<PAGE>
                                                                    Exhibit 3.29


              AMENDMENT TO SENIOR SECURED NOTE, SENIOR SECURED NOTE
             AND WARRANT PURCHASE AGREEMENT AND SECURITY AGREEMENTS.

      This is an amendment (the "Amendment") dated January 31, 2003 among
Castletop Capital, L.P. ("Castletop"), Measurement Specialties, Inc. ("MSI") and
IC Sensors, Inc. ("ICS") to the Note, Purchase Agreement and Security Documents
(each of which terms are hereinafter defined).

BACKGROUND

      A.    Castletop and MSI are party to a Senior Secured Note, Senior Secured
            Note and Warrant Purchase Agreement dated October 31, 2002 (the
            "Purchase Agreement") pursuant to which MSI issued its Senior
            Secured Note dated October 31, 2002 in the amount of $9,300,000 (the
            "Note").

      B.    To secure the obligations of MSI to Castletop, MSI executed and
            delivered a Security Agreement dated October 31, 2002 (the "MSI
            Security Agreement") under which it granted a lien on the assets of
            MSI listed therein.

      C.    To induce Castletop to purchase the Note from MSI, ICS issued its
            guaranty dated October 31, 2002 (the "ICS Guaranty") of the
            obligations of MSI to Castletop under the Note and executed and
            delivered a Security Agreement dated October 31, 2002 (the "ICS
            Security Agreement"; collectively with the MSI Security Agreement,
            the "Security Documents") under which it granted a lien on the
            assets of ICS listed therein.

      D.    MSI, ICS and Fleet Capital Corporation ("Fleet") have entered into a
            Loan and Security Agreement dated January 31, 2003 (as hereafter
            amended, modified or revised, the "Fleet Loan Agreement") under
            which, among other things, Fleet will lend up to $15,000,000 to MSI
            and ICS. A portion of the proceeds of the Fleet Loan Agreement are
            to be used reduce the obligations owed by MSI to Castletop to an
            amount of $2,000,000.

      E.    It is a condition to the effectiveness of the Fleet Loan Agreement
            that (1) Castletop subordinate its rights under the Purchase
            Agreement and the Note and the ICS Guaranty and its liens on the
            assets of MSI and ICS under the terms of a Subordination Agreement
            among Castletop and Fleet dated January 31, 2003, and (2) amend the
            terms of the Purchase Agreement and Note to provide for a maturity
            of January 31, 2005 and otherwise on terms and conditions
            satisfactory to Fleet.

      F.    Castletop, MSI and ICS are entering into this agreement to amend the
            Note, Purchase Agreement, MSI Security Agreement and ICS Security
            Agreement.

      ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

A.    DEFINED TERMS
<PAGE>
      Capitalized terms defined in the preamble and background shall have the
meanings so assigned. Capitalized terms not otherwise defined shall have the
meaning assigned those terms in the Purchase Agreement.

B.    AMENDMENT TO SENIOR SECURED NOTE

      The Note is amended by the Allonge to Promissory Note attached as Exhibit
A.

C.    AMENDMENT TO PURCHASE AGREEMENT

      1.    AMENDMENT TO SECTION 5.02 OF THE PURCHASE AGREEMENT

      Section 5.02 of the Purchase Agreement is amended to read as follows:

      The Issuer will comply with the covenants contained in Sections 8.2 and
8.3 of the Fleet Loan Agreement as if such covenants were set forth herein at
length. Issuer agrees that any termination of the Fleet Loan Agreement shall not
affect its obligation to comply with the above listed sections of the Fleet Loan
Agreement for the limited purpose of this Section 5.02.

      2.    DELETION OF SECTION 5.04

      Section 5.04 is deleted in its entirety.

D.    AMENDMENTS TO SECURITY DOCUMENTS

      The MSI Security Agreement and ICS Security Agreement are each amended as
follows:

      1.    AMENDMENT TO SECTION 1.01

      Section 1.01 is amended to add the following definition

      "Senior Lender" means Fleet Capital Corporation or its successors or
assigns under the Loan and Security Agreement between Fleet Capital Corporation,
Measurement Specialties Inc. and IC Sensors, Inc. dated January 31, 2003.

      2.    AMENDMENT TO SECTION 2.01

      Section 2.01 is amended to delete the words "first priority" and "upon
      termination of that certain Existing Senior Credit Agreement (as defined
      in the Purchase Agreement)".

