<PAGE>
 
                                                                   Exhibit 10.27

NEITHER THE WARRANTS REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THE WARRANTS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN AND WILL BE SOLD IN RELIANCE UPON EXEMPTIONS
THEREUNDER. THE SALE OR OTHER DISPOSITION OF THE WARRANTS REPRESENTED HEREBY AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH
THAT ACT AND THOSE LAWS, MAY ONLY BE MADE PURSUANT TO A REGISTRATION UNDER THAT
ACT AND THOSE LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND, IN
THE EVENT OF SUCH AN UNREGISTERED SALE OR OTHER DISPOSITION, IS PROHIBITED
UNLESS MEMRY CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION
UNDER THAT ACT OR THOSE LAWS.

Warrant Cert. No. 94-5A                                   Warrants to Purchase
                                                             705,485 Shares
                                                             of Common Stock

                              TRANSFERABLE WARRANTS
                           TO PURCHASE COMMON STOCK OF
                                MEMRY CORPORATION

      This Warrant Certificate is an amendment and restatement of that certain
Warrant Certificate No. 94-5 issued by Memry Corporation, a corporation
organized and existing under the laws of the State of Delaware (hereinafter
called the "Company") to Connecticut Innovations, Incorporated ("CII"), with an
address of 40 Cold Spring Road, Rocky Hill, Connecticut 06067, which Warrant
Certificate No. 94-5 has been cancelled by the Company as of the date hereof.
This Warrant Certificate certifies that CII, or registered assignees, is
entitled to purchase from the Company, in whole or part, at a purchase price
equal to the "Exercise Price" (as hereinafter defined), at any time from and
after the date hereof to and including the "Final Exercise Date" (as hereinafter
defined), 705,485 shares of the Company's Common Stock, $.01 par value (the
"Warrant Shares"), subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. The Exercise Price shall initially be One and
Nineteen Hundredths Dollars ($1.19) per share, subject to adjustment as
hereinafter provided. The Final Exercise Date shall initially be as of August
25, 2002, subject to adjustment as provided in paragraph 5 hereof.
<PAGE>
 
      These Warrants are issued pursuant to a Convertible Subordinated Debenture
Purchase Agreement dated as of December 22, 1994, as amended, between the
Company and the initial holder hereof (as so amended, the "Debenture Purchase
Agreement"). Certain capitalized terms used in this Warrant Certificate are
defined in paragraph 5 hereof. By accepting this Warrant Certificate, the holder
agrees to be bound by the terms of the Debenture Purchase Agreement.

            THESE WARRANTS ARE SUBJECT TO THE FOLLOWING TERMS AND
            CONDITIONS:

      1. (a) Exercise of Warrants. The rights represented by this Warrant
Certificate may be exercised by the registered holder hereof, in whole or in
part (but not as to a fractional share of Common Stock), by (i) the delivery of
this Warrant Certificate, together with a properly completed Notice of Election,
to the principal office of the Company at 57 Commerce Drive, Brookfield,
Connecticut 06804 (or such other office or agency of the Company as it may
designate by notice in writing to the holder hereof) and (ii) payment to the
Company, in immediately available funds, of the Exercise Price for the Warrant
Shares being purchased. Certificates for the Warrant Shares so purchased
(together with a cash adjustment in lieu of any fraction of a share) shall be
delivered to the holder hereof within a reasonable time, not exceeding twenty
(20) business days, after the rights represented by this Warrant Certificate
shall have been so exercised and paid for, and, unless these Warrants have
expired, a new Warrant Certificate representing the number of Warrants, if any,
with respect to which this Warrant Certificate shall not then have been
exercised, in all other respects identical with this Warrant Certificate, shall
also be issued and delivered to the holder hereof within such time, or
appropriate notation may be made on this Warrant Certificate and the same
returned to such holder.

