve-month period of a majority of the directors
     constituting the Company's Board of Directors at the beginning of such
     twelve-month period; or (v) if a single person or entity, or a related
     group of persons or entities, at any time beneficially owns 25% or more of
     the Company's outstanding voting securities; unless, with respect to any
     event described in clauses (i) through (v), the Executive agrees in
     writing, prior to the consummation of the event giving rise to the Change
     in Control of the Company, that such event or events does not for purposes
     of this Agreement constitute a Change in Control of the Company and unless,
     with respect to clause (iv), the change of directors is approved by the
     Board of Directors as constituted prior to such change.

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

                                   MEMRY CORPORATION


                                   By: /s/ James G. Binch
                                      --------------------------------
                                         Name: J. G. Binch
                                         Title: Chairman & CEO


                                    /s/ Robert J. Thatcher
                                   -----------------------------------
                                   Robert J. Thatcher

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