      3.    AMENDMENT TO SECTION 4.02

      Section 4.02 is amended to add the following words at the beginning of the
      section: "Subject to the prior rights of the Senior Lender,".

      4.    AMENDMENT TO SECTION 4.07
<PAGE>
      Section 4.07 is amended to add the following words at the beginning of the
      section: "Other than Liens in favor of the Senior Lender, ".

      5.    DELETION OF SECTION 4.10

      Section 4.10 is deleted in its entirety.

      6.    AMENDMENT TO SECTION 4.11

      Section 4.11 is amended to add the following sentence at the beginning of
      the section: "All of the following rights are subject to the prior rights
      of the Senior Lender with respect thereto."

      7.    DELETION OF SECTION 4.17

      Section 4.17 is deleted in its entirety.

E.    CONDITIONS TO EFFECTIVENESS

      This Amendment is conditioned on the following: (1) the successful closing
of the refinancing of MSI and ICS by Fleet that is documented in the Fleet Loan
Agreement, (2) the execution and delivery of this Amendment and the Allonge by
Castletop, MSI and ICS, as applicable, and (3) the receipt by Castletop on
January 31, 2003 of confirmation of a wire transfer in the amount of $7,356,058
or by February 3, 2003 of $7,359,674.

F.    REPRESENTATIONS AND WARRANTIES.

      MSI and ICS represent and warrant to Castletop that: (i) they have the
power, and have taken all necessary action to authorize, execute and deliver
this Amendment and the Allonge and perform their obligations in accordance with
the terms hereunder, (ii) this Amendment is the legal, valid and binding
obligation of MSI and ICS enforceable against them in accordance with their
terms without any offsets, counterclaims or defenses, (iii) the execution,
delivery and performance of this Amendment by MSI and ICS will not (a) require
any governmental approval or any other consent or approval; or (b) violate,
conflict with, result in a breach of, constitute a default under any agreement
to which it is a party, or result in or require the creation of any lien upon
any of their assets, (iv) no Event of Default has occurred and is continuing,
and (v) the financial information provided by the MSI and ICS to Castletop in
connection with their request that Castletop enter into this Amendment is true
and correct in all material respects.

G.    GENERAL PROVISIONS

      1.    INTEGRATION.

      This Amendment constitutes the entire agreement and understanding among
the parties relating to the subject matter hereof and thereof and supersedes all
prior proposals, negotiations, agreements and understandings relating to such
subject matter.
<PAGE>
      2.    SEVERABILITY.

      If any provision of this Amendment shall be held invalid or unenforceable
in whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or enforceability
without in any manner affecting the validity or enforceability of such provision
in any other jurisdiction or the remaining provisions of this Amendment in any
other jurisdiction.

      3.    GOVERNING LAW; SUCCESSORS AND ASSIGNS.

      This Amendment is governed by the laws of the State of Texas and is
binding upon MSI, ICS and Castletop and their respective successors and/or
assigns, as the case may be.

      4.    COUNTERPARTS.

      This Amendment may be executed by one or more of the parties on any number
of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A facsimile of an executed
counterpart shall have the same effect as the original executed counterpart.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, on the date
first above written.

                                         Measurement Specialties, Inc.
                                         IC Sensors, Inc.

                                         By: /s/ Frank Guidone
                                            -----------------------------
                                            Frank Guidone,
                                            Chief Executive Officer

                                         Agreed to:
                                         Castletop Capital, L.P.
                                         By Castletop Capital Management, L.P.
                                         its general partner
                                         By Castletop Capital GP, LLC its
                                         general partner

                                         By: /s/ Morton L. Topfer
                                            -----------------------------
                                            Name:  Morton L. Topfer
                                            Title: Managing Director
<PAGE>
                                    Exhibit A

                           ALLONGE TO PROMISSORY NOTE

      THIS ALLONGE TO PROMISSORY NOTE ("Allonge") is made as of January 31, 2003
by and between Measurement Specialties, Inc. (the "Maker") and Castletop
Capital, L.P. ("Payee").

                                    WHEREAS:

      On October 31, 2002 Maker executed and delivered to the order of Payee its
Note (the "Note") in the original principal amount of nine million three hundred
thousand dollars ($9,300,000) to evidence the obligations of the Maker to the
Payee.

      The Maker has made payments under the Note paying all accrued interest
through January 31, 2003 and reducing the principal amount to $2,000,000.

