<PAGE>
 
                                                                   Exhibit 10.31

                      PRIVATE LABEL/DISTRIBUTION AGREEMENT


     THIS Private Label/Distribution Agreement ("Agreement") is made as of the
28th day of June, 1996 ("Effective Date"), between Memry Corporation, a Delaware
corporation with its principal place of business at 57 Commerce Drive,
Brookfield, Connecticut 06804 ("Seller") and the Electronics Division of Raychem
Corporation, a Delaware corporation with its principal place of business at 300
Constitution Drive, Menlo Park, California, 94025-1164 ("Buyer").

     WHEREAS, Seller and Buyer are party to an Amended and Restated Asset
Purchase Agreement, dated as of May 10, 1996, as amended from time to time,
pursuant to which Seller is contemporaneously with the execution and delivery
hereof acquiring certain assets (including machinery and equipment, inventory,
trade secrets and other intellectual property) heretofore used by Buyer to
produce nickel titanium components sold by Buyer; and

     WHEREAS, Buyer, principally through its Electronics Division, markets and
sells nickel titanium components, heretofore manufactured by Buyer, to its
customers throughout the world; and

     WHEREAS, Buyer desires to secure for itself an uninterrupted source of
nickel titanium products from Seller subsequent to the execution and delivery
hereof, and Seller desires to be Buyer's exclusive supplier of such products,
both upon the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the premises, the agreements, covenants
and conditions herein contained, it is agreed as follows:

I.   DEFINITIONS
     -----------

     For the purposes of this Agreement, the following terms shall have the
following respective meanings:

     "Business Day" means a day on which banks are not required or authorized to
be closed in either the State of California or the State of Connecticut.

     "Confidential Information" means any information or data disclosed pursuant
to this Agreement; provided, however, that information and data shall not be
deemed to be Confidential Information unless disclosed in writing and clearly
marked "confidential" or "proprietary" or, if disclosed orally, reduced to
writing and clearly marked "confidential" or "proprietary" and delivered to the
other party in such written and marked form within thirty (30) days immediately
following its oral disclosure; and further provided, that information and data
shall not be deemed to be Confidential Information if:
<PAGE>
 
          1.  it is available to the public at the time of disclosure to the
receiving party, or thereafter becomes available to the public through no fault
of the receiving party, but in such event only as of such later date;

          2.   it is independently made available to the receiving party by a
third party without restrictions on disclosure; or

          3.   it is known to the receiving party before disclosure to the
receiving party by the disclosing party or developed by the receiving party
without reference to any Confidential Information of the disclosing party.

     Customer lists and specifications of Buyer shall, subject to the exceptions
in clauses (a) through (c) above, be deemed "Confidential Information" under
this Agreement.

     "Excluded Customers" shall mean Bausch & Lomb, United States Surgical
Corporation, any successors to the businesses of any of the foregoing, and any
other actual or potential customer to the extent (and only to the extent) that
such customer uses Products for implant applications.

     "Field of Use" shall mean the following worldwide fields of use anywhere in
the world:

          A.   Sealing and fastening devices and components.

          B.   Mechanical protection devices and components.

          C.   Actuators and actuating devices and components including
               mechanical, electrical, and hydraulic components, except if and
               to the extent that any such device has been developed by Memry
               (i.e., existing fluid and vapor valves, as well as later
               generation and derivative fluid and vapor valves) prior to the
               effective date hereof.

          D.   Any component or device used in any of the 6 levels of electrical
               and electronic assemblies as set forth in Exhibit H.
                                                         --------- 

          E.   Noise and vibration dampening devices and components, except with
               respect to sporting and leisure goods.

          F.   Medical and dental devices and components.

          G.   Fluid (gas, liquid, slurry and dry powder) fittings and
               couplings.

          H.   Electrical interconnection devices and components.

          I.   Any application in any of the following  industries:
<PAGE>
 
               (a)  Automotive
               (b)  Aerospace
               (c)  Marine
               (d)  Military Ground Systems
               (e)  Rail and Mass Transit
               (f)  Commercial Electronics
               (g)  Industrial Electronics

     "GAAP" means United States generally accepted accounting principles as in
effect on the date hereof, applied on a basis consistent with the preparation of
Buyer's historical financial statements.

     "Inventions" means all discoveries, know-how, inventions, developments and
improvements, whether patentable or not.

     "License Agreement" means the License Agreement of even date herewith
between Buyer and Seller.

     "Net Sales" means gross sales of the Products (other than Products
manufactured by Seller or its assignees or successors in interest) billed and
shipped by or on behalf of Buyer and its subsidiaries, less competitive
discounts actually allowed (other than advertising allowances or fees or
commissions to salesmen or sales representatives), and returns, and shall not
include billed taxes and customs duties paid by Buyer, freight and transit
insurance or any sale to Buyer's employees for any reason other than resale or
distribution.  If a Licensed Product constitutes a component of a larger
product, then the gross sales from the sale of the larger product shall be
allocated across its component parts in proportion to their separate purchase
prices (as evidenced by recent third party sales), and if no such separate
purchase prices exist, then in proportion to their relative manufacturing costs.
Net Sales shall not include sales between the parties hereto, sales by
independent distributors, or sales between Buyer and its subsidiaries.
Notwithstanding the above, royalties shall be paid on all net sales of Products
recorded as sales by Buyer and its subsidiaries under GAAP in their consolidated
audited financial statements.

     "Permitted Customers" shall mean all actual and potential customers for the
Products in the Field of Use, excluding only the Excluded Customers.

     "Products" shall mean (i) Nickel Titanium Products listed on Exhibit A-1
hereto and (ii) Titanium Products listed on Exhibit A-2 hereto.  Products listed
on Exhibit A-1 or A-2 shall meet the specifications identified in Exhibit B.
                                                                  ---------  
Products shall not include Tinel-Lock(R) Products, which are covered by a
separate agreement between the parties.

     "Nickel Titanium Products" shall mean nickel titanium products currently
being manufactured, sold and/or used by Buyer specifically set forth on Exhibit
A-1 hereto, as well as any other similar and/or derivative nickel titanium
products that (i) meet

                                      -3-
<PAGE>
 
mutually agreed upon criteria for ongoing business, or (ii) Buyer and Seller
hereafter mutually agree should become Nickel Titanium Products under this
Agreement, or (iii) are developed or manufactured by or for Seller for the Field
of Use; or (iv) are jointly developed by Buyer and Seller for the Field of Use.

     "Tinel-Lock(R) Products" shall mean products using any nickel titanium
alloy for the termination of electrical/electronic braid in connector or
interconnect applications.  Although this is typically a ring of Alloy `X'
(heat-to-shrink) used to compress an overall cable shield onto a connector
adapter, other covered applications include, without limitation:

          (a) wire, braid strap and other electrical grounding methods;

          (b) metallic or non-metallic braid and straps used for mechanical
attachment of electrical/electronic or fiber optic cables and interconnection.

     "Titanium Products" shall mean products made almost entirely of Titanium
and containing no Nickel which (i) Buyer and Seller hereafter mutually agree
should become Products under this Agreement (and which will be listed on Exhibit
A-2 hereto at the time of the agreement), or (ii) are developed or manufactured
by or for Seller for the Field of Use; or (iii) are jointly developed by Buyer
and Seller for the Field of Use.

     Various other defined terms used herein are defined throughout this
Agreement.

II.  PURCHASE AND SALE
     -----------------

     A.   Purchase and Sale.  Subject to and in accordance with the terms and
          -----------------                                                  
conditions hereof, Seller shall sell to Buyer the Products identified on Exhibit
                                                                         -------
A hereto from time to time.  Except as specifically set forth herein, during the
-                                                                               
term of this Agreement, the Buyer shall purchase its entire requirements for
Products, whether for direct sale to third parties or for use by Buyer as
components for products being manufactured and sold by Buyer, from Seller, and
shall not manufacture Products for its own use, or purchase Products from any
other third party.  Additional products that become Products will be deemed
added to Exhibit A from time to time without the need for further action.

     B.   Specifications.  The Products shall meet the specifications identified
          --------------                                                        
in Exhibit B hereto.  The Product Managers defined in Section 6 below, shall be
   ---------                                                                   
responsible for amending Exhibit B by mutual consent from time to time as
                         ---------                                       
required to reflect agreed upon specifications or to add or delete
specifications as Products are added to or deleted from Exhibit A.

     C.   Resale.  Subject to the terms hereof, Buyer may resell the Nickel
          ------                                                           
Titanium Products under Buyer's own trade names using Buyer's trade literature
and/or all or portion of Seller's

                                      -4-
<PAGE>
 
literature, except Seller's trade name or trademarks.  Subject to the terms
hereof, Buyer shall resell the Titanium Products only under Buyer's trade names,
but in conjunction with Seller's trademarks.

     D.   Commitments of Seller.  Seller hereby agrees to conduct its business
          ---------------------                                               
and act in a manner as if the Seller were the named party therein in those
agreements of Buyer listed on Exhibit I (except that Seller shall not be
responsible for Buyer's conduct).

III. EXCLUSIVITY
     -----------

     A.   Exclusivity.  Buyer shall be the exclusive seller or distributor in
          -----------                                                        
the Field of Use to Permitted Customers for Products during the term hereof.
Seller shall not market or sell Products or products similar to Products to any
Permitted Customer in the Field of Use either directly or indirectly through
OEMs, representatives, distributors or other third parties, other than Buyer
during the term hereof.  Notwithstanding the two preceding sentences, however,
Seller may directly sell Products or other products similar to Products to
Permitted Customers in the Field of Use (i) for the first year following the
Effective Date hereof, to any customer who is an existing customer of Seller as
of the Effective Date as set forth on Exhibit G hereto; provided, however, that
this clause (i) only allows Seller to sell to any such customer during such
period products that have previously been sold to such customer by Seller prior
to June 30, 1996, or (ii) if, prior to its commercialization, a particular
product is being sold by Seller to a customer under a research and/or
development project.

IV.  BUYER'S SALES EFFORTS
     ---------------------

     A.   During the term hereof Buyer shall:

          1.   continuously use reasonable efforts to promote the sale of the
Products at its own cost, through advertisement and through distribution of
literature, pamphlets, catalogs, samples and other merchandising aids, and
maintain customer relations with Permitted Customers in the Field of Use, and to
refrain from acts that could reasonably be expected to be detrimental to the
interests of the Seller;

          2.   maintain at all times and at its own cost (i) a sales
organization which Buyer determines, in its reasonable discretion, is capable of
promoting and selling the Products to Permitted Customers within the Field of
Use, and (ii) an inventory of Products in such amounts as it determines, in its
reasonable discretion, to be sufficient to supply its customers with Products
with reasonable promptness;

          3.   maintain product liability insurance for any products
incorporating the Products in an amount that is usual and customary for Buyer's
business;

                                      -5-
<PAGE>
 
          4.  assuming Seller provides all requisite information to Buyer,
comply with all applicable laws and regulations, relating to the storage,
packaging and sale of the Products; and

          5.   not knowingly sell or distribute the Products to Excluded
Customers, and shall not knowingly sell such Products to Permitted Customers for
sale or transportation to Excluded Customers, nor sell such Products to a third
party after the Seller has notified the Buyer that such third party is reselling
such Products to Excluded Customers.

V.   MANUFACTURING COST.
     ------------------ 

     A.   Seller shall make reasonable commercial efforts to reduce prices to
Buyer by continuously seeking lower raw material costs and improving its
processes and efficiencies to reduce manufacturing costs while maintaining
quality levels acceptable to Buyer and while meeting all of the terms and
conditions of this Agreement.

VI.  PRODUCT MANAGERS
     ----------------

     A.   During the term of this Agreement, the parties shall each designate
one (1) Product Manager who shall be responsible for managing the relationship
between Seller and Buyer ("Product Manager").  The Product Managers shall confer
on a regular basis.

VII. TERMS AND CONDITIONS
     --------------------

     A.   Purchase Orders.  Buyer shall purchase Products by submitting to
          ---------------                                                 
Seller purchase orders for specific Products.  Purchase orders shall specify the
type and quantity of Products to be purchased, the price, the delivery date, the
purchase order number, and test report and certification requirements.  Purchase
orders shall be deemed accepted by Seller three Business Days after receipt,
unless Seller notifies Buyer within said period that it is rejecting such
purchase order in accordance with Section 7.4(a) below.

