Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is effective as of
April 21, 2003 and is entered into between Measurement Specialties, Inc., a New
Jersey corporation (the "Company"), and the Holders (as defined herein).

                                    Recitals
                                    --------

     WHEREAS, the Company and Holder entered into that certain Stock Purchase
Warrant, effective as of April 21, 2003 (the "Warrant"), pursuant to which
Company granted Holder the right to purchase up to 600,000 shares of Common
Stock on the terms set forth therein; and

     WHEREAS, the Company and the Holder desire to provide for certain
arrangements with respect to the registration under the Securities Act of the
shares of Common Stock purchased pursuant to the Warrant (such purchased shares,
the "Shares");

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

     1.     Certain Definitions.

     As used in this Agreement, the following terms shall have the following
     respective meanings:

     "Agreement" shall have the meaning specified in the preamble to this
      ---------
     Agreement.

     "Common Stock" means the common stock, no par value per share, of the
      ------------
     Company.

     "Company" shall have the meaning specified in the preamble to this
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     Agreement

     "Demand Registration Statement" shall have the meaning specified in Section
      -----------------------------
     2.1(a) of this Agreement.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
      ------------
     any successor federal statute, and the rules and regulations of the SEC
     issued under such Act, as they each may, from time to time, be in effect.

     "Form S-3" means a Registration Statement on Form S-3 (or any registration
      --------
     form under the Securities Act subsequently adopted by the SEC which
     similarly permits inclusion or incorporation of substantial information by
     reference to other documents filed by the Company with the SEC) and
     includes the use of such form for offerings of the Shares on a delayed or
     continuous basis pursuant to Rule 415 under the Securities Act.

     "Holder" means Four Corners Capital Partners, LP, a Texas limited
      ------
     partnership.


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<PAGE>
     "Indemnified Party" shall have the meaning specified in Section 2.5(c) of
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     this Agreement.

     "Indemnifying Party" shall have the meaning specified in Section 2.5(c) of
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     this Agreement.

     "Prospectus" means the prospectus included in any Registration Statement,
      ----------
     as amended or supplemented by an amendment or prospectus supplement,
     including post-effective amendments, and all material incorporated by
     reference or deemed to be incorporated by reference in such Prospectus.

     "Registration Statement" means a registration statement filed by the
      ----------------------
     Company with the SEC for a public offering and sale of securities of the
     Company (other than a registration statement on Form S-8 or Form S-4, or
     its successors, or any registration statement covering only securities
     proposed to be issued in exchange for securities or assets of another
     corporation).

     "Registration Expenses" means the expenses described in Section 2.4.
      ---------------------

     "Registrable Shares" means (i) all Shares and (ii) any other shares of
      ------------------
     Common Stock issued in respect of such Shares (because of stock splits,
     stock dividends, reclassifications, recapitalizations, or similar events);
     provided, however, that shares of Common Stock which are Registrable Shares
     --------  -------
     shall cease to be Registrable Shares upon any sale pursuant to a
     Registration Statement or Rule 144 under the Securities Act.

     "SEC" means the Securities and Exchange Commission, or any other federal
      ---
     agency at the time administering the Securities Act.

     "Securities Act" means the Securities Act of 1933, as amended, or any
      --------------
     successor federal statute, and the rules and regulations of the SEC issued
     under such Act, as they each may, from time to time, be in effect.

     "Selling Stockholder" means the Holder owning Registrable Shares included
      -------------------
     in a Registration Statement.

     "Shares" shall have the meaning specified in the recitals to this
      ------
     Agreement.

     "Warrant" shall have the meaning specified in the recitals to this
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     Agreement.

