0000950130-95-002073 Sample Contracts

W I T N E S S E T H: --------------------
Escrow Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types
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EXHIBIT 10.57 REAFFIRMATION OF GUARANTY -------------------------
Guaranty • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types
WITNESSETH:
Convertible Subordinated Debenture Purchase Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types
Harbour Holdings Limited Partnership 1281 Main Street Stamford, Connecticut 06902
Stock Conversion Agreement • October 13th, 1995 • Memry Corp • Machine tools, metal cutting types

Reference is made to the 124 shares of Series A Preferred Stock, par value $1.00 per share, (the "Series A Shares"), and the 250 shares of Series B Preferred Stock, par value $1.00 per share (the "Series B Shares," and collectively with the Series A Shares, the "Preferred Shares"), of Memry Corporation ("Memry") that are owned by Harbour Holdings Limited Partnership ("Harbour") as of the date hereof. Harbour hereby agrees that simultaneously with the execution of this letter agreement it will convert all of the Series A Shares into 424,426 shares of Common Stock, par value $0.01 per share, of Memry ("Common Stock") and will convert all of the Series B Shares into 312,500 shares of Common Stock. By execution of this letter agreement, Memry agrees to issue to Harbour, as payment in full of accrued dividends to date in the amount of $598,000 with respect to Preferred Shares, 747,500 shares of Common Stock, representing a per share price of $0.80, and Harbour agrees to accept such issuance

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