Exhibit
      10.44





**THIRD
      AMENDMENT AGREEMENT**






**THIRD
      AMENDMENT AGREEMENT** (this
“ **Agreement** ”)
      dated
      as of December 5, 2006 by and between Memry Corporation (the “ **Borrower** ”),
      a
      Delaware corporation, and Webster Business Credit Corporation (the “ **Lender** ”),
      amending a certain Credit and Security Agreement dated as of November 9, 2004
      by
      and between the Borrower and the Lender as amended by that certain First
      Amendment Agreement dated as of November 9, 2005 and by a Second Amendment
      Agreement dated as of December 21, 2005 (as amended and in effect from time
      to
      time, the “ **Credit
      Agreement** ”).




**W
      I T N E S S E T H**




**WHEREAS** ,
      pursuant to the terms of the Credit Agreement, the Lender has made and continues
      to make revolving loans to the Borrower; and




**WHEREAS** ,
      the
      Borrower have requested, among other things, that the Lender amend certain
      terms
      of the Credit Agreement; and




**WHEREAS** ,
      the
      Lender is willing to, among other things, amend certain terms and conditions
      of
      the Credit Agreement, all on the terms and conditions set forth
      herein.




**NOW,
      THEREFORE** ,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:




**§** **1.** **Definitions** **.** Capitalized
      terms used herein without definition that are defined in the Credit Agreement
      (as amended hereby) shall have the same meanings herein as therein.




**§** **2.** **Ratification********of********Existing********Agreements** **.** All
      of
      the Borrower’s obligations and liabilities to the Lender as evidenced by or
      otherwise arising under the Credit Agreement, the Notes and the Other Documents,
      except as otherwise expressly modified in this Agreement upon the terms set
      forth herein, are, by the Borrower’s execution of this Agreement, ratified and
      confirmed in all respects. In addition, by the Borrower’s execution of this
      Agreement, the Borrower represents and warrants that no counterclaim, right
      of
      set-off or defense of any kind exists or is outstanding with respect to such
      obligations and liabilities.




**§** **3.** **Representations********and********Warranties** **.** All
      of
      the representations and warranties made by the Borrower in the Credit Agreement,
      the Notes and the Other Documents are true and correct on the date hereof as
      if
      made on and as of the date hereof, except (i) to the extent that any of such
      representations and warranties relate by their terms to a prior date, (ii)
      for
      matters previously disclosed to the Lender in writing or in form 10-k, 10-Q
      or
      8-k filed with the Securities and Exchange Commission, and (iii) for deviations
      not, in the aggregate, having or reasonably likely to have a material adverse
      effect on the Borrower and its assets.







-2-






**§** **4.** **Conditions********Precedent** **.** Except
      as
      set forth below, the effectiveness of the amendments contemplated hereby shall
      be subject to the satisfaction on or before the date hereof of each of the
      following conditions precedent (which conditions the Lender acknowledges have
      been satisfied on the date hereof):




(a) Representations
      and Warranties .
      All of
      the representations and warranties made by the Borrower herein, whether directly
      or incorporated by reference, shall be true and correct on the date hereof,
      except as provided in §3 hereof.




(b) Performance;
      No Event of Default .
      The
      Borrower shall have performed and complied in all material respects with all
      terms and conditions herein required to be performed or complied with by them
      prior to or at the time hereof, and there shall exist no Event of Default or
      condition which, with either or both the giving of notice of the lapse of time,
      would result in an Event of Default upon the execution and delivery of this
      Agreement.




(c) Corporate
      Action .
      All
      requisite corporate action necessary for the valid execution, delivery and
      performance by the Borrower of this Agreement and all other instruments and
      documents delivered by the Borrower in connection therewith shall have been
      duly
      and effectively taken.




(d) Delivery .
      Except
      as set forth below, the parties hereto shall have executed and delivered (i)
      this Agreement, (ii) that certain Second Capital Expenditure Loan Note dated
      as
      of even date herewith in the original principal amount of $1,000,000, and (iii)
      such further instruments and taken such further action as the Lender may have
      reasonably requested, in each case further to effect the purposes of this
      Agreement, the Credit Agreement and the Other Documents.