      NOW, THEREFORE, THIS AMENDED NOTE WITNESSETH: That for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Note is amended and revised as follows:

      1. The final maturity date of the note, as reflected in the first numbered
paragraph of the Note, is changed to January 31, 2005.

      2. After January 31, 2003 interest shall accrue at a rate of 11% per
annum.

      3. This Allonge may be executed in counterparts, such counterparts
together constituting but one and the same agreement. In the event of any
conflict or inconsistency between the Note and this Allonge, this Allonge shall
control. This Allonge shall be governed by and construed in accordance with the
laws of the State of Texas, without regard to principles of conflicts of law.
Except as provided herein, the terms and provisions and covenants of the Note
are in all other respects hereby ratified and confirmed and shall remain in full
force and effect.

      IN WITNESS WHEREOF, the Maker has executed this Allonge as of the day and
year first above written.

                                         Measurement Specialties, Inc.

                                         By:_______________________
                                            Frank Guidone,
                                            Chief Executive Officer

                                         Agreed to:
                                         Castletop Capital, L.P.
                                         By Castletop Capital Management, L.P.
                                         its general partner
                                         By Castletop Capital GP, LLC its
                                         general
<PAGE>
                                         partner


                                         By:________________________
                                            Name:
                                            Title:


<PAGE>



               SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT




                             Dated October 31, 2002





                                   Purchase by


                             Castletop Capital, L.P.


                            Of Secured Note and Warrant


                       From Measurement Specialties, Inc.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE I DEFINITIONS .....................................................    1


1.01   DEFINED TERMS ......................................................    1
1.02   OTHER DEFINITIONAL PROVISIONS ......................................    4


ARTICLE II PURCHASE OF CONVERTIBLE NOTE AND WARRANT .......................    4


2.01   SALE AND PURCHASE OF NOTE AND WARRANT ..............................    4
2.02   USE OF PROCEEDS ....................................................    4
2.03   REGISTRATION, TRANSFER AND REPLACEMENT OF NOTE .....................    5
2.04   COLLATERAL SECURITY ................................................    5


ARTICLE III REPRESENTATIONS AND WARRANTIES ................................    5


3.01   EXISTENCE; COMPLIANCE WITH LAW; CAPITALIZATION .....................    5
3.02   POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS ......................    6
3.03   NO LEGAL BAR .......................................................    6
3.04   NO DEFAULT .........................................................    6
3.05   TAXES ..............................................................    7
3.06   ACTIONS ............................................................    7
3.07   SOLVENCY, ETC ......................................................    7
3.08   DISCLOSURE .........................................................    7
3.09   INSURANCE ..........................................................    8


ARTICLE IV CONDITIONS .....................................................    8


4.01   PURCHASE DOCUMENTS .................................................    8
4.02   LIEN IN FAVOR OF LENDER ............................................    8


ARTICLE V COVENANTS .......................................................    8


5.01   PAYMENT OF NOTE ....................................................    8
5.02   INCORPORATION OF COVENANTS FROM EXISTING SENIOR CREDIT AGREEMENT ...    8
5.03   FURTHER ASSURANCES .................................................    9
5.04   REFINANCING ........................................................    9


ARTICLE VI EVENTS OF DEFAULT ..............................................    9


6.01   BANKRUPTCY, ETC ....................................................    9
6.02   OTHER EVENTS .......................................................    9
6.03   OTHER RIGHTS .......................................................   11
6.04   WAIVERS ............................................................   11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE VII MISCELLANEOUS .................................................   11


7.01   AMENDMENTS AND WAIVERS .............................................   11
7.02   NOTICES ............................................................   11
7.03   NO WAIVER; CUMULATIVE REMEDIES .....................................   12
7.04   PAYMENT OF EXPENSES AND TAXES ......................................   12
7.05   INDEMNIFICATION ....................................................   13
7.06   COUNTERPARTS .......................................................   13
7.07   SEVERABILITY .......................................................   13
7.08   INTEGRATION ........................................................   13
7.09   GOVERNING LAW ......................................................   14
7.10   SUBMISSION TO JURISDICTION; WAIVERS ................................   14
7.11   ORIGINAL ISSUE DISCOUNT ............................................   14
7.12   WAIVERS OF JURY TRIAL ..............................................   16
</TABLE>
<PAGE>
                                 SENIOR SECURED
                       NOTE AND WARRANT PURCHASE AGREEMENT

      THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of
October 31, 2002 is by and between Measurement Specialties, Inc. (the "Issuer")
and Castletop Capital, L.P. (the "Initial Holder").