     B.   Pricing.
          ------- 

          1.   The initial purchase price for each Product listed on Exhibit A-1
                                                                     -----------
hereto is set forth opposite the description of such Product on said Exhibit A-
                                                                     ---------
1, and is intended to be the price for such Product for the period commencing on
-
the date hereof and continuing through June 30, 1997.  The parties agree to
amend the purchase price for each Product effective as of every July 1 during
the term hereof, and to commence negotiations on said purchase price adjustments
on or about each April 1 during the term hereof.  New Products added to Exhibit
                                                                        -------
A from time to time, whether to Exhibit A-1 or A-2, will be priced at a mutually
-                                                                               
agreed upon price for such Product through the period ending on the immediately
subsequent June 30. [NOTE:  REMAINING TWO SENTENCES OF THIS PARAGRAPH OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND

                                      -6-
<PAGE>
 
EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.]

          2.   In the event the parties cannot agree as to new pricing as of
June 1 of each year, the parties shall mutually agree on an individual, not
affiliated with either party, who shall make a final decision regarding pricing
(in accordance with the basis set forth in Section 7.2(a) above) by June 15 of
each year.

     C.   Rolling Forecasts.  Every calendar quarter during the term hereof, at
          -----------------                                                    
least one (1) full month prior to the commencement thereof, Buyer shall submit
to Seller its good-faith estimated requirements for the total dollar volume to
be purchased pursuant to this Agreement for each of the next six (6) calendar
quarters ("Buyer's Forecast").  Exhibit C hereto, which will be provided by June
1, 1996, consists of Buyer's Forecast for the period July 1, 1996, through
December 31, 1997 (the "Initial Forecast"), which Initial Forecast shall remain
in effect as Buyer's Forecast without amendment until submission of the six (6)
quarter forecast for the period October 1, 1996, through March 31, 1998, which
forecast will be due on or prior to September 1, 1996.  Buyer will make
commercially reasonable efforts to make non-binding forecasts on a Product by
Product basis.  Buyer and Seller shall each review Forecasts to assess whether
it would require an unreasonable spike in capacity (i.e., ramp-ups from one
quarter to the next or from the forecast for such quarter from one Buyer's
Forecast to the next) in which event the Buyer and Seller shall agree upon a
mutually acceptable alternative forecast. Ramp-ups of up to 25% per quarter in
all events shall be deemed reasonable.

     D.   Security Stock; Minimum Take Requirements.
          ----------------------------------------- 

          1.   Seller covenants and agrees for every month during the term
hereof to have available for immediate delivery to Buyer, raw material and
manufacturing capacity sufficient to supply Buyer with an amount of Products
equivalent to 40% of the amount forecasted in Buyer's Forecast for the quarter,
except if and to the extent that changes in Product mix materially increase the
amount of manufacturing capacity necessary to process a given volume of raw
material.  Seller shall only have the right and ability to reject purchase
orders for which it is not required to have sufficient raw material and
manufacturing capacity.

          2.   Buyer covenants and agrees for every calendar quarter during the
term hereof either to order from Seller Products with an aggregate purchase
price equal to (i) One hundred percent (100%) of the Buyer's Forecast in dollar
volume for the first succeeding quarter after the delivery of the Buyer's
Forecast for such quarter, (ii) sixty-five percent (65%) of the Buyer's Forecast
amount in dollar volume for the second succeeding calendar quarter after the
Buyer's Forecast, and (iii) fifteen percent (15%) of the Buyer's Forecast in
dollar volume for the third succeeding quarter after the Buyer's Forecast, or
pay to Seller the difference between the amount of Product so ordered and the
greater of (i), (ii) or (iii) above.

                                      -7-
<PAGE>
 
     E.  Payment Terms; Invoice.  Payment terms are net thirty (30) days after
         ----------------------                                               
Buyer's receipt of Seller's invoice or the date of shipment (whichever is
later).  The Buyer description and part number must be referenced on all
invoices and packing lists.  All outstanding sums owed to Seller by Buyer shall
accrue interest at a rate of 1.0% per month (or any part thereof) if unpaid
within thirty (30) days after the due date therefor.

     F.   Terms and Conditions.  Except as otherwise provided herein, each sale
          --------------------                                                 
hereunder shall be governed by Buyer's Standard Terms and Conditions of Purchase
("Order Terms") attached hereto as Exhibit D.  Such terms and conditions are
                                   ---------                                
hereby incorporated herein by reference.  Any preprinted terms and conditions in
any acknowledgment, invoice or other document submitted by Seller are superseded
by the terms of this Agreement.  In the event of any inconsistency between this
Agreement and the Order Terms, this Agreement shall be controlling.

     G.   Delivery.  Time is of the essence for Purchase Orders.  Standard
          --------                                                        
delivery for Products is six (6) weeks after receipt of Buyer's order.  The
parties may agree on shorter lead times to meet customer needs.  If Seller does
not meet the committed ship date Buyer may, at Buyer's option, without incurring
any liability, (a) extend the time for delivery, or (b) 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 dates on which they are placed by
Seller into the possession of Buyer's designated carrier, packed and ready for
shipment to Buyer's designated location.  Invoices shall not precede the
delivery dates.  Seller shall ship Products F.O.B., Seller's facility.  All
Products shall be shipped by Buyer's designated standard land carrier unless
otherwise specified by Buyer.  In the event that Buyer requests delivery by air
carrier, Seller shall use Buyer's designated standard air carrier unless
otherwise specified by Buyer.  Delivery shall be made to Buyer's plant at Menlo
Park, California, unless otherwise specified by Buyer in writing.

     H.   Packaging Requirements.  The Nickel Titanium Products shall be packed
          ----------------------                                               
using materials with Buyer's trade name as directed by Buyer.  The Titanium
Products shall be packed using materials with Buyer's trade name and Seller's
trademarks, in a manner reasonably satisfactory to both Buyer and Seller.
Packaging and labeling requirements are defined in Exhibit E.
                                                   --------- 

     I.   Warranty.  Seller warrants the Products as set forth in the Order
          --------                                                         
Terms.  Seller also warrants that the Products meet the specifications
identified in Exhibit B.  These warranties shall be for a term of three (3)
              ---------                                                    
years from the date of shipment of the Products.  These warranties shall inure
to the benefit of Buyer, its successors and assigns and to subsequent purchasers
of the Products and shall survive acceptance and use of, and payment for, the
Products.

     J.   Cancellations.  Buyer shall have the right to cancel any order.  In
          -------------                                                      
the event Buyer cancels any order of Products upon less

                                      -8-
<PAGE>
 
than thirty (30) days notice, Buyer shall pay Seller a reasonable charge, to be
negotiated in good faith by the parties, for Seller's costs and expenses, which
Seller shall use its best efforts to properly mitigate.  In no event shall the
costs and expenses exceed the purchase price for the Products described in the
canceled order or include consequential damages or lost profits.  Buyer shall
not pay any cancellation charge if cancellation is due to Seller's failure to
ship Products in a timely manner pursuant to Section 7.7.  Cancellation shall
not in any way affect Buyer's "take or pay" obligations set forth in Section
7.4(b) except to the extent that cancellation results from a failure to perform
by Seller.

     K.   Returns.
          ------- 

          1.   Seller agrees to accept return of any Product that fails to
function as warranted in Section 7.9  In the event of a return pursuant to this
Section, Seller shall perform testing and analysis of the returned Product and
issue a written report to Buyer explaining the cause of the failure.  Seller
will insure that problems detected in returned Products or reported to Seller
are corrected in future shipments of Products. Seller agrees to replace returned
Products with new Products immediately or to credit Buyer for the full amount of
the purchase price.  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF ANY OF THE PRODUCTS
BY ANY PERSON; PROVIDED THAT THIS SHALL NOT LIMIT LIABILITY IN THE EVENT OF A
THIRD PARTY CLAIM AGAINST BUYER EXCEPT TO THE EXTENT OF SUCH LIABILITY; AND
FURTHER PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO COSTS ASSOCIATED WITH
FIXING CUSTOMER PROBLEMS.  THE PARTIES SHALL COOPERATE IN ADDRESSING CUSTOMER
PROBLEMS AND WILL EQUITABLY SHARE THE COSTS.

          2.   Buyer shall carefully inspect all goods promptly upon the receipt
from the carrier.  Any claim for breach of warranty hereunder must be presented
to the Seller, in writing, within thirty (30) days after discovery by Buyer of
the alleged defect and that a claim hereunder is probable.  Failure to make a
claim within such specified period shall constitute a waiver of the claim only
to the extent that the Seller was thereby prejudiced.  Claims must be
accompanied by supporting proof to the extent reasonably available.

     L.   Insurance.  On written request from Buyer, Seller shall deliver to
          ---------                                                         
Buyer a certificate of insurance evidencing that Seller maintains product
liability insurance for the Products in an amount that is usual and customary
for Seller's business.

VIII.     Status of Buyer
          ---------------

     A.   The parties expressly agree that the relationship established by this
Agreement as between Seller and Buyer is solely that of buyer and seller, and
Seller shall have no right to, and shall not, exercise any supervision or
direction over the Buyer or any of its employees.  Nothing contained herein
shall create a

                                      -9-
<PAGE>
 
partnership, joint venture, or any other business relationship between Seller
and Buyer, other than that of buyer and seller of Products hereunder.

     B.   Buyer shall not have authority to obligate or bind Seller with respect
to any matter, or make any contract, sale, agreement, warranty or
representation, express or implied, on behalf of Buyer.

     C.   Buyer shall conduct business solely in its own name and not that of
Seller and shall not use the words "Agent," "Agency" or words of similar import
on stationery, signs, documents, telephone listings, or otherwise in connection
with the name of Seller.

IX.  SUBAGREEMENTS
     -------------

     A.   The Buyer may distribute or sell Products purchased pursuant to this
Agreement through third party distributors, representatives or resellers without
the consent of the Seller.  Buyer will give Seller prompt written notice of any
such subagreements.

X.   TERM AND TERMINATION
     --------------------

     A.   Initial Term.  The initial term of this Agreement shall be the period
          ------------                                                         
commencing on the Effective Date and ending on June 30, 2001.  Thereafter, the
term of this Agreement shall be automatically renewed for an unlimited number of
successive one (1) year renewal terms; provided, however, that either party
                                       --------  -------                   
hereto may prevent such automatic renewal by notifying the other party in
writing of its desire not to renew this Agreement at least six (6) months prior
to the expiration of the initial term or any renewal term hereof.

     B.   Termination.  This Agreement may be terminated at any time during the
          -----------                                                          
term as follows:

          1.   by either party, at any time and for any reason, by written
notice to the other party given on or after June 30, 1998 delivered at least one
(1) year prior to the date of termination;

          2.   by either party following thirty (30) days notice that the other
party is in breach of any of its material obligations under this Agreement and a
failure of the breaching party to cure the breach within the thirty (30) day
period, unless the breach is not capable of being cured in which case this
Agreement shall terminate immediately following notice. Nothing contained in
this paragraph shall in any way limit a party's right to terminate this
Agreement immediately upon notice as provided in Section 10.2(c) or (d).  If
either party fails to keep or perform any of its material obligations hereunder
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 Agreement 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

                                      -10-
<PAGE>
 
performance pursuant to this Section 10.2(b) shall not be precluded from
terminating the Agreement pursuant to Sections 10.2(b), (c) or (d) from pursuing
its other lawful rights in the event that the defaulting party does not cure the
default prior to such termination.

          3.   by either party immediately (i) if any proceeding in bankruptcy,
reorganization or arrangement for the appointment of a receiver or trustee to
take possession of the other party's assets or any other proceeding under any
law for relief from creditors shall be instituted by or against the other party;
or (ii) if the other party shall make an assignment for the benefit of its
creditors.  Each party shall immediately give written notice to the other party
of the occurrence of any event of the type described in this Section 10.2(c); or

          4.   by Buyer immediately if, without Buyer's consent,

          (i) ownership of more than 25% of the issued and outstanding stock of
Seller on a fully-diluted basis is transferred, beneficially or of record, to a
person or entity or group of persons or entities that Buyer reasonably deems to
be a competitor;

               (ii) all or substantially all of Seller's assets are transferred
in a single transaction or series of transactions; or

               (iii) there is a change of more than one-half of Seller's board
of directors in a one-year period.

     C.   Rights on Termination.
          --------------------- 

          1.   Upon termination of this Agreement, Buyer may sell all of its
inventory of Products.

          2.   Notwithstanding anything to the contrary set forth in this
Agreement, upon (i) the termination of this Agreement for any reason, or (ii)
upon Seller's inability or unwillingness to supply as defined in Section 14 of
this Agreement,  Buyer shall be entitled to exercise its rights to the License
Agreement.