(e) Proceedings
      and Documents .
      All
      proceedings in connection with the transactions contemplated by this Agreement
      shall be satisfactory in substance and form to the Lender, and the Lender shall
      have received all information and such counterpart originals or certified or
      other copies of such documents as it may request.




(f) Fees
      and Expenses .
      The
      Borrower shall have paid to the Lender all fees and expenses incurred by the
      Lender (including attorney’s fees and expenses) in connection with this
      Amendment, the Credit Agreement and the Other Documents on or prior to the
      date
      hereof.




**§** **5.** **Amendments,
      Consents with respect********to********the********Credit
      Agreement****.**





5.1. Amendments .
      The
      following definitions set forth on Annex I attached to the Credit Agreement
      are
      hereby amended to read in full as set forth below:





“ Capital
      Expenditure Loan Rate ”
shall
      mean an interest rate per annum equal to: (i) the Alternate Base Rate, with
      respect to Domestic Rate Loans, and (ii) the sum of the Eurodollar Rate plus two and
      one half (2.50) percentage points, with respect to Eurodollar Rate
      Loans.”








-3-


“ Revolving
      Interest Rate ”
shall
      mean an interest rate per annum equal to: (a) the sum of the Alternate Base
      Rate less one-quarter (.25) of one percentage point, with respect to Domestic Rate Loans,
      and (b) the sum of the Eurodollar Rate plus two and
      one-quarter (2.25) percentage points, with respect to Eurodollar Rate
      Loans.”




“Second
      Capital Expenditure Loan Rate - shall
      mean an interest rate per annum equal to: (i) the Alternate Base Rate, with
      respect to Domestic Rate Loans, and (ii) the sum of the Eurodollar Rate plus
      two
      and one-half (2.50) percentage points, with respect to Eurodollar Rate
      Loans.”





“ Term
      Loan A Rate ”
shall
      mean an interest rate per annum equal to: (i) the Alternate Base Rate, with
      respect to Domestic Rate Loans, and (ii) the sum of the Eurodollar Rate plus two and
      one-half (2.50) percentage points, with respect to Eurodollar Rate
      Loans.”





“ Term
      Loan B Rate ”
shall
      mean an interest rate per annum equal to: (i) the sum of the Alternate Base
      Rate plus one
      (1.0) percentage point, with respect to Domestic Rate Loans, and (ii) the sum
      of
      the Eurodollar Rate plus three
      and one-half (3.50) percentage points, with respect to Eurodollar Rate
      Loans.”





5.2. **Consent** .
      Notwithstanding the provisions of Section 7.18 of the Credit Agreement or under
      the Subordination and Intercreditor Agreement dated November 9, 2004 by and
      among the Lender, the Borrower, BROOKSIDE PECKS CAPITAL PARTNERS, L.P., a
      Delaware limited partnership, for itself as a lender and as the agent on behalf
      of all lenders and IRONBRIDGE MEZZANINE FUND, L.P., a Delaware limited
      partnership (herein BROOKSIDE PECKS CAPITAL PARTNERS, L.P. and IRONBRIDGE
      MEZZANINE FUND, L.P. collectively referred to as the “Subordinated Lenders”),
      the Borrower may make payments to the Subordinated Lenders, effecting full
      or
      partial payments of the outstanding principal amount together with accrued
      and
      unpaid interest thereon, of the Subordinated Notes (as defined and described
      in
      said Subordination and Intercreditor Agreement), which Subordinated Notes were
      initially in the aggregate original principal amount $7,000,000.




**§** **6.** **Additional********Covenants** **.** Without
      any prejudice or impairment whatsoever to any of the Lender’s rights and
      remedies contained in the Credit Agreement and the covenants contained therein,
      the Notes or in any of the Other Documents, the Borrower additionally covenants
      and agrees with the Lender as follows:




(a) The
      Borrower shall comply and continue to comply with all of the terms, covenants
      and provisions contained in the Credit Agreement, the Notes and the Other
      Documents, except as such terms, covenants and provisions are expressly
      modified by this Agreement upon the terms set forth herein, including, without
      limitation, the delivery and procurement of the mortgage modification
      agreements, title insurance endorsements within the time periods set forth
      herein.







