EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of the 14th day of August, 2006, between Richard F. Sowerby (the Executive) and Memry Corporation, a Delaware corporation (the Company).

WITNESSETH,

WHEREAS, the Company and the Executive desire to enter into an employment agreement on the terms and conditions set forth below (this Agreement)

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the parties agree as follows:

1. Employment and Duties.

(a) The Company hereby agrees to employ the Executive, and the Executive hereby accepts employment, upon the terms and conditions set forth herein. During the period during which he is employed hereunder (the Period of Employment), the Executive shall diligently and faithfully serve the Company in the capacity of Chief Financial Officer and Treasurer, or in such other and/or lesser executive capacity or capacities as the Board of Directors and the Executive may, from time to time, agree.

(b) During the Period of Employment hereof, the Executive shall, at the request of the Company, serve as an officer and/or director of direct and indirect subsidiaries, and other affiliates, of the Company as the Company, acting through its Board of Directors, shall request from time to time.

(c) The Executive shall devote his best efforts and substantially all of his business time, services and attention to the advancement of the Companys business and interests during the Period of Employment. The restrictions in this Section 1 shall in no way prevent the Executive from (except as set forth in the immediately succeeding sentence) pursuing other activities, so long as all of such other activities do not, in the aggregate, materially interfere with the Executives duties hereunder (including his obligation to devote substantially all of his business time, services and attention to the Company). Notwithstanding the foregoing, however, the Executive shall not accept any outside directorships during the Period of Employment without the prior consent of the Companys Board of Directors.

(d) The Executive shall, at all times during the Period of Employment, diligently and faithfully carry out the policies, programs and directions of the Board of Directors of the Company and the Companys senior management. The Executive shall comply with the directions and instructions made or given by or under the authority of the Companys Chief Executive Officer and/or its Board of Directors and whenever requested to do so shall give an account of all transactions, matters and things related to the Company and its affiliates and their affairs with which the Executive is entrusted.

2. Term. The initial term of this Agreement shall commence on the date hereof, and shall terminate on August 13^th of the following year (the Initial Term). Thereafter, the term of this Agreement shall be automatically renewed for successive one-year periods, each commencing on the month and day of this Agreement in the appropriate year and terminating on the day before such date in the subsequent year, unless either party notifies the other in writing of such partys intention not to renew at least ninety (90) days prior to the date on which the term of this Agreement would otherwise terminate. The Initial Term and such other periods for which the term hereof has been extended as aforesaid is collectively referred to herein as the Term. In the event the Company elects not to renew this Agreement at the end of any Term, then the Company shall pay to the Executive (i) the Executives base salary for a period of six (6) months following termination of this Agreement, as and when the same would otherwise be due (including continuation of employee health insurance as provided to active employees), and (ii) an amount equal to 50% of the Executives bonus described in Section 3(b) payable for the fiscal year in which such non renewal occurs, in one lump sum when it would otherwise be payable; provided, however, that such payment shall not be paid by the Company if such non-renewal is for cause (as defined below).

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