SETTLEMENT AGREEMENT AND MUTUAL RELEASE

A.

Consideration.  In consideration for this Settlement Agreement and the agreements and mutual releases contained herein, Memry is, simultaneously with the execution and delivery hereof, paying Kentucky Oil the total sum of $3,500,000.00. The payment is being made in cash by wire transfer to counsel for Kentucky Oil simultaneously with the execution and delivery of signed counterparts of this Settlement Agreement. Counsel for Kentucky Oil will deliver the payment to Kentucky Oil upon the filing of a Stipulation for Dismissal with prejudice further described in Section G of this Settlement Agreement. Kentucky Oil will accept any tax liability that might be associated with this payment. Memry makes no representations or warranties regarding any tax liability, if any, that might be associated with this payment or any of the terms of this Settlement Agreement. The parties agree that neither Memry nor any of the other Memry-Related Parties (as hereinafter defined) has any responsibility for any tax liability which may arise from this Settlement Agreement.

B.

a.

Effective upon the execution and delivery hereof (referred to herein as the “Effective Time”), Memry hereby assigns its remaining rights under the Development Agreement to Kentucky Oil. Kentucky Oil agrees and acknowledges that, by doing so, Memry in no way is assigning or transferring any Background IP Rights, Unrelated IP Rights or Development Program IP Rights (all as defined in the Development Agreement) or any other intellectual property rights that Memry did not obtain pursuant to the Development Agreement.

b.

Effective upon the Effective Time, Memry assigns to Kentucky Oil its remaining rights under the two License Agreements (the “License Agreements”) entered into between Memry and STC in connection with the Development Agreement and in the respective forms of Exhibits B and B-1 thereto.

c.

Such assignments are without representation and warranty. Kentucky Oil agrees and acknowledges that, pursuant to a separate Settlement Agreement and Release being entered into substantially simultaneously herewith with STC (the “STC Settlement Agreement”), all known and unknown claims existing against Memry on the date hereof under and pursuant to the Development Agreement and the License Agreements are being released, and that STC is consenting to the assignment by Memry to Kentucky Oil of Memry’s remaining rights under the Development Agreement and the License Agreements. Memry shall have no past or future liability for any failure of STC or any other party to make any payments under the Development Agreement and/or the License Agreements.

d.

Memry hereby acknowledges the existence of and the exclusive ownership by Kentucky Oil or its assignee of: (1) the published PCT Application No. WO 98/32412; (2) United States Patent Nos. 6,488,702, 6,772,836, 6,799,637, 7,185,709 and 7,398,831; and (3) the foreign patents related to the foregoing PCT Application listed on Attachment IV. Memry agrees not to infringe upon, or claim ownership of, the inventions covered by the valid claims of these patents, and any valid claims of any patents that subsequently issue to Kentucky Oil directly related to the application described in clause (1) above. Notwithstanding anything in this subsection to the contrary, however, nothing contained herein shall prevent Memry (i) from making, using, offering for sale, selling or claiming ownership of any technology that is not covered by the valid claims of the aforesaid patents and application and/or (ii) challenging the validity of any and/or all of the claims of the above-referenced patents and/or application in any proceeding.

C.

a.

The Secrecy Agreement, dated October 28, 1998, is terminated and all rights and obligations therein are extinguished and released.

b.

The Collaboration Agreement, dated June 9, 1999, is terminated and all rights and obligations therein are extinguished and released. The parties agree and acknowledge that AMT (as defined below) has agreed to this in the Mutual Release and Agreement (as defined below).

D.

a.

Kentucky Oil alleged a Fifth Counterclaim for joinder of Besselink as co-inventor of certain United States patents, and on May 2, 2008 filed a motion [Docket 1165] seeking dismissal of that Counterclaim without prejudice as to United States Patent Nos. 6,772,836 (the “‘836 Patent”), 6,799,637 (the “‘637 Patent”), and 7,185,709 (the “‘709 Patent”) and with prejudice as to the seven other patents identified in that Counterclaim.

b.