-4-


(b) The
      Borrower shall at any time or from time to time execute and deliver such further
      instruments, and take such further action as the Lender may reasonably request,
      in each case further to effect the purposes of this Agreement, the Credit
      Agreement, the Notes and the Other Documents.




The
      Borrower expressly acknowledges and agrees that any failure by the Borrower
      to
      comply with the terms and conditions of this §6 or any other provisions
      contained in this Agreement shall constitute an Event of Default under the
      Credit Agreement.




**§** **7.** **Expenses** **.** The
      Borrower agrees to pay to the Lender upon demand an amount equal to any and
      all
      out-of-pocket costs or expenses (including reasonable legal fees and
      disbursements) incurred or sustained by the Lender in connection with the
      preparation of this Agreement.




**§** **8.** **Miscellaneous** **.**




(a) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York (excluding the laws applicable to conflicts or choice of
      law).





(b) The
      indebtedness evidenced by said Original Loan Documents continues outstanding,
      and the execution and delivery to the Bank of this Modification Agreement does
      not constitute the creation of a new debt or the extinguishment of the debt
      evidenced by the Original Loan Documents but constitutes only an amendment
      of
      certain of the terms with respect thereto. Except
      as
      otherwise expressly provided by this Agreement, all of the respective terms,
      conditions and provisions of the Credit Agreement shall remain the same. It
      is
      declared and agreed by each of the parties hereto that the Credit Agreement,
      as
      amended hereby, shall continue in full force and effect, and that this Agreement
      and the Credit Agreement be read and construed as one instrument, and all
      references in the Loan Documents to the Credit Agreement shall hereafter refer
      to the Credit Agreement, as amended by this Agreement.




(c) Nothing
      contained herein shall operate to release the Borrower or any other obligor
      from
      its liability to pay the Note and to keep and perform the terms, conditions,
      obligations and agreements contained in the Loan Agreement and in all other
      documents relating to and securing repayment of the Note as amended
      hereby.





(d) The
      Borrower hereby acknowledges and agrees that it has no defense, offset,
      recoupment or counterclaim with respect to the indebtedness evidenced by the
      Note (as amended hereby) or any of the Original Loan Documents and the Borrower
      hereby releases the Bank from any and all liability arising directly or
      indirectly with respect to the Note as amended hereby, the Original Loan
      Documents, the debt evidenced or governed by any of the Original Loan Documents
      and any and all actions taken by the Bank with respect to the transactions
      contemplated therein.







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**IN
      WITNESS WHEREOF,** each of
      the parties hereto have caused this Agreement to be executed in its name and
      behalf by its duly authorized officer as of the date first written
      above.




**WEBSTER
              BUSINESS CREDIT **CORPORATION****By:
            /s/
              Joseph ZautraIts:
              Vice President


**MEMRY
              CORPORATION**By:
            /s/ Richard
              F. SowerbyName:
              Richard F. SowerbyTitle:
              CFO






The
      undersigned Guarantor consents to the terms contained herein and further
      acknowledge and affirm that its Guarantee remains unmodified and in full force
      and effect:




**PUTNAM PLASTICS
              COMPANY
              LLC**By:
            /s/ Richard
              F. SowerbyName:
Richard
              F. SowerbyTitle:
              CFO





STATE OF CONNECTICUT
              ))
              ss. Bethel, CTCOUNTY OF FAIRFIELD
              )





On December
      5 ,
      2006,
      before me personally came Richard
      F. Sowerby ,
      to me
      known, who, being by me duly sworn, did depose and say that he
      is the Chief
      Financial Officer of each
      entity described in and which executed the foregoing instrument as “Borrower”;
      and that he signed his name thereto by order of the board of directors (or
      other
      governing body) of said entity.




Kathleen
              FerrisNOTARY
              PUBLICKATHLEEN
                FERRIS
              NOTARY
                PUBLIC, STATE OF CONNECTICUT
              NO.65478.
                QUALIFIED IN FAIRFIELD COUNTY
              COMMISSION
                EXPIRES DECEMBER 31, 2007