                                    RECITALS

      A. The Issuer has asked that the Initial Holder purchase a senior secured
note and a warrant for the purchase of stock of the Issuer for an aggregate
purchase price of $9,300,000 on the terms and conditions set forth herein.

      B. The Initial Holder has agreed to purchase such note and warrant on the
terms and conditions set forth herein.

            ACCORDINGLY, the parties hereto hereby agree as follows:

                             ARTICLE I DEFINITIONS

      1.01 DEFINED TERMS.

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

      "Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.

      "Capital Lease": any lease of property, real or personal by the Issuer,
the obligations of which are required in accordance with GAAP to be capitalized
on a balance sheet of the Issuer.

      "Closing Date": the date on which all the conditions set forth in ARTICLE
IV shall first have been satisfied.

      "Code": the Internal Revenue Code of 1986, as amended from time to time.

      "Collateral": as defined in Section 2.04.

      "Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with the Issuer within the meaning of Section 4001
of ERISA or is part of a group which includes the Issuer and which is treated as
a single employer under Section 414 of the Code.

      "Contractual Obligation": any provision of any security issued by the
Issuer or of any agreement, instrument or other undertaking to which the Issuer
is a party or by which it or any of its property is bound, including without
limitation, any Indebtedness.

      "Default": any of the events specified in Section 8.02, hereof, whether or
not any

                                      -1-
<PAGE>
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

      "ERISA": the Employee Retirement Income Security Act of 1974, as amended
from time to time.

      "Event of Default": any of the events specified in Section 6.02, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

      "Existing Senior Credit Agreement": the Amended and Restated Revolving
Credit, Term Loan and Security Agreement dated as of February 28, 2001 among the
Issuer, First Union National Bank (now known as Wachovia Bank, National
Association), Summit Bank (now known as Fleet Bank, N.A.) and The Chase
Manhattan Bank (now known as JP Morgan Chase Bank), as modified by that certain
Forbearance Agreement, dated June __2002

      "GAAP": generally accepted accounting principles in the United States of
America in effect from time to time.

      "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

      "Guarantee Obligation": as to the Issuer, any obligation of the Issuer
guaranteeing or in effect guaranteeing any indebtedness, leases, dividends or
other obligations of any other third Person in any manner, whether directly or
indirectly or otherwise to assure or hold harmless the owner of any primary
obligation against loss in respect thereof.

      "Holder": the Initial Holder and any successor or assignees and any Person
purchasing a Note and Warrant and any of their successors or assigns.

      "Indebtedness": of the Issuer at any date, (i) all indebtedness of the
Issuer for borrowed money or for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course
of business) or which is evidenced by a note, bond, debenture or similar
instrument, including, without limitation the indebtedness evidenced by the
Existing Senior Credit Agreement, (ii) all obligations of the Issuer under
Capital Leases, (iii) all obligations of the Issuer in respect of letters of
credit or acceptances issued or created for or for the account of the Issuer,
(iv) all obligations of the Issuer under currency exchange contracts or interest
rate swap agreements, and (v) all liabilities secured by any Lien on any
property owned by the Issuer even though the Issuer have not assumed or
otherwise become liable for the payment thereof.

      "Insolvency": with respect to any multiemployer plan, the condition that
such Plan is insolvent within the meaning of Section 4245 of ERISA.

      "Insolvent": pertaining to a condition of insolvency.


                                      -2-
<PAGE>
      "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement, any Capital Lease having substantially the same economic
effect as any of the foregoing, and the filing of any financing statement under
the Uniform Commercial Code or comparable law of any jurisdiction in respect of
any of the foregoing).

      "Loan Party": as defined in Section 6.01.

      "Material Adverse Effect": a material adverse effect on (i) the business,
operations, property, condition (financial or otherwise) or prospects of the
Issuer, (ii) the ability of the Issuer to perform its obligations under the
Purchase Documents, or (iii) the validity or enforceability of the Purchase
Documents or the rights or remedies of the Holders hereunder or thereunder.

      "Note": the promissory note issued pursuant to this Purchase Agreement
substantially in the form of Exhibit A.

