<PAGE>
                                                                     Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT




                                  by and among


                       KULICKE AND SOFFA INDUSTRIES, INC.

                                   as Issuer,


                                       and


                       MORGAN STANLEY & CO. INCORPORATED,


                              as Initial Purchaser






                           Dated as of August 15, 2001
<PAGE>

         THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
August __, 2001 by and among Kulicke and Soffa Industries, Inc., a Pennsylvania
corporation (the "Company"), and Morgan Stanley & Co. Incorporated (the "Initial
Purchaser") pursuant to the Purchase Agreement, dated August 15, 2001 (the
"Purchase Agreement"), among the Company and the Initial Purchaser. In order to
induce the Initial Purchaser to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

         The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Notes (as defined herein) and
the beneficial owners from time to time of the Underlying Common Stock (as
defined herein) issued upon conversion of the Notes (each of the foregoing a
"Holder" and together the "Holders"), as follows:

         SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "Affiliate" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

         "Amendment Effectiveness Deadline Date" has the meaning set forth in
Section 2(d) hereof.

         "Applicable Conversion Price" as of any date of determination means the
Conversion Price in effect as of such date of determination or, if no Notes are
then outstanding, the Conversion Price that would be in effect were Notes then
outstanding.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

         "Common Stock" means the shares of common stock, without par value, of
the Company and any other shares of common stock as may constitute "Common
Stock" for purposes of the Indenture, including the Underlying Common Stock.

         "Conversion Price" has the meaning assigned such term in the Indenture.

         "Damages Accrual Period" has the meaning set forth in Section 2(e)
hereof.






                                        2
<PAGE>

         "Damages Payment Date" means each interest payment date under the
Indenture in the case of Notes, and each February 15 and August 15 in the case
of the Underlying Common Stock.

         "Deferral Notice" has the meaning set forth in Section 3(i) hereof.

         "Deferral Period" has the meaning set forth in Section 3(i) hereof.

         "Effectiveness Deadline Date" has the meaning set forth in Section 2(a)
hereof.

         "Effectiveness Period" means the period commencing on the date hereof
and ending on the date that all Registrable Securities have ceased to be
Registrable Securities.

         "Event" has the meaning set forth in Section 2(e) hereof.

         "Event Date" has the meaning set forth in Section 2(e) hereof.

         "Event Termination Date" has the meaning set forth in Section 2(e)
hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "Filing Deadline Date" has the meaning set forth in Section 2(a)
hereof.

         "Holder" has the meaning set forth in the second paragraph of this
Agreement.

         "Indenture" means the Indenture, dated as of August 15, 2001, between
the Company and Chase Manhattan Trust Company, National Association, as trustee,
pursuant to which the Notes are being issued.

         "Initial Purchaser" means Morgan Stanley & Co. Incorporated.

         "Initial Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

         "Issue Date" means the first date of original issuance of the Notes.

         "Liquidated Damages Amount" has the meaning set forth in Section 2(e)
hereof.

         "Losses" has the meaning set forth in Section 6 hereof.

         "Material Event" has the meaning set forth in Section 3(i) hereof.




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<PAGE>

         "Notes" means the 5 1/4% Convertible Subordinated Notes due 2006 of the
Company to be purchased pursuant to the Purchase Agreement.

         "Notice and Questionnaire" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex B to the Offering
Memorandum of the Company issued August 9, 2001 relating to the Notes.

         "Notice Holder" means, on any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.

         "Purchase Agreement" has the meaning set forth in the preamble hereof.

         "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

         "Record Holder" means (i) with respect to any Damages Payment Date
relating to any Notes as to which any such Liquidated Damages Amount has
accrued, the holder of record of such Note on the record date with respect to
the interest payment date under the Indenture on which such Damages Payment Date
shall occur and (ii) with respect to any Damages Payment Date relating to the
Underlying Common Stock as to which any such Liquidated Damages Amount has
accrued, the registered holder of such Underlying Common Stock fifteen (15) days
prior to such Damages Payment Date.