On July 16, 2008, the United States District Court for the Northern District of California filed an Order [Docket 1187] in which it, inter alia, dismissed Kentucky Oil’s Fifth Counterclaim as against both Memry and STC, without prejudice as to the ‘836, ‘637, and ‘709 Patents and with prejudice as to the seven remaining patents identified in that Counterclaim, provided that Kentucky Oil, within five Court days of the entry of that Order, provided Memry a written covenant not to file a lawsuit against Memry under 35 U.S.C. § 256 for correction of inventorship of the ‘836, ‘637, and ‘709 Patents, in the form attached as Exhibit A to the proposed Order;

c.

On July 16, 2008, Kentucky Oil provided Memry with a written covenant not to file a lawsuit against Memry under 35 U.S.C. § 256 for correction of inventorship of the ‘836, ‘637, and ‘709 Patents;

d.

Kentucky Oil, MMH, and Besselink hereby covenant not to sue Memry under 35 U.S.C. § 256 for correction of inventorship of the ‘836, ‘637, and ‘709 Patents, and United States Patent No. 7,398,831, as well as any related patents that could have been brought in the Lawsuit.

e.

This covenant not to sue is binding on any officers, partners, agents, employees, former employees, shareholders, owners, successors and assigns of Kentucky Oil, MMH, and Besselink. This covenant not to sue by way of illustration is binding on USI, van Moorleghem and George Shukov.

f.

This covenant not to sue shall apply to any officers, partners, agents, employees, former employees, shareholders, owners, successors and assigns of Memry acting for, by, or through Memry. This covenant not to sue shall also apply to any direct and/or indirect subsidiaries of Memry and any affiliated companies of Memry.

g.

This covenant is in addition to, and not in substitution of, the previously granted covenant not to sue annexed hereto as Attachment II.

E.

No Obligation to Maintain. Memry has no obligation to USI or any of the Kentucky Oil Parties to prosecute or maintain any intellectual property.

F.

Transfers As Is. The assignments of Memry’s right to certain royalties under the Development Agreement with STC made pursuant to this Settlement Agreement are made “as is” and without any representations or warranties whatsoever, except as expressly set forth herein.

G.

Dismissal of the Lawsuit. Concurrently with the execution hereof, the parties hereto shall execute a Stipulation of Dismissal pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure in the form of Attachment 1 hereto, dismissing the Lawsuit with prejudice with each side to bear its own costs and attorneys’ fees and with all rights of appeal waived. Promptly upon the execution and delivery of signed counterparts of this Settlement Agreement, Kentucky Oil shall file the Stipulation of Dismissal with the Court in which the Lawsuit is pending.

H.

a.

Release of Memry. The Kentucky Oil Parties and USI each release Memry, and its officers, directors, shareholders, divisions, business units, members, managers, parents, subsidiaries, affiliates, predecessors, successors, representatives, agents, servants, employees, attorneys, accountants, investors, and insurers (collectively, the “Memry-Related Parties”), of and from any and all known and unknown actions, causes of action, claims, demands, damages, costs, losses, expenses, liabilities, attorneys’ fees, and debts whatsoever, under statutory law or regulation, at common law or in equity of any jurisdiction, including, without limitation, those relating to the Lawsuit, that any of the Kentucky Oil Parties or USI has, did have, or may have against any of the Memry-Related Parties from the beginning of time to the date of this Settlement Agreement (the “KOT Released Claims”). The parties agree and acknowledge that this release extinguishes all claims of the Kentucky Oil Parties and USI against the Memry-Related Parties, whether such claims are asserted by the Kentucky Oil Parties or USI or by their officers, directors, shareholders, divisions, business units, members, managers, parents, subsidiaries, affiliates, predecessors, successors, representatives, agents, servants, employees, attorneys, accountants, investors, and insurers.

b.

Release of Kentucky Oil Parties and USI. Memry releases each of the Kentucky Oil Parties, and USI, and their officers, directors, shareholders, divisions, business units, members, managers, parents, subsidiaries, affiliates, predecessors, successors, representatives, agents, servants, employees, attorneys, accountants, investors, and insurers (such persons and entities, including the Kentucky Oil Parties being referred to herein collectively as the “Kentucky Oil-Related Parties”) of and from any and all known and unknown actions, causes of action, claims, demands, damages, costs, losses, expenses, liabilities, attorneys’ fees, and debts whatsoever, under statutory law or regulation, at common law or in equity of any jurisdiction, including, without limitation, those relating to the Lawsuit, that Memry has, did have, or may have against any of the Kentucky Oil-Related Parties from the beginning of time to the date of this Settlement Agreement (the “Memry Released Claims”). The parties agree and acknowledge that this release extinguishes all claims of Memry against the Kentucky Oil-Related-Parties, whether such claims are asserted by Memry or by its officers, directors, shareholders, divisions, business units, members, managers, parents, subsidiaries, affiliates, predecessors, successors, representatives, agents, servants, employees, attorneys, accountants, investors, and insurers.

c.

Unknown Claims. As further consideration and inducement for this compromise settlement, the parties each understand and agree that the releases contained in this Section H apply to all unknown and unanticipated claims or demands of any type whatsoever, and the parties expressly waive the benefits of California Civil Code § 1542, which states:

d.

Warranty of No Transfer. Each of the parties represents and warrants that it is the sole owner of the claims it is releasing in this Section H, that no other person has any interest in any of those claims, and that it has not sold, assigned, or otherwise transferred any interest in those claims to any third party.

e.

No Release by AMT. The releases set forth in this Section H do not release any claims of any sort by or against AMT, N.V. (“AMT”), except for those claims that originated as claims of the Kentucky Oil Parties and/or USI that may have been transferred or are subsequently transferred to AMT. Nothing in this Settlement Agreement in any way limits or nullifies any prior releases granted by AMT and/or van Moorleghem.

f.

van Moorleghem Release. The parties to this Settlement Agreement agree and acknowledge the separate Settlement Agreement and Mutual Release, in the form of Attachment III (the “Mutual Release and Agreement”), being executed and delivered by van Moorleghem, AMT and Memry in connection herewith.

I.

a.

Memry Representations and Warranties. Memry hereby represents and warrants to the Kentucky Oil Parties and USI as follows:

i.

Memry is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

ii.

Memry has requisite corporate power and authority to enter into this Settlement Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Settlement Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized on behalf of Memry and no other corporate proceedings on the part of Memry are necessary to authorize the consummation of the transactions contemplated hereby. This Settlement Agreement has been duly and validly executed and delivered by Memry and, assuming this Settlement Agreement constitutes the valid and binding agreement of each of the Kentucky Oil Parties, constitutes the valid and binding agreement of Memry, enforceable against Memry in accordance with its terms, except that (y) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (z) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”).

iii.

No authorization, consent or approval of, or filing with, any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”) is necessary, under applicable law, for the consummation by Memry of the transactions contemplated by this Settlement Agreement, except for filings required to be made under U.S. securities laws after the Effective Time.

iv.

The execution and delivery by Memry of this Settlement Agreement does not, and the consummation of the transactions contemplated hereby and compliance by Memry with the provisions of this Settlement Agreement will not, conflict with or violate any applicable laws.

b.

The Kentucky Oil Parties, USI and van Moorleghem, jointly and severally, hereby represent to Memry as follows:

i.

USI and each of the Kentucky Oil Parties that is not a natural person is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.

ii.

USI and each of the Kentucky Oil Parties that is not a natural person has requisite power and authority to enter into this Settlement Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Settlement Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized on behalf of USI and each of the Kentucky Oil Parties that is not a natural person and no other corporate or other proceedings on the part of any such Kentucky Oil Party are necessary to authorize the consummation of the transactions contemplated hereby. This Settlement Agreement has been duly and validly executed and delivered by each Kentucky Oil Party and, assuming this Settlement Agreement constitutes the valid and binding agreement of Memry, constitutes the valid and binding agreement of USI and each Kentucky Oil Party, enforceable against USI and each Kentucky Oil Party in accordance with its terms, except for the Bankruptcy and Equity Exception.

iii.

No authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable law, for the consummation by USI and each of the Kentucky Oil Parties of the transactions contemplated by this Settlement Agreement.

iv.

The execution and delivery by USI, van Moorleghem and each of the Kentucky Oil Parties of this Settlement Agreement does not, and the consummation of the transactions contemplated hereby and compliance by USI, van Moorleghem and each of the Kentucky Oil Parties with the provisions of this Settlement Agreement will not, conflict with or violate any applicable laws.

v.

Kentucky Oil is the sole successor in interest to MMH for all of its rights, title and interest in the Secrecy Agreement and to USI for all of its rights, title and interest in the Collaboration Agreement.

vi.

van Moorleghem is not the principal executive officer of AMT, nor does he own or control a majority of the voting interests therein.

J.

a.

Confidentiality. The parties agree to keep this Settlement Agreement and its terms strictly confidential unless: (a) asserting a claim or defense arising out of this Settlement Agreement or related to the Lawsuit in any suit or proceeding; (b) ordered to do so by a court of competent jurisdiction; (c) served with a subpoena or other request for discovery, provided that the party served first gives prompt notice to the other parties so the other parties may have an opportunity to contest the subpoena or discovery request; or (d) any of the substance of this Settlement Agreement is necessary to be disclosed to an agency or regulatory body, or to an insurer, financial advisor, investor, lawyer, or accountant for any party or affiliate. However, nothing in this Settlement Agreement prohibits a party from stating that the claims in the Lawsuit between the parties to this Settlement Agreement have been settled and that the terms of the settlement are confidential. Notwithstanding the foregoing, however, (i) Memry may disclose this Settlement Agreement to Getters and its counsel, (ii) either party may announce this Settlement Agreement in a press release and a Form 8-K, and may file a copy hereof as an exhibit to said Form 8-K; and (iii) any party can freely disclose any information relating to this Settlement Agreement that has already been publicly disclosed by any other party.

b.

No Admission. This Agreement is a compromise of disputed claims. It is not and shall not be interpreted as or deemed to be an admission of liability by any party to this Settlement Agreement.

c.

No Continuing Relationship. The Kentucky Oil Parties each acknowledge that none of them has any present relationship whatsoever with Memry other than as set forth in this Settlement Agreement, although AMT currently has a contractual relationship with Memry. The Kentucky Oil Parties will not make any representation to any third party that is inconsistent with this acknowledgment. If any of the Kentucky Oil Parties make any representation to third parties that is contrary to this paragraph, Memry shall be entitled to injunctive relief and specific performance of this paragraph.

d.

i.

Kentucky Oil will defend, indemnify, and hold harmless Memry and all of the Memry-Related Parties and all successors, assigns, end-users, and customers of each, for: (1) the breach of any covenant, warranty or representation made by any Kentucky Oil Party, USI or van Moorleghem in this Settlement Agreement or any agreement entered into in connection herewith; or (2) any claims against them arising from or relating to actual or alleged breach by the Kentucky Oil-Related Parties of the Development or License Agreements following the assignment of rights as contemplated under this Agreement. Pursuant to this indemnification, the indemnitees are entitled to use counsel of their choice.

ii.

Memry will defend, indemnify, and hold harmless Kentucky Oil and all of the Kentucky Oil-Related Parties and all successors, assigns, end-users, and customers of each, for the breach of any covenant, warranty or representation made by Memry in the Settlement Agreement. Pursuant to this indemnification, the indemnitees are entitled to use counsel of their choice.

e.

Authority. Each party warrants and represents to and in favor of each of the other parties that the person executing this Settlement Agreement on its behalf has the full power and authority to bind it to each and every provision of the agreement.

f.

Notices. All notices, requests, and demands made under this Settlement Agreement: (a) shall be in writing and made to the parties and their counsel at the address indicated below, or to such other address as a party may designate by prior written notice to all of the others in accordance with this provision; and (b) shall be deemed to have been given or made (i) if delivered in person, immediately upon delivery, (ii) if by email or facsimile transmission, immediately upon sending and upon confirmation of receipt, provided that on that day or the following day a copy is also sent by first class mail, (iii) if by nationally recognized overnight courier service with instructions to deliver the next business day, one business day after; and (iv) if by certified mail, return receipt requested, five (5) days after mailing.

K.

Interpretation. This Settlement Agreement shall be construed without regard to the party or parties responsible for the preparation of the same and shall be deemed to have been prepared jointly by the parties hereto. If any ambiguity or uncertainty exists herein, such ambiguity or uncertainty shall not be interpreted against any party hereto, but rather, shall be interpreted according to the application of other rules of contract interpretation. The parties acknowledge that this Settlement Agreement is in the English language and that the English language will govern its interpretation.

L.

Governing Law. This Settlement Agreement shall be construed in accordance with California law, without regard to its internal choice-of-law rules.

M.

Enforcement. If any action is brought for breach of or to enforce this Settlement Agreement, it shall be brought in the United States District Court for the Northern District of California, unless that court has no jurisdiction over the action, in which case it shall be brought in the Superior Court of the State of California for the Counties of San Francisco or Santa Clara.

N.

Attorneys’ Fees. In any action for breach of or to enforce this Settlement Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, expenses, and costs.

O.

Counterparts. This Settlement Agreement may be signed in counterparts, and a copy of the fully signed Settlement Agreement may be used in evidence as if it were the original.

P.

Integration. This Settlement Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written negotiations or agreements with regard to the matters set forth in it. The parties are not entering into this Settlement Agreement on the basis of any promise, statement, or representation, express or implied, that is not expressly set forth in it.

Q.

Independent Counsel. Each party acknowledges that it has been represented by independent counsel of its own choice throughout all negotiations pertaining to its execution of this Settlement Agreement. Each party further acknowledges that it has received and relied upon advice from its independent counsel with respect to: (a) the meaning and effect of each of the terms and conditions of this Settlement Agreement including, but not limited to, the releases and the waiver of rights under California Civil Code § 1542; and (b) the advisability of entering into this Settlement Agreement.

R.

Independent Investigation by Parties. Each party acknowledges that it has fully investigated the subject matter of this Settlement Agreement and that it is entering into this Settlement Agreement voluntarily, knowingly, and of its own free will.

S.

Successors; Assignment. This Settlement Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, assigns, and successors in interest of each of the parties entering into it. Any party’s rights hereunder may be assigned to any party succeeding to all or any substantial part of its business. Each party agrees not to use an assignment to evade or avoid its responsibilities hereunder.

T.

Modification of Agreement. No supplement, modification, or amendment to this Settlement Agreement shall be binding unless executed in writing by all of the parties to it.

U.

Severability. If any of the provisions of this Settlement Agreement become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be impacted.

DATED: August 14, 2008

KENTUCKY OIL TECHNOLOGY, N.V.

            /s/ Peter Besselink

By: Peter Besselink

Title: Managing Director

DATED: August 14, 2008

MEMORY METAL HOLLAND, B.V.

            /s/ Peter Besselink

By: Peter Besselink

Title: Managing Director

DATED: August 14, 2008

PETER BESSELINK

            /s/ Peter Besselink

Peter Besselink

DATED: August 14, 2008

WILFRIED VAN MOORLEGHEM

            /s/ Dr. Wilfried van Moorleghem

Dr. Wilfried van Moorleghem

DATED: August 14, 2008

UNITED STENTING, INC.

            /s/ Peter Vanderbruggen

By: Peter Vanderbruggen

Title: Managing Director

DATED: August 14, 2008

MEMRY CORPORATION

            /s/ Robert P. Belcher

By: Robert P. Belcher

Title: Chief Executive Officer

DATED: August 13, 2008

By:

            /s/ Michael H. Bierman

Michael H. Bierman

Attorneys for Defendants Peter Besselink and

Memory Metal Holland, B.V. and Defendant

and Counterclaimant Kentucky Oil

Technology, N.V.

DATED: August 14, 2008

By:

            /s/ William J. Cass

William J. Cass

Attorneys for Plaintiff and Counterdefendant

Memry Corporation