      "Person": an individual, partnership, corporation, business trust, joint
stock company, limited liability company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

      "Plan": at a particular time, any employee benefit plan which is covered
by ERISA and in respect of which the Issuer or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

      "Purchase Agreement": this Senior Secured Note and Warrant Purchase
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.

      "Purchase Documents": the documents in subsection 4.01 whose delivery is a
condition to the effectiveness of this Purchase Agreement and all other
documents executed and delivered in connection herewith or therewith, including
any amendments, supplements or other modifications to any of the foregoing.

      "Requirement of Law": as to any Person, the certificate of incorporation,
or other organizational or governing documents of such Person, and any law,
treaty, rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its material property
is subject.

      "Responsible Officer": the chief executive officer, the president or the
chief financial officer of the Issuer.

      "Security Documents": as defined in Section 2.04.

      "Sensors": IC Sensors, Inc., a wholly owned subsidiary of the Issuer.


                                      -3-
<PAGE>
      "Subsidiary": as to any Person, a corporation, partnership or other entity
of which more than 50% of the shares of stock, or other ownership interests
having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity, are at the time owned, directly or indirectly,
through one or more intermediaries, or both, by such Person.

      "UCC": the Uniform Commercial Code as from time to time in effect in the
State of New Jersey.

      "Warrant": means the Warrant issued under this Purchase Agreement by the
Issuer in favor of the Initial Holder.

      1.02 OTHER DEFINITIONAL PROVISIONS.

            (a) Unless otherwise specified therein, all terms defined in this
      Purchase Agreement shall have the defined meanings when used in the Note
      or any certificate or other document made or delivered pursuant hereto.

            (b) As used herein and in the Note, and any certificate or other
      document made or delivered pursuant hereto, accounting terms relating to
      the Issuer not defined in subsection 1.01 and accounting terms partly
      defined in subsection 1.01, to the extent not defined, shall have the
      respective meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
      similar import when used in this Purchase Agreement shall refer to this
      Purchase Agreement as a whole and not to any particular provision of this
      Purchase Agreement, and Section, Subsection, Schedule and Exhibit
      references are to this Purchase Agreement unless otherwise specified.

            (d) The meanings given to terms defined herein shall be equally
      applicable to both the singular and plural forms of such terms.

              ARTICLE II PURCHASE OF CONVERTIBLE NOTE AND WARRANT

      2.01 SALE AND PURCHASE OF NOTE AND WARRANT.

      Subject to the terms and conditions hereof and for the payment by the
Initial Holder to the Issuer of $9,300,000, the Issuer agrees to issue and sell,
and the Initial Holder hereby agrees to purchase the Note in the form of Exhibit
A and the Warrant in the form of Exhibit B.

      2.02 USE OF PROCEEDS.

      The proceeds of the Note shall be used by the Issuer to repay all amounts
owed by the Issuer under the Existing Senior Credit Agreement in order to
terminate such existing Senior Credit Agreement and to release all Liens in
connection therewith, and for other general corporate purposes.


                                      -4-
<PAGE>
      2.03 REGISTRATION, TRANSFER AND REPLACEMENT OF NOTE.

            (a) Any Holder may transfer to any other Holder or any financial
      institution all or any portion of its Note. If any Holder wishes to
      transfer all or any portion of its Note to any Person which is not a
      financial institution or then a Holder, it shall first obtain the written
      consent of the Issuer, which consent shall not be unreasonably withheld.

            (b) The Issuer shall keep at its principal executive office a
      register for the registration of ownership and transfer of Note. The name
      and address of each Holder of one or more Note, each transfer thereof and
      the name and address of each transferee of one or more Note shall be
      registered in such register. The Issuer covenants and agrees to take and
      cause to be taken all action necessary to effect such transfers and
      exchanges. Any such issuance of new Note shall not be deemed to be the
      sale of new securities and shall in all respects be subject to compliance
      with applicable federal and state securities laws. Prior to due
      presentment for registration of transfer, the Person in whose name any
      Note shall be registered shall be deemed and treated as the owner and
      holder thereof for all purposes hereof, and the Issuer shall not be
      affected by any notice or knowledge to the contrary. The Issuer shall give
      to any Holder promptly upon request therefor, a complete and correct copy
      of the names and addresses of all registered holders of Note.