         "Registrable Securities" means the Notes until such Notes have been
converted into or exchanged for the Underlying Common Stock and, at all times
subsequent to any such conversion or exchange the Underlying Common Stock and
any securities into or for which such Underlying Common Stock has been converted
or exchanged, and any security issued with respect thereto upon any stock
dividend, split or similar event until, in the case of any such security, (A)
the earliest of (i) its effective registration under the Securities Act and
resale in accordance with the Registration Statement covering it, (ii)
expiration of the holding period that would be applicable thereto, under Rule
144(k) or (iii) its sale to the public pursuant to Rule 144 (or any similar
provision then in force, but not Rule 144A) under the Securities Act, and (B) as
a result of the event or circumstance described in any of the foregoing clauses
(i) through (iii), the legend with respect to transfer restrictions required
under the Indenture are removed or removable in accordance with the terms of the
Indenture or such legend, as the case may be.

         "Registration Expenses" has the meaning set forth in Section 5 hereof.




                                        4
<PAGE>

         "Registration Statement" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "Restricted Securities" means "Restricted Securities" as defined in
Rule 144.

         "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "Shelf Registration Statement" has the meaning set forth in Section
2(a) hereof.

         "Special Counsel" means Davis Polk & Wardwell or one such other
successor counsel as shall be specified by the Holders of a majority of the
Registrable Securities, but which may, with the written consent of the Initial
Purchaser (which shall not be unreasonably withheld), be another nationally
recognized law firm experienced in securities law matters designated by the
Company, the reasonable fees and expenses of which will be paid by the Company
pursuant to Section 5 hereof.

         "Subsequent Shelf Registration Statement" has the meaning set forth in
Section 2(b) hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means Chase Manhattan Trust Company, National Association,
the Trustee under the Indenture.

         "Underlying Common Stock" means the Common Stock into which the Notes
are convertible or issued upon any such conversion.






                                        5
<PAGE>

         SECTION 2. Shelf Registration. (a) The Company shall prepare and file
or cause to be prepared and filed with the SEC, as soon as practicable but in
any event by the date (the "Filing Deadline Date") ninety (90) days after the
Issue Date, a Registration Statement for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration Statement") registering the resale from time to time by Holders
thereof of all of the Registrable Securities (the "Initial Shelf Registration
Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by such Holders in accordance with the methods of distribution
elected by the Holders and set forth in the Initial Shelf Registration
Statement. The Company shall use its reasonable best efforts to cause the
Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is practicable but in any event by the date (the
"Effectiveness Deadline Date") that is one hundred eighty (180) days after the
Issue Date, and to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period. At the time the
Initial Shelf Registration Statement is declared effective, each Holder that
became a Notice Holder on or prior to the date ten (10) Business Days prior to
such time of effectiveness shall be named as a selling securityholder in the
Initial Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the Company's security
holders (other than the Holders of Registrable Securities) shall have the right
to include any of the Company's securities in the Shelf Registration Statement.

          (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
reasonable best efforts to cause the Subsequent Shelf Registration Statement to
become effective as promptly as is practicable after such filing and to keep
such Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.

          (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or as




                                        6
<PAGE>

reasonably requested by the Initial Purchaser or by the Trustee on behalf of the
Holders of the Registrable Securities covered by such Shelf Registration
Statement.

          (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i). Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
three (3) Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a Notice and Questionnaire is
delivered, and in any event upon the later of (x) five (5) Business Days after
such date or (y) five (5) Business Days after the expiration of any Deferral
Period in effect when the Notice and Questionnaire is delivered or put into
effect within five (5) Business Days of such delivery date, (i) if required by
applicable law, file with the SEC a post-effective amendment to the Shelf
Registration Statement or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities in accordance with applicable law
and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use its reasonable best efforts to cause such
post-effective amendment to be declared effective under the Securities Act as
promptly as is practicable, but in any event by the date (the "Amendment
Effectiveness Deadline Date") that is forty-five (45) days after the date such
post-effective amendment is required by this clause to be filed; (ii) provide
such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii)
notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section
2(d)(i); provided, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice
and Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Deferral Period shall be in effect on the Amendment Effectiveness Deadline
Date.