XI.  TECHNICAL SERVICE AND SUPPORT
     -----------------------------

     A.   Engineering Support.  During the term of this Agreement, Seller shall
          -------------------                                                  
make available to Buyer at no cost, at Buyer's request, reasonable engineering
support for customer applications.

     B.   Customer Tours.  Seller shall make its plant available, upon
          --------------                                              
reasonable notice and at a reasonable time, to Buyer for the purpose of
conducting tours for Buyer's customers.

XII. LISTING AND APPROVAL
     --------------------

     A.   Listing.  Seller agrees to use commercially reasonable efforts both to
          -------                                                               
obtain necessary government or regulatory approvals

                                      -11-
<PAGE>
 
and agency listings and to assist Buyer in obtaining, as necessary, such
approvals and listings for Products.

XIII.     INTELLECTUAL PROPERTY
          ---------------------

     A.   Buyer's Trademark.
          ----------------- 

          1.   Seller hereby acknowledges Buyer's ownership of all right, title
and interest in Buyer's trademarks and trade names which Buyer uses to sell the
Nickel Titanium Products.  Seller further acknowledges that it shall acquire no
interest therein by virtue of this Agreement or the performance by either party
of their respective duties and obligations hereunder.  Buyer hereby acknowledges
Seller's ownership of all right, title and interest in Seller's trademarks and
trade names which Buyer uses to sell the Titanium Products.  Buyer hereby
acknowledges that, except as set forth in Section 13.1(b) below, it shall
acquire no interest therein by virtue of this Agreement or the performance by
either party of their respective duties and obligations hereunder.

          2.   Buyer hereby grants Seller during the term of this Agreement a
fully paid-up, royalty-free, non-transferable, nonexclusive, limited license to
use Buyer's trademarks and trade names specified by Buyer for the purpose of
placing such trademarks and trade names on Nickel Titanium Products, and
packaging therefor, to be sold to Buyer (and only to Buyer) pursuant to this
Agreement.  Seller hereby grants to Buyer during the term of this Agreement a
fully paid, royalty-free, non-transferable, nonexclusive, limited license to use
Seller's trademarks and trade names specified by Seller for the purpose of
placing such trademarks and trade names on Titanium Products and packaging
therefor, to be sold to Buyer pursuant to this Agreement.

          3.   Buyer reserves the right to approve all uses by Seller of Buyer's
proprietary names and marks on the Nickel Titanium Products (and related
packaging materials) in advance.  Seller reserves the right to approve all uses
by Buyer of Seller's proprietary names and marks on the Titanium Products (and
related packaging materials) in advance.

     B.   Copyright License.  Seller grants Buyer a license to use any
          -----------------                                           
literature, data sheets or other documents, without using Seller's trade name,
relating to Products in connection with the marketing or sale of Products
purchased by Buyer pursuant to this Agreement.

XIV. INTERRUPTION OF, INABILITY OR UNWILLINGNESS TO SUPPLY
     -----------------------------------------------------

     A.   Non-Supply; Delayed Deliveries.
          ------------------------------ 

          1.   Non-Supply.  In addition to other remedies available pursuant to
               ----------                                                      
this Agreement or in law or equity, in the event Seller is unable or unwilling
to supply Products pursuant to the terms of this Agreement for any period longer
than thirty (30) days which materially interrupts the continuous supply of
Products to Buyer

                                      -12-
<PAGE>
 
pursuant to the terms of this Agreement, Buyer shall be entitled to exercise its
rights under the License Agreement until such time as the continuous supply is
reestablished.  The exclusivity requirements of Section 2.1 shall also be
suspended during this period.

          2.   Delayed Deliveries.  In addition to other remedies available
               ------------------                                          
pursuant to the Agreement or in law or equity, should repeated, unexcused,
delayed deliveries of more than three percent (3%) of an ordered quantity occur
more than twelve (12) times over a calendar year period with an average delay of
ten (10) business days or of one (1) single delayed delivery exceeding one (1)
month, then Buyer shall be entitled to exercise its rights under the License
Agreement with respect to the delayed Product or Products, and the exclusivity
required for purchases by Section 2.1 shall not apply to such Product or
Products.  Exercise of rights under the License Agreement does not by itself
constitute a termination of this Agreement.

XV.  QUALITY CONTROL
     ---------------

     A.   Quality Control.  Seller must meet Buyer's requirements for certified
          ---------------                                                      
suppliers, as set forth in Exhibit J, and commercially reasonable quality
                           ---------                                     
control standards as provided by Buyer to Seller from time to time.  Products
shall also be manufactured and supplied to the specifications agreed to on
                                                                          
Exhibit B.  Seller shall use reasonable commercial efforts to obtain ISO 9000
---------                                                                    
certification.

     B.   Compliance With Laws.  All Products sold to Buyer by Seller shall be
          --------------------                                                
new and tested per industry standards and shall comply with the specifications
identified in Exhibit B hereto.  Products shall also meet and be manufactured in
              ---------                                                         
accordance with the applicable statutory and regulatory requirements and any
applicable federal, state or local requirements including Good Manufacturing
Practices if required.

     C.   QC Records.  Seller shall be required to submit appropriate QC records
          ----------                                                            
per Buyer's requirements.

     D.   Test Report Requirement.  Seller must supply test data and
          -----------------------                                   
certification for each Product as required by the Purchase Order.  Test reports
certified by Seller's quality control department ("Certified Test Report"),
containing the information as defined in Exhibit F, must be provided to Buyer or
                                         ---------                              
its customers upon Buyer's request.

     E.   Changes.  Seller shall not make any material changes or process
          -------                                                        
changes with respect to any Products manufactured by Seller and sold to Buyer
without Buyer's prior written consent, which shall not be unreasonably withheld
or delayed.  It will not be unreasonable for Buyer to withhold consent if
Buyer's customers need to consent to such changes.  The Product Managers shall
establish a system for managing this consent process.

                                      -13-
<PAGE>
 
     F.   Audit.  Buyer shall have the right to perform quality inspections of
          -----                                                               
Seller's manufacturing facility and manufacturing process relating to Products
at reasonable times and upon reasonable notice.

XVI. CONFIDENTIAL INFORMATION
     ------------------------

     A.   Confidential Information.  The receiving party shall, from the date of
          ------------------------                                              
disclosure of any Confidential Information and for a period of ten (10) years
thereafter, use the information solely for its own internal use consistent with
this Agreement, not disclose the information to any person or persons outside
its organization, and disclose the information to any person or persons within
its organization only on a "need to know" basis.

     B.   If either party is compelled to make a disclosure of any Confidential
Information of the other party by law or government rule or regulation:

          1.   such disclosure shall be limited to the extent required; and

          2.   the other party shall have an opportunity to review the
information at least thirty (30) days before disclosure; and

          3.   the disclosing party shall promptly apply for applicable
protective orders.

Notwithstanding the foregoing, such review shall not make the reviewing party
responsible for the content of the disclosure.

XVII.     JOINT INVENTIONS AND INVENTIONS SOLELY BY BUYER
          -----------------------------------------------

     A.   Nickel Titanium Products Joint Inventions.  It is anticipated that the
          -----------------------------------------                             
parties will work together to develop new Nickel Titanium Products during the
term of this Agreement.  Any Invention relating to Nickel Titanium Products or
related products, process or materials made jointly by both parties will be
jointly owned by both parties ("Nickel Titanium Joint Inventions").  During the
term of this Agreement, Buyer shall have the exclusive right to sell or
distribute such Nickel Titanium Joint Inventions to Permitted Customers in the
Field of Use.  Following termination of the Agreement, Buyer may, at its option,
elect to continue its exclusivity with respect to the Nickel Titanium Joint
Inventions to Permitted Customers in the Field of Use, even as to manufacture,
distribution or sale by Seller, by paying Seller a [NOTE:  PERCENTAGE OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO
RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]
royalty on Net Sales of such Nickel Titanium Joint Inventions.

     B.   Titanium Products Joint Inventions.  It is anticipated that the
          ----------------------------------                             
parties will work together to develop new Titanium Products during the term of
this Agreement.  Any Invention relating to Titanium Products or related
products, process or materials made

                                      -14-
<PAGE>
 
jointly by both parties will be jointly owned by both parties ("Titanium Joint
Inventions" and together with the Nickel Titanium Joint Inventions, the "Joint
Inventions").  During the term of this Agreement, Buyer shall have the exclusive
right to sell or distribute such Titanium Joint Inventions to Permitted
Customers in the Field of Use.  Following termination of the Agreement, Buyer
may, at its option, elect to continue its exclusivity with respect to the
Titanium Joint Inventions to Permitted Customers in the Field of Use, for
distribution or sale by Seller, by paying Seller a [NOTE:  PERCENTAGE OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO
RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]
royalty on Net Sales of such Titanium Joint Inventions.

     C.   Patents for Joint Inventions.  In the event of such Joint Inventions,
          ----------------------------                                         
if Buyer and Seller both wish to seek or maintain patent protection for a Joint
Invention, the costs of seeking or maintaining such patent protection shall be
divided equally between them.  If only one (1) of Buyer and Seller wishes to
seek or maintain patent protection for a Joint Invention ("First Party"), it
shall be entitled to do so at its own expense, and the other party ("Second
Party") shall provide, at the First Party's expense, all reasonable assistance
to that end.  If the First Party, with respect to one or more countries,
thereafter decides not to seek patent protection for, or decides to abandon a
patent application or patent relating to, the Joint Invention, the First Party
shall notify the Second party in writing of its decision.  The Second Party
shall then be entitled, after payment of half the out-of-pocket costs already
incurred by the First Party in seeking or maintaining patent protection, to
require that all rights in the Joint Invention in said country or countries be
assigned to it so that it can seek or maintain patent protection for the Joint
Invention in said country or countries.  The notification shall be in writing
and shall be made in a timely fashion which preserves the patent rights.  The
First Party shall thereafter provide, at the Second Party's expense, all
reasonable assistance in seeking or maintaining patent protection for the Joint
Invention in said country or countries.

     D.   Products Proposed or Invented Solely by Buyer.  It is anticipated that
          ---------------------------------------------                         
Buyer will work to develop new Products during the term of this Agreement.  Any
Invention relating to Nickel Titanium Products or Titanium Products made solely
by Buyer will be owned by Buyer.  Such Inventions will become Products only if
accepted as Products by Seller.  Seller hereby grants Buyer and its affiliates
an exclusive, perpetual, worldwide, irrevocable right and license, with the
right of sublicense and assignment, to utilize the Seller's "Licensed
Technology" (as defined in the License Agreement of even date between the
parties) to make, have made, use, import, offer for sale, and sell (a) products
invented solely by Buyer that would become Products except that Seller does not
agree to include them as such and (b) products that Buyer proposes to Seller for
manufacture and Seller decides not to manufacture.

                                      -15-
<PAGE>
 
XVIII.    COOPERATION PROVISIONS
          ----------------------
 
     A.   General Cooperation.
          ------------------- 

          1.   The parties agree to explore the possibility of Buyer purchasing
components made on traditional automatic screw machines from Seller's Wright
Machine Corporation subsidiary.

          2.   The parties agree to schedule and cause meetings of Seller's
President and the division manager of Buyer's Electronics Division, as well as
other appropriate personnel on both sides reasonably acceptable to the parties,
to be held not less than twice per calendar year in metropolitan San Francisco,
California (or such other site as is mutually acceptable to the parties).  The
purpose of said meeting shall be to discuss how the parties are performing their
obligations under this agreement, how the relationships arising from said
agreements might be improved upon and strengthened and what other supply, sales,
distribution and/or similar relationships the parties might establish that would
prove to be mutually beneficial.

     B.   Agreements as to Titanium Products Post Closing.  In the event that
          -----------------------------------------------                    
this Agreement is terminated for any reason, Buyer may, by giving written notice
to Seller, continue to purchase Titanium Products from Seller, and resell said
Titanium Products to Permitted Customers in the Field of Use in accordance with
all the terms and conditions hereof, including without limitation Seller's
obligations under Section 7.4(b); provided, however, that Section 3.1 hereof
shall no longer be operative (i.e., Buyer shall no longer be an exclusive seller
and/or distributor).  Pricing to Buyer shall initially be the lesser of (a) the
best price at which such Titanium Products are sold to Seller's distributors or
(b) a price that equals the average of Buyer's gross margin over the preceding
12 months for Titanium Products.  Prices shall be reviewed at the end of the
first 12 months of this arrangement and annually thereafter.  Pricing will
thereafter be based on the lower of (a) the best price at which such Titanium
Products are sold to Seller distributors or (b) a [NOTE:  PERCENTAGE OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO RULE
24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]
discount from average end user prices.