     2.     Registration Rights.

          2.1     Required Registrations.
                  ----------------------

               (a)  Subject to the limitations set forth below, the Holder
                    may demand, in writing, that the Company file and cause to
                    be declared effective a Registration Statement on form S-3
                    (a "Demand Registration Statement") covering any or all of
                    the Registrable Shares held by such Holder. The Company
                    shall use its reasonable best efforts to


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<PAGE>
                    file and cause such Demand Registration Statement to become
                    effective as soon as possible following filing thereof, but
                    not later than 75 days following such demand for
                    registration and shall keep the Demand Registration
                    Statement effective for so long as the offering thereunder
                    has not been completed (but in no event longer than 180 days
                    from the effective date of the Demand Registration
                    Statement). The Holder is entitled to demand that the
                    Company file and cause to be declared effective a
                    Registration Statement on 4 separate occasions.
                    Notwithstanding anything to the contrary, no demand shall be
                    deemed to have been made pursuant to this Section 2.1 unless
                    and until a Demand Registration Statement in respect of such
                    demand shall have become effective and (i) such Demand
                    Registration Statement will not have become subject to a
                    stop order, injunction or other order or requirement of the
                    SEC or other governmental agency or court, (ii) all of the
                    conditions to closing specified in the underwriting
                    agreement or purchase agreement entered into in connection
                    with such Demand Registration Statement, if any, will have
                    been satisfied, other than the failure to so satisfy as a
                    result of some act or omission by the Holder.

               (b)  [Intentionally blank]

               (c)  If Holder intends to distribute the Registrable Shares
                    covered by their request by means of an underwriting, they
                    shall so advise the Company as a part of their request made
                    pursuant to Section 2.1(a) The securities of the Company
                    held by holders other than Holder shall be excluded from
                    such registration and underwriting to the extent deemed
                    advisable by the managing underwriter.

               (d)  The Selling Stockholders shall have the right to select the
                    managing underwriter(s) for any underwritten offering
                    requested pursuant to Section 2.1, subject to the approval
                    of the Company, which approval will not be unreasonably
                    withheld.

               (e)  The Company shall not be required to effect more than four
                    (4) registrations pursuant to Section 2.1 and shall not be
                    required to file a Demand Registration Statement within six
                    months after the effective date of any Demand Registration
                    Statement relating to any prior demand registration.

               (f)  The Company shall not be required to file a Demand
                    Registration Statement pursuant to Section 2.1 if the
                    Company is unable, for any reason, to register such
                    Registrable Shares or Form S-3 or (ii) with respect to
                    Registrable Shares requested by any Selling Stockholder to
                    be registered, all of which can be sold in the


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<PAGE>
                    immediately following 3 month period pursuant to Rule 144 of
                    the Securities Act.

               (g)  If at the time of any request to register Registrable Shares
                    pursuant to this Section 2.1, the Company is engaged in any
                    activity or transaction or preparations or negotiations for
                    any activity or negotiation that the Company desires to keep
                    confidential for business reasons, and the board of
                    directors of the Company determines in good faith that the
                    public disclosure requirements imposed on the Company would
                    require disclosure of such activity or transaction, then the
                    Company may defer such registration for a period not in
                    excess of 90 days from the date of the demand request;
                    provided, that such right to delay a request may be
                    exercised by the Company not more than once in any 12-month
                    period.

          2.2     Incidental Registration.
                  -----------------------

               (a)  Whenever the Company proposes to file a Registration
                    Statement (other than a Registration Statement filed
                    pursuant to Section 2.1) at any time and from time to time,
                    it will at least 30 days prior to such filing, give written
                    notice to Holder of its intention to do so. Upon the written
                    request of Holder given within 20 days after the Company
                    provides such notice (which request shall state the intended
                    method of disposition of such Registrable Shares), the
                    Company shall cause all Registrable Shares which the Company
                    has been requested by such Holder to register to be
                    registered under the Securities Act to the extent necessary
                    to permit their sale or other disposition in accordance with
                    the intended methods of distribution specified in the
                    request of such Holder; provided that the Company shall have
                    the right to postpone or withdraw any registration effected
                    pursuant to this Section 2.2 without obligation to Holder.
                    If Holder decides not to include all its Registrable Shares
                    in any Registration Statement thereafter filed by the
                    Company under this Section 2.2, such Holder shall
                    nevertheless continue to have the right to include any
                    Registrable Shares in any subsequent Registration
                    Statement(s) as may be filed by the Company with respect to
                    the offerings of its securities, all upon the terms and
                    conditions set forth herein.

