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                                                                   Exhibit 10.47

      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "ACT"). 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.

No. 96 - 7              Warrant to Purchase 40,000 Shares of Common Stock
                        (subject to adjustment)

          WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE

                                       of

                                MEMRY CORPORATION
                          Void after September 30, 2003

      This certifies that, for value received, James Proft (the "Holder") is
entitled, subject to the terms set forth below, to purchase from Memry
Corporation, a Delaware corporation (the "Company"), 40,000 shares of the common
stock, par value $0.01 per share ("Common Stock"), of the Company, as
constituted on the date hereof (the "Warrant Issue Date"), upon surrender
hereof, at the principal office of the Company referred to below, with the
Notice of Exercise form attached hereto as Annex I duly executed, and
simultaneous payment therefor in lawful money of the United States or otherwise
as hereinafter provided, at the "Exercise Price" as set forth in Section 2
below. The number, character and Exercise Price of such shares of Common Stock
are subject to adjustment as provided below. The term "Warrant" as used herein
shall include this Warrant and any warrants delivered in substitution,
replacement or exchange therefor as provided herein.

      1. Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the date hereof and ending at 5:00 p.m., Eastern Standard Time, on
September 30, 2003, and shall be void thereafter.

      2. Exercise Price. The Exercise Price at which this Warrant may be
exercised shall be $0.01 per share of Common Stock, as adjusted from time to
time pursuant to Section 11 hereof.

      3.    Exercise of Warrant.

      (a) The purchase rights represented by this Warrant shall be exercisable
by the Holder in whole or in part at any time as follows: Warrants to purchase
20,000 shares of Common Stock may be issued at any time or from time to time,
during the term hereof from and after the date hereof; Warrants to purchase an
additional 10,000 shares of Common Stock may be issued at any time or from time
to time during the term hereof, from and after the date of the one year
anniversary of the Warrant Issue Date; and Warrants to purchase the remaining
10,000 shares of Common Stock may be issued at any time 
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as from time to time during the term hereof from and after the date of the
second anniversary of the Warrant Issue Date; in any case, by the surrender of
this Warrant and the Notice of Exercise attached as Annex I hereto duly
completed and executed on behalf of the Holder, at the principal office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company), upon payment in cash payable to the Company.

      (b) This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of its surrender for exercise as provided
above, and the person entitled to receive the shares of Common Stock issuable
upon such exercise shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date. As promptly as practicable
on or after such date and in any event within ten (10) days thereafter, the
Company, at its expense, shall issue and deliver to the person or persons
entitled to receive the same, a certificate or certificates for the number of
shares issuable upon such exercise. In the event that this Warrant is exercised
in part, the Company, at its expense, shall execute and deliver a new Warrant of
like tenor exercisable for the number of shares for which this Warrant may then
be exercised.

      (c) Notwithstanding any provisions herein to the contrary, if the fair
market value of one share of Common Stock is greater than the Exercise Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
for cash, the Holder may elect to receive shares of Common Stock equal to the
value (as determined below) of this Warrant (or the portion thereof being
cancelled) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Notice of Exercise and notice of such
election in which event the Company shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

                                   X = Y(A-B)
                                       -----
                                         A

Where       X =   the number of shares of Common Stock to be issued to the
                  Holder;

            Y =   the number of shares of Common Stock purchasable under the
                  Warrant or, if only a portion of the Warrant is being
                  exercised, the portion of the Warrant being cancelled (at the
                  date of such calculation);

            A =   the fair market value of one share of the Company's Common
                  Stock (at the date of such calculation); and

            B =   Exercise Price (as adjusted to the date of such
                  calculation).

For purposes of the above calculation, the fair market value of one share of
Common Stock shall be the average of the closing bid and asked prices of the
Common Stock quoted in the over-the-counter market, or if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, or
the last reported sale price of the Common Stock or the closing price quoted on
the NASDAQ National Market System or on any exchange on which the Common Stock
is listed, whichever is applicable, as published in the Eastern Edition of The
Wall Street Journal for the five trading days prior to the date of determination
of fair market value; provided, however, that if no public 

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market for the Common Stock exists at the time of such exercise, the fair market
value per share shall be determined by the Company's Board of Directors in good
faith.

      4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.

      5. Replacement of Warrant. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in
the case of mutilation, on surrender and cancellation of this Warrant, the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount.