     C.   License for Titanium Products.  Subject to the limitations set forth
          -----------------------------                                       
in the immediately succeeding sentence, Seller hereby grants to Buyer a non-
exclusive, perpetual, worldwide, irrevocable right and license (the "Titanium
License"), with the right of sublicense and assignment, to utilize the Titanium
Licensed Technology to make, have made, use, import, offer for sale, and sell
Titanium Products to Permitted Customers in the Field of Use.  Notwithstanding
the foregoing, Buyer's right to practice under the Titanium License shall become
effective only at such time as this Agreement has been terminated, Buyer has
given the notice specified in Section 18.2 and Seller has materially breached
its obligations to supply Titanium Products under said Section 18.2 in a manner
that would allow a party hereto to

                                      -16-
<PAGE>
 
terminate the Agreement under the standards of Section 10.2(b).  If the Titanium
License shall become effective as aforesaid, Buyer shall pay to Seller a royalty
of [NOTE:  PERCENTAGE OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.] of Net Sales of Licensed Products during the
life of the Titanium Patents.  For purposes of this Section 18.3, the following
terms shall have the following definitions:

          1.   "Titanium Licensed Technology" means any and all of the
Proprietary Rights (as defined in the License Agreement) now owned or licensed
or hereafter acquired by Seller relating to Titanium Products.

          2.   "Titanium Patents" means Patents (as defined in the License
Agreement) owned by Seller having one or more claims covering the Titanium
Products manufactured or sold by Buyer.

XIX. MISCELLANEOUS
     -------------

     A.   Entire Agreement.  This Agreement (together with Exhibits attached
          ----------------                                                  
hereto as such Exhibits may be amended from time to time in accordance with this
Agreement) constitutes the entire Agreement between Seller and Buyer with
respect to the sale of Products to Buyer and the resale of Products by Buyer.
All prior or contemporaneous agreements, whether written or oral, and all
proposals, understandings and communications between or involving Seller and
Buyer are hereby canceled and superseded.  This Agreement may be amended only by
a written instrument executed by both parties.

     B.   Amendments and Waivers.  No amendment of any provision of this
          ----------------------                                        
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Seller.  No waiver by either Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

     C.   Severability.  If any provision of this Agreement is held to be
          ------------                                                   
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent.

     D.   Succession and Assignment.  This Agreement shall be binding upon and
          -------------------------                                           
inure to the benefit of the parties named herein and their respective successors
and permitted assigns.  Neither party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written
approval of the other party.  For purposes of the foregoing sentence, an event
after which those persons who were the

                                      -17-
<PAGE>
 
beneficial owners of a party immediately prior to such event beneficially own
less than a majority of a party immediately after such event shall be deemed to
constitute an assignment.

     E.   Force Majeure.  Neither Seller nor Buyer shall be liable for its
          -------------                                                   
failure to perform its obligations under this Agreement 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.

     F.   Status of Parties.  This Agreement will not be construed as creating
          -----------------                                                   
any agency, partnership, joint venture, or other similar legal relationship
between the parties; nor will either party hold itself out as the agent,
partner, or co-venturer of the other party.  Both parties shall be, and shall
act as, independent contractors.

     G.   Applicable Law.  This Agreement and all transactions hereunder shall
          --------------                                                      
be governed by and construed according to the laws of the State of California,
excluding the choice of laws rules thereof.

     H.   Survival.  Sections 10.1, 16.1, 16.2, 17, 18.2, 18.3 and 19.10 shall
          --------                                                            
survive termination of this Agreement.

     I.   Notices.  All notices, requests, demands, claims, and other
          -------                                                    
communications hereunder will be in writing.  Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if three (3)
business days thereafter if registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

If to the Seller:             Copy (which shall not constitute notice) to:
 
Raychem Corporation           Raychem Corporation
Electronics Division          300 Constitution Drive
300 Constitution Drive        Menlo Park, CA  94025-1164
Menlo Park, CA 94025          Attn: Legal Department MS 120/8502
Telecopier:                   Telecopier:  (415) 361-4305
 
If to the Licensee:           Copy (which shall not constitute
                              notice) to:
 
Memry Corporation             Finn Dixon & Herling
57 Commerce Drive             One Landmark Square
Brookfield, CT 06804          Stamford, Connecticut  06901
Attn: Mr. James G. Binch      Attn:  David I. Albin, Esq.
Telecopier: (203) 740-2503    Telecopier:  (203) 348-5777
 

     Either party may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the

                                      -18-
<PAGE>
 
address set forth above using any other means (including personal delivery,
expedited courier, messenger service, telecopier, telex, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient.  Either party may change the
address to which notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.

     J.   Attorneys' Fees.  If legal action is commenced to enforce the
          ---------------                                              
performance of any part of this Agreement, the prevailing party shall be paid by
the other party reasonable attorneys' fees and expenses.

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

     L.   Headings.  The headings of the Sections of this Agreement are for
          --------                                                         
convenience and shall not be used to interpret this Agreement.

     M.   Remedies.  Remedies provided herein are not exclusive.  Delay in
          --------                                                        
enforcing any right or remedy as a result of any breach hereof shall not be
deemed a waiver of that or any subsequent breach.

     N.   Compliance With Federal Laws.  Seller shall comply with all applicable
          ----------------------------                                          
federal employment, equal opportunity, affirmative action and environmental laws
in the operation of Seller's business and shall provide Buyer with any Material
Safety Data Sheets or other information required by any federal, state or local
statute or regulation.


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives and it shall be effective as of the
date first above written.



MEMRY CORPORATION                   RAYCHEM CORPORATION

By: /s/William H. Morton, Jr.       /s/ Andrew F. Roake
    -------------------------       -------------------

Print Name: William H. Morton, Jr.  Print Name:  Andrew F. Roake
            ----------------------             -----------------

Title:  Senior Vice President       Title:          Vice President
        ---------------------                    -----------------

                                      -19-
<PAGE>
 
                                  EXHIBIT A-1

                            NICKEL TITANIUM PRODUCTS

                               PRODUCTS & PRICING
<TABLE>
<CAPTION>
 
 
CATEGORY            PART/DESCRIPTION           PRICE TO
                                               RAYCHEM
<S>         <C>                                <C>
 
Other       Alloys A, J & C Barstock                  *
            Per Agreement with A.F. Aerospace
            dated July 26, 1993
 
Other       Alloy J for Nuclear Electric per          *
            License Agreement between Raychem
            Limited and Nuclear Electric PLC
            dated August 19, 1991
 
Other       Alloy C & J Barstock                      *
 
</TABLE>

*    NOTE:  PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
     AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
     SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                      -20-
<PAGE>
 
                                  EXHIBIT A-2

                               TITANIUM PRODUCTS

                                      -21-
<PAGE>

                            PRIVATE LABEL AGREEMENT

                                  EXHIBIT A-2
                             PRODUCTS AND PRICING



<TABLE>
<CAPTION>

                                                                               Price to
CATEGORY            PARTDESC                             PCNMOD      UOM       Raychem*
<S>                <C>                                   <C>          <C>     <C>
ACTUATORS          ACT02-01-00                           169625-      PC      
ACTUATORS          ACT02-02-00                           823121-      PC      
ACTUATORS          ACT03-01-00                           656883-      PC      
ACTUATORS          ACT03-49-00                           201521-      PC      
ACTUATORS          ACT03-54-00                           035131-      PC      
ACTUATORS          ACT03-55-00                           938129-      PC      
ACTUATORS          ACT03-72-00                           947093-      PC      
ACTUATORS          ACT03-86                              654737-      PC      
ACTUATORS          ALLOY-K-0.035X1.05-STRIP              629333-      LB      
ACTUATORS          ALLOY-K-0.042X1.05-STRIP              599269-      LB      
ACTUATORS          ALLOY-K-0.700-BAR-CG                  997061-      LB      
ACTUATORS          GIAT-F0531-10217237                   433455-      PC      
ACTUATORS          PROTO-ALLOY-K-17.5X307-STR            342343-      FT      
ACTUATORS          PROTO-ACT01-K-23.6                    707909-      FT      
ACTUATORS          PROTO-ACT01-K-7.9                     849635-      FT      
ACTUATORS          PROTO-STRIP-K-0.034X1.20              733103-      LB      
ACTUATORS          PROTO-STRIP-K-0.041X1.20              830717-      LB      
</TABLE>



*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
<PAGE>

<TABLE> 
<CAPTION> 

                                                                  Price to
CATEGORY        PARTDESC                        PCNMOD    UOM     Raychem*
<S>             <C>                             <C>       <C>     <C> 
ANTENNA         ALLOY-BC-0.9MM                  152703-   FT                 
ANTENNA         ALLOY-BC-1.1MM                  644289-   FT                 
ANTENNA         ANT-BB-0.9-X-62.12-FORMED       554513-   PC                 
ANTENNA         ANT-BB-0.9MM                    266249-   FT                 
ANTENNA         ANT-BB-1.1MM                    509759-   FT                 
ANTENNA         GALTRONICS-03-12-03-KG          433277-   LB                 
ANTENNA         GUIDE-BB-28                     156383-   FT                 
ANTENNA         GUIDE-BB-35.4                   587541-   FT                  OLD PART DESCRIPTION
ANTENNA         GUIDE-BB-35.4-SB                587541-   FT
ANTENNA         PROTO-CW40-BA-27.2              373729-   FT
ANTENNA         PROTO-SE-BA-28.0-SB             871379-   FT
ANTENNA         PROTO-SE-BA-35.0-SB             654707-   FT
ANTENNA         PROTO-SE-BA-35.0-SB-GAL         941667-   FT
ANTENNA         SE-BA-35.0X2.446-FORMED         554513-   PC
ANTENNA         SE-BA-35.0X64.0-PU-COATED       584681-   FT
ANTENNA         SE-BA-35.0X88.5-PU-COATED       060197-   FT
</TABLE> 

*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                  Page 2 of 7
<PAGE>
 
<TABLE> 
<CAPTION> 

                                                                  Price to
CATEGORY        PARTDESC                        PCNMOD    UOM     Raychem*
<S>             <C>                             <C>       <C>     <C> 
FASTENERS       DTC-5236443-1                   181119-   PC
FASTENERS       DTC-5236443-2                   718361-   PC



OTHER           ALLOY-BB-1.250-BAR              232835-   LB
OTHER           ALLOY-BH-0.250-BAR              052895-   FT
OTHER           ALLOY-K-2.250-BAR               565845-   LB
OTHER           PROT-CW20-BB-7X200-STRIP        974921-   FT
OTHER           PROTO-ALLOY-BB-7X35-STRP        655001-   FT
OTHER           ST.JUDE-320380-001              635821-   PC
OTHER           ST.JUDE-320437                  229809-   PC
OTHER           WORDS-CLUB                      431746-   PC
</TABLE> 


*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                  Page 3 of 7
<PAGE>

<TABLE> 
<CAPTION> 
                                                                       PRICE TO
CATEGORY     PARTDESC                           PCNMOD          UOM    RAYCHEM*
<S>          <C>                                <C>             <C>    <C> 
TUBES        PROT-TB-BB-17.5X24X37.88           483629-         PC
TUBES        PROT-TB-BB27.2X35.3X34.38          722267-         PC
TUBES        PROT-TUB-BB-10.7X16XSAMP           628367-         FT 
TUBES        PROT-TUB-BB-115X150X15.31          953923-         PC
TUBES        PROT-TUB-BB-148X200X15.31          605311-         PC
TUBES        PROT-TUB-BB-17.5X24XSAMP           830085-         FT
TUBES        PROT-TUB-BB-18.5X24XSAMP           543053-         FT 
TUBES        PROT-TUB-BB-38.4X48XSAMP           458439-         FT
TUBES        PROT-TUB-BB-62.5X78XSAMP           707067-         FT
TUBES        PROT-TUB-BB-81.6X102XSAM           147873-         FT
TUBES        PROT-TUB-BB-9.3X14X72.83           946053-         PC
TUBES        PROT-TUB-BB-9.3X14X98.425          977183-         PC
TUBES        PROT-TUB-BB-13X19.5X25             029165-         PC
TUBES        PROT-TUB-BB-13X19.5X.35            536271-         PC
TUBES        PROT-TUB-ST.JUDE862-0012           148031-         PC
TUBES        PROT-TUBE-BB-10X15X72.83           426395-         PC
TUBES        PROT-TUBE-BB-10X15XSAMPLE          775899-         FT
TUBES        PROT-TUBE-BB-10X17X70.85           673061-         PC
TUBES        PROT-TUBE-BB-11.3X17XSAMP          420189-         FT
TUBES        PROT-TUBE-BB-12X18XSAMPL           380121-         FT
TUBES        PROT-TUBE-BB-28X35XSAMPL           365363-         FT
TUBES        PROT-TUBE-BB-32X40X23.62           585259-         PC
TUBES        PROT-TUBE-BB-32X40X25.78           510401-         PC
TUBES        PROT-TUBE-BB-32X40X37.59           179049-         PC
TUBES        PROT-TUBE-BB-32X40X49.40           092993-         PC
TUBES        PROT-TUBE-BB-48X60XSAMPL           689669-         FT
TUBES        PROT-TUBE-BB-53X66.3X39.6          957687-         PC
TUBES        PROT-TUBE-BB-53X66.3XSAMP          357643-         FT
TUBES        PROT-TUBE-BB-70X91XSAMPL           743883-         FT
TUBES        PROT-TUBE-BB-7X11.9XSAMP           164963-         FT
TUBES        PROT-TUBE-BB-9.3X14X3.36           851235-         PC
TUBES        PROT-TUBE-BB-9.3X14XSAMPL          060229-         FT
TUBES        PROT-TUBE-BB90.4X113XSAM           446255-         FT
TUBES        PROT-TUBEBB19.2X24X61.28           933343-         PC
TUBES        PROTO-TUBE-BB-10X15X60             707359-         PC
TUBES        PROTO-TUBE-BB-10X17X60             136443-         PC
TUBES        PROTO-TUBE-BB-10X17X70.85          673061-         PC
TUBES        PROTO-TUBE-BB-12X18X144            134061-         PC
TUBES        PROTO-TUBE-BB-12X18X2              963365-         PC
TUBES        PROTO-TUBE-BB-16.2X21X60           003573-         PC
TUBES        PROTO-TUBE-BB-16.9X22X36           452947-         PC
TUBES        PROTO-TUBE-BB-16X24X12             394955-         PC
TUBES        PROTO-TUBE-BB-16X24X4              401037-         PC
TUBES        PROTO-TUBE-BB-16X24X72             676077-         PC
TUBES        PROTO-TUBE-BB-16X24XSAMPL          394955-         PC
TUBES        PROTO-TUBE-BB-21X26.3X46           599107-         PC
TUBES        PROTO-TUBE-BB-21X26.3X72           427851-         PC
TUBES        PROTO-TUBE-BB-32X40X132            468941-         PC
TUBES        PROTO-TUBE-BB-32X40X32             744021-         PC
TUBES        PROTO-TUBE-BB-40X60X12             906527-         PC
TUBES        PROTO-TUBE-BB-70X91X24             919747-         PC
TUBES        PROTO-TUBE-BB-9X13X60              598619-         PC
TUBES        PROTO-TUBE-BB-X-26.3-X-24          715391-         PC
TUBES        TUBE-BB-40X60X40                   919931-         PC
TUBES        TUBE-BB-9.6X14.1X1.57              331163-         PC
</TABLE> 
*       NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
        AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
        SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                  Page 4 of 7

<PAGE>

<TABLE>
<CAPTION>
                                                                      Price to
CATEGORY        PARTDESC                            PCNMOD     UOM    Raychem*
<S>             <C>                                 <C>        <C>    <C> 
WIRE            ALLOY-B-0.022-WIRE                  292693-    FT
WIRE            ALLOY-B-0.041-WIRE                  438469-    FT
WIRE            ALLOY-B-0.050-WIRE                  319243-    FT
WIRE            ALLOY-B-0.077-WIRE                  716039-    FT
WIRE            ALLOY-BB-0.019X0.125-STRP           345175-    FT
WIRE            ALLOY-BB-0.0285-WIRE                947259-    FT
WIRE            ALLOY-BB-0.041-WIRE                 904809-    FT
WIRE            ALLOY-BB-0.050-WIRE                 735557-    FT
WIRE            ALLOY-BB-0.300-ROD                  642025-    FT
WIRE            ALLOY-K-0.0525-WIRE                 532581-    FT
WIRE            ALLOY-K-0.150-WIRE                  349813-    FT
WIRE            ALLOY-K-0.250-WIRE                  776544-    LB
WIRE            ALLOY-KA-0.0236-WIRE                401703-    FT
WIRE            ALLOY-X-0.078-WIRE                  791205-    FT
WIRE            ANNEALED-K-150                      349613-    FT
WIRE            ANNEALED-K-50.0                     844650-    FT
WIRE            ARCH-BB-10                          234475-    FT
WIRE            ARCH-BB-12                          914791-    FT
WIRE            ARCH-BB-14                          818547-    FT
WIRE            ARCH-BB-14-A                        540671-    FT
WIRE            ARCH-BB-16                          010355-    FT
WIRE            ARCH-BB-16-A                        201123-    FT
WIRE            ARCH-BB-16X16                       463499-    FT
WIRE            ARCH-BB-16X16-A                     292613-    FT
WIRE            ARCH-BB-16X22                       247393-    FT
WIRE            ARCH-BB16X22-A                      121479-    FT
WIRE            ARCH-BB-17X25                       027399-    FT
WIRE            ARCH-BB-17X25-A                     960975-    FT
WIRE            ARCH-BB-18                          069883-    FT
WIRE            ARCH-BB-18-A                        128977-    FT
WIRE            ARCH-BB-18X18                       121063-    FT
WIRE            ARCH-BB-18X25                       649715-    FT
WIRE            ARCH-BB-19X25                       969787-    FT
WIRE            ARCH-BB-19X25-A                     178667-    FT
WIRE            ARCH-BB-20                          862511-    FT
WIRE            ARCH-BB-21X25                       521999-    FT
WIRE            ARCH-BB-21X25-A                     939909-    FT
WIRE            ARCH-BB-9                           386847-    FT
WIRE            GUIDE-BB-10                         537487-    FT
WIRE            GUIDE-BB-12                         876357-    FT
WIRE            GUIDE-BB-14                         910413-    FT
WIRE            GUIDE-BB-16                         452725-    FT
WIRE            GUIDE-BB-18                         814169-    FT
WIRE            GUIDE-BB-20                         566597-    FT
WIRE            GUIDE-BB-20.0-POLISH                595887-    FT
WIRE            GUIDE-BB-21                         753463-    FT
WIRE            GUIDE-BB-24                         849525-    FT
WIRE            GUIDE-BB-26.7                       863549-    FT
WIRE            GUIDE-BB-26.7-3.75                  096851-    PC
WIRE            GUIDE-BB-28                         156383-    FT
WIRE            GUIDE-BB-30.0                       739161-    FT
WIRE            GUIDE-BB-33.5                       060211-    FT
WIRE            GUIDE-BB-35                         768069-    FT
WIRE            GUIDE-BB-35.4-SB                    587541-    FT
WIRE            GUIDE-BB-40                         998373-    FT
WIRE            GUIDE-BB-41.0                       838193-    FT
WIRE            GUIDE-BB-46.5                       940353-    FT
WIRE            GUIDE-BB-5                          180831-    FT
WIRE            GUIDE-BB-5.5                        643115-    FT
WIRE            GUIDE-BB-52                         004589-    FT
WIRE            GUIDE-BB-53                         998585-    FT
WIRE            GUIDE-BB-59.0                       055859-    FT
WIRE            GUIDE-BB-6                          572425-    FT
WIRE            GUIDE-BB-7                          601635-    FT
WIRE            GUIDE-BB-72                         105095-    FT
</TABLE>

*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                  Page 5 of 7

<PAGE>
 
<TABLE> 
<CAPTION> 

                                                                  Price to
CATEGORY        PARTDESC                        PCNMOD    UOM     Raychem*
<S>             <C>                             <C>       <C>     <C> 
WIRE            GUIDE-BB-78.6                   223521-   FT
WIRE            GUIDE-BB-8                      019479-   FT
WIRE            GUIDE-BB-8-26                   771635-   PC
WIRE            GUIDE-BB-9.8-X-16               186637-   PC
WIRE            GUIDE-BC-10                     239517-   FT
WIRE            GUIDE-BC-13.2                   380771-   FT
WIRE            GUIDE-BC-13.5-HT-BLK            204827-   FT
WIRE            GUIDE-BC-13.8-BLK               770639-   FT
WIRE            GUIDE-BC-14.0-HT-BLK            560943-   FT
WIRE            GUIDE-BC-15.2                   984371-   FT
WIRE            GUIDE-BC-16.2                   432877-   FT
WIRE            GUIDE-BC-17.2                   129963-   FT
WIRE            GUIDE-BC-18.0-85-HT-BLK         855885-   PC
WIRE            GUIDE-BC-18.0-HT-BLK-60         096599-   PC
WIRE            GUIDE-BC-20.0-BLK               346263-   FT
WIRE            GUIDE-BC-20.0-HT-BLK            556695-   FT
WIRE            GUIDE-BC-21                     234045-   FT
WIRE            GUIDE-BC-22.0-BLK               580563-   FT
WIRE            GUIDE-BC-22.5                   547935-   FT
WIRE            GUIDE-BC-24-BLK                 219411-   FT
WIRE            GUIDE-BC-24.0                   893339-   FT
WIRE            GUIDE-BC-24.0-85-HT-BLK         055467-   PC
WIRE            GUIDE-BC-24.0-HT-BLK            927117-   FT
WIRE            GUIDE-BC-26.0                   555761-   FT
WIRE            GUIDE-BC-27.0-HT-BLK            518813-   FT
WIRE            GUIDE-BC-28.0-HT-BLK-60         678857-   PC
WIRE            GUIDE-BC-34.0-HT-BLK            674985-   FT
WIRE            GUIDE-BC-35.0-BLK               863771-   FT
WIRE            GUIDE-BC-38.0-BLK               241703-   FT
WIRE            GUIDE-BC-47.0                   071623-   FT
WIRE            HOOK-T-3.83                     397438-   PC
WIRE            HOOK-T-4.83                     149990-   PC
WIRE            HOOK-T-5.83                     907722-   PC
WIRE            HOOK-T-8.83                     801255-   PC
WIRE            PROTO-ARCH-BB-12-HS             927511-   FT                OLD PART DESCRIPTION
WIRE            PROTO-ARCH-BB-14-HS             859715-   FT                OLD PART DESCRIPTION
WIRE            PROTO-ARCH-BB-16-HS             651549-   FT                OLD PART DESCRIPTION
WIRE            PROTO-ARCH-BB-18-HS             914087-   FT                OLD PART DESCRIPTION
WIRE            PROTO-BTR-BB-12.0               855785-   FT
WIRE            PROTO-BTR-BB-14.0               416663-   FT
WIRE            PROTO-BTR-BB-16.0               209781-   FT
WIRE            PROTO-BTR-BB-16.0-X-22.0        404141-   FT
WIRE            PROTO-BTR-BB-16.0X16.0          320765-   FT
WIRE            PROTO-BTR-BB-17.0-X-25.0        525897-   FT
WIRE            PROTO-BTR-BB-17.7               372895-   FT
WIRE            PROTO-BTR-BB-17.7-X-17.7        511753-   FT
WIRE            PROTO-BTR-BB-17.7-X-25.0        171579-   FT
WIRE            PROTO-BTR-BB-19.0-X-25.0        761403-   FT
WIRE            PROTO-BTR-BB-20.0               215959-   FT
WIRE            PROTO-BTR-BB-20.0X20.0          109559-   FT
WIRE            PROTO-BTR-BB-21.0-X-25.0        312787-   FT
WIRE            PROTO-CW25-BB-16.0X16.0         013906-   FT
WIRE            PROTO-CW25-BB-16.0X22.0         043527-   FT
WIRE            PROTO-CW45-BB-12.1              927511-   FT
WIRE            PROTO-CW45-BB-14.1              859715-   FT
WIRE            PROTO-CW45-BB-16.1              651549-   FT
WIRE            PROTO-CW45-BB-18.1              914087-   FT
WIRE            PROTO-SE-BA-23.4-HS-BLK         074999-   FT
WIRE            PROTO-SE-BA-30.0                126365-   FT
WIRE            PROTO-SE-BA-31.3-HS-BLK         758807-   FT
WIRE            PROTO-SE-BA-40.1-HS             754589-   FT
WIRE            PROTO-SE-BA-47.1-HS             550151-   FT
</TABLE> 



*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                  Page 6 of 7
<PAGE>
 
Category        Part/Description                        Price to Raychem*

Other           Alloys A, J & C Barstock                
                Per Agreement with A.F. Aerospace 
                dated July 26, 1993

Other           Alloy J for Nuclear Electric per 
                License Agreement between Raychem
                Limited and Nuclear Electric PLC
                dated August 19, 1991


*NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
<PAGE>
 
                                   EXHIBIT B

                                 SPECIFICATIONS

                                      -29-
<PAGE>

                            PRIVATE LABEL AGREEMENT

                                   EXHIBIT B

                                SPECIFICATIONS



 
CATEGORY   PARTDESC                    PCNMOD          SPEC          CSR     UOM
ACTUATORS  ACT02-01-00                 169625-         ACT02-01              PC
ACTUATORS  ACT02-02-00                 823121-         ACT02-02              PC
ACTUATORS  ACT03-01-00                 656883-         ACT03-01              PC
ACTUATORS  ACT03-49-00                 201521-         ACT03-49              PC
ACTUATORS  ACT03-54-00                 035131-         ACT03-54              PC
ACTUATORS  ACT03-55-00                 938129-         ACT03-55              PC
ACTUATORS  ACT03-72-00                 947093-         ACT03-72              PC
ACTUATORS  ACT03-86                    654737-         ACT03-86              PC 
ACTUATORS  ALLOY-K-0.035X1.05-STRIP    629333-                               LB
ACTUATORS  ALLOY-K-0.042X1.05-STRIP    599269-                               LB
ACTUATORS  ALLOY-K-0.700-BAR-CG        997081-                               LB
ACTUATORS  GIAT-F0531-10217237         433455-    GIATF0531 10217237         PC
ACTUATORS  PROT-ALLOY-K-17.5X307-STR   342343-                               FT
ACTUATORS  PROTO-ACT01-K-23.6          707909-         MPS-128               FT
ACTUATORS  PROTO-ACT01-K-7.9           849835-         MPS-128               FT
ACTUATORS  PROTO-STRIP-K-0.034X1.20    733103-    CRAY 35193700              LB
ACTUATORS  PROTO-STRIP-K-0.041X1.20    830717-    CRAY 35268300              LB
<PAGE>


<TABLE> 
<CAPTION> 
                                                                  
CATEGORY        PARTDESC                        PCNMOD   SPEC                   CSR     UOM
<S>             <C>                             <C>      <C>                    <C>     <C> 
ANTENNA         ALLOY-BC-0.9MM                  152703-                         6529    FT
ANTENNA         ALLOY-BC-1.1MM                  644289-                         6529    FT
ANTENNA         ANT-BB-0.9-X-62.12-FORMED       554513-  CLM-00-02-02-XX        6534    PC
ANTENNA         ANT-BB-0.9MM                    266249-      MPS-141            6529    FT
ANTENNA         ANT-BB-1.1MM                    509759-      MPS-141            6529    FT
ANTENNA         GALTRONICS-03-12-03-KG          433277-      MPS-141                    LB
ANTENNA         GUIDE-BB-28                     156383-      MPS-118                    FT
ANTENNA         GUIDE-BB-35.4-SB                587541-      MPS-118                    FT
ANTENNA         PROTO-CW40-BA-27.2              373729-  CENTURION SPEC                 FT
ANTENNA         PROTO-SE-BA-28.0-SB             871379-      MPS-139                    FT
ANTENNA         PROTO-SE-BA-35.0-SB             654707-      MPS-139            6537    FT
ANTENNA         PROTO-SE-BA-35.0-SB-GAL         941667-      MPS-139                    FT
ANTENNA         SE-BA-35.0X2.446-FORMED         554513-                         6534    PC
ANTENNA         SE-BA-35.0X64.0-PU-COATED       584681-                         6537    FT
ANTENNA         SE-BA-35.0X86.5-PU-COATED       060197-                         6537    FT
</TABLE> 


                                  PAGE 2 OF 7
<PAGE>
 

<TABLE> 
<CAPTION> 
                                                                  
CATEGORY        PARTDESC                        PCNMOD    SPEC                   CSR      UOM
<S>             <C>                             <C>       <C>                   <C>      <C> 
FASTENERS       DTC-5236443-1                   181119-  DTC-5236443                      PC
FASTENERS       DTC-5236443-2                   718361-  DTC-5236443                      PC


OTHER           ALLOY-BB-1.350-BAR              232835-                                   LB
OTHER           ALLOY-BH-0.250-BAR              052895-                                   FT
OTHER           ALLOY-K-2.250-BAR               565845-                                   LB
OTHER           PROT-CW20-BB-7X200-STRIP        974921-  DW 94634 SYMBIOSIS       6538    FT
OTHER           PROTO-ALLOY-BB-7X35-STRP        655001-  055001 CARDIAC PATHWAYS  6539    FT
OTHER           ST-JUDE-320380-001              635821-  MED07-03-00-00           6511    PC
OTHER           ST-JUDE-320437                  229809-  MED07-02-00-00           6521    PC
OTHER           WORDS-CLUB                      431746-  925451                           PC
</TABLE> 


                                  Page 3 of 7

<PAGE>
 
<TABLE> 
<CAPTION> 

CATEGORY        PARTDESC                        PCNMOD           SPEC              CSR             UOM
<S>             <C>                             <C>             <C>                <C>             <C>
TUBES           PROT-TB-BB-17.5X24X37.88        483629          MPS-127            6510            PC
TUBES           PROT-TB-BB27.2X35.3X34.38       722267          MPS-127            6516            PC
TUBES           PROT-TUB-BB-10.7X16XSAMP        628367-         MPS-127                            FT
TUBES           PROT-TUB-BB-115X150X15.31       953923-         MPS-136                            PC
TUBES           PROT-TUB-BB-148X200X15.31       605311-         MPS-136                            PC
TUBES           PROT-TUB-BB-17.5X24XSAMP        830085-         MPS-127                            FT
TUBES           PROT-TUB-BB-18.5X24XSAMP        543053-         MPS-127                            FT
TUBES           PROT-TUB-BB-38.4X48XSAMP        458439-         MPS-127                            FT
TUBES           PROT-TUB-BB-62.5X78XSAMP        707087-         MPS-127                            FT
TUBES           PROT-TUB-BB-81.6X102XSAM        147873-         MPS-127                            FT
TUBES           PROT-TUB-BB-9.3X14X72.83        946053-         MPS-127            6518            PC
TUBES           PROT-TUB-BB-9.3X14X98.425       977183-         MPS-127                            PC
TUBES           PROT-TUB-BB-13X19.5X.25         029165-         MPS-127                            PC
TUBES           PROT-TUB-BB-13X19.5X.35         536271-         MPS-127                            PC
TUBES           PROT-TUBE-TUB-ST.JUDE862-0012   148031-   118-0412 ST JUDE SPEC    6533            PC
TUBES           PROT-TUBE-BB-10X15X72.83        426395-         MPS-127            6517            PC
TUBES           PROT-TUBE-BB-10X15XSAMPL        775899-         MPS-127                            FT
TUBES           PROT-TUBE-BB-10X17X70.85        673061-         MPS-127                            PC
TUBES           PROT-TUBE-BB-11.3X17XSAMP       420189-         MPS-127                            FT
TUBES           PROT-TUBE-BB-12X18XSAMPL        380121-         MPS-127                            FT
TUBES           PROT-TUBE-BB-28X35XSAMPL        365363-         MPS-127                            FT
TUBES           PROT-TUBE-BB-32X40X23.62        585259-         MPS-127                            PC
TUBES           PROT-TUBE-BB-32X40X25.78        510401-         MPS-127                            PC
TUBES           PROT-TUBE-BB-32X40X37.59        179049-         MPS-127                            PC
TUBES           PROT-TUBE-BB-32X40X49.40        092993-         MPS-127                            PC
TUBES           PROT-TUBE-BB-48X60XSAMPL        689869-         MPS-127                            FT
TUBES           PROT-TUBE-BB-53X66.3X39.6       957687-         MPS-127                            PC
TUBES           PROT-TUBE-BB-53X66.3XSAMP       357643-         MPS-127                            FT
TUBES           PROT-TUBE-BB-70X91XSAMPL        743883-         MPS-127                            FT
TUBES           PROT-TUBE-BB-7X11.9XSAMP        164963-         MPS-127                            FT
TUBES           PROT-TUBE-BB-9.3X14X3.38        851235-         MPS-127            6535            PC
TUBES           PROT-TUBE-BB-9.3X14XSAMPL       060229-         MPS-127                            FT
TUBES           PROT-TUBE-BB90.4X113XSAM        446255-         MPS-136                            FT
TUBES           PROT-TUBEBB19.2X24X61.28        933343-     57-0001-2901           6519            PC
TUBES           PROTO-TUBE-BB-10X15X60          707359-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-10X17X60          136443-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-10X17X70.85       673061-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-12X18X144         134081-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-12X18X2           983365-   CARDIAC PATHWAYS         6542            PC
TUBES           PROTO-TUBE-BB-16.2X21X80        003573-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-16.9X22X36        452947-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-16X24X12          394955-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-16X24X4           401037-         MPS-127            6515            PC
TUBES           PROTO-TUBE-BB-16X24X72          676077-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-16X24XSAMP        394955-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-21X26.3X46        599107-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-21X26.3X72        427851-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-32X40X132         468941-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-32X40X32          744021-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-40X60X12          906527-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-70X91X24          919747-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-9X13X60           598619-         MPS-127                            PC
TUBES           PROTO-TUBE-BB-X-26.3-X-24       715391-         MPS-127                            PC
TUBES           TUBE-BB-40X60X40                919931-     RM0263002 BARD         6512            PC
TUBES           TUBE-BB-9.6X14.1X1.57           331163-      RM2006197 ACS         6514            PC
</TABLE> 


                                  Page 4 of 7
<PAGE>

<TABLE> 
<CAPTION> 

CATEGORY        PARTDESC                        PCNMOD           SPEC           CSR             UOM
<S>             <C>                             <C>              <C>            <C>             <C>
WIRE            ALLOY-B-0.022-WIRE              292693-                                         FT
WIRE            ALLOY-B-0.041-WIRE              438469-         MPS-134         6508            FT
WIRE            ALLOY-B-0.050-WIRE              319243-                                         FT
WIRE            ALLOY-B-0.077-WIRE              716039-                                         FT
WIRE            ALLOY-BB-0.019X0.125-STRP       345175-                                         FT
WIRE            ALLOY-BB-0.0285-WIRE            947259-         MPS-109         6502            FT
WIRE            ALLOY-BB-0.041-WIRE             904809-         MPS-109         6502            FT
WIRE            ALLOY-BB-0.050-WIRE             735557-                                         FT
WIRE            ALLOY-BB-0.300-ROD              642025-                                         FT
WIRE            ALLOY-K-0.0525-WIRE             532581-                                         FT
WIRE            ALLOY-K-0.150-WIRE              349813-         MPS-130                         FT
WIRE            ALLOY-K-0.250-WIRE              776544-                                         LB
WIRE            ALLOY-KA-0.0236-WIRE            401703-                                         FT
WIRE            ALLOY-X-0.078-WIRE              791205-                                         FT
WIRE            ANNEALED-K-150                  349813-         MPS-130                         FT
WIRE            ANNEALED-K-50.0                 844650-         MPS-130                         FT
WIRE            ARCH-BB-10                      234475-         MPS-106                         FT
WIRE            ARCH-BB-12                      914791-         MPS-106                         FT
WIRE            ARCH-BB-14                      818547-         MPS-106         6502            FT
WIRE            ARCH-BB-14-A                    540671-         MPS-106                         FT
WIRE            ARCH-BB-16                      010355-         MPS-106         6502            FT
WIRE            ARCH-BB-16-A                    201123-         MPS-106                         FT
WIRE            ARCH-BB-16X16                   463499-         MPS-106         6502            FT
WIRE            ARCH-BB-16X16-A                 292613-         MPS-106                         FT
WIRE            ARCH-BB-16X22                   247393-         MPS-106         6502            FT
WIRE            ARCH-BB-16X22-A                 121479-         MPS-106                         FT
WIRE            ARCH-BB-17X25                   027399-         MPS-106         6502            FT
WIRE            ARCH-BB-17X25-A                 960975-         MPS-106                         FT
WIRE            ARCH-BB-18                      069883-         MPS-106         6502            FT
WIRE            ARCH-BB-18-A                    128977-         MPS-106                         FT
WIRE            ARCH-BB-18X18                   121083-         MPS-106         6502            FT
WIRE            ARCH-BB-18X25                   649715-         MPS-106         6502            FT
WIRE            ARCH-BB-19X25                   969787-         MPS-106         6502            FT
WIRE            ARCH-BB-19X25-A                 178667-         MPS-106                         FT
WIRE            ARCH-BB-20                      862511-         MPS-106         6502            FT
WIRE            ARCH-BB-21X25                   521999-         MPS-106         6502            FT
WIRE            ARCH-BB-21X25-A                 939909-         MPS-106                         FT
WIRE            ARCH-BB-9                       386847-         MPS-106                         FT
WIRE            GUIDE-BB-10                     537487-         MPS-118                         FT
WIRE            GUIDE-BB-12                     876357-         MPS-118                         FT
WIRE            GUIDE-BB-14                     910413-         MPS-118                         FT
WIRE            GUIDE-BB-16                     452725-         MPS-118                         FT
WIRE            GUIDE-BB-18                     814169-         MPS-118                         FT
WIRE            GUIDE-BB-20                     566597-         MPS-118                         FT
WIRE            GUIDE-BB-20.0-POLISH            595887-         MPS-118                         FT
WIRE            GUIDE-BB-21                     753463-         MPS-118                         FT
WIRE            GUIDE-BB-24                     849525-         MPS-118                         FT
WIRE            GUIDE-BB-26.7                   863549-         MPS-118                         FT
WIRE            GUIDE-BB-26.7-3.75              096851-         MPS-118                         PC
WIRE            GUIDE-BB-28                     156383-         MPS-118                         FT
WIRE            GUIDE-BB-30.0                   739161-         MPS-118                         FT
WIRE            GUIDE-BB-33.5                   060211-         MPS-118                         FT
WIRE            GUIDE-BB-35                     768069-         MPS-118                         FT
WIRE            GUIDE-BB-35.4-SB                587541-         MPS-118                         FT
WIRE            GUIDE-BB-40                     996373-         MPS-118                         FT
WIRE            GUIDE-BB-41.0                   838193-         MPS-118         6523            FT
WIRE            GUIDE-BB-46.5                   940353-         MPS-118                         FT
WIRE            GUIDE-BB-5                      180831-         MPS-118                         FT
WIRE            GUIDE-BB-5.5                    643115-         MPS-118                         FT
WIRE            GUIDE-BB-52                     004569-         MPS-118                         FT
WIRE            GUIDE-BB-53                     998585-         MPS-118                         FT
WIRE            GUIDE-BB-59.0                   055859-         MPS-118                         FT
WIRE            GUIDE-BB-6                      572425-         MPS-118                         FT
WIRE            GUIDE-BB-7                      601635-         MPS-118                         FT         
</TABLE> 

                                                            Page 5 of 7
<PAGE>
 
<TABLE> 
<CAPTION> 

CATEGORY        PARTDESC                        PCNMOD           SPEC           CSR             UOM
<S>             <C>                             <C>              <C>            <C>             <C>
WIRE            GUIDE-BB-72                     105095-         MPS-118                         FT
WIRE            GUIDE-BB-78.6                   223521-         MPS-118                         FT
WIRE            GUIDE-BB-8                      019479-         MPS-118                         FT
WIRE            GUIDE-BB-8-26                   771635-         MPS-118                         PC
WIRE            GUIDE-BB-9.8-X-16               186637-         MPS-118                         PC
WIRE            GUIDE-BC-10                     239517-         MPS-124                         FT
WIRE            GUIDE-BC-13.2                   380771-         MPS-124         6505            FT
WIRE            GUIDE-BC-13.5-HT-BLK            204827-         MPS-124                         FT
WIRE            GUIDE-BC-13.8-BLK               770639-         MPS-124         6505            FT
WIRE            GUIDE-BC-14.0-HT-BLK            560943-         MPS-124                         FT
WIRE            GUIDE-BC-15.2                   984371-         MPS-124         6505            FT
WIRE            GUIDE-BC-16.2                   432877-         MPS-124         6505            FT
WIRE            GUIDE-BC-17.2                   129963-         MPS-124         6505            FT
WIRE            GUIDE-BC-18.0-85-HT-BLK         855885-         MPS-124                         PC
WIRE            GUIDE-BC-18.0-HT-BLK-60         098599-         MPS-124                         PC
WIRE            GUIDE-BC-20.0-BLK               346263-         MPS-124         6505            FT
WIRE            GUIDE-BC-20.0-HT-BLK            556695-         MPS-124                         FT
WIRE            GUIDE-BC-21                     234045-         MPS-124                         FT
WIRE            GUIDE-BC-22.0-BLK               580563-         MPS-124         6505            FT
WIRE            GUIDE-BC-22.5                   547935-         MPS-124                         FT
WIRE            GUIDE-BC-24-BLK                 219411-         MPS-124                         FT
WIRE            GUIDE-BC-24.0                   893339-         MPS-124         6505            FT
WIRE            GUIDE-BC-24.0-85-HT-BLK         055467-         MPS-124                         PC
WIRE            GUIDE-BC-24.0-HT-BLK            927117-         MPS-124                         FT
WIRE            GUIDE-BC-26.0                   555761-         MPS-124         6505            FT
WIRE            GUIDE-BC-27.0-HT-BLK            518813-         MPS-124                         FT
WIRE            GUIDE-BC-28.0-HT-BLK-60         678857-         MPS-124                         PC
WIRE            GUIDE-BC-34.0-HT-BLK            674985-         MPS-124                         FT
WIRE            GUIDE-BC-35.0-BLK               863771-         MPS-124                         FT
WIRE            GUIDE-BC-38.0-BLK               241703-         MPS-124                         FT
WIRE            GUIDE-BC-47.0                   071623-         MPS-124                         FT
WIRE            HOOK-T-3.83                     397438-         MPS-104         6501            PC
WIRE            HOOK-T-4.83                     149990-         MPS-104         6501            PC
WIRE            HOOK-T-5.83                     907722-         MPS-104         6501            PC
WIRE            HOOK-T-8.83                     801255-         MPS-104         6501            PC
WIRE            PROTO-BTR-BB-12.0               855785-         MPS-140                         FT
WIRE            PROTO-BTR-BB-14.0               416663-         MPS-140                         FT
WIRE            PROTO-BTR-BB-16.0               209781-         MPS-140                         FT
WIRE            PROTO-BTR-BB-16.0-X-22.0        404141-         MPS-140                         FT
WIRE            PROTO-BTR-BB-16.0X16.0          320765-         MPS-140                         FT
WIRE            PROTO-BTR-BB-17.0-X-25.0        525897-         MPS-140                         FT
WIRE            PROTO-BTR-BB-17.7               372895-         MPS-140                         FT
WIRE            PROTO-BTR-BB-17.7-X-17.7        511753-         MPS-140                         FT
WIRE            PROTO-BTR-BB-17.7-X-25.0        171579-         MPS-140                         FT
WIRE            PROTO-BTR-BB-19.0-X-25.0        761403-         MPS-140                         FT
WIRE            PROTO-BTR-BB-20.0               215959-         MPS-140                         FT
WIRE            PROTO-BTR-BB-20.0X20.0          109559-         MPS-140                         FT
WIRE            PROTO-BTR-BB-21.0-X-25.0        312787-         MPS-140                         FT
WIRE            PROTO-CW25-BB-16.0X16.0         013905-         MPS-137                         FT
WIRE            PROTO-CW25-BB-16.0X22.0         043527-         MPS-137                         FT
WIRE            PROTO-CW45-BB-12.1              927511-         MPS-137                         FT
WIRE            PROTO-CW45-BB-14.1              859715-         MPS-137                         FT
WIRE            PROTO-CW45-BB-16.1              651549-         MPS-137                         FT
WIRE            PROTO-CW45-BB-18.1              914067-         MPS-137                         FT
WIRE            PROTO-SE-BA-23.4-HS-BLK         074999-         MPS-139                         FT
WIRE            PROTO-SE-BA-30.0                126365-         MPS-139                         FT
WIRE            PROTO-SE-BA-31.3-HS-BLK         758807-         MPS-139                         FT
WIRE            PROTO-SE-BA-40.1-HS             754589-         MPS-139                         FT
WIRE            PROTO-SE-BA-47.1-HS             550151-         MPS-139         6536            FT
</TABLE> 

                                  Page 6 of 7

<PAGE>
 
 
Category     Part/Description                    Price to Raychem*

Other        Alloys A, J & C Barstock            
             Per Agreement with A.F. Aerospace
             dated July 26, 1993

Other        Alloy J for Nuclear Electric per License
             Agreement between Raychem Limited
             and Nuclear Electric PLC dated
             August 19, 1991


* NOTE: PRICES TO RAYCHEM OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
  EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES 
  EXCHANGE ACT OF 1934, AS AMENDED.


<PAGE>
 
                                 EXHIBIT C

                          BUYER'S SIX QUARTER FORECAST

<TABLE>
<CAPTION>
=============================================================
                              MEMORY CORPORATION
                                  SALES ($K)
-------------------------------------------------------------
<S>                           <C>
-------------------------------------------------------------
            Q1'97                     *
-------------------------------------------------------------
            Q2'97                     *
-------------------------------------------------------------
            Q3'97                     *
-------------------------------------------------------------
            Q4'97                     *
-------------------------------------------------------------
            Q1'98                     *
-------------------------------------------------------------
            Q2'98                     *
=============================================================
  
</TABLE>
*    NOTE:  BUYER'S FORECASTS FOR SPECIFIED QUARTERS OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO RULE
     24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

                                      -37-
<PAGE>
 
                                   EXHIBIT D

               RAYCHEM'S STANDARD TERMS & CONDITIONS OF PURCHASE





























































































                                   EXHIBIT D

 
                              RAYCHEM CORPORATION
                        TERMS AND CONDITIONS OF PURCHASE
                             REVISED JANUARY, 1995


1.   TERMS OF AGREEMENT

1.1.  This Purchase Order (including any attachments) constitutes Buyer's offer
to purchase the goods, services and/or other property described on the front of
this form ("Products"). Acceptance may occur by (i) Seller's promise to ship, or
(ii) Seller's shipment of some or all of the Products.

1.2.  Buyer limits Seller's acceptance of this Purchase Order to the terms and
conditions of this Purchase Order and any related agreement signed by Buyer.
Buyer objects to any additional or different terms or conditions proposed by
Seller.

2.   PRICES

The price set forth in this Purchase Order for the Products is the entire amount
owed by Buyer to Seller for the purchase of the Products. The price includes all
of Seller's charges, including packing, shipping, in-transit insurance, and
taxes. The price is the best price available for the Products with respect to
similarly situated customers of Seller purchasing comparable quantities of the
same or similar products.

3.   PACKING AND DELIVERY

3.1.  Seller shall ship the Products as instructed by Buyer. Receiving dates
stated in this Purchase Order are firm.
3.2.  Seller shall pack and ship the Products in accordance with commercial
standards and government regulations.

3.3.  Seller shall make domestic shipments in full compliance with (i) the
Uniform Commercial Code as in existence at the location of shipment, and (ii) if
by truck, the National Motor Freight Classification. Seller shall make
international shipments in full compliance with Incoterms.

3.4.  Seller shall consolidate on one bill of lading all shipments that are made
(i) on the same day, (ii) by the same carrier, and (iii) on the same terms of
sale.

4.   TITLE AND RISK OF LOSS

Deliveries shall be F.O.B. Buyer. Title and risk of loss or damage shall pass to
Buyer upon Buyer's actual receipt of the Products.

5.   INSPECTION AND ACCEPTANCE OF PRODUCTS

5.1.  Buyer and Buyer's customers may inspect the Products at any reasonable
time and at any reasonable place, including Seller's location. Any inspection is
provisional only and does not constitute final acceptance. All Products are
subject to final inspection and testing by Buyer after receipt.

5.2.  Buyer shall have a reasonable time, of not fewer than 30 days after its
receipt of the Products (the "Inspection Period"), to inspect the Products.
During the Inspection Period Buyer may reject the Products, or revoke any prior
acceptance based on any nonconformity of the Products.

5.3.  If Buyer's customer has a right to inspect the Products, the Inspection
Period shall not begin until Buyer's customer has actually received the
Products.

6.   PAYMENT TERMS

Purchases are on open account credit. Payment terms for sales on open account
begin on the later of receipt of an invoice or receipt of the Products by Buyer.
Buyer's standard payment terms are net 45 days.

7.   WARRANTY

7.1.  Seller warrants that the Products (i) are free from defects in design,
material fabrication, and workmanship, (ii) conform to all samples and
specifications (furnished by Seller or Buyer) for the Products, (iii) are fit
for Buyer's intended use, and (iv) are free of liens and encumbrances when
shipped to Buyer.