               (b)  If the registration for which the Company gives notice
                    pursuant to Section 2.2(a) is a registered public offering
                    involving an underwriting, the Company shall so advise
                    Holder as a part of the written notice given pursuant to
                    Section 2.2(a). In such event, the right of any Holder to
                    include its Registrable Shares in such registration pursuant
                    to Section 2.2 shall be conditioned upon such Holder's
                    participation in such underwriting on the terms set forth


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<PAGE>
                    herein. Holder proposing to distribute securities through
                    such underwriting shall enter into an underwriting agreement
                    in customary form with the underwriter or underwriters
                    selected for the underwriting by the Company.
                    Notwithstanding any other provision of this Section 2.2, if
                    the managing underwriter determines in good faith that the
                    inclusion of all shares requested to be registered would
                    adversely affect the offering, the Company may limit the
                    number of Registrable Shares to be included in the
                    registration and underwriting as set forth herein. The
                    Company shall so advise all holders of registrable shares
                    requesting registration, and the number of shares that are
                    entitled to be included in the registration and underwriting
                    shall be allocated in the following manner. The securities
                    of the Company held by all stockholders requesting
                    registration of shares of Common Stock shall be allocated
                    among all stockholders requesting registration in
                    proportion, as nearly as practicable, to the respective
                    number of shares that were requested to be included in such
                    registration. If any holder of registrable shares
                    disapproves of the terms of any such underwriting, such
                    person may elect to withdraw therefrom by written notice to
                    the Company, and any registrable shares excluded or
                    withdrawn from such underwriting shall be withdrawn from
                    such registration and reallocated among any remaining
                    selling stockholders in accordance with the immediately
                    preceding sentence.

               (c)  Notwithstanding the foregoing, the Company shall not be
                    required, pursuant to this Section 2.2, to include any
                    Registrable Shares in a Registration Statement if all
                    Registrable Shares proposed to be sold by such Selling
                    Stockholder can be sold by within the immediately following
                    3 month period pursuant to Rule 144 under the Securities
                    Act.

          2.3     Registration Procedures.
                  -----------------------

               (a)  If and whenever the Company is required by the provisions of
                    this Agreement to effect the registration of any Registrable
                    Shares under the Securities Act, the Company shall:

               (i)  file with the SEC a Registration Statement with respect to
                    such Registrable Shares and use its reasonable best efforts
                    to cause that Registration Statement to become effective as
                    soon as possible;

               (ii) as expeditiously as possible prepare and file with the SEC
                    any amendments and supplements to the Registration Statement
                    and the prospectus included in the Registration Statement as
                    may be necessary to comply with the provisions of the
                    Securities Act (including the anti-fraud provisions thereof)
                    and to keep the


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<PAGE>
                    Registration Statement effective for 180 days from the
                    effective date or such lesser period until all such
                    Registrable Shares are sold;

              (iii) as expeditiously as possible furnish to each selling
                    stockholder such reasonable numbers of copies of the
                    Prospectus, including any preliminary Prospectus, in
                    conformity with the requirements of the Securities Act, and
                    such other documents as such selling stockholder may
                    reasonably request in order to facilitate the public sale or
                    other disposition of the Registrable Shares owned by such
                    selling stockholder;

               (iv) as expeditiously as possible use its reasonable best efforts
                    to register or qualify the Registrable Shares covered by the
                    Registration Statement under the securities or Blue Sky laws
                    of such states as the Holder shall reasonably request, and
                    do any and all other acts and things that may be necessary
                    or desirable to enable the Holder to consummate the public
                    sale or other disposition in such states of the Registrable
                    Shares owned by the Holder; provided, however, that the
                                                --------  -------
                    Company shall not be required in connection with this
                    paragraph (iv) to qualify as a foreign corporation or
                    execute a general consent to service of process in any
                    jurisdiction;

               (v)  as expeditiously as possible, cause all such Registrable
                    Shares to be listed on each securities exchange or automated
                    quotation system on which similar securities issued by the
                    Company are then listed;

               (vi) promptly provide a transfer agent and registrar for all such
                    Registrable Shares not later than the effective date of such
                    Registration Statement;

              (vii) as expeditiously as possible, notify Holder, promptly after
                    it shall receive notice thereof, of the time when such
                    Registration Statement has become effective or a supplement
                    to any Prospectus forming a part of such Registration
                    Statement has been filed; and

             (viii) as expeditiously as possible following the effectiveness
                    of such Registration Statement, notify each seller of such
                    Registrable Shares of any request by the SEC for the
                    amending or supplementing of such Registration Statement or
                    Prospectus.