      (b) 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 Warrants for
cash, the registered Holder hereof may elect to receive shares of Common Stock
equal to the value (as determined below) of the Warrants being exercised by
surrender of this Warrant Certificate at the principal office of the Company
together with the properly completed Notice of Election in which event the
Company shall issue to such holder a number of shares of Common Stock computed
using the following formula:

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

                                     - 2 -
<PAGE>
 
Where       X =   the number of shares of Common Stock to be issued
                  to such holder;

            Y =   the number of shares of Common Stock purchasable under the
                  Warrant Certificate or, if only a portion of the Warrant
                  Certificate is being exercised, the portion of the Warrant
                  Certificate 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 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.

            (c) Transfer Restriction Legend. Each certificate for Warrant Shares
issued upon exercise of these Warrants (unless as otherwise provided for
pursuant to paragraph 2(b) hereof) shall bear the legend appearing on the first
page of this Warrant Certificate and any additional legend which the Company, in
its sole discretion, may deem appropriate at such time.

      2. (a) Warrants and Warrant Shares Not Registered. Each holder of these
Warrants, by acceptance hereof, represents and covenants that: (1) these
Warrants and the Warrant Shares which may be purchased upon exercise of these
Warrants are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), on the grounds that the issuance of this Warrant
Certificate and the offering and sale of such Warrant Shares to the holder are
and will be exempt from registration under Section 4(2) of the Securities Act as
not involving any public offering; and (2) it (i) is acquiring these Warrants
for investment for its own account, with no present intention of reselling or
otherwise distributing the same, subject, nevertheless, to any requirement of
law that the disposition of its property shall at all times be 


                                     - 3 -
<PAGE>
 
within its control, (ii) is an "accredited investor" as defined in Regulation D
under the Securities Act, (iii) has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of
the investments made or to be made in connection with the acquisition and
exercise of these Warrants, and (iv) has, so far as such holder is aware, been
provided all such information and access to information concerning its
investment hereunder as such holder has requested from the Company. Except as
provided for in paragraph 2(b) hereof, the Company may condition any Warrant
exercise and issuance of Warrant Shares upon its receipt of the representations
and covenants given above and under the Debenture Purchase Agreement by the
original Warrant holder with respect to such Warrant Shares.

            (b) Notice of Proposed Transfer; Opinion of Counsel. Each holder of
this Warrant Certificate, by acceptance hereof, agrees that prior to the
disposition of these Warrants or any Warrant Shares in a transaction for which a
registration statement under the Securities Act is not currently effective, such
holder will give written notice to the Company of such intention, together with
an opinion of counsel acceptable to the Company and its counsel (1) that
registration under the Securities Act is not necessary with respect to such
disposition and that such disposition will comply with the Securities Act, and
(2) that such disposition will also be in compliance with applicable securities
laws of states and other jurisdictions.

      3. Special Agreements of the Company. The Company covenants and agrees
that:

            (a) Character of Warrant Shares. All Warrant Shares which may be
issued upon the exercise of the Warrants represented hereby, upon issuance, will
be duly authorized, validly issued, fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof, and without
limiting the generality of the foregoing, that it will take from to time all
such action as may be requisite to ensure that the par value per share (if any)
of the Common Stock is at all times equal to or less than the then effective
Exercise Price, and that it will refrain from taking any action which could
pursuant to the terms of the Warrants result in the Exercise Price per share
being less than the par value per share of the Common Stock;

            (b) No Violations. The Company will take all such action as may be
necessary to ensure that Warrant Shares may be so issued without violation of
any applicable United States state or federal law or regulation, or of any
requirements of any securities exchange or inter-dealer quotation system upon
which the Common Stock of the Company may be listed or quoted;


                                     - 4 -
<PAGE>
 
            (c) Actions in Avoidance; Non-Dilution. The Company will not, by
amendment of its Certificate or Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, issue or sale of
securities or otherwise, avoid or take any action which would have the effect of
avoiding the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in carrying out all of the provisions of this Warrant Certificate and in taking
all of such action as may be necessary or appropriate in order to protect the
rights of the holders of these Warrants against dilution or other impairment;
and

            (d) Financial Information. The Company will, if requested, provide
each Warrant holder copies of all annual, quarterly and current reports required
to be filed by it pursuant to Section 13 or 15 of the Securities Exchange Act of
1934, as amended, and in addition, promptly after requested, such other
information concerning the Company as any Warrant holder may reasonably require
(i) in order to comply with any law or governmental regulation, order of any
court, or order, inquiry or investigation of any governmental agency or
instrumentality, or (ii) in order to exercise any right or privilege of such
Warrant holder or to enforce any obligation of the Company under the Warrants or
any agreement or instrument executed and delivered in connection therewith.