          (e) The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline




                                        7
<PAGE>

Date, (ii) the Initial Shelf Registration Statement has not been declared
effective under the Securities Act on or prior to the Effectiveness Deadline
Date, (iii) the Company has failed to perform its obligations set forth in
Section 2(d) within the time period required therein, (iv) the aggregate
duration of Deferral Periods in any period exceeds the number of days permitted
in respect of such period pursuant to Section 3(i) hereof or (v) the number of
Deferral Periods in any period exceeds the number permitted in respect of such
period pursuant to Section 3(i) hereof (each of the events of a type described
in any of the foregoing clauses (i) through (v) are individually referred to
herein as an "Event," and the Filing Deadline Date in the case of clause (i),
the Effectiveness Deadline Date in the case of clause (ii), the date by which
the Company is required to perform its obligations set forth in Section 2(d) in
the case of clause (iii) (including the filing of any post-effective amendment
prior to the Amendment Effectiveness Deadline Date), the date on which the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted by Section 3(i) hereof in the case of clause (iv), and the date of the
commencement of a Deferral Period that causes the limit on the number of
Deferral Periods in any period under Section 3(i) hereof to be exceeded in the
case of clause (v), being referred to herein as an "Event Date"). Events shall
be deemed to continue until the "Event Termination Date," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), the date the Company performs its obligations set
forth in Section 2(d) in the case of an Event of the type described in clause
(iii) (including, without limitation, the date the relevant post-effective
amendment to the Shelf Registration Statement is declared effective under the
Securities Act), termination of the Deferral Period that caused the limit on the
aggregate duration of Deferral Periods in a period set forth in Section 3(i) to
be exceeded in the case of the commencement of an Event of the type described in
clause (iv), and termination of the Deferral Period the commencement of which
caused the number of Deferral Periods in a period permitted by Section 3(i) to
be exceeded in the case of an Event of the type described in clause (v).

         Accordingly, commencing on (and including) any Event Date and ending on
(but excluding) the next date on which there are no Events that have occurred
and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as
liquidated damages and not as a penalty, an amount (the "Liquidated Damages
Amount"), payable on the Damages Payment Dates to Record Holders of Notes that
are Registrable Securities and of shares of Underlying Common Stock issued upon
conversion of Notes that are Registrable Securities, as the case may be,
accruing, for each portion of such Damages Accrual Period beginning on and
including a Damages Payment Date (or, in respect of the first time that the
Liquidated Damages Amount is to be paid to Holders on a Damages Payment Date as
a result of the occurrence of any particular Event, from the Event Date) and
ending on but excluding the first to occur of (A) the date of the end of the
Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum
equal to one-half of one percent (0.5 %) of the aggregate principal amount of
such Notes or, in the case of Notes that have been converted into or exchanged
for Underlying Common Stock, the




                                        8
<PAGE>

Applicable Conversion Price of such shares of Underlying Common Stock, as the
case may be, in each case determined as of the Business Day immediately
preceding the next Damages Payment Date; provided, that in the case of a Damages
Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iii) of the immediately preceding paragraph, such
Liquidated Damages Amount shall be paid only to the Holders that have delivered
Notice and Questionnaires that caused the Company to incur the obligations set
forth in Section 2(d) the non-performance of which is the basis of such Event,
provided further, that any Liquidated Damages Amount accrued with respect to any
Note or portion thereof called for redemption on a redemption date or converted
into Underlying Common Stock on a conversion date prior to the Damages Payment
Date, shall, in any such event, be paid instead to the Holder who submitted such
Note or portion thereof for redemption or conversion on the applicable
redemption date or conversion date, as the case may be, on such date (or
promptly following the conversion date, in the case of conversion).
Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the
Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with
respect to any period shall not exceed the rate provided for in this paragraph
notwithstanding the occurrence of multiple concurrent Events. Following the cure
of all Events requiring the payment by the Company of Liquidated Damages Amounts
to the Holders of Registrable Securities pursuant to this Section, the accrual
of Liquidated Damages Amounts will cease (without in any way limiting the effect
of any subsequent Event requiring the payment of Liquidated Damages Amount by
the Company).

         The Trustee shall be entitled, on behalf of Holders of Notes or
Underlying Common Stock, to seek any available remedy for the enforcement of
this Agreement, including for the payment of any Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole damages payable
for a violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages. Nothing shall
preclude a Notice Holder or Holder of Registrable Securities from pursuing or
obtaining specific performance or other equitable relief with respect to this
Agreement.

         All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

         The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions
hereof.