            (c) Upon receipt by the Issuer of evidence satisfactory to it of the
      ownership of and the loss, theft, destruction or mutilation of the Note,
      the Issuer, at its own expense shall execute and deliver, in lieu thereof,
      new Note, dated and bearing interest from the date to which interest shall
      have been paid on such lost, stolen, destroyed or mutilated Note or dated
      the date of such lost, stolen, destroyed or mutilated Note if no interest
      shall have been paid thereon.

      2.04 COLLATERAL SECURITY.

      The obligations of the Issuer under this Purchase Agreement and the Note
are secured by (i) the guaranty of Sensors, and (ii) a perfected lien and
security interest in certain assets of the Issuer under the terms of the
Security Agreement between the Issuer and the Initial Holder of even date and a
perfected lien and security interest in certain assets of the Sensors under the
terms of the Security Agreement between Sensors and the Initial Holder of even
date (the foregoing assets being referred to as the "Collateral"). Collectively,
the guaranty and security agreements are referred to as the "Security
Documents".

                   ARTICLE III REPRESENTATIONS AND WARRANTIES

            To induce the Initial Holder to enter into this Purchase Agreement
and to purchase the Note, the Issuer hereby makes the following representations
and warranties to the Initial Holder.

      3.01 EXISTENCE; COMPLIANCE WITH LAW; CAPITALIZATION.

      Each of the Issuer and Sensors: (i) is duly organized, validly existing
and in good standing under the laws of the jurisdiction in which they were
incorporated; (ii) has the power

                                      -5-
<PAGE>
and authority to own and operate its property, to lease the property it operates
as lessee and to conduct the business in which it is currently engaged; (iii) is
duly qualified as a foreign corporation and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification except to the extent that
the failure to be so qualified could not, in the aggregate, have a Material
Adverse Effect; and (iv) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, individually or in
the aggregate, have a Material Adverse Effect.

      3.02 POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

            (a) The Issuer has the power and authority to make, deliver and
      perform their obligations under each of the Purchase Documents, and to
      borrow thereunder, and have taken all necessary action to authorize the
      borrowings on the terms and conditions of the Purchase Documents and to
      authorize the execution, delivery and performance of the Purchase
      Documents.

            (b) No consent or authorization of, filing with or other act by or
      in respect of, any Governmental Authority or any other Person is or will
      be required in respect of the Issuer in connection with the borrowings
      hereunder or with the execution, delivery, performance, validity or
      enforceability of the Purchase Documents.

            (c) This Purchase Agreement has been, and each Purchase Document
      will be, duly executed and delivered on behalf of each of the Issuer.

            (d) This Purchase Agreement constitutes, and each Purchase Document
      when executed and delivered will constitute legal, valid and binding
      obligations of the Issuer enforceable against the Issuer in accordance
      with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditors' rights generally and by general
      equitable principles (whether enforcement is sought by proceedings in
      equity or at law).

      3.03 NO LEGAL BAR.

      The execution, delivery and performance of any Purchase Document, the
borrowings thereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Issuer and will not result
in, or require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation.

      3.04 NO DEFAULT.

      The Issuer is not in default under or with respect to any of their
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.


                                      -6-
<PAGE>
      3.05 TAXES.

      The Issuer has filed or caused to be filed all tax returns which are
required to be filed and have paid all taxes shown to be due and payable on said
returns or on any assessments made against them or any of their property and all
other taxes, fees or other charges imposed on them or any of their property by
any Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Issuer, as the case may be); no tax Lien has been filed, and, to
the knowledge of the Issuer, no claim is being asserted, with respect to any
such tax, fee or other charge.

      3.06 ACTIONS.

      Except as disclosed in the Issuer's 10Q for the three months ending June
30, 2002, there are no judgments or judicial or administrative orders or
proceedings pending, or to the knowledge of Issuer threatened, against or
affecting Issuer, or the property of Issuer, in any court or before any
governmental authority or arbitration board of tribunal which judgments or
proceeds would have a material adverse effect on the Issuer. Issuer is not in
default under any order of any court, governmental authority, arbitration board
or tribunal or administrative agency.