      6. Rights of Stockholders. Subject to Sections 9 and 11 hereof, the Holder
shall not be entitled to vote or receive dividends or be deemed the holder of
Common Stock or any other securities of the Company that may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, or change of
stock to no par value, consolidation, merger, conveyance, or otherwise) or to
receive notice of meetings, or to receive dividends or subscription rights or
otherwise until this Warrant shall have been exercised as provided herein.

      7.    Registration of Warrant; Securities Law Matters.

      (a) Warrant Register. The Company shall maintain a register (the "Warrant
Register") containing the address of the Holder. The Holder may change its
address as shown on the Warrant Register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given by mail to such
Holder as shown on the Warrant Register and at the address shown on the Warrant
Register. The Company may treat the Holder as shown on the Warrant Register as
the absolute owner of this Warrant for all purposes, notwithstanding any notice
to the contrary.

      (b) Compliance with Securities Laws. (i) The Holder of this Warrant, by
acceptance hereof, acknowledges that this Warrant is being acquired solely for
the Holder's own account and not as a nominee for any other party, and for
investment, and that the Holder shall not offer, sell or otherwise dispose of
this Warrant, except under circumstances that will not result in a violation of
the Act or any state securities laws. Upon exercise of this Warrant the Holder
shall, if reasonably requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder's own account and not as a nominee for any
other party, for investment, and not with a view toward distribution or resale.

                  (ii) All shares of Common Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following form
(in addition to any legend required by state securities laws):


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      THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
      SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES OF COMMON
      STOCK REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, TRANSFERRED, EXCHANGED
      OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE ACT, AND THE RULES
      AND REGULATIONS PROMULGATED THEREUNDER, AND ANY OTHER APPLICABLE LAW,
      RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, APPLICABLE STATE
      SECURITIES LAWS, RULES AND REGULATIONS.

      (c) Restriction on Transfer. This Warrant may not be transferred, assigned
or otherwise disposed of, in whole or in part, except by devise or interstate
succession upon the death of the Holder; provided, however, that any such
transfer, assignment or other disposition is otherwise in compliance with all of
the other provisions of this Section 7. Any transfer in violation of this
Section 7(c) shall be void ab initio.

      8.     Reservation of Stock.

      The Company covenants that during the term that this Warrant is
exercisable, the Company shall reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of all or any portion of this Warrant and, from time to time,
shall take all steps necessary to amend its Certificate of Incorporation, as
amended (the "Certificate") to provide sufficient reserves of shares of Common
Stock issuable upon exercise of the Warrant. The Company further covenants that
all shares which may be issued upon the exercise of the rights represented by
this Warrant and payment of the Exercise Price, all as set forth herein, will be
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously or otherwise
specified herein). The Company agrees that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.

      9.    Certificates of Adjustment; Notices

      (a) Whenever the Exercise Price or number of shares purchasable hereunder
shall be adjusted or readjusted pursuant to Section 11 hereof, the Company shall
issue a certificate signed by its Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment or readjustment, the
amount of the adjustment or readjustment, the method by which such adjustment
was calculated and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment and the amount, if any, of other property
that at the time would be received upon exercise of the Warrant, all after
giving effect to such adjustment or readjustment. A copy of such certificate to
be mailed to the Holder of this Warrant in accordance with Section 13 hereof.

      (b) In the event:

            (i) that the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling 


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them to receive any dividend or other distribution, or any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right; or

            (ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
of substantially all of the assets of the Company to another corporation; or

            (iii) of any voluntary dissolution, liquidation or winding-up of the
Company,

then, and in each such case, the Company shall mail or cause to be mailed to the
Holder a notice specifying, as the case may be, (A) the date on which a record
is to be taken for the purposes of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or (b)
the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record of Common Stock
(or such stock or securities at the time receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 20
days prior to the date therein specified for the occurrence of any of the
foregoing events.

      (c) All such notices, advice and communications shall be deemed to have
been given in the manner set forth in Section 13 hereof.

      10.     Amendments

      This Warrant or any term of provision hereof may not be amended without
the written consent of the Company and the Holder.

