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                                                                   Exhibit 10.40

                          SECURITIES PURCHASE AGREEMENT

                                MEMRY CORPORATION

                                  June 14, 1996
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                          SECURITIES PURCHASE AGREEMENT

      THIS SECURITIES PURCHASE AGREEMENT ("Agreement") is made as of the 14th
day of June, 1996 by and between MEMRY CORPORATION, a Delaware corporation (the
"Company"), and Wendy A. Gavaghan (the "Investor").

      THE PARTIES HEREBY AGREE AS FOLLOWS:

      1.    Purchase and Sale of Securities.

            1.1. Sale and Issuance of Securities. Subject to the terms and
conditions of this Agreement, on the Closing Date (defined below) the Investor
agrees to purchase and the Company agrees to sell and issue to the Investor Five
Thousand Eight Hundred and Eighty Three (5,883) shares of the Company's Common
Stock for a purchase price of Five Thousand and Fifty Five Hundredths Dollars
($5,000.55), being $0.85 per share (the "Closing"). The shares of the Company's
Common Stock purchased pursuant to this Section 1.1 are hereinafter referred to
as the "Shares" and the "Securities," and the purchase price paid pursuant to
this Section 1.1 is hereinafter referred to as the "Purchase Price."

            1.2   Closing.

            (a) The Closing shall take place at the offices of the Company,
Brookfield, Connecticut, no later than June 14, 1996 (the "Closing Date"), or by
such other method as agreed upon by the parties.

            (b) Promptly after the Closing, the Company shall deliver to the
Investor a certificate representing the appropriate number of shares of Common
Stock which the Investor is purchasing against delivery to the Company by such
Investor of a check in the amount of the applicable portion of the Purchase
Price to be paid at such Closing.

      2. Representations and Warranties of the Investor. Investor hereby
represents and warrants to the Company, and acknowledges and intends that the
Company rely thereon, as follows:

            (a) Investor is an "accredited investor" within the meaning of Rule
501(a) of the Securities Act of 1933, as amended (the "Act"), and qualifies as
such under Rule 501(a)(6) of the Act.

            (b) Investor will not sell, assign, pledge, transfer, or otherwise
dispose of, whether directly or indirectly, all or any portion of the Securities
purchased hereby to any person or entity without complying with applicable
securities laws;
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            (c) Investor is acquiring the Securities for Investor's own account,
for investment purposes only and not with a view to any distribution of such
Securities;

            (d) Investor acknowledges and agrees that the Company has informed
Investor that the Securities are not registered under any securities laws, and
therefore that (absent registration under or exemption from applicable
securities laws) the Securities are subject to substantial restrictions on
transfer and the Securities may not be transferred for an indefinite period of
time;

            (e) Investor has investigated the purchase of the Securities to the
extent Investor deems necessary or desirable, and the Company has provided
Investor with any assistance in connection therewith which Investor has
requested. Investor has such knowledge and experience in financial and business
matters that Investor is capable of evaluating the merits and risks of the
acquisition of the Securities and of making an informed investment decision with
respect thereto and Investor has the ability to bear the economic risk of an
investment in the Company and to withstand a complete loss of its investment.
Investor is financially able to hold the Securities for an indefinite period of
time;

            (f) Investor is not relying on the Company or any of its directors,
officers, employees, or agents for guidance with respect to tax and other
applicable laws of any jurisdiction, or other economic considerations, and
Investor has been furnished by the Company with all information Investor has
deemed necessary or appropriate in order to form an informed investment decision
concerning the purchase of the Securities. Investor has been afforded an
opportunity to ask questions of and receive answers from representatives of the
Company concerning the terms and conditions of Investor's purchase of the
Securities and has been afforded the opportunity to obtain any additional
information (to the extent that the Company had such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of information otherwise furnished by the Company;

            (g) Investor understands that no United States federal or state
agency or any agency of any other government has passed upon or made any
recommendation or endorsement of any investment in the Company;