          (b)  If the Company has delivered a Prospectus to the Holder and after
               having done so the Prospectus is amended to comply with the
               requirements of the Securities Act, the Company shall promptly
               notify the Holder and, if requested, the Holder shall immediately
               cease making offers of Registrable Shares and return all
               Prospectuses to the Company. The


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<PAGE>
               Company shall as promptly as possible provide the Holder with
               revised Prospectuses and, following receipt of the revised
               Prospectuses, the Holder shall be free to resume making offers of
               the Registrable Shares.

          (c)  In the event that, in the judgment of the Company, it is
               advisable to suspend use of a Prospectus included in a
               Registration Statement due to pending material developments or
               other events that have not yet been publicly disclosed and as to
               which the Company believes public disclosure would be detrimental
               to the Company, the Company shall notify Holder to such effect,
               and, upon receipt of such notice, each such Selling Stockholder
               shall immediately discontinue any sales of Registrable Shares
               pursuant to such Registration Statement until such Holder has
               received copies of a supplemented or amended Prospectus or until
               such Holder is advised in writing by the Company that the then
               current 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. Following
               public disclosure (or other resolution eliminating the need for
               such public disclosure) of the development or event that caused
               suspension of the use of a Prospectus, the Company shall use its
               reasonable best efforts to update or supplement any Prospectus as
               soon as practicable so as to enable Selling Stockholders to
               resume use thereof.

          2.4     Allocation of Expenses.  The Company will pay all Registration
                  ----------------------
Expenses for all registrations under this Agreement.  For purposes of this
Section, the term "Registration Expenses" shall mean all expenses incurred by
the Company in complying with this Agreement, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
expenses of counsel for the Company, fees and expenses of counsel for the
Selling Stockholders not to exceed $25,000 for each occurrence of a registration
hereunder, state Blue Sky fees and expenses, and the expense of any special
audits or other accounting fees incident to or required by any such
registration, but excluding underwriting commissions and expenses and any costs
and expenses of any counsel retained by Selling Stockholders in excess of
$25,000 for each occurrence of a registration hereunder.

          2.5     Indemnification and Contribution.
                  --------------------------------

          (a)  In the event of any registration of any of the Registrable Shares
               under the Securities Act pursuant to this Agreement, the Company
               will indemnify and hold harmless each Holder, each underwriter of
               such Registrable Shares, and each other person, if any, who
               controls such Holder or underwriter within the meaning of the
               Securities Act or the Exchange Act against any losses, claims,
               damages or liabilities, joint or several, to which such Holder,
               underwriter or controlling person may become subject under the
               Securities Act, the Exchange Act, state securities or Blue Sky
               laws or otherwise, insofar as such losses, claims, damages or
               liabilities (or actions in respect thereof) arise out of or are
               based upon any untrue statement or alleged untrue statement of
               any material fact contained in or incorporated by reference in
               any Registration Statement under which such Registrable


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<PAGE>
               Shares were registered under the Securities Act, any preliminary
               prospectus or final prospectus contained in the Registration
               Statement, or any amendment or supplement to such Registration
               Statement, or arise out of or are based upon the omission or
               alleged omission to state a material fact required to be stated
               therein or necessary to make the statements therein, in light of
               the circumstances in which they were made, not misleading, or any
               violation by the Company of any rule or regulation promulgated
               under the Securities Act or Exchange Act applicable to Company
               and relating to action or inaction required of Company in
               connection with such registration; and the Company will promptly
               reimburse such Holder, underwriter and each such controlling
               person for any legal or any other expenses reasonably incurred by
               such Holder, underwriter or controlling person in connection with
               investigating or defending any such loss, claim, damage,
               liability or action; provided, however, that the Company will not
                                    --------  -------
               be liable in any such case to the extent that any such loss,
               claim, damage or liability arises out of or is based upon any
               untrue statement or omission made in such Registration Statement,
               preliminary prospectus or prospectus, or any such amendment or
               supplement, in reliance upon and in conformity with written
               information furnished to the Company by or on behalf of such
               Holder, underwriter or controlling person expressly for use in
               the preparation thereof.