      11. Adjustments. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

      11.1. Merger, Sale of Assets, etc. If at any time while this Warrant or
any portion hereof is outstanding and unexpired, there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity and by which the shares of the Company's
capital stock outstanding immediately prior to the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash, or otherwise, or (iii) a sale or transfer of the Company's properties and
assets as, or substantially as, an entirety to any other person, then, as a part
of such reorganization, merger, consolidation, sale or transfer, lawful
provision shall be made so that the holder of this Warrant shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
herein and upon payment of the Exercise Price then in effect, the number of
shares of stock or other securities or property of the successor corporation
resulting from such reorganization, merger, consolidation, sale or transfer
which a holder of the shares deliverable upon exercise of this Warrant would
have been entitled to receive in such reorganization, consolidation, merger,
sale or transfer if this Warrant had been exercised immediately before such
reorganization, consolidation, merger, sale or transfer, all subject to further
adjustment as provided in this Section 11. The foregoing provisions of this
Section 11.1 shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or 


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securities of any other corporation that are at the time receivable upon the
exercise of this Warrant. If the per-share consideration payable to the Holder
for shares in connection with any such transaction is in a form other than cash
or marketable securities, then the value of such consideration shall be
determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interest of this Warrant shall be applicable
after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of this Warrant.

      11.2. Reclassification, etc. If the Company, at any time while this
Warrant or any portion hereof remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 11.

      11.3. Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant or any portion hereof remains outstanding and unexpired,
shall split, subdivide or combine the securities as to which purchase rights
under this Warrant exist, into a different number of securities of the same
class, the Exercise Price for such securities shall be proportionately
decreased, and the number of shares of such securities for which this Warrant
may be exercised shall be proportionately increased, in the case of a split or
subdivision, or the Exercise Price for such securities shall be proportionately
increased and the number of shares of such securities for which this Warrant may
be exercised shall be proportionately decreased, in the case of a combination.

      11.4. Adjustments for Dividends in Stock or Other Securities or Property.
If at any time while this Warrant or any portion hereof remains outstanding and
unexpired, the holders of the Common Stock or other securities as to which
purchase rights under this Warrant exist at the time shall have received, or, on
or after the record date fixed for the determination of eligible Stockholders,
shall have become entitled to receive, without payment therefor, additional
stock or other securities or property of the Company by way of dividend or other
distribution, then and in each case, this Warrant shall represent the right to
acquire, in addition to the number of shares of the security receivable upon
exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such additional stock or other securities or property of
the Company that the Holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 11.

      11.5. No Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company, but shall at all
times in good faith assist in the carrying out of all the provisions of this
Section 11 and in the taking of all such 


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action as may be necessary or appropriate in order to protect the rights of the
Holder of this Warrant against impairment.

      12. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

      13. Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (i) if to the Holder at [ ], or at such other address as the Holder
shall have furnished to the Company in writing, or (ii) if to the Company, to 57
Commerce Drive, Brookfield, CT 06804, Attention: James G. Binch, or at such
other address as the Company shall have furnished to the Holder. Such notices or
communications shall be deemed given if personally delivered, on the date of
delivery by hand or by messenger, or three (3) days after mailing if send by
mail as set forth herein.

      14. Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to the Holder upon any breach or default under this
Warrant, shall be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent, or approval of any kind or
character on the part of the Holder of any breach or default under this Warrant,
or any waiver on the part of any party of any provisions or conditions of this
Warrant, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Warrant
or by law or otherwise afforded to the Holder shall be cumulative and not
alternative.

      15. Severability. If any provision of this Warrant is held to be
unenforceable under applicable law, then such provision shall be excluded from
this Warrant and the balance of this Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms. A court of competent jurisdiction, in its discretion, may substitute for
the excluded provision an enforceable provision which in economic substance
reasonably approximates the excluded provision.

      16. Pronouns. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the identity of the person
or persons may require.

      Executed effective on this 19th day of September, 1996.

HOLDER:                       MEMRY CORPORATION

/s/ James Proft                           By:/s/ James G. Binch
----------------------------------           -----------------------------------
James Proft                                  Name: James G. Binch
Address:                                     Title: President


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                                                                         ANNEX I

                               NOTICE OF EXERCISE

To:  Memry Corporation

      (1) The undersigned hereby irrevocably elects to purchase _____ shares of
Common Stock of Memry Corporation, a Delaware corporation, pursuant to the terms
of the attached Warrant, and tenders herewith payment of the purchase price for
such shares in full, unless the Holder elects to exercise such Warrant in
accordance with Section 3(c) thereof in lieu of making a cash payment therefor.

      (2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued are being acquired
solely for the account of the undersigned and not as a nominee for any other
party, and for investment, and that the undersigned shall not offer, sell or
otherwise dispose of any such shares of Common Stock except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended,
or any state securities laws.

      (3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned.

Dated: _____________________

                                     ---------------------------------
                                          [Holder]


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