<PAGE>
 
                                                                EXHIBIT 10.43

     THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "ACT").  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
     VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF.  THESE SECURITIES
     MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED.


NO. 96 - 7A         WARRANT TO PURCHASE 20,000 SHARES OF COMMON STOCK (SUBJECT
                    TO ADJUSTMENT)



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

                                       OF

                               MEMRY CORPORATION
                         VOID AFTER SEPTEMBER 30, 2003

          This Warrant Certificate is an amendment and restatement of that
     certain Warrant Certificate No. 96-7 issued as of September 19, 1996 (the
     "Warrant Issue Date") by Memry Corporation, a Delaware corporation (the
     "Company") to James Proft (the "Holder"), which Warrant Certificate No. 96-
     7 has been cancelled by the Company as of the date hereof.  This certifies
     that, for value received, the Holder is entitled, subject to the terms set
     forth below, to purchase from the Company, 20,000 shares of the common
     stock, par value $0.01 per share ("Common Stock"), of the Company, as
     constituted on the date hereof, upon surrender hereof, at the principal
     office of the Company referred to below, with the Notice of Exercise form
     attached hereto as Annex I duly executed, and simultaneous payment therefor
     in lawful money of the United States or otherwise as hereinafter provided,
     at the "Exercise Price" as set forth in Section 2 below.  The number,
     character and Exercise Price of such shares of Common Stock are subject to
     adjustment as provided below.  The term "Warrant" as used herein shall
     include this Warrant and any warrants delivered in substitution,
     replacement or exchange therefor as provided herein.

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

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

          3.  EXERCISE OF WARRANT.

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

          (b) This Warrant shall be deemed to have been exercised immediately
     prior to the close of business on the date of its surrender for exercise as
     provided above, and the person entitled to receive the shares of Common
     Stock issuable upon such exercise shall  be treated for all purposes as the
     holder of record of such shares as of the close of business on such date.
     As promptly as practicable on or after such date and in any event within
     ten (10) days thereafter, the Company, at its expense, shall issue and
     deliver to the person or persons entitled to receive the same, a
     certificate or certificates for the number of shares issuable upon such
     exercise.  In the event that this Warrant is exercised in part, the
     Company, at its expense, shall execute and deliver a new Warrant of like
     tenor exercisable for the number of shares for which this Warrant may then
     be exercised.
 
          (c)  Notwithstanding any provisions herein to the contrary, if the
     fair market value of one share of Common Stock is greater than the Exercise
     Price (at the date of calculation as set forth below), in lieu of
     exercising this Warrant for cash, the Holder may elect to receive shares of
     Common Stock equal to the value (as determined below) of this Warrant (or
     the portion thereof being cancelled) by surrender of this Warrant at the
     principal office of the Company together with the properly endorsed Notice
     of Exercise and notice of such election in which event the Company shall
     issue to the Holder a number of shares of Common Stock computed using the
     following formula:

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

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

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

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

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

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

                                      -2-
<PAGE>
 
     market for the Common Stock exists at the time of such exercise, the fair
     market value per share shall be determined by the Company's Board of
     Directors in good faith.

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

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

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

          7.   REGISTRATION OF WARRANT; SECURITIES LAW MATTERS.

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

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

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

                                      -3-
<PAGE>
 
          THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
          SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  THE SHARES OF
          COMMON STOCK REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, TRANSFERRED,
          EXCHANGED OR OTHERWISE DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE ACT,
          AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND ANY OTHER
          APPLICABLE LAW, RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION,
          APPLICABLE STATE SECURITIES LAWS, RULES AND REGULATIONS.

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

          8.    RESERVATION OF STOCK.

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

          9.   CERTIFICATES OF ADJUSTMENT; NOTICES

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

          (b)  In the event:

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

                                      -4-
<PAGE>
 
     them to receive any dividend or other distribution, or any right to
     subscribe for or purchase any shares of stock of any class or any other
     securities, or to receive any other right; or

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

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

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

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

          10.     AMENDMENTS

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

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

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

                                      -5-
<PAGE>
 
     securities of any other corporation that are at the time receivable upon
     the exercise of this Warrant.  If the per-share consideration payable to
     the Holder for shares in connection with any such transaction is in a form
     other than cash or marketable securities, then the value of such
     consideration shall be determined in good faith by the Company's Board of
     Directors.  In all events, appropriate adjustment (as determined in good
     faith by the Company's Board of Directors) shall be made in the application
     of the provisions of this Warrant with respect to the rights and interest
     of this Warrant shall be applicable after that event, as near as reasonably
     may be, in relation to any shares or other property deliverable after that
     event upon exercise of this Warrant.

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

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

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

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

                                      -6-
<PAGE>
 
     action as may be necessary or appropriate in order to protect the rights of
     the Holder of this Warrant against impairment.

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

          13.  NOTICES, ETC.  All notices and other communications required or
     permitted hereunder shall be in writing and shall be mailed by registered
     or certified mail, postage prepaid, or otherwise delivered by hand or by
     messenger, addressed (i) if to the Holder at 2 Williams Lane, Foster City,
     CA  94404, or at such other address as the Holder shall have furnished to
     the Company in writing, or (ii) if to the Company, to 57 Commerce Drive,
     Brookfield, CT 06804, Attention:  James G. Binch, or at such other address
     as the Company shall have furnished to the Holder.  Such notices or
     communications shall be deemed given if personally delivered, on the date
     of delivery by hand or by messenger, or three (3) days after mailing if
     send by mail as set forth herein.

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

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

          16.  PRONOUNS.  All pronouns and any variations thereof refer to the
     masculine, feminine or neuter, singular or plural, as the identity of the
     person or persons may require.
 
          Executed effective on this __ day of January, 1997.

     HOLDER:                           MEMRY CORPORATION


     /s/ James Proft                   By:/s/ James G. Binch
     ------------------------------       -------------------------
     James Proft                          Name: James G. Binch
     Address:                             Title: President
     2 Williams Lane
     Foster City, CA  94404

                                      -7-
<PAGE>
 
                                                                         ANNEX I
                                                                         -------

                               NOTICE OF EXERCISE

     To:  Memry Corporation

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

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

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

     Dated: _____________________
 

                                         _________________________________
                                                [Holder]

                                      -8-