      4.    Anti-Dilution Provisions.

            (a) Adjustments to Exercise Price, Number of Warrants. The number of
Warrants represented hereby and the Exercise Price for each such Warrant shall
be subject to adjustment from time to time as hereinafter provided. Upon the
occurrence of each event causing an adjustment of the "Trigger Price," as such
term is defined below, the Exercise Price shall automatically be adjusted to an
amount equal to 183.3% of such adjusted Trigger Price, if such amount is less
than the current Exercise Price. Upon each such adjustment of the Exercise
Price, the number of Warrants represented hereby shall automatically be adjusted
to the number obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of Warrants represented hereby
immediately prior to such adjustment, and then dividing the product thereof by
the new Exercise Price.

            (b)   Adjustments to Trigger Price.

                  (i)   Special Definitions.  For purposes of this
      Section 4(b), the following definitions shall apply:


                                     - 5 -
<PAGE>
 
                        (A) "Options" shall mean rights, options or warrants to
            subscribe for, purchase or otherwise acquire either Common Stock or
            Convertible Securities.

                        (B) "Original Issue Date" shall mean December 22, 1994.

                        (C) "Convertible Securities" shall mean any evidence of
            indebtedness, shares of capital stock or other securities
            convertible into or exchangeable for Common Stock.

                        (D) "Additional Common Shares" shall mean all Common
            Stock issued (or, pursuant to Section 4(b)(v), deemed to be issued)
            by the Company after the Original Issue Date, other than Common
            Stock issued or issuable at any time:

                              (1) upon conversion of the Company's Series A
                  Preferred Stock and Series B Preferred Stock;

                              (2) upon exercise of any of the Company's
                  currently outstanding Convertible Securities (including
                  without limitation any convertible debentures and/or warrants
                  issued pursuant to the Debenture Purchase Agreement and the
                  warrants originally issued on March 1, 1992 and amended
                  thereby);

                              (3) to officers, directors and employees of, and
                  consultants to, the Company pursuant to the Company's 1994
                  Employee Stock Option Plan;

                              (4) as a dividend or distribution upon the Common
                  Stock (which event is addressed in Section 4(b)(vii)); or

                              (5) the issuance of an aggregate of up to
                  1,250,000 warrants with an exercise price of $0.01 per share
                  to Raychem Corporation and to employees of Raychem Corporation
                  who agree to become employees of the Company upon the closing
                  of the transactions contemplated by the Asset Purchase
                  Agreement (as such term is defined in the Debenture Purchase
                  Agreement).

                  (ii) Trigger Price. The Trigger Price shall be equal to $0.65
      effective as of June 14, 1995, subject to adjustment as hereinafter
      provided.


                                     - 6 -
<PAGE>
 
                  (iii) Adjustment Upon Issuances of Additional Common Shares.
      In the event the Company, at any time after the Original Issue Date, shall
      issue Additional Common Shares (including Additional Common Shares deemed
      to be issued pursuant to Section 4(b)(v)) without consideration or for a
      consideration per share less than the Trigger Price in effect on the date
      of and immediately prior to such issue, then and in such event, the
      Trigger Price shall be reduced, concurrently with such issue, to the price
      for which such Additional Common Shares were deemed to be issued, as
      calculated pursuant to Section 4(b)(vi) below.