      3.07 SOLVENCY, ETC.

      Issuer is solvent as of the date of this Purchase Agreement and shall not
become insolvent as a result of the consummation of the transactions
contemplated by the Purchase Documents. Issuer is, and after giving effect to
the transactions contemplated by the Purchase Documents shall be, able to pay
its debts as they become due, and Issuer's property now has, and after giving
effect to the transactions contemplated hereby shall have, a fair salable value
greater than the amounts required to pay its debts (including a reasonable
estimate of the amount of all contingent liabilities). Issuer has adequate
capital to carry on its business, and after giving effect to the transactions
contemplated by the Purchase Documents, Issuer shall have adequate capital to
conduct its business. No transfer of property is being made and no obligation is
being incurred in connection with the transactions contemplated by the Purchase
Documents with the intent to hinder, delay or defraud either present or future
creditors of Issuer.

      3.08 DISCLOSURE.

      Neither the Purchase Documents nor any other agreement, document or
certificate, when furnished to Initial Holder by or on behalf of Issuer in
connection with the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading. There
is no fact known to Issuer (other than general economic conditions which are a
matter of public knowledge) that could reasonably be expected to have a Material
Adverse Effect that has not been set forth in this Purchase Agreement or
otherwise expressly disclosed in writing to Initial Holder on or prior to the
date of this Purchaser Agreement.


                                      -7-
<PAGE>
      3.09 INSURANCE.

      The Issuer maintains insurance (including Director and Officer insurance)
with financially sound and reputable insurance companies on all of their
properties in such amounts and against such risks (but, including in any event,
product and environmental liability coverage) as are usually insured against by
companies engaged in the same or a similar business.

                             ARTICLE IV CONDITIONS

            The effectiveness of this Purchase Agreement is subject to the
satisfaction on or prior to the Closing Date, of the following conditions
precedent:

      4.01 PURCHASE DOCUMENTS.

      The Initial Holder shall have received the following documents executed
and delivered by a Responsible Officer of the Issuer and Sensors, as applicable:

            (a) this Purchase Agreement;

            (b) the Note;

            (c) the Security Documents;

            (d) the UCC-1 Financing Statements; and

            (e) the Warrant;

      4.02 LIEN IN FAVOR OF LENDER.

      The Holder shall have perfected first priority security interest in the
Collateral.

                              ARTICLE V COVENANTS

      The Issuer agrees to the following.

      5.01 PAYMENT OF NOTE.

      The Issuer will punctually pay or cause to be paid the principal of and
interest on the Note at the times and places and in the manner specified in the
Note.

      5.02 INCORPORATION OF COVENANTS FROM EXISTING SENIOR CREDIT AGREEMENT

      The Issuer will comply with the covenants contained in Sections 6.2, 6.3,
6.9, 6.10, 6.16, 7.1, 7.2 (except Issuer and Sensors may grant Liens on their
assets in favor of the Holder), 7.3, 7.5, 7.6, 7.7 (except Issuer may incur
Indebtedness to the Holder), 7.8, 7.9, 7.10, 7.11, 7.12, 7.14, 7.15 and 7.16 of
the Existing Senior Credit Agreement as if such covenants were set forth herein
at length with any defined terms set forth therein having such meanings for the
limited purposes of this Section 5.02. Issuer hereby acknowledges and agrees
that the termination of the Existing

                                      -8-
<PAGE>
Senior Credit Agreement shall not, in any way, affect its obligations to comply
with the provisions of the Existing Senior Credit Agreement set forth above, for
the limited purposes of this Section 5.02.

      5.03 FURTHER ASSURANCES.

      The Issuer shall and shall cause their Subsidiaries to execute any and all
further documents, and take all further action which any Holder may request in
order to effectuate the transactions contemplated by the Purchase Documents.

      5.04 REFINANCING.

      Issuer shall use its best efforts to refinance the Note with a new
revolving credit facility or other debt instrument similar thereto within ninety
(90) days of the date hereof.

                          ARTICLE VI EVENTS OF DEFAULT

      6.01 BANKRUPTCY, ETC.

      If in the event the Issuer or Sensors (each a "Loan Party") shall commence
any case, proceeding or other action (i) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(ii) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its assets, or any Loan
Party shall make a general assignment for the benefit of its creditors; or (iii)
there shall be commenced against any Loan Party any case, proceeding or other
action of a nature referred to in clause (i) or (ii) above which (a) results in
the entry of an order for relief or any such adjudication or appointment or (b)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iv)
there shall be commenced against the Issuer any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (v) any Loan Party shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), (iii), or (iv) above; then the Note (with accrued
interest thereon) and all other amounts owing under this Purchase Agreement
shall immediately become due and payable without the need for any notice or
other action by Holder.

