0000950130-02-000900 Sample Contracts

PREAMBLE
Asset Purchase Agreement • February 14th, 2002 • Memry Corp • Machine tools, metal cutting types • Connecticut
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EXHIBIT 10.2 SECOND AMENDED AND RESTATED REVOLVING LOAN NOTE -----------------------------------------------
Memry Corp • February 14th, 2002 • Machine tools, metal cutting types

This Note is made and delivered by Maker pursuant to Section 2.2 of the Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement of even date herewith by and between Maker and Lender (as amended and in effect from time to time, the "Loan Agreement"), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

EXHIBIT 10.3 CONSOLIDATED AND AMENDED AND RESTATED TERM LOAN NOTE ---------------------------
Consolidated And • February 14th, 2002 • Memry Corp • Machine tools, metal cutting types

This Note is made and delivered by Maker pursuant to Section 3.1 of the Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement dated of even date herewith by and between Maker and Lender (as amended and in effect from time to time, the "Loan Agreement"), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

EXHIBIT 10.4 EQUIPMENT LOAN NOTE --------------------
Memry Corp • February 14th, 2002 • Machine tools, metal cutting types • Connecticut

This Note is made and delivered by Maker pursuant to Section 4.2 of the Amended and Restated Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement dated as of December 27, 2001 by and between Maker and Lender (as amended and in effect from time to time, the "Loan Agreement"), and is entitled to the benefits and is subject to the provisions of the Loan Agreement. All capitalized terms used herein which are defined in the Loan Agreement that are not defined herein shall have the same meanings herein as are ascribed to them in the Loan Agreement.

WITNESSETH:
Memry Corp • February 14th, 2002 • Machine tools, metal cutting types
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