                  (iv) Penalty Adjustments. Each time that a "Penalty Adjustment
      Event" (as defined below) occurs, the Trigger Price shall be reduced to
      the lower of (x) 90% of the Trigger Price immediately theretofore in
      effect, and (y) the average of the closing bid prices (or, at such time,
      if any, as trades of the Common Stock, rather than bid and asked
      quotations, are available, the closing trade prices) of the Common Stock
      for the ten trading days immediately preceding the date of the Penalty
      Adjustment Event. For purposes of this Section 4(b)(iv), a "Penalty
      Adjustment Event" shall mean any of the following: (i) the failure by the
      Company to comply with the provisions of Section 4.2(a)(i) of the
      Debenture Purchase Agreement by October 31, 1996; (ii) the failure by the
      Company to comply with the provisions of Section 4.2(a)(ii) of the
      Debenture Purchase Agreement by January 31, 1997; (iii) the expiration of
      each non-overlapping ninety day period from and after January 31, 1997,
      that a Registration Statement (as defined in the Debenture Purchase
      Agreement) has not been effected; (iv) the holder is unable to sell any or
      all of such Common Stock under the Registration Statement for more than
      ninety days during any rolling 12 month period subsequent to the
      effectiveness of a Registration Statement, due to either stop orders
      issued by the Securities and Exchange Commission and/or suspensions in
      trading on advice of the Company's counsel or requested by the Company in
      order to amend or supplement, as the case may be, the Registration
      Statement and/or the prospectus contained therein (other than suspensions
      by the Company, the written notice of which is accompanied by a
      certificate signed by the President and at least 80% of the members of the
      Board of Directors of the Company and prepared in good faith stating that,
      in the good faith judgment of the Board of Directors of the Company it
      would be seriously detrimental to the Company for the holder to effect
      sales of shares of Common Stock included in the Registration Statement at
      such time and the reason therefor (it being understood by the holder that
      such reason may be material, non-public information)) (it being agreed and
      understood that, upon the occurrence of a Penalty Adjustment 



                                     - 7 -
<PAGE>
 
      Event by virtue of this clause (iv), no future one year period for purpose
      of this clause (iv) can start prior to the date of such Penalty Adjustment
      Event).

                  (v)   Deemed Issue of Additional Common Shares.

                        (A) Option and Convertible Securities. In the event the
            Company, at any time or from time to time after the Original Issue
            Date, shall issue any Options or Convertible Securities or shall fix
            a record date for the determination of holders of any class of
            securities entitled to receive any such Options or Convertible
            Securities, then the maximum number of shares of Common Stock (as
            set forth in the instrument relating thereto without regard to any
            provisions contained therein for a subsequent adjustment of such
            number) issuable upon the exercise of such Options or, in the case
            of Convertible Securities and Options therefor, the conversion or
            exchange of such Convertible Securities, shall be deemed to be
            Additional Common Shares issued as of the time of such issue or, in
            case such a record date shall have been fixed, as of the close of
            business on such record date, provided that in any such case in
            which Additional Common Shares are deemed to be issued:

                              (1) no further adjustment in the Trigger Price
                  shall be made upon the subsequent issue of Convertible
                  Securities or shares of Common Stock upon the exercise of such
                  Options or conversion or exchange of such Convertible
                  Securities;

                              (2) if such Options or Convertible Securities by
                  their terms provide, with the passage of time or otherwise,
                  for any increase or decrease in the consideration payable to
                  the Company, or in the number of shares of Common Stock
                  issuable upon the exercise, conversion or exchange thereof,
                  the Trigger Price computed upon the original issue thereof (or
                  upon the occurrence of a record date with respect thereto),
                  and any subsequent adjustments based thereon, shall, upon any
                  such increase or decrease becoming effective, be recomputed to
                  reflect such increase or decrease insofar as it affects such
                  Options or the rights of conversion or exchange under such
                  Convertible Securities;

                              (3) upon the expiration of any such Options or any
                  rights of conversion or exchange under such Convertible
                  Securities which shall not 



                                     - 8 -
<PAGE>
 
                  have been exercised, the Trigger Price computed upon the
                  original issue thereof (or upon the occurrence of a record
                  date with respect thereto), and any subsequent adjustments
                  based thereon, shall, upon such expiration, be recomputed as
                  if:

                                    (I) in the case of Convertible Securities or
                        Options for Common Stock, the only Additional Common
                        Shares issued were Common Stock, if any, actually issued
                        upon the exercise of such Options or the conversion or
                        exchange of such Convertible Securities and the
                        consideration received therefor was the consideration
                        actually received by the Company for the issue of all
                        such Options, whether or not exercised, plus the
                        consideration actually received by the Company upon such
                        exercise, or for the issue of all such Convertible
                        Securities which were actually converted or exchanged,
                        plus the additional consideration, if any, actually
                        received by the Company upon such conversion or
                        exchange, and

                                    (II) in the case of Options for Convertible
                        Securities, the only Convertible Securities issued were
                        Convertible Securities, if any, actually issued upon the
                        exercise of such Options, and the consideration received
                        by the Company for the Additional Common Shares deemed
                        to have been issued was the consideration actually
                        received by the Company for the issue of all such
                        Options, whether or not exercised, plus the
                        consideration actually received by the Company upon the
                        issue of the Convertible Securities with respect to
                        which such Options were actually exercised;

                              (4) no readjustment pursuant to clause (2) or (3)
                  above shall have the effect of increasing the Trigger Price to
                  an amount which exceeds the lower of (x) the Trigger Price on
                  the original adjustment date, and (y) the Trigger Price that
                  would have resulted from any issuance of Additional Common
                  Shares between the original adjustment date and such
                  readjustment for which no adjustment was made; and

                              (5) in the case of any Options which expire by
                  their terms not more than 60 days after the date of issue
                  thereof, no adjustment of the 



                                     - 9 -
<PAGE>
 
                  Trigger Price shall be made until the expiration or exercise
                  of all such Options.

                        (B) Intentionally omitted.

                  (vi) Determination of Consideration. For purposes of this
      Section 4(b), the consideration received by the Company for the issue of
      any Additional Common Shares shall be computed as follows:

                        (A) Cash and Property. Such consideration shall:

                              (1) insofar as it consists of cash, be computed at
                  the aggregate amount of cash received by the Company including
                  amounts paid or payable for accrued interest or accrued
                  dividends;

                              (2) insofar as it consists of property other than
                  cash, be computed at the fair value thereof at the time of
                  such issue, as determined in good faith by the Company's Board
                  of Directors (the "Board of Directors"); and

                              (3) in the event Additional Common Shares are
                  issued together with other shares or securities or other
                  assets of the Company for consideration so received, computed
                  as provided in clause (1) and (2) above, as determined in good
                  faith by the Board of Directors.

                        (B) Options and Convertible Securities. The
            consideration per share received by the Company for Additional
            Common Shares deemed to have been issued pursuant to Section
            4(b)(v), relating to Options and Convertible Securities, shall be
            determined by dividing:

                              (x) the total amount, if any, received or
                  receivable by the Company as consideration for the issue of
                  such Options or Convertible Securities, plus the minimum
                  aggregate amount of additional consideration (as set forth in
                  the instruments relating thereto, without regard to any
                  provision contained therein for a subsequent adjustment of
                  such consideration) payable to the Company upon the exercise
                  of such Options or the conversion or exchange of such
                  Convertible Securities, or in the case of Options for
                  Convertible Securities, the exercise of such Options for
                  Convertible Securities and the 


                                     - 10 -
<PAGE>
 
                  conversion or exchange of such Convertible Securities, by

                              (y) the maximum number of shares of Common Stock
                  (as set forth in the instruments relating thereto, without
                  regard to any provision contained therein or a subsequent
                  adjustment of such number) issuable upon the exercise of such
                  Options or the conversion or exchange of such Convertible
                  Securities.

                  (vii) Adjustments for Subdivisions, Stock Dividends, Stock
      Splits or Consolidation of Common Stock. In the event the outstanding
      Common Stock shall be subdivided (by stock dividend, stock split or
      otherwise), into a greater number of shares of Common Stock, the Trigger
      Price then in effect shall, concurrently with the effectiveness of such
      subdivision, be proportionately decreased. In the event the outstanding
      Common Stock shall be combined or consolidated, by reclassification or
      reverse stock split or otherwise, into a lesser number of shares of Common
      Stock, the Trigger Price then in effect shall, concurrently with the
      effectiveness of such combination or consolidation, be proportionately
      increased.

                  (viii) Continuation of Terms. Upon any reorganization,
      consolidation, merger or transfer (and any dissolution following any
      transfer) referred to in this Section 4(b)(viii) this Warrant Certificate
      shall continue in full force and effect and the terms hereof shall be
      applicable to the shares of stock and other securities and property
      receivable on the exercise of the Warrants after the consummation of such
      reorganization, consolidation or merger or the effective date of the
      dissolution following any such transfer, as the case may be, and shall be
      binding upon the issuer of any such stock or other securities, including,
      in the case of any such transfer, the person acquiring all or
      substantially all of the properties or assets of the Company, whether or
      not such person shall have expressly assumed the terms of this Warrant
      Certificate.

            (c) Reorganizations and Asset Sales. If any capital reorganization
or reclassification of the capital stock of the Company, or any consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation or a tender or exchange
offer for shares of Common Stock, or any liquidation of all or substantially all
of the Company's assets shall be effected in such a way that holders of Common
Stock shall be entitled to, or will upon the declaration of a liquidating
dividend, receive stock, securities or assets with 


                                     - 11 -
<PAGE>
 
respect to or in exchange for Common Stock, then the following provisions shall
apply:

                  (i) As a condition of such reorganization, reclassification,
      consolidation, merger, sale, tender offer, exchange offer or liquidation
      (except as otherwise provided below in this paragraph 4(c)), lawful and
      adequate provisions shall be made whereby each holder of Warrants shall
      thereafter have the right to receive upon the terms and conditions
      specified in this Warrant Certificate and in lieu of the Warrant Shares
      immediately theretofore receivable upon the exercise of each Warrant, such
      shares of stock, securities or assets as may be issued or payable with
      respect to or in exchange for a number of outstanding shares of such
      Common Stock equal to the number of Warrant Shares immediately theretofore
      so receivable had such reorganization, reclassification, consolidation,
      merger, sale, tender offer, exchange offer or liquidation not taken place,
      and in any such case appropriate provision shall be made with respect to
      the rights and interests of such holder to the end that the provisions
      hereof (including without limitation provisions for adjustments of the
      Exercise Price and the number of Warrants represented hereby) shall
      therefore be applicable, as nearly as may be, in relation to any shares of
      stock, securities or assets thereafter deliverable upon the exercise of
      these Warrants.

                  (ii) In the event of a merger or consolidation of the Company
      with or into another corporation as a result of which a number of shares
      of Common Stock of the surviving corporation greater or lesser than the
      number of shares of Common Stock of the Company outstanding immediately
      prior to such merger or consolidation are issuable to holders of Common
      Stock or the Company, then the Exercise Price in effect immediately prior
      to such merger or consolidation shall be adjusted in the same manner as
      though there were a subdivision or combination of the outstanding shares
      of Common Stock of the Company, and the number of Warrants represented
      hereby shall be proportionately adjusted for such adjustment in the
      Exercise Price.

            (d) Notice of Adjustment. Whenever the Exercise Price and/or the
number of Warrants represented hereby shall be adjusted as herein provided, or
the rights of Warrant holders shall change by reason of other events specified
herein, the Company shall compute the adjusted Exercise Price and the adjusted
number of Warrants represented hereby in accordance with the provisions hereof
and shall prepare a certificate signed by its President, Vice President,
Treasurer or Secretary setting forth the adjusted Exercise Price and number of
Warrants represented hereby or 


                                     - 12 -
<PAGE>
 
specifying the other shares of stock, securities or assets receivable as a
result of such change in rights, and showing in reasonable detail the facts and
calculations upon which such adjustments or other changes are based. The Company
shall promptly cause to be mailed to the holder of these Warrants copies of such
officer's certificate together with a notice stating that the Exercise Price
and/or the number of Warrants represented hereby, as the case may be, have been
adjusted and setting forth the adjusted Exercise Price and number of Warrants
represented hereby.

            (e) Notifications to Holders. In case at any time the Company
proposes:

                  (i)   to declare any dividend upon any class of
      stock other than preferred stock;

                  (ii) to make any special dividend or other distribution to the
      holders of any class of stock, other than dividends of Common Stock paid
      to holders of Common Stock;

                  (iii) to offer for subscription pro rata to the holders of its
      securities any additional securities or other rights;

                  (iv) to effect any capital reorganization, or reclassification
      of the capital stock of the Company, or consolidation or merger of the
      Company with another corporation, or sale or other disposition of all or
      substantially all of its assets; or

                  (v) to effect a voluntary or involuntary dissolution,
      liquidation or winding-up of the Company;

then, in any one or more of said cases, the Company shall give the holder of
these Warrants (A) at least twenty (20) days' (but not more than ninety (90)
days) prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of such issuance,
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, and (B) in the case of any such issuance,
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, at least twenty (20) days' (but not more than ninety
(90) days) prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (A) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of any securities shall be entitled thereto, and such notice
in accordance with the foregoing clause (B) shall also specify the date on which


                                     - 13 -
<PAGE>
 
the holders of any securities shall be entitled to exchange their securities for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, as the case may be.

            (f) Company to Prevent Dilution. If any event or condition occurs as
to which other provisions of this paragraph 4 are not strictly applicable or if
strictly applicable would not fairly protect the exercise or purchase rights of
these Warrants in accordance with the essential intent and principles of such
provisions, or which might materially and adversely affect the exercise or
purchase rights of the Warrant holders under any provision of these Warrants,
then the Company shall make an adjustment in the application of such provisions,
in accordance with such essential intent and principles, so as to protect such
exercise and purchase rights as aforesaid, and any adjustment necessary with
respect to the Exercise Price and the number of Warrants represented hereby so
as to preserve without dilution the rights of the holders of Warrants.

      5. Definitions. The terms defined in this paragraph, whenever used in this
Warrant Certificate, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified:

            (a) "Common Stock" shall mean and include the Company's Common
Stock, $.01 par value, and shall also include in case of any reorganization,
reclassification, consolidation, merger or sale of assets of the character
referred to in paragraph 4(c) hereof, the stock, securities or assets provided
for in such paragraph.

            (b) "Company" shall mean Memry Corporation and also include any
successor thereto with respect to the obligations hereunder, by merger,
consolidation or otherwise.

            (c) "Final Exercise Date" shall mean August 25, 2002; provided,
however, that the Final Exercise Date shall be extended two days for each day
(i) after October 31, 1996 that the Company fails to file the Registration
Statement, (ii) after January 31, 1997 that the Registration Statement has not
been declared effective by the Securities and Exchange Commission and/or (iii)
that the holder may not offer and sell the Warrant Shares under the Registration
Statement due to either stop orders issued by the Securities and Exchange
Commission and/or suspensions in trading on advice of the Company's counsel or
requested by the Company in order to amend or supplement, as the case may be,
the Registration Statement and/or the prospectus contained therein (other than
suspensions by the Company, the written notice of which is accompanied by a
certificate signed by the President and at least 80% of the members of the Board
of Directors of the Company and 


                                     - 14 -
<PAGE>
 
prepared in good faith stating that, in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company for
the holder to effect sales of shares of Common Stock included in the
Registration Statement at such time and the reason therefor (it being understood
by the holder that such reason may be material, non-public information)).

            (d) "Warrant Certificate" shall mean this instrument evidencing the
Warrants issued to the Warrant holder on this date.

            (e) "Warrants" shall mean the Warrants represented by this Warrant
Certificate and all Warrants issued in exchange, transfer or replacement or
hereof or thereof.

            (f) "Warrant Shares" shall mean the shares of Common Stock purchased
or purchasable by the holders of Warrants upon the exercise thereof pursuant to
paragraph 1.

            (g) "Warrant holder(s)" and "holder(s)" shall mean the registered
holder(s) of the Warrants.

