SHARE PURCHASE AND TRANSFER AGREEMENT

Dated  30 November 2005

THE SELLERS

and

MWS Sensorik GmbH

SHARE PURCHASE AND TRANSFER AGREEMENT

BETWEEN

AND

MWS SENSORIK GMBH ,   a company organised in accordance with the laws of Germany, whose registered office is located at Otto-Hahn-Str. 6, 85276 Pfaffenhofen a.d. Ilm, registered at the Commercial Register of the local court of Ingolstadt under HRB 191024

AND

MEASUREMENT SPECIALTIES INC. ,   a corporation registered under the laws of the State of New Jersey, USA, and whose registered office is located at 1000 Lucas Way, Hampton, VA 23666, USA

The Sellers, the Buyer and the Guarantor are referred to individually as a “ Party ” and collectively as the “ Parties ”.

INTRODUCTION

NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS

“ Accounts ” means the audited balance sheet, the profit and loss account and annexes of the Company for the year ending on the Balance Sheet Date (a copy of which is attached to this Agreement as Schedule 1.1 (a) );

“ Affiliate ” means any company which is an affiliated company in the meaning of Section 15 of the German Stock Corporation Act ( Aktiengesetz ) and for the purposes of this Agreement includes any person within the meaning of section 15 of the German Fiscal Code (Abgabenordnung) ;

“ Agreement ” means this share purchase and transfer agreement;

“ Balance Sheet Date ” means   December 31, 2004;

“ Business ” means the development, manufacturing and sale of sensors and sensor systems based on Micro Electro Mechanical System (MEMS) technology as carried out by the Company on the date of this Agreement;

“ Business Day ” means any day other than   Saturday   and   Sunday upon which banks are open for business in Dortmund and New York;

“ Cash ” means the aggregate amount of any cash ( Kassenbestand ) and cash equivalents, including cheques, rental deposits, deposits with banks and other financial institutions, marketable securities and short term investments of the Company (in each case including accrued or unpaid interest thereon);

“ Closing ” means the closing of the purchase of the Shares in accordance with Clause 8;

“ Closing Accounts ” means the closing accounts as of the Closing Date drawn up in accordance with the German generally accepted accounting principles ( HGB ) immediately after the Closing Date, in any event not later than 10 Business Days after the Closing Date;

“ Closing   Date ” means the date on which the Closing shall take place in accordance with Clause   8;

" Closing Date Net Debt " means the Net Debt as of the Closing Date;

“ Closing Payment ” means the amount of € 2,521,533.61 (in words: Euro two million five hundred twenty-one thousand five hundred thirty-three and sixty-one cent);

" Commercial Leases "   means a lease relating to the Property that is used by the Company as tenant;  

" Company ” has the meaning set out in the Introduction;

" Debt " means the aggregate amount of any Interest Bearing Debt, Employee Liabilities, Past-due Accounts Payables; Past-due Rent, Past-due Consulting Fees;

" De Minimis Amount " has the meaning given to that term in Clause 5.5 (a);

“ Disclosure Schedule ” means the Schedule of information disclosed by the Sellers against the Warranties as attached to this Agreement as Schedule 1.1 (b) ;

" Earn-Out Due Date " means the date two years following the Closing Date;

“ Earn-Out Payment ” has the meaning given to that term in Clause 3.4;

“Employee Liabilities” means 100% of the accruals management bonuses and of the accruals 13, salary and bonus payments ;

“ Entity ” means a corporate, partnership, limited liability company, limited liability partnership or any other form of legal association in any jurisdiction whatsoever;

" Escrow Account " has the meaning given to that term in Clause 5.4;

" Escrow Agreement " has the meaning given to that term in Clause 5.4;

" Escrow Amount " has the meaning given to that term in Clause 5.4;

“ Financing Agreements ” has the meaning set forth in Clause   4.3.10 (ii);

" Important Agreements ” means (with the exclusion of insurance agreements and employment agreements or other agreements specifically disclosed in this Agreement) all agreements, contracts, group or series of contracts taken together, undertakings or arrangements (whether written or oral) into which the Company has entered and which fall within one of the following categories:

“ Intellectual Property ” means all patents (and applications therefore), utility models (and applications therefore), trade and service marks, rights in designs and copyrights topography rights, rights in databases and Know How;  

" Interest Bearing Debt " means the aggregate of long-term and short-term interest bearing debt to banks, financial or other institutions, including interest accrued thereon;

" Interim Accounts " means the unaudited balance sheet and the profit and loss account as per October 31, 2005 (a copy of which is attached to this Agreement as Schedule 1.1 (c)) ;

" Know How " means any non-patented practical information, resulting from experience and testing which is secret, substantial and identified, whereas (a) secret means that the information is not generally known or easily accessible, (b) substantial means that the information is important for the Business and (c) identified means that the information can be described in a sufficiently comprehensive manner so as to make it possible to verify that it fulfils the criteria of secrecy and substantiality;

“ Legal Requirement ”   means any applicable laws, common laws, statute, regulations, ordinance, rule, award, judgment, decision (including administrative practice), whether foreign or domestic and whether national, local, EC or worldwide;