                                        9
<PAGE>

         SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

         (a) Prepare and file with the SEC a Registration Statement or
         Registration Statements on any appropriate form under the Securities
         Act available for the sale of the Registrable Securities by the Holders
         thereof in accordance with the intended method or methods of
         distribution thereof, and use its reasonable best efforts to cause each
         such Registration Statement to become effective and remain effective as
         provided herein; provided, that before filing any Registration
         Statement or Prospectus or any amendments or supplements thereto with
         the SEC, furnish to the Initial Purchaser and the Special Counsel of
         such offering, if any, copies of all such documents proposed to be
         filed and use its reasonable best efforts to reflect in each such
         document when so filed with the SEC such comments as the Special
         Counsel reasonably shall propose within five (5) Business Days of the
         delivery of such copies to the Initial Purchaser and the Special
         Counsel.

          (b) Prepare and file with the SEC such amendments and post-effective
         amendments to each Registration Statement as may be necessary to keep
         such Registration Statement continuously effective for the applicable
         period specified in Section 2(a); cause the related Prospectus to be
         supplemented by any required Prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) under the Securities Act; and use its
         reasonable best efforts to comply with the provisions of the Securities
         Act applicable to it with respect to the disposition of all securities
         covered by such Registration Statement during the Effectiveness Period
         in accordance with the intended methods of disposition by the sellers
         thereof set forth in such Registration Statement as so amended or such
         Prospectus as so supplemented.

          (c) As promptly as practicable give notice to the Notice Holders, the
         Initial Purchaser and the Special Counsel, (i) when any Prospectus,
         Prospectus supplement, Registration Statement or post-effective
         amendment to a Registration Statement has been filed with the SEC and,
         with respect to a Registration Statement or any post-effective
         amendment, when the same has been declared effective, (ii) of any
         request, following the effectiveness of the Initial Shelf Registration
         Statement under the Securities Act, by the SEC or any other federal or
         state governmental authority for amendments or supplements to any
         Registration Statement or related Prospectus or for additional
         information, (iii) of the issuance by the SEC or any other federal or
         state governmental authority of any stop order suspending the
         effectiveness of any Registration Statement or the initiation or
         threatening of any proceedings for that purpose, (iv) of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification or exemption from qualification of any of the Registrable
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, (v) of the occurrence
         of a




                                       10
<PAGE>

         Material Event (but not the nature of or details concerning) and (vi)
         of the determination by the Company that a post-effective amendment to
         a Registration Statement will be filed with the SEC, which notice may,
         at the discretion of the Company (or as required pursuant to Section 3
         (i)), state that it constitutes a Deferral Notice, in which event the
         provisions of Section 3(i) shall apply.

          (d) Use its reasonable best efforts to obtain the withdrawal of any
         order suspending the effectiveness of a Registration Statement or the
         lifting of any suspension of the qualification (or exemption from
         qualification) of any of the Registrable Securities for sale in any
         jurisdiction in which they have been qualified for sale, in either case
         at the earliest possible moment, and provide immediate notice to each
         Notice Holder and the Initial Purchaser of the withdrawal of any such
         order.

          (e) If reasonably requested by the Initial Purchaser or any Notice
         Holder, as promptly as practicable incorporate in a Prospectus
         supplement or post-effective amendment to a Registration Statement such
         information as the Initial Purchaser and the Special Counsel, or such
         Notice Holder shall on the basis of an opinion of nationally-
         recognized counsel experienced in such matters, determine to be
         required to be included therein by applicable law and make any required
         filings of such Prospectus supplement or post-effective amendment.

          (f) As promptly as practicable furnish to each Notice Holder, the
         Special Counsel and the Initial Purchaser, without charge, at least one
         (1) conformed copy of the Registration Statement and any amendment
         thereto, including financial statements but excluding schedules, all
         documents incorporated or deemed to be incorporated therein by
         reference and all exhibits (unless requested by such Notice Holder,
         Special Counsel, counsel, Initial Purchaser or underwriter).

          (g) During the Effectiveness Period, deliver to each Notice Holder,
         the Special Counsel and the Initial Purchaser, in connection with any
         sale of Registrable Securities pursuant to a Registration Statement,
         without charge, as many copies of the Prospectus or Prospectuses
         relating to such Registrable Securities (including each preliminary
         prospectus) and any amendment or supplement thereto as such Notice
         Holder may reasonably request; and the Company hereby consents (except
         during such periods that a Deferral Notice is outstanding and has not
         been revoked) to the use of such Prospectus or each amendment or
         supplement thereto by each Notice Holder in connection with any
         offering and sale of the Registrable Securities covered by such
         Prospectus or any amendment or supplement thereto in the manner set
         forth therein.

          (h) Prior to any public offering of the Registrable Securities
         pursuant to the Shelf Registration Statement, use its reasonable best
         efforts to register or qualify or cooperate with the Notice Holders and
         the Special Counsel in connection with the




                                       11
<PAGE>

         registration or qualification (or exemption from such registration or
         qualification) of such Registrable Securities for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as any Notice Holder reasonably requests in writing (which
         request may be included in the Notice and Questionnaire); prior to any
         public offering of the Registrable Securities pursuant to the Shelf
         Registration Statement, use its reasonable best efforts to keep each
         such registration or qualification (or exemption therefrom) effective
         during the Effectiveness Period in connection with such Notice Holder's
         offer and sale of Registrable Securities pursuant to such registration
         or qualification (or exemption therefrom) and do any and all other acts
         or things reasonably necessary or advisable to enable the disposition
         in such jurisdictions of such Registrable Securities in the manner set
         forth in the relevant Registration Statement and the related
         Prospectus; provided, that the Company will not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Agreement or (ii) take any action that would subject it to
         general service of process in suits or to taxation in any such
         jurisdiction where it is not then so subject.

          (i) Upon (A) the issuance by the SEC of a stop order suspending the
         effectiveness of the Shelf Registration Statement or the initiation of
         proceedings with respect to the Shelf Registration Statement under
         Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any
         event or the existence of any fact (a "Material Event") as a result of
         which any Registration Statement shall contain any untrue statement of
         a material fact or omit to state any material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, or any Prospectus shall contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, or (C)
         the occurrence or existence of any pending corporate development that,
         in the reasonable discretion of the Company, makes it appropriate to
         suspend the availability of the Shelf Registration Statement and the
         related Prospectus for a discrete period of time, (i) in the case of
         clause (B) above, subject to the next sentence, as promptly as
         practicable prepare and file, if necessary pursuant to applicable law,
         a post-effective amendment to such Registration Statement or a
         supplement to the related Prospectus or any document incorporated
         therein by reference or file any other required document that would be
         incorporated by reference into such Registration Statement and
         Prospectus so that such Registration Statement does not contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and such Prospectus does not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, as thereafter delivered to the purchasers of the
         Registrable Securities being sold thereunder, and, in the case of a
         post-effective amendment to a Registration Statement, subject to the
         next




                                       12
<PAGE>

         sentence, use its reasonable best efforts to cause it to be declared
         effective as promptly as is practicable, and (ii) give notice to the
         Notice Holders, the Special Counsel and the Managing Underwriters, if
         any, that the availability of the Shelf Registration Statement is
         suspended (a "Deferral Notice") and, upon receipt of any Deferral
         Notice, each Notice Holder agrees not to sell any Registrable
         Securities pursuant to the Registration Statement until such Notice
         Holder's receipt of copies of the supplemented or amended Prospectus
         provided for in clause (i) above, or until it is advised in writing by
         the Company that the Prospectus may be used, and has received copies of
         any additional or supplemental filings that are incorporated or deemed
         incorporated by reference in such Prospectus. The Company will use its
         reasonable best efforts to ensure that the use of the Prospectus may be
         resumed (x) in the case of clause (A) above, as promptly as is
         practicable, (y) in the case of clause (B) above, as soon as, in the
         sole judgment of the Company, public disclosure of such Material Event
         would not be prejudicial to or contrary to the interests of the Company
         or, if necessary to avoid unreasonable burden or expense, as soon as
         practicable thereafter and (z) in the case of clause (C) above, as soon
         as in the reasonable discretion of the Company, such suspension is no
         longer appropriate. The Company shall be entitled to exercise its right
         under this Section 3(i) to suspend the availability of the Shelf
         Registration Statement or any Prospectus, without incurring or accruing
         any obligation to pay liquidated damages pursuant to Section 2(e), no
         more than one (1) time in any three month period or three (3) times in
         any twelve month period, and any such period during which the
         availability of the Registration Statement and any Prospectus is
         suspended (the "Deferral Period") shall, without incurring any
         obligation to pay liquidated damages pursuant to Section 2(e), not
         exceed 45 days; provided, that the aggregate duration of any Deferral
         Periods shall not exceed 45 days in any three month period (or 60 days
         in any three month period in the event of a Material Event pursuant to
         which the Company has delivered a second notice as required below) or
         90 days in any twelve (12) month period; provided, that in the case of
         a Material Event relating to an acquisition or a probable acquisition
         or financing, recapitalization, business combination or other similar
         transaction, the Company may, without incurring any obligation to pay
         liquidated damages pursuant to Section 2(e), deliver to Notice Holders
         a second notice to the effect set forth above, which shall have the
         effect of extending the Deferral Period by up to an additional 15 days,
         or such shorter period of time as is specified in such second notice.

          (j) If requested in writing in connection with a disposition of
         Registrable Securities pursuant to a Registration Statement, make
         reasonably available for inspection during normal business hours by a
         representative for the Notice Holders of such Registrable Securities,
         and any broker-dealers, attorneys and accountants retained by such
         Notice Holders or underwriter, all relevant financial and other records
         and pertinent corporate documents and properties of the Company and its
         subsidiaries, and cause the appropriate officers, directors and
         employees of the Company and its subsidiaries to make reasonably
         available for inspection during normal business hours on reasonable
         notice all




                                       13
<PAGE>

         relevant information reasonably requested by such representative for
         the Notice Holders, or any such broker-dealers, attorneys or
         accountants in connection with such disposition, in each case as is
         customary for similar "due diligence" examinations; provided, that such
         persons shall first agree in writing with the Company that any
         information that is reasonably and in good faith designated by the
         Company in writing as confidential at the time of delivery of such
         information shall be kept confidential by such persons and shall be
         used solely for the purposes of exercising rights under this Agreement,
         unless (i) disclosure of such information is required by court or
         administrative order or is necessary to respond to inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by law (including any disclosure requirements pursuant to federal
         securities laws in connection with the filing of any Registration
         Statement or the use of any prospectus referred to in this Agreement),
         (iii) such information becomes generally available to the public other
         than as a result of a disclosure or failure to safeguard by any such
         person or (iv) such information becomes available to any such person
         from a source other than the Company and such source is not bound by a
         confidentiality agreement, and provided, that the foregoing inspection
         and information gathering shall, to the greatest extent possible, be
         coordinated on behalf of all the Notice Holders and the other parties
         entitled thereto by the counsel referred to in Section 5.

          (k) Comply with all applicable rules and regulations of the SEC and
         make generally available to its securityholders earning statements
         (which need not be audited) satisfying the provisions of Section 11(a)
         of the Securities Act and Rule 158 thereunder (or any similar rule
         promulgated under the Securities Act) no later than 45 days after the
         end of any 3-month period (or 90 days after the end of any 12-month
         period if such period is a fiscal year) commencing on the first day of
         the first fiscal quarter of the Company commencing after the effective
         date of a Registration Statement, which statements shall cover said
         periods.

          (l) Cooperate with each Notice Holder to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities sold or to be sold pursuant to a Registration Statement,
         which certificates shall not bear any restrictive legends, and cause
         such Registrable Securities to be in such denominations as are
         permitted by the Indenture and registered in such names as such Notice
         Holder may request in writing at least one (1) Business Day prior to
         any sale of such Registrable Securities.

          (m) Provide a CUSIP number for all Registrable Securities covered by
         each Registration Statement not later than the effective date of such
         Registration Statement and provide the Trustee and the transfer agent
         for the Common Stock with printed certificates for the Registrable
         Securities that are in a form eligible for deposit with The Depository
         Trust Company.





                                       14
<PAGE>

          (n) Cooperate and assist in any filings required to be made with the
         National Association of Securities Dealers, Inc.

          (o) Upon (i) the filing of the Initial Registration Statement and (ii)
         the effectiveness of the Initial Registration Statement, announce the
         same, in each case by release to Reuters Economic Services and
         Bloomberg Business News.

         SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to
Section 2(d) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence.
Each Notice Holder agrees promptly to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information
regarding such Notice Holder and the distribution of such Registrable Securities
as the Company may from time to time reasonably request. Any sale of any
Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its
plan of distribution is as set forth in the Prospectus delivered by such Holder
in connection with such disposition, that such Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to or
provided by such Holder or its plan of distribution and that such Prospectus
does not as of the time of such sale omit to state any material fact relating to
or provided by such Holder or its plan of distribution necessary to make the
statements in such Prospectus, in the light of the circumstances under which
they were made, not misleading.

         SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. and (y) of
compliance with federal and state securities or Blue Sky laws (including,
without limitation, reasonable fees and disbursements of the Special Counsel in
connection with Blue Sky qualifications of the Registrable Securities under the
laws of such jurisdictions as Notice Holders of a majority of the Registrable
Securities being sold pursuant to a Registration Statement may designate), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The
Depository Trust Company, (iii) duplication expenses relating to copies of any
Registration Statement or Prospectus delivered to any Holders hereunder, (iv)
fees and disbursements of counsel for the Company and the Special Counsel in
connection with the Shelf Registration Statement (provided that the Company
shall not be liable for the fees and expenses of more than one separate firm for
all parties participating in any




                                       15
<PAGE>

transaction hereunder), (v) reasonable fees and disbursements of the Trustee and
its counsel and of the registrar and transfer agent for the Common Stock and
(vi) Securities Act liability insurance obtained by the Company in its sole
discretion. In addition, the Company shall pay the internal expenses of the
Company (including, without limitation, all salaries and expenses of officers
and employees performing legal or accounting duties), the expense of any annual
audit, the fees and expenses incurred in connection with the listing by the
Company of the Registrable Securities on any securities exchange on which
similar securities of the Company are then listed and the fees and expenses of
any person, including special experts, retained by the Company. Notwithstanding
the provisions of this Section 5, each seller of Registrable Securities shall
pay selling expenses and all registration expenses to the extent required by
applicable law.

         SECTION 6. Indemnification.

         (a) Indemnification by the Company. The Company shall indemnify and
hold harmless each Notice Holder and each person, if any, who controls any
Notice Holder (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) from and against any losses, liabilities,
claims, damages and expenses (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) (collectively, "Losses"), arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, provided,
however, that the Company shall not be liable in any such case to the extent
that any such Losses arise out of or are based upon an untrue statement or
alleged untrue statement contained in or omission or alleged omission from any
of such documents in reliance upon and conformity with any of the information
relating to the Holders furnished to the Company in writing by a Holder
expressly for use therein; provided further, that the indemnification contained
in this paragraph shall not inure to the benefit of any Holder of Registrable
Securities (or to the benefit of any person controlling such Holder) on account
of any such Losses arising out of or based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any preliminary
prospectus provided in each case the Company has performed its obligations under
Section 3(a) hereof if either (A) (i) such Holder failed to send or deliver a
copy of the Prospectus with or prior to the delivery of written confirmation of
the sale by such Holder to the person asserting the claim from which such Losses
arise and (ii) the Prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged omission, or (B) (x) such
untrue statement or alleged untrue statement, omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and (y) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with or prior to the
delivery of written confirmation of the sale of a Registrable Security to the
person asserting the claim from which such Losses arise.




                                       16
<PAGE>

          (b) Indemnification by Holders of Registrable Securities. Each Holder
agrees severally and not jointly to indemnify and hold harmless the Company and
its respective directors and officers, and each person, if any, who controls the
Company (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) or any other Holder, from and against all Losses
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with information furnished to the Company by
such Holder expressly for use in such Registration Statement or Prospectus or
amendment or supplement thereto. In no event shall the liability of any selling
Holder of Registrable Securities hereunder be greater in amount than the dollar
amount of the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such
indemnification obligation.

          (c) Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "indemnified party") shall promptly
notify the person against whom such indemnity may be sought (the "indemnifying
party") in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the
legal expenses of any indemnified party in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all indemnified parties, and that all such fees and expenses shall be reimbursed
as they are incurred. Such separate firm shall be designated in writing by, in
the case of parties indemnified pursuant to Section 6(a), the Holders of a
majority (with Holders of Notes deemed to be the Holders, for purposes of
determining such majority, of the number of shares of Underlying Common Stock
into which such Notes are or would be convertible or exchangeable as of the date
on which such designation is made) of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties




                                       17
<PAGE>

pursuant to Section 6(a) and, in the case of parties indemnified pursuant to
Section 6(b), the Company. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

          (d) Contribution. To the extent that the indemnification provided for
in this Section 6 is unavailable to an indemnified party under Section 6(a) or
6(b) hereof in respect of any Losses or is insufficient to hold such indemnified
party harmless, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such Losses, as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the initial placement pursuant to the Purchase Agreement (before
deducting expenses) of the Registrable Securities to which such Losses relate.
Benefits received by any Holder shall be deemed to be equal to the value of
receiving Registrable Securities that are registered under the Securities Act.
The relative fault of the Holders on the one hand and the Company on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Holders
or by the Company, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Holders' respective obligations to contribute pursuant to this paragraph are
several in proportion to the respective number of Registrable Securities they
have sold pursuant to a Registration Statement, and not joint.





                                       18
<PAGE>

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method or allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the Losses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding this Section 6(d), an
indemnifying party that is a selling Holder of Registrable Securities shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

          (e) The indemnity, contribution and expense reimbursement obligations
of the parties hereunder shall be in addition to any liability any indemnified
party may otherwise have hereunder, under the Purchase Agreement or otherwise.

          (f) The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company, or the
Company's officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Securities by any Holder.

         SECTION 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder of Registrable Securities and take such further reasonable action as any
Holder of Registrable Securities may reasonably request in writing (including,
without limitation, making such reasonable representations as any such Holder
may reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 and
Rule 144A under the Securities Act and customarily taken in connection with
sales pursuant to such exemptions. Upon the written request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Company's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities (other than the Common Stock) under any section
of the Exchange Act.




                                       19
<PAGE>

         SECTION 8. Miscellaneous.

         (a) No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement. The
Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not in any way conflict with the rights
granted to the holders of the Company's securities under any other agreements.

          (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Stock constituting
Registrable Securities (with Holders of Notes deemed to be the Holders, for
purposes of this Section, of the number of outstanding shares of Underlying
Common Stock into which such Notes are or would be convertible or exchangeable
as of the date on which such consent is requested). Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement
and that does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice, writing or marking indicating such amendment, modification,
supplement, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.

          (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

              (w) if to a Holder of Registrable Securities, at the most
         current address given by such Holder to the Company in a Notice and
         Questionnaire or any amendment thereto;

              (x) if to the Company, to:





                                       20
<PAGE>

                           Kulicke and Soffa Industries, Inc.
                           2101 Blair Mill Road
                           Willow Grove, PA 19090
                           Attention: General Counsel
                           Telecopy No.: (215) 784-6000

                           and

                           Drinker Biddle & Reath LLP
                           One Logan Square
                           Philadelphia, PA 19103
                           Attention: H. John Michel, Jr.
                           Telecopy No.: (215) 988-2757

              (y) if to the Initial Purchaser, to:

                           Morgan Stanley & Co. Incorporated
                           1585 Broadway
                           New York, New York
                           Attention: Equity Capital Markets
                           Telecopy No.: (212) 761-0538

                           and

                           Davis Polk & Wardwell
                           450 Lexington Avenue
                           New York, New York 10017
                           Attention: Deanna Kirkpatrick, Esq.
                           Telecopy No. (212) 450-4000

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d) Approval of Holders. Whenever the consent or approval of Holders of
a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchaser
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.





                                       21
<PAGE>

         (e) Successors and Assigns. Any person who purchases any Registrable
Securities from the Initial Purchaser shall be deemed, for purposes of this
Agreement, to be an assignee of the Initial Purchaser. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties and shall inure to the benefit of and be binding upon each Holder
of any Registrable Securities.

         (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

         (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (i) Severability. If any term provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

         (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

         (k) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.





                                       22
<PAGE>

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

                                     KULICKE AND SOFFA INDUSTRIES, INC.



                                     By /s/ Robert F. Amweg
                                        -------------------------------

                                        Name:  Robert F. Amweg
                                        Title: Vice President and Treasurer



Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By /s/ Mark Tashkovich
   ------------------------------

Name:  Mark Tashkovich
Title: Vice President