          (b)  In the event of any registration of any of the Registrable Shares
               under the Securities Act pursuant to this Agreement, Holder, will
               indemnify and hold harmless the Company, each of its directors
               and officers and each underwriter (if any) and each person, if
               any, who controls the Company or any such underwriter within the
               meaning of the Securities Act or the Exchange Act, against any
               losses, claims, damages or liabilities, joint or several, to
               which the Company, such directors and officers, underwriter or
               controlling person may become subject under the Securities Act,
               Exchange Act, state securities or Blue Sky laws or otherwise,
               insofar as such losses, claims, damages or liabilities (or
               actions in respect thereof) arise out of or are based upon any
               untrue statement or alleged untrue statement of a material fact
               contained in or incorporated by reference in any Registration
               Statement under which such Registrable Shares were registered
               under the Securities Act, any preliminary prospectus or final
               prospectus contained in the Registration Statement, or any
               amendment or supplement to the Registration Statement, or arise
               out of or are based upon any omission or alleged omission to
               state a material fact required to be stated therein or necessary
               to make the statements therein, in light of the circumstances in
               which they were made, not misleading, or any violation by the
               Selling Stockholder of any rule or regulation promulgated under
               the Securities Act or Exchange Act applicable to Selling
               Stockholder and relating to action or inaction required of
               Selling Stockholder in connection with such registration, in each
               case to the extent (and only to the extent) the statement or
               omission was made in reliance upon and in conformity


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<PAGE>
               with written information relating to such Selling Stockholder
               furnished to the Company by or on behalf of such Selling
               Stockholder for the express purpose of its use in connection with
               the preparation of such Registration Statement, prospectus,
               amendment or supplement; provided, however, that the obligations
                                        --------  -------
               of Holder hereunder shall be limited to an amount equal to the
               net proceeds actually received by such Holder of Registrable
               Shares sold in connection with such registration.

          (c)  Each party entitled to indemnification under this Section 2.5
               (the "Indemnified Party") shall give notice to the party required
               to provide indemnification (the "Indemnifying Party") promptly
               after such Indemnified Party has actual knowledge of any claim as
               to which indemnity may be sought, and shall permit the
               Indemnifying Party to assume the defense of any such claim or any
               litigation resulting therefrom; provided, that counsel for the
                                               --------
               Indemnifying Party, who shall conduct the defense of such claim
               or litigation, shall be approved by the Indemnified Party (whose
               approval shall not be unreasonably withheld); and, provided,
                                                                  --------
               further, that the failure of any Indemnified Party to give notice
               -------
               as provided herein shall not relieve the Indemnifying Party of
               its obligations under this Section except to the extent that the
               Indemnifying Party is materially adversely prejudiced by such
               failure. The Indemnified Party may participate in such defense at
               such party's expense; provided, however, that the Indemnifying
                                     --------  -------
               Party shall pay such expense if representation of such
               Indemnified Party by the counsel retained by the Indemnifying
               Party would be inappropriate due to actual or potential differing
               interests between the Indemnified Party and any other party
               represented by such counsel in such proceeding; provided further
                                                               -------- -------
               that in no event shall the Indemnifying Party be required to pay
               the expenses of more than one law firm per jurisdiction as
               counsel for the Indemnified Party. The Indemnifying Party also
               shall be responsible for the expenses of such defense if the
               Indemnifying Party does not elect to assume such defense. No
               Indemnifying Party, in the defense of any such claim or
               litigation shall, except with the consent of each Indemnified
               Party, consent to entry of any judgment or enter into any
               settlement which does not include as an unconditional term
               thereof the giving by the claimant or plaintiff to such
               Indemnified Party of a release from all liability in respect of
               such claim or litigation, and no Indemnified Party shall consent
               to entry of any judgment or settle such claim or litigation
               without the prior written consent of the Indemnifying Party,
               which consent shall not be unreasonably withheld.