      6. Exchange, Replacement and Assignability. This Warrant Certificate is
exchangeable, upon the surrender hereof by the holder hereof at the office or
agency of the Company described in paragraph 1, for new Warrant Certificates of
like tenor and date representing in the aggregate the right to purchase the
number of Warrant Shares which may be purchased hereunder, each of such new
Warrants to represent the right to purchase such number of Warrant Shares as
shall be designated by such holder hereof at the time of such surrender. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant Certificate or any such new Warrant Certificates
and, in the case of any such loss, theft or destruction, of a bond of indemnity
or other security satisfactory to the Company, or, in the case of any such
mutilation, upon surrender or cancellation of such mutilated Warrant
Certificate, the Company will issue to the holder hereof a new Warrant
Certificate of like tenor and date, in lieu of this Warrant Certificate or such
new Warrant Certificates, representing the right to purchase the number of
Warrant Shares which may be purchased hereunder. Subject to compliance with
paragraph 2 and the provisions of the Debenture Purchase Agreement, this Warrant
and all rights hereunder (including without limitation all registration rights)
are transferable in whole or in part upon the books of the Company by the
registered holder hereof in person or by duly authorized attorney, and a new
Warrant Certificate shall be made and delivered by the Company, of the same
tenor and date as this Warrant Certificate but registered in the name of the
transferee, upon surrender of this Warrant Certificate, duly endorsed, to the
office or agency of the Company. All expenses, taxes (other than stock transfer
taxes, which shall be the 


                                     - 15 -
<PAGE>
 
obligation of the Warrant holder) and other charges payable in connection with
the preparation, execution and delivery of Warrants pursuant to this paragraph 6
shall be paid by the Company.

      7. No Rights as Stockholder; Survival of Rights. Neither this Warrant
Certificate nor the Warrant represented hereby shall entitle the holder hereof
to any voting rights or any rights as a stockholder of the Company. The rights
and obligations of the Company, of the holder of these Warrants and of any
holder of Warrant Shares issued upon exercise of these Warrants shall survive
the exercise of these Warrants.

      8. Governing Law; Amendments and Waivers; Headings. The validity,
interpretation and performance of this Warrant Certificate and each of its terms
and provisions shall be governed by the laws of the State of Connecticut. No
provision of this Warrant Certificate may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
enforcement of the same is sought. The headings in this Warrant Certificate are
for purposes of reference only and shall not affect the meaning or construction
of any of the provisions hereof.

      9. Notices. Any notice or other document required or permitted to be given
or delivered to Warrant holders shall be delivered at, or sent by certified or
registered mail to each Warrant holder at, the address shown or to such other
address as shall have been furnished to the Company by such Warrant holder.
Any notice or other document required or permitted to be given or delivered to
the Company shall be delivered at, or sent by certified or registered mail to
the principal office of the Company at 57 Commerce Drive, Brookfield,
Connecticut 06804 Attention: President, or such other address as shall have been
furnished to the Warrant holders by the Company.


                                     - 16 -
<PAGE>
 
      IN WITNESS WHEREOF, Memry Corporation has caused this Warrant Certificate
to be signed by its duly authorized officer under its corporate seal, duly
attested by its authorized officer, and to be dated as of June 28, 1996.

                                    MEMRY CORPORATION

                                    By:/s/ James Binch
                                       ----------------------------------------
                                       Title: Chm, President & CEO

[Corporate Seal]

ATTEST:

/s/ Wendy A. Gavaghan
----------------------------------------
      Secretary

                                     - 17 -
<PAGE>
 
                               NOTICE OF ELECTION

                              TO: MEMRY CORPORATION

      The undersigned, the registered holder of Warrant Cert. No. 94-5A, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
Certificate for, and to purchase thereunder, ____________________ shares of
Common Stock of Memry Corporation and herewith makes payment of U.S.____________
therefor, and requests that the certificate for the Common Stock, which will be
issued in the following name, be delivered to the attention of the undersigned
at the following address:

                  --------------------------------------------

                  --------------------------------------------

                  --------------------------------------------




Date:______________________

                                         Name:______________________________

                                         By:________________________________

                                         Title:_____________________________


                                     - 18 -