" Manager's Best Knowledge " means solely the actual knowledge ( positive Kenntnis ) and gross negligent lack of knowledge ( grob fahrl’ssige Unkenntnis ) of the Manager as of the date of this Agreement; the actual knowledge and gross negligent lack of knowledge of Hubertus von Janecek, Dirk Enderlein, Peter Schenuit, Dr. Joachim Sonntag, Axel Bartos, Ralf Gottfried and Silvia Weppler, shall be attributable to the Manager;

"Manager's Knowledge" means solely the actual knowledge ( positive Kenntnis ) of the Manager as of the date of this Agreement; the actual knowledge of Hubertus von Janecek, Dirk Enderlein, Peter Schenuit, Dr. Joachim Sonntag, Axel Bartos, Ralf Gottfried and Silvia Weppler shall be attributable to the Manager;

" Net Debt " means the balance of Debt minus Cash;

" Net Sales " means the sales of the Company within the meaning of Section 277 subs. 1 of the German Commercial Code ( Handelsgesetzbuch, HGB ), meaning sales net of returns; it being understood that sales between the Company and the Buyer and/or its subsidiaries shall be taken into account at an arm’s length basis;

" Neutral Auditor " means Ernst & Young, Dortmund;

" Past-due Accounts Payables " means all accounts payables trade over 28 days past due;

" Past-due Rent " means all rents for the Property past due;

" Past-due Consulting Fees " means all consulting fees of CfC Companies for Companies GmbH & Co. KG, Dortmund,   past due;

“ Property " means the premises and land used by the Company;

“ Schedules ” means the schedules annexed as documents to this Agreement;

" Security "   means any “ Belastungen”, “Hypotheken”, “Grundschulden”, “Sicherungsabtretungen und -übereignungen” “Garantien”, “Bürgschaften”, “Freistellungen”, “Pfandrechte”, Nießbrauchsrechte, “Treuhandvereinbarungen”, “Zurückbehaltungsrechte und Aufrechnungsrechte”, “Optionen”, “Vorkaufs- oder Vorerwerbsrechte” or any encumbrance, or their equivalent in any jurisdiction other than Germany;

“Sellers’ Joint Representative” means European Technologies Holding B.V. or any other person or entity on which the Sellers from time to time agree;

" Sellers’ Nominated Joint Account "   means   account holder: CMS Hasche Sigle;   bank: Deutsche Bank AG; branch: 100, account number: 0943308 04; bank code: 500 700 10; IBAN: DE18500700100094330804; BIC: DEUTDEFFXXX;

" Shareholder Loans " means any and all loans granted by the Sellers to the company (including interest accrued thereon), in particular, but not limited to

“ Shares ” means the shares in the Company which represent in the aggregate 100% of the entire issued share capital of the Company that are transferred by the Sellers to the Buyer pursuant to this Agreement;

" Silent Partnerships " means the silent partnerships between the Company and Technologie-Beteiligungs-Gesellschaft mbh der Deutschen Ausgleichsbank under the participation agreements dated December 14, 1994/January 2, 1995 and January 14, 1997/January 24, 1997;

"Taxes" means all direct or indirect forms of taxation, duties, impositions, levies, withholding taxes, social security or other similar contributions and charges of whatsoever nature payable under applicable law imposed by any regional, national or other authority or body and all penalties, costs and interest relating thereto;

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;

" Threshold " has the meaning given to that term in Clause 5.5 (b);

“ Warranties ” means the warranties contained in Clause   6 and “ Warranty ” means any one of them .

The Earn-Out Payment shall be based on the Net Sales for the 12 months ending December 31, 2006. An amount of €3,000,000 shall be earned for Net Sales equal to or greater than €15 million. The Earn-Out Payment shall begin to accrue at €11.5 million of Net Sales and increase on a pro rata basis to 100% at €15 million of Net Sales. No Earn-Out Payment is due if the Net Sales are less than €11.5 million. An excel-sheet setting forth calculation examples of the Earn-Out Payment on the basis of the Net Sales is attached as Schedule 3.4 .

If the Sellers and the Buyer cannot agree on the Earn-Out Payment within 4 weeks of the Earn-Out Due Date, Clause 3.3 shall apply mutatis mutandis .

The Manager warrants ( garantiert ) to the Buyer by way of an independent warranty ( selbst’ndiges Garantieversprechen ) under Section 311 subs. 1 of the German Civil Code ( Bürgerliches Gesetzbuch; BGB ) within the scope and subject to the requirements and limitations provided in Clauses 4 and 5 hereof or otherwise in this Agreement that the following Warranties are true and accurate in all respects on the date of this Agreement.

To the Manager’s Best Knowledge, there is no material inaccuracy or material omission in any information provided to or disclosed to the Buyer during the course of the due diligence investigation of the Company conducted by the Buyer and its advisers prior to the date of this Agreement. For the avoidance of doubt, this Warranty shall not apply to any information provided to the Buyer and/or the Guarantor prior to the due diligence exercise, in particular during the ordinary business relationship;

The copy of the Articles of Association ( Satzung ) of the Company delivered by the Sellers to the Buyer and attached in the Disclosure Schedule is true, complete and accurate.

The Company is incorporated and registered in accordance with the laws of Germany and is duly organised and validly existing under such laws.

The Commercial Register extract attached in the Disclosure Schedule contain true and accurate information and are up-to-date. No shareholders’ resolution amending the articles of association has since been passed or filed with the Commercial Register.

Neither the Company nor its managing directors are obliged to file a petition for insolvency under German law, nor has the Company filed a petition for insolvency. To the Manager’s Best Knowledge, neither have any insolvency proceedings been applied for by a third party or been ordered by a court nor have such proceedings been denied due to lack of assets.

The Shares are held as set forth in Schedule 2.1 . The Shares have been duly issued and fully paid up. All contributions have been made in compliance with applicable law and have not been repaid or returned, in whole or in part, whether open or disguised, directly or indirectly. There are no obligations to make further contributions ( keine Nachschusspflichten ). No hidden contributions in kind ( verdeckte Sacheinlagen ) have been made in respect of the Shares. The Shares may be freely transferred by the respective Seller and are the only shares issued. The Shares are free of any Security and of any third party rights.

No Seller is party to any contract or undertaking regarding the issue or the allocation of the Shares or granting to any person the right to purchase or to pre-empt all or part of the Shares. The Company has not issued, nor is bound to issue, securities giving rights, at any moment or on a given date, whether by conversion, exchange, repayment or by any other method, to the allocation of the Shares which are or which will be issued for this purpose.

The Sellers are the sole and full holders of the Shares. No person has made any claims to the Shares or with regard to any Security in relation to the Shares. No Shares of the Company are legally or beneficially owned by any person other than the Sellers.

The Company is not or has not agreed to become a holder of any class of share or other capital of any Entity and the Company.

No violation of Sections 30, 31 of the German Limited Liability Companies Act ( Gesetz betreffend die Gesellschaften mit beschr’nkter Haftung; GmbH-Gesetz ) has occurred in respect of the Shares.

The Company is not party to any shareholder loans or silent partnership agreements and there exist no claims, neither current nor future, against the Company arising from past shareholder loans or silent partnership agreements.

The Company holds all material public permits, licences, authorisations, certificates and consents necessary for the Company to carry out the Business.

The Company has carried out and is carrying on the Business materially in accordance with all applicable statutory requirements.

Save as disclosed in the Disclosure Schedule, the Company is not under an obligation to any third party to refrain from competing with a third party or from engaging in any other activity.

As further detailed in the Disclosure Schedule, the Accounts have been drawn up in accordance with the German generally accepted accounting principles ( HGB ). The Accounts give a true and fair view of the assets and liabilities, the financial situation and the results of the Company for the period referenced therein.

Save as disclosed in the Disclosure Schedule, the Accounts have been drawn up using the same principles and methods as those used during the last three financial years.   Unless otherwise set forth in the Disclosure Schedule, the financial position and results shown by the Accounts have not to any material extent been affected by any non recurrent, extraordinary or exceptional items or by inconsistencies of accounting practice or by any other fact rendering such financial position and results unusual or misleading in any material respect.

To the Manager’s Best Knowledge, there are no liabilities or obligations, whether accrued or contingent ( Haftungsverh’ltnisse ) except (i) as disclosed in the Accounts (ii) incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice or (iii) contractual liabilities incurred in the ordinary course of business, which are not required to be recorded on a balance sheet according to German generally accepted accounting principles ( HGB ).

To the Manager’s Best Knowledge, proper and sufficient provisions have been made.

The Warranties relating to the Accounts shall apply mutatis mutandis to the Interim Accounts.

The assets included in the Accounts, save for those disposed of since the Balance Sheet Date in the ordinary course of business, are legally and beneficially owned by the Company and, other than disclosed in the Disclosure Schedule, free from any Security, save as (i) disclosed in the Accounts, (ii) retention of title rights, liens, pledges or other security rights in favour of suppliers, mechanics, workmen, carriers and the like, (iii) security rights granted to banks and other financial institutions over cash and other assets deposited with such banks or financial institutions and (iv) encumbrances or rights of third parties created under applicable law, including pledges and other security rights in favour of Tax authorities or other governmental entities.

The Company does not own any real property. There is no real property used by the Company, save for the property which is identified in the Disclosure Schedule (together the “ Property ”).

The Company is tenant of the Property pursuant to Commercial Leases which are listed in the Disclosure Schedule. The Disclosure Schedule contains a true and complete list of all lease agreements pertaining to the Property.

No notice to quit in respect of the Commercial Leases has been served on or by the Company.

The Company has not sub-let or granted any other right of occupation over all or part of the Property over which it has the Commercial Leases.

To the Manager’s Best Knowledge, the Company is in compliance with the applicable material environmental legislation and with the applicable material environmental provisions of German law. Unless otherwise set forth in the Disclosure Schedule, to the Manager’s Best Knowledge, there exists no environmental inspection, audit, study, review, test or analysis relating to the Property.

To the Manager’s Knowledge, the Property is not subject to any material contamination.

Details (description and, if applicable, numbers and dates of filing, registration and renewal) relating to the patents and trademar