          (d)  In order to provide for just and equitable contribution in
               circumstances in which the indemnification provided for in this
               Section 2.5 is due in accordance with its terms but for any
               reason is held to be unavailable to an Indemnified Party in
               respect to any losses, claims, damages and liabilities referred
               to herein, then the Indemnifying Party shall, in lieu of
               indemnifying such Indemnified Party, contribute to the amount
               paid or payable by such Indemnified Party as a result of such
               losses, claims,


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<PAGE>
               damages or liabilities to which such party may be subject in such
               proportion as is appropriate to reflect the relative fault of the
               Company on the one hand and the Holder on the other in connection
               with the statements or omissions which resulted in such losses,
               claims, damages or liabilities, as well as any other relevant
               equitable considerations. The relative fault of the Company and
               the Holder shall be determined by reference to, among other
               things, whether the untrue or alleged untrue statement of
               material fact related to information supplied by the Company or
               the Holder and the parties' relative intent, knowledge, access to
               information and opportunity to correct or prevent such statement
               or omission. The Company and the Holder agree that it would not
               be just and equitable if contribution pursuant to this Section
               2.5 were determined by pro rata allocation or by any other method
               of allocation which does not take account of the equitable
               considerations referred to above. Notwithstanding the provisions
               of this paragraph of Section 2.5, (a) in no case shall Holder be
               liable or responsible for any amount in excess of the net
               proceeds received by such Holder from the offering of Registrable
               Shares and (b) the Company shall be liable and responsible for
               any amount in excess of such proceeds; provided, however, that 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. Any party entitled to contribution
               will, promptly after receipt of notice of commencement of any
               action, suit or proceeding against such party in respect of which
               a claim for contribution may be made against another party or
               parties under this Section, notify such party or parties from
               whom contribution may be sought, but the omission so to notify
               such party or parties from whom contribution may be sought shall
               not relieve such party from any other obligation it or they may
               have thereunder or otherwise under this Section. No party shall
               be liable for contribution with respect to any action, suit,
               proceeding or claim settled without its prior written consent,
               which consent shall not be unreasonably withheld.

          2.6     Other Matters with Respect to Underwritten Offerings.  In the
                  ----------------------------------------------------
event that Registrable Shares are sold pursuant to a Registration Statement in
an underwritten offering pursuant to Section 2.1, the Company agrees to (a)
enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of the Company and
customary covenants and agreements to be performed by the Company, including
without limitation customary provisions with respect to indemnification by the
Company of the underwriters of such offering; (b) use its reasonable best
efforts to cause its legal counsel to render customary opinions to the
underwriters with respect to the Registration Statement; and (c) use its
reasonable best efforts to cause its independent public accounting firm to issue
customary "cold comfort letters" to the underwriters with respect to the
Registration Statement.

          2.7     Information by Holder.  Each holder of Registrable Shares
                  ---------------------
included in any registration shall furnish to the Company such information
regarding such holder and the


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<PAGE>
distribution proposed by such holder as the Company may reasonably request and
as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

          2.8     "Stand-Off" Agreement; Confidentiality of Notices.  Each
                  -------------------------------------------------
Selling Stockholder, if requested by the Company and the managing underwriter of
an underwritten public offering by the Company of Common Stock, shall not sell
or otherwise transfer or dispose of any Registrable Shares or other securities
of the Company held by such Stockholder for a period of 90 days following the
effective date of a Registration Statement; provided that all stockholders of
the Company then holding at least 5% of the outstanding Common Stock and all
officers and directors of the Company enter into similar agreements.  Any
Stockholder receiving any written notice from the Company regarding the
Company's plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.

          2.9     Reports under the Exchange Act; Rule 144 Reporting.  The
                  --------------------------------------------------
Company agrees to:

     (a)  Make and keep public information available, as those terms are
          understood and defined in SEC Rule 144 or any similar or analogous
          rule promulgated under the Securities Act, at all times after the date
          hereof; and

     (b)  Use its reasonable best efforts to file with the SEC, in a timely
          manner, all reports and other documents required by the Company under
          the Securities Act and the Exchange Act.