      6.02 OTHER EVENTS.

      If any of the following events shall occur and be continuing:

            (a) The Issuer shall fail to pay (i) any principal of the Note when
      due in accordance with the terms thereof, or (ii) interest on the Note or
      any fee or other amount payable hereunder within 5 Business Days when due
      in accordance with the terms thereof

                                      -9-
<PAGE>
      or hereof; or

            (b) Any representation or warranty made by any Loan Party herein or
      in any other Purchase Document or which is contained in any certificate,
      document or financial or other statement furnished at any time under or in
      connection with this Purchase Agreement or other Purchase Document shall
      prove to have been incorrect and the subject of that breach of
      representation or warranty has a Material Adverse Effect on or as of the
      date made or deemed made; or

            (c) Any Loan Party shall default in the observance or performance of
      any agreement contained in any of the Purchase Documents which agreement,
      by its nature, may not be cured; or

            (d) Any Loan Party shall default in the observance or performance of
      any other covenant or agreement contained in this Purchase Agreement or
      any other Purchase Documents (other than as provided in paragraphs (a)
      through (c) of this Section), and such default shall continue unremedied
      for a period of 30 days; or

            (e) Any Loan Party shall (i) default in any payment of principal of
      or interest on any Indebtedness, or in the payment of any Guarantee
      Obligation provided in the instrument or agreement under which such
      Indebtedness or Guarantee Obligation was created (provided that the
      principal amount of such Indebtedness or Guarantee Obligation exceeds,
      individually, or in the aggregate, $100,000),; or (ii) default in the
      observance or performance of any other agreement or condition relating to
      any such Indebtedness or Guarantee Obligation or contained in any
      instrument or agreement evidencing, securing or relating thereto (provided
      that the principal amount of such Indebtedness or Guarantee Obligation
      exceeds, individually, or in the aggregate, $100,000); or (iii) any other
      event shall occur or condition exist, the effect of which default or other
      event or condition is to cause, or to permit the holders of such
      Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation
      (or a trustee or agent on behalf of such holder or holders or beneficiary
      or beneficiaries) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or such Guarantee
      Obligation to become payable.

            (f) (i) Any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, or (ii) any other event or condition shall occur or exist, with
      respect to a Plan; and in each case in clauses (i) and (ii) above, such
      event or condition, together with all other such events or conditions, if
      any, could, in the reasonable judgment of the Holder, subject the Issuer
      to any tax, penalty or other liabilities that in the aggregate could
      reasonably be expected to have a Material Adverse Effect; or

            (g) One or more judgments or decrees shall be entered against any
      Loan Party involving in the aggregate a liability (not paid or fully
      covered by insurance) of $100,000 or more and (i) all such judgments or
      decrees shall not have been vacated, discharged, stayed or bonded pending
      appeal within 60 days from the entry thereof or (ii) the

                                      -10-
<PAGE>
      judgment creditors with respect to such judgments or their successors or
      assigns shall have commenced enforcement proceedings, which enforcement
      proceedings shall have remained unstayed for 10 consecutive days.

      then, and in any such event, the Holder may by notice of default to the
Issuer, declare the Note (with accrued interest thereon) and all other amounts
owing under this Purchase Agreement and the Note to be due and payable
forthwith, whereupon the same shall immediately become due and payable.

      6.03 OTHER RIGHTS.

      The rights and remedies of the Initial Holder (and any other holder of the
Note) upon the occurrence of an Event of Default set forth in Section 6.01 and
6.02 are cumulative and in addition to and not in derogation of any rights
Initial Holder (or such other holder) may have under applicable law or other
agreements.

      6.04 WAIVERS.

      Except as expressly provided above in this Section, presentment, demand,
protest and all other notices of any kind are hereby expressly waived.

                           ARTICLE VII MISCELLANEOUS

      7.01 AMENDMENTS AND WAIVERS.

      No provision of this Purchase Agreement, the Note or the Purchase
Document, may be waived, modified or amended without the prior written agreement
of the Holder and the Issuer. No such waiver, modification or amendment shall
extend to or affect any obligation not expressly waived, modified or amended.

      7.02 NOTICES.

      All notices, requests and demands to or upon the respective parties hereto
to be effective shall be in writing, and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or, in the case of telecopy notice, when received, or, in the case of a
nationally recognized courier service, one Business Day after delivery to such
courier service, addressed as follows in the case of the Issuