Related Party Transactions and Outside Related Director Information

Measurement Specialties, Inc. (MSS)

7/29/2005 Proxy Information

In May 2002, we retained Corporate Revitalization Partners ("CRP") to conduct our ongoing operational/financial restructuring efforts. In June 2002, Frank Guidone, a Managing Director of CRP, became our Chief Executive Officer. During the fiscal 2003, we incurred $2.6 million in consulting fees and expenses payable to CRP (excluding the success fees described below). In addition to consulting fees based on hours billed by CRP consultants (at hourly rates that range from $175 to $275, capped at a maximum of 50 hours per consultant each week), CRP earned an aggregate "success fee" of $138,000 and warrants exercisable to purchase an aggregate of 120,615 shares of our common stock (at an exercise price of $2.28/share) as a result of the achievement of certain goals in connection with our restructuring program. CRP exercised its warrants in June 2003.

Mr. Guidone may be deemed to have an indirect beneficial ownership interest in the warrants issued to CRP.

On April 21, 2003, the Compensation Committee of our Board of Directors reached a verbal agreement with Frank Guidone regarding his long term retention as Chief Executive Officer. Definitive agreements memorializing this arrangement were entered into on July 22, 2003, between the company and Four Corners Capital Partners, LP, a consulting firm of which Mr. Guidone is a Principal. Pursuant to this arrangement, Four Corners has made Mr. Guidone available to serve as our Chief Executive Officer, for which it received an annual fee of $400,000 for fiscal 2005 and was eligible to receive a performance based bonus. In addition, Four Corners was issued a warrant to purchase up to 600,000 shares of our common stock. The right to purchase the shares vested over a period of four years (subject to the continued service of Mr. Guidone), but vesting was to be accelerated in the event certain performance milestones were achieved. In addition, in connection with this arrangement, Mr. Guidone entered into a non-competition agreement and Four Corners was granted registration rights relating to any shares purchased under the warrant. During fiscal 2004, all performance milestones triggering accelerated vesting under the warrant were achieved, and in March 2004, Four Corners exercised the warrant in a cashless exercise and received a net of 500,785 shares. Four Corners also exercised its registration rights with respect to such shares.

On December 22, 2004, we consummated the acquisition of all of the issued and outstanding stock of Humirel SA. Jean Francois Allier and certain members of his family, as selling shareholders of Humirel SA, are entitled to their proportionate share (approximately 34.75%) of certain amounts to be paid relating to the deferred acquisition payment and earn-out targets. The aggregate deferred payment of $1,900,000 is due on December 22, 2006 (less any applicable offsets) and bears interest at the rate of 3% per annum. In addition, the selling shareholders can earn in the aggregate up to an additional 6,300,000 or $8,400,000 if certain performance hurdles, including established net sales and gross margin levels in 2005, are achieved. No amounts were paid to Jean Francois Allier or his family members for their proportionate share of the deferred payments or earn-out during fiscal 2005.