          2.10     [Intentionally Blank].
                   ---------------------

          2.11     Assignment of Registration Rights.     The rights to cause
                   ---------------------------------
the Company to register Registrable Securities pursuant to this Agreement may
not be assigned by Holder.

     3.     General.
            -------

     (a)  Severability.  The invalidity or unenforceability of any provision
          ------------
          of this Agreement shall not affect the validity or enforceability of
          any other provision of this Agreement.

     (b)  Specific Performance.  In addition to any and all other remedies
          --------------------
          that may be available at law in the event of any breach of this
          Agreement, Holder shall be entitled to specific performance of the
          agreements and obligations of the Company hereunder and to such other
          injunctive or other equitable relief as may be granted by a court of
          competent jurisdiction.

     (c)  Governing Law.  This Agreement shall be governed by and construed
          -------------
          in accordance with the internal laws of the State of New Jersey
          (without reference to the conflicts of law provisions thereof).


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<PAGE>
     (d)  Notices.  All notices, requests, consents, and other communications
          -------
          under this Agreement shall be in writing and shall be deemed delivered
          (i) two business days after being sent by registered or certified
          mail, return receipt requested, postage prepaid or (ii) one business
          day after being sent via a reputable nationwide overnight courier
          service guaranteeing next business day delivery, in each case to the
          intended recipient as set forth below:

          If to the Company, at Measurement Specialties, Inc., 80 Little Falls
          Road, Fairfield, New Jersey 07004, Attention: John Hopkins; with a
          copy to, McCarter & English, LLP, Four Gateway Center, 100 Mulberry
          Street, Newark, New Jersey 07012, Attention: Kenneth Thompson, Esq.;
          or

          If to the Holder, at 13355 Noel Road, #1825, Dallas, Texas 75240,
          Attention: Frank Guidone.

          Any party may give any notice, request, consent or other communication
          under this Agreement using any other means (including, without
          limitation, personal delivery, messenger service, telecopy, first
          class mail or electronic mail), but no such notice, request, consent
          or other communication shall be deemed to have been duly given unless
          and until it is actually received by the party for whom it is
          intended. Any party may change the address to which notices, requests,
          consents or other communications hereunder are to be delivered by
          giving the other parties notice in the manner set forth in this
          Section.

     (e)  Complete Agreement.  This Agreement constitutes the entire
          ------------------
          agreement and understanding of the parties hereto with respect to the
          subject matter hereof and supersedes all prior agreements and
          understandings relating to such subject matter.

     (f)  Amendments and Waivers.  Any term of this Agreement may be amended
          ----------------------
          or terminated and the observance of any term of this Agreement may be
          waived with respect to all parties to this Agreement (either generally
          or in a particular instance and either retroactively or
          prospectively), with the written consent of the party granting such
          waiver No waivers of or exceptions to any term, condition or provision
          of this Agreement, in any one or more instances, shall be deemed to
          be, or construed as, a further or continuing waiver of any such term,
          condition or provision.

     (g)  Pronouns.  Whenever the context may require, any pronouns used in
          --------
          this Agreement shall include the corresponding masculine, feminine or
          neuter forms, and the singular form of nouns and pronouns shall
          include the plural, and vice versa.

     (h)  Counterparts; Facsimile Signatures.  This Agreement may be executed
          ----------------------------------
          in any number of counterparts, each of which shall be deemed to be an
          original, and all of which together shall constitute one and the same
          document. This Agreement may be executed by facsimile signatures.


                                       12
<PAGE>
     (i)  Section Headings.  The section headings are for the convenience of
          ----------------
          the parties and in no way alter, modify, amend, limit or restrict the
          contractual obligations of the parties.


                                       13
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first written above.

                                    COMPANY:

                                    MEASUREMENT SPECIALTIES, INC.


                                    By:  /s/ John P. Hopkins
                                         -------------------
                                    Name: John P. Hopkins
                                          ---------------
                                    Title: Chief Financial Officer and Secretary
                                           -------------------------------------

                                    FOUR CORNERS CAPITAL PARTNERS, LP
                                    By:  Four Corners Capital Partners, LLC
                                    Its:  General Partner



                                         By: /s/ Frank Guidone
                                             -----------------
                                             Frank Guidone, Member


                                       14
<PAGE>