            (h) Investor has not been organized for the purpose of purchasing
the Securities;

            (i)   Investor is a resident of Connecticut; and
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            (j) Investor understands that the certificates evidencing the
Securities will bear a legend stating in substance:

            "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
      REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH
      ACT OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
      TO THE COMPANY THAT SUCH SALE, OFFER FOR SALE, PLEDGE, HYPOTHECATION OR
      OTHER DISPOSITION DOES NOT VIOLATE THE PROVISIONS OF SUCH ACT OR UNLESS
      SOLD PURSUANT TO RULE 144 OF SUCH ACT."

provided, however that the Company agrees to cause such legend to be removed
from any certificates representing the Securities after such Securities have
been transferred pursuant to an effective registration under the Act or an
available exemption under Section 4(1) of the Act, or Rule 144 promulgated
thereunder.

      3.    Piggy-back Registration Rights.

            3.1 Right to Piggy-back. If at any time prior to the second
anniversary hereof the Company proposes to file a registration statement in
order to register any of its equity securities (as defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) under the Act (other than
in connection with a merger, and acquisition or an offering of securities under
and employee benefit plan), and the registration form to be used may be used for
the registration (a "Piggy-Back Registration") of the Securities, the Company
will give prior written notice to all registered holders of the Securities of
its intention to effect such a registration and will, subject to Sections 3.2
and 3.3 hereof, include in such registration all Securities with respect to
which the Company has received written requests for inclusion therein within 20
days after the receipt of the Company's notice. Notwithstanding the foregoing,
the Company shall have the right at any time after it shall have given written
notice pursuant to this Section 3.1 (irrespective of whether a written request
for inclusion of any Securities shall have been made) to elect not to file any
such proposed registration statement or to withdraw the same after the filing
but prior to the effective date thereof.

            3.2    Limitation on Inclusion.

                  (a) If the registration of which the Company gives notice
pursuant to Section 3.1 is for an underwritten offering, the 
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Company shall not be required to include Securities of any holder in such
underwriting unless such holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters selected by it, and then only in
such quantity as will not, in the opinion of the underwriters, jeopardize the
success of the offering by the Company. Notwithstanding any provision of this
Section 3 to the contrary, if the underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten or determines
that any other limitation is advisable, the underwriter may exclude or otherwise
limit the number of Securities to be included in the registration and
underwriting. The Company shall so advise all holders of Securities (except
those holders who have not indicated to the Company their decision to distribute
any of the Securities through such underwriting), and the number of Securities
that may be included in such registration and underwriting, if any, shall be
allocated among such holders of Securities in proportion, as nearly as
practicable, to the respective amounts of Securities requested to be registered
by such holders or otherwise as the underwriter or the Company shall advise. No
Securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If any holder of
Securities disapproves of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company and the underwriter. The
Securities so withdrawn from such underwriting shall also be withdrawn from such
registration.

                  (b) The Investor agrees and acknowledges that current or
future holders of other securities of the Company may have registration rights
that are more favorable than those set forth herein and that such holders may be
subject to lesser or no underwriter's marketing limitations.

            3.3 Two Piggy-Back Registrations Only. The Company shall only be
obligated to offer the opportunity for two Piggy-Bank Registrations, pursuant to
this Section 3, with respect to all Securities.

            3.4 Expenses of Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings, or
qualifications pursuant to Section 3.1, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, transportation expenses, mailing
expenses, and the fees and disbursements of one counsel selected by the selling
holders of Securities to represent them shall be borne and paid by the Company.
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            3.5   Obligations of Selling Holders.

                  (a) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 3.5 with respect to the
Securities of any selling holder that such holder shall furnish to the Company
in writing such information regarding itself, the Securities held by it, and the
intended method of disposition of such Securities as shall be required to effect
the registration of such holder's Securities.

                  (b) The holders of Securities included in a registration
statement pursuant to Section 3.1 hereof will not (until further notice) effect
sales thereof after receipt of telegraphic or written notice from the Company to
suspend sales to permit the Company to correct or update a registration
statement or prospectus.

            3.6 Opinion of Counsel as Alternative. The registration rights
granted to the holders of Securities under this Section 3 shall be subject to
the condition that any registration of Securities proposed to be effected need
not be effected if the Company shall deliver to the holders requesting such
registration an opinion satisfactory to such holders and their counsel to the
effect that the proposed disposition for which registration was requested does
not require registration under the Act.

            3.7 Company's Registration Obligations. Whenever the Company is
required to register any Securities pursuant to the terms hereof, the Company
will use its best efforts to effect the registration for sale of such Securities
in accordance with the intended method of disposition thereof and pursuant
thereto the Company will as expeditiously as reasonably possible:

            (a) Prepare and file with the Securities and Exchange Commission
(the "Commission") a registration statement covering such Securities, and use
its best efforts to cause such registration statement to become effective and to
remain effective as provided herein;

            (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until distribution is completed, but in any event for no longer than one hundred
eighty (180) days subsequent to the effective date of such registration in the
case of a registration statement on Form SB-2 (or any similar form of
registration statement) required to set forth substantially 
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identical information) and for no longer than one hundred twenty (120) days in
the case of a registration statement;

            (c) Furnish to the Investor or, as applicable, holders of Securities
such number of copies of a prospectus, including a preliminary prospectus, in
conformity with the Act, and such other documents as the Investor or, as
applicable, holders of Securities may reasonably request;

            (d) Use its best efforts to register and qualify the Securities
covered by such registration statement under such securities or blue sky laws of
such jurisdictions as may reasonably be requested by the Investor or, as
applicable, the holders of Securities to effect such registration or, as
applicable, to enable the holders of Securities to consummate the disposition in
such jurisdictions of the Securities owned by such seller, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify generally to do business or to file a general consent to service of
process in any such states or jurisdictions;

            (e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering (each holder of Securities
participating in such underwriting shall also enter into and perform its
obligations under such an agreement);

            (f) Notify the Investor or, as applicable, each holder of Securities
covered by such registration statement and each underwriter thereof, if any, of
the effectiveness of such registration statement and, at any time when a
prospectus relating thereto is required to be delivered under the Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements made therein not misleading in the light of the
circumstances then existing, and at the request of the Investor or, as
applicable, any such holder of Securities or underwriter promptly prepare and
furnish to the Investor or, as applicable, such holder of Securities or
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that such prospectus shall not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing; and
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            (g) Furnish, at the request of the Investor, or as applicable, any
holder of Securities, on the date that the Investor's or such Holder's
Securities are delivered to the underwriters for sale in connection with a
registration pursuant to Section 3.2 hereof, if such securities are being sold
through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to the underwriters in an underwritten public
offering, addressed to the Investor or, as applicable, underwriters, if any, and
to the holders of Securities and (ii) a letter, dated such date, from the
independent public accountants of the Company, in form and substance as is
customarily given by independent public accountants to underwriters in an
underwritten public offering, addressed to the Investor or, as applicable, the
underwriters, if any, and to the holders of Securities; provided, however, that
the Company will only bear the cost of obtaining the comfort described in (i)
and (ii) above on the first two occasions thereof, and notwithstanding anything
to the contrary contained elsewhere herein the Investor will be required to bear
the costs of obtaining such comfort on all subsequent occasions.

            3.8 Delay of Registration. No holder of Securities shall have any
right to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 3.

            3.9 Indemnification. In the event any Securities are included in a
registration statement under this Section 3:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless the Investor, any holder of Securities requesting to join in
such registration, any underwriter (as defined in the Act) for such holder and
each person, if any, who controls such Holder of Securities or underwriter
within the meaning of the Act or the Exchange Act, and each officer, director or
agent of such holder against any losses, claims, damages, or liabilities (joint
or several) to which they, or any of them, may become subject under the Act, the
Exchange Act or any other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in the relevant registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a
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material fact required to be stated therein, or necessary to make the statements
made therein not misleading, or (iii) any violation or alleged violation by the
Company of the Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law applicable to the Company in connection with any such
registration; and the Company will pay to the Investor or each such holder of
Securities, underwriter, controlling person, officer, director or agent, as
incurred, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided however, that the indemnity agreement contained in this Section
3.9(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such holder of
Securities, underwriter, controlling person, officer, director or agent.

                  (b) To the extent permitted by law, the Investor and any
holder of Securities will indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the Company within the meaning of the Act, any
underwriter, any other holder of Securities selling securities in such
registration statement and any controlling person of any such underwriter or
other holder, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by the Investor or any holder of Securities, as
applicable, expressly for use in connection with such registration; and the
Investor or any such holder of Securities, as applicable, will pay, as incurred,
any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Section 3.9(b) in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this Section 3.9(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Investor or 
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any holder of Securities, as applicable, which consent shall not be unreasonably
withheld.

                  (c) Promptly after receipt by an indemnified party under this
Section 3.9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 3, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnified party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 3.9, but omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 3.9.

                  (d) The obligations of the Company and holders of Securities
under this Section 3.9 shall survive the completion of any offering of
Securities in a registration statement under this Section 3, and otherwise.

            3.10 Reports Under Securities Exchange Act of 1934. With a view to
making available to the holders of Securities the benefits of Rule 144
promulgated under the Act ("Rule 144") and any other rule or regulation of the
Commission that may at any time permit a holder of Securities to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-3, Form S-2, or such other registration form under the Act
subsequently adopted by the Commission which permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company
with the Commission (collectively, the "Forms"), the Company agrees on and after
the Closing to:

                  (a) Make and keep public information available, as those terms
are understood and defined in Rule 144;
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                  (b) Use its best efforts to enable the holders of Securities
to utilize the Forms for the sale of their Securities;

                  (c) File with the Commission in a timely manner all reports
and other documents required of the Company under the Act and the Exchange Act;
and

                  (d) Furnish to any holder of Securities, if and so long as
such holder owns Securities representing one percent (1%) or more of the
Company's Common Stock, (i) forthwith upon request a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Act and the Exchange Act (to the extent that the Company has so complied), or
that it qualifies as a registrant whose securities may be resold pursuant to any
of the Forms (at any time after it so qualifies), (ii) substantially
concurrently with the filing thereof, copies of the annual and quarterly reports
of the Company filed with the Commission and such other reports and documents so
filed by the Company, (iii) as soon as they shall become available to the
Company, any and all audited financial statements of the Company and management
letters from the Company's independent auditors and the Company's response
thereto, and (iv) such other information as may be reasonably requested in
availing any holder of Securities of any rule or regulation of the Commission
which permits the selling of any such securities without registration or
pursuant to such form.

            3.11 Assignment of Registration Rights. The rights to cause the
Company to register Securities pursuant to Section 3.1 hereof may be assigned by
a holder of Securities to a transferee or assignee of such Securities provided
the Company is, prior to or simultaneously with such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
Securities with respect to which such registration rights are being assigned;
and provided, further, that such assignment shall be effective only if
immediately following such transfer the further disposition of such Securities
by the transferee or assignee is restricted under the Act.

            3.12 Amendment of Registration Rights. Any provision of this Section
3 may be amended and the observance thereof may be waived (either generally or
in a particular instance and either retroactively or prospectively) only with
the written consent of the Company and the holders of a majority of the
Securities then outstanding. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any Securities purchased
under this Agreement at the time outstanding, each future holder of all such
Securities, and the Company.
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      4.    Miscellaneous.

            4.1 Survival of Warranties. The warranties, representations and
covenants of the Company and Investor contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of the Investor or the Company.

            4.2 Successors and Assigns. The terms and conditions of this
agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

            4.3 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Connecticut as applied to agreements among
Connecticut residents entered into and to be performed entirely within
Connecticut.

            4.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            4.5 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this agreement.

            4.6 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given (i) upon personal delivery to the party to be notified, (ii)
48 hours after deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties, (iii) upon transmission of a confirmed telecopy to such party
at a telecopier number furnished by such party for such purpose, or (iv) upon
delivery to such address by Federal Express or other courier service.

            4.7 Finder's Fee. Each party represents that it neither is nor will
be obligated for any finder's fee or commission in 
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                                     - 12 -


connection with this transaction. The Company agrees to indemnify and hold
harmless the Investor, and the Investor agrees to indemnify and hold harmless
the Company, from any liability for any commission or compensation in the nature
of a finder's fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company, or the Investor, as the
case may be, or any of their respective officers, employees or representatives
is responsible.

            4.8 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the outstanding Securities. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder of any
Securities purchased under this Agreement at the time outstanding, each future
Holder of all such Securities and the Company.

            4.9 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.

            4.10  Indemnification.

                  (a) The Company shall, with respect to the representations,
warranties, covenants and agreements made by the Company herein, indemnify,
defend and hold the Investor harmless against all liability, loss or damage,
together with all reasonable costs and expenses related thereto (including legal
and accounting fees and expenses), arising from the untruth, inaccuracy or
breach of any such representations, warranties, covenants or agreements of the
Company.

                  (b) The Investor shall, with respect to the representations,
warranties, covenants and agreements made by the Investor herein, indemnify,
defend and hold the Company harmless against all liability, loss or damage,
together with all reasonable costs and expenses related thereto (including legal
and accounting fees and expenses), arising from the untruth, inaccuracy or
breach of any such representations, warranties, covenants or agreements of the
Investor.

            4.11 Remedies. In case any one or more of the covenants and/or
agreements set forth in this Agreement shall have been breached by the Company,
the Investor may proceed to protect and 
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                                     - 13 -


enforce its or their rights either by suit in equity and/or by action at law,
including, but not limited to, an action for damages as a result of any such
breach and/or an action for specific performance of any such covenant or
agreement contained in this Agreement. A party acting pursuant to this Section
4.11 shall be indemnified against all liability, loss or damage, together with
all reasonable costs land expenses related thereto (including legal and
accounting fees and expenses) in accordance with Section 4.10.

            4.12 Nouns and Pronouns. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice versa.

            4.13 Information to be Provided by Investor. Investor agrees to
provide to the Company such information as the Company may reasonably request in
order to make accurate and timely required filings and disclosures to its
stockholders and to federal, state and self-regulatory agencies.

            4.14 Confidentiality. Any information provided to Investor pursuant
to this Agreement shall be used by the Investor solely for, and will only be
disclosed to Investor's officers, employees, agents and professional advisors
who need to know such information and who will use such information solely for,
the purpose of evaluating the Investor's investment in the Company and in
furtherance of its interests as an investor in the Company, and the Investor
will, and will cause such officers, employees, agents and professional advisors
to, maintain the confidentiality of all non-public information of the Company
obtained pursuant to this Agreement which is designated by the Company as
confidential and which could not otherwise be legally and legitimately obtained
by the Investor.
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                                     - 14 -


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                          MEMRY CORPORATION
                                          Address:
                                          57 Commerce Drive
                                          Brookfield, Connecticut  06804

                                          By:/s/ James G. Binch
                                             ----------------------------------
                                             James G. Binch, President

                                          INVESTOR
                                          Address:
                                          312 Popes Island Road

                                          Milford, Connecticut  06460

                                          /s/ Wendy A. Gavaghan
                                          -------------------------------------
                                          Name:  Wendy A. Gavaghan