7.2.  This warranty extends to the future performance of the Products, to Buyer
and its successors, assigns, and customers.

8.   PROPRIETARY INFORMATION

8.1.  "Proprietary Information" includes any information obtained from Buyer (i)
that is of a confidential or proprietary nature, (ii) that is not readily
available to Buyer's competitors and, (iii) that, if known by a competitor of
Buyer, might lessen any competitive advantage of Buyer or give such competitor a
competitive advantage.

8.2.  Buyer retains ownership of all Proprietary Information. Seller shall not
disclose, duplicate or reproduce any Proprietary Information nor shall Seller
use any Proprietary Information other than in the course of performing under
this Purchase Order.

9.   PROPERTY FURNISHED BY BUYER

9.1.  Seller shall bear all risk of loss or damage to any property furnished by
Buyer to Seller in connection with the performance of this Purchase Order, until
the property is returned to Buyer. Seller shall not remove any safety features
of the property or modify it in any way. Buyer does not warrant the property
that it furnishes.

9.2.  Seller shall cause (i) its General Liability Insurance Policy issued with
respect to the use of the property to name Buyer as an additional insured, and
(ii) its All-Risk Insurance Policy to name Buyer as a loss payee for the full
replacement value of the property.

9.3.  Seller shall use the property only in the performance of Seller's
obligations under this Purchase Order. The property shall remain the property of
Buyer and shall be labeled as Buyer's property. Upon completion or termination
of this Purchase Order, Seller shall return all of Buyer's properly in good
condition.

10.  WORK BY SUPPLIERS, CONTRACTORS, OR SUBCONTRACTORS ON BUYER PREMISES

10.1.  Suppliers, contractors, or subcontractors ("Third Parties")  while
performing work on Buyer's premises, shall perform the work in accordance with
all applicable (i) laws and regulations, and (ii) Buyer's work rules and work
permit procedures for the facility.

10.2.  Third Parties shall review and comply with Buyer's General Environmental,
Occupational Health, and Safety ("EHS") Rules and Rules Concerning Specialized
EHS Controls.

10.3.  Third Parties shall advise Buyer's project manager at least one business
day prior to commencing work on Buyer's premises.

10.4.  Third Parties shall not dispose of wastes, unused materials, debris,
packaging, or scrap materials on Buyer's premises.

10.5.  Third Parties shall immediately report to Buyer any (i) violations of
local laws, regulations, or Buyer's rules, or (ii) injury to an employee of a
Third Party.

10.6.  Buyer may immediately stop a Third Party from continuing any work on
Buyer's premises if Buyer deems the work to be unsafe, potentially harmful to
the environment, or not in compliance with local regulations or rules. Buyer
shall not be liable to Seller for any penalties or other amounts incurred
(including labor costs, equipment rental or lost profits or bonuses) in any way
related to a work stoppage.

12.  INSURANCE

Seller shall purchase a minimum of (i) $1,000,000 of general liability
insurance, (ii) workers' compensation insurance, and (iii) if Seller drives on
Buyer's premises, $1,000,000 of automobile liability insurance. If Seller
performs work on Buyer's premises or Seller's products are incorporated into
Buyer's products or otherwise resold by Buyer, then Seller shall cause its
general liability insurance to name Buyer as an additional insured.

14.  MISCELLANEOUS

14.1.  Non-Waiver of Default. No failure by Buyer to insist on strict
performance of any term or condition of this Purchase Order shall constitute a
waiver of that term or condition or any breach of that term or condition.

14.2.  Applicable Law. This agreement shall be governed by and construed in
accordance with the internal laws of the State of California, U.S.A.

14.3.  No Assignment. Seller may not assign or transfer, in whole or in part. by
operation of law or otherwise, this Purchase Order or any interest in it.

14.4.  Entire Agreement. This Purchase Order and any documents referred to
herein are the final, complete, and exclusive statement of the terms of the
agreement of the parties concerning the subject matter of those documents.

14.5.  Modifications. This Purchase Order may be modified only by a written
agreement of Seller and Buyer, provided that Buyer may make non-material changes
by giving Seller three business days written notice.

14.6.  Notices. All notices and other communications hereunder shall be in
writing.

14.7.  Expenses and Fees. Seller shall pay all of Buyer's attorneys' and other
fees and costs incurred in enforcing Seller's obligations under this Purchase
Order.

14.8.  Time of Essence. Time is of the essence for Seller's obligations under
this Purchase Order.

14.9.  English Language. All correspondence pertaining to this Purchase Order
shall be in the English language.

15.  COMPLIANCE WITH ENVIRONMENTAL AND SAFETY LAWS

15.1.  General. Seller shall, upon request, provide environmentally related
information concerning the materials used in the Products and packaging.

15.2.  Material Safety Data Sheet. Unless exempted by applicable state and
federal law, the Seller shall provide, before or with each initial shipment and
before bringing any hazardous materials onto Buyer's premises, a Material Safety
Data Sheet ("MSDS") for each Product. Each container shall also be labeled with
appropriate hazard warnings. The MSDSs and labels shall meet applicable state
and federal requirements, including the Federal Hazard Communications Standard
(29 Code of Federal Regulations 1910).

15.3.  Proposition 65. Seller shall not include in the Products any substance
regulated by The Safe Drinking Water and Toxic Enforcement Act  of 1986
("Proposition 65") unless adequate warning, as required by Proposition 65, is
provided.

15.4.  TSCA. Products supplied by the Seller shall comply with the federal Toxic
Substance Control Act ("TSCA").  Seller certifies to Buyer that any chemical
substance or mixture provided to Buyer is included on the TSCA Inventory.

16.  COMPLIANCE WITH LAWS GENERALLY

16.1.  General. Seller represents that it is in compliance and agrees to comply
with all applicable federal, state, and local laws and regulations, including
those listed in Section 17.

16.2.  Government Business. Seller represents that it has not been debarred,
suspended, or proposed for debarment from United States government business.

16.3.  NAFTA. Seller shall provide Buyer with a Certificate of Origin pursuant
to Chapter 5 of the North American Free Trade Agreement as implemented in the
United States. Seller shall maintain all appropriate records to satisfy NAFTA
requirements. Seller shall indemnify Buyer against any general, consequential,
incidental or special damages incurred by Buyer arising from Seller's failure to
comply with NAFTA.

16.4.  Certificate of Compliance. Seller shall execute and deliver to Buyer upon
request a Certificate of Compliance with Contract Terms, certifying Seller's
full compliance with each and every requirement imposed upon Seller by this
Purchase Order and by applicable laws, regulations, and industry standards.

17.  GOVERNMENT CONTRACTS

     Seller understands and acknowledges that (i) Products may be used by Buyer
in the performance by Buyer of its prime contracts and subcontracts where the
U.S. Government is an end user, and (ii) Buyer may be required to make
representations and certifications under these contracts which rely on Seller's
compliance with certain U.S. Iaws and regulations, including compliance with the
laws listed in this Purchase Order. The following clauses (as set forth in the
identified locations) are incorporated into this Purchase Order: "Restrictions
on Subcontractor Sales to the Government" FAR 52.203-6; "Anti-kickback
Procedures" FAR 52.203-7; "Certification and Disclosure Regarding Payments to
Influence Certain Federal Transactions" - FAR 52.203-11; "Security Requirements"
- FAR 52.2042; "New Material" FAR 52.210-5; "Defense Priority and Allocation
Requirements" - FAR 52.212-8; "Subcontractor Cost or Pricing Data" - FAR 52.215-
24; "Utilization of Small Business Concerns and Small Disadvantaged Business
Concerns" FAR 52.219-8; "Small Business and Small Disadvantaged Business
Subcontracting Plan" - FAR 52.219-9; "Utilization of Women-Owned Small
Businesses" - FAR 52.219-13; "Notice to the Government of Labor Disputes" - FAR
52.222-1; "Contract Work Hours and Safety Standards Act - Overtime Compensation
- General" - FAR 52.222-4; "Walsh-Healey Public Contracts Acts" - FAR 52.222-20;
"Certificate of Nonsegregated Facilities" - FAR 52.222-21; "Previous Contracts
and Compliance Reports" - FAR 52.222-22; "Equal Opportunity" - FAR 52.222-26;
"Affirmative Action for Special Disabled and Vietnam Era Veterans" - FAR 52.222-
35; "Affirmative Action for Handicapped Workers" - FAR 52.222-36;  "Employment
Reports on Special Disabled Veterans and Veterans of the Vietnam Era" - FAR
52.222-37 (if this order exceeds $100,000); "Clean Air and Water" - FAR 52.223-
2; "Certification Regarding a Drug-Free Workplace" - FAR 52.223-5, "Buy American
Act - Supplies" - FAR 52.225-3; "Notice and Assistance Regarding Patent and
Copyright Infringement" - FAR 52.222-2; "Limitation of Liability" - FAR 52.246-
23.



                                      38-(3)
<PAGE>
 
                                   EXHIBIT E

                       PACKAGING & LABELING REQUIREMENTS

                                      -39-
<PAGE>
 
                                   Exhibit E
                                   ---------

                       Packaging & Labeling Requirements

Labeling requirements are contained in the MPS (Metals Product Specifications)
specifications and customer specifications in Exhibit B.  Standard packaging is
generally on spools for wire and strip, and in tubes or coiled in bags for
microtubing.  Special packaging and labeling may be required from time to time
and will be called out on individual purchase orders per customer requirements.

                                      -40-
<PAGE>
 
                                   EXHIBIT F

                            TEST REPORT REQUIREMENTS

                                      -41-
<PAGE>
 
                                   Exhibit F
                                   ---------

                            Test Report Requirements


Certifications and test reports are required on each shipment if specified in
the purchase order.  Certifications and test report requirements are contained
in Exhibit B in the MPS (Metals Product Specifications) and customer
specifications.  Special certifications and test reports may be required from
time to time and will be called out in individual purchase orders per customer
requirements.

                                      -42-
<PAGE>
 
                                   EXHIBIT G

                          SELLER'S EXISTING CUSTOMERS

[NOTE:  CUSTOMER NAMES AND NUMBERS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]

                                      -43-
<PAGE>
 
                                   EXHIBIT H

                      ELECTRICAL AND ELECTRONIC ASSEMBLIES

                    The Levels of Electrical and Electronic
                           Packaging Interconnection


LEVEL ONE:     DEVICE TO PACKAGE

               This level includes connections inside a component package
               between a basic circuit element and its lead, such as the link
               between a semiconductor chip and its package lead frame.

LEVEL TWO:     COMPONENT LEAD TO CIRCUITRY

               Connections between a component lead and a printed circuit board
               and/or point-to-point wiring by means of permanent or separable
               interconnects are typical at Level Two and are exemplified by
               various kinds of sockets.

LEVEL THREE:   BOARD-TO-BOARD

               At this level, connections between two or more printed circuit
               boards, typically motherboard/daughterboard or backplane
               connections, by means of permanent or separable interconnects
               and/or cable assemblies, are common.

LEVEL FOUR:    SUBASSEMBLY TO SUBASSEMBLY

               Connections between two subassemblies such as a power supply and
               an associated subassembly, including the connectors on each
               subassembly and the cable assembly between them, or wire-to-wire
               connections are typical at this level.

LEVEL FIVE:    SUBASSEMPLY TO INPUT/OUTPUT (I/O) PORT

               Level Five includes connections for power or signal transmission
               from a major subassembly to an input/output port, such as the
               link between a computer and a printer or other type of peripheral
               equipment.

LEVEL SIX:     SYSTEM TO SYSTEM

               Connections between physically separated systems occur at Level
               Six.  The links that interconnect components of a local area
               network are typical examples.

                                      -44-
<PAGE>
 
                                   EXHIBIT I

                              AGREEMENTS OF BUYER


Material Agreement with Centurion International, Inc.

License Agreement dated July 26, 1993 between AF Aerospace and Raychem
Corporation

U.S. Surgical Corporation Purchase Orders if not assigned

License Agreement dated August 19, 1991 between Nuclear Electric PLC and Raychem
Limited

Supply Agreement dated August 4, 1995 between St. Jude Medical, Inc., Cardiac
Assist Division and Raychem Corporation (assigned to Bard)

Any open Purchase Orders from customers as of the Closing

                                      -45-
<PAGE>
 
                                   EXHIBIT I

[NOTE:  CHART SETTING FORTH CUSTOMER NAMES AND PRODUCT SPECIFICATIONS OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, PURSUANT TO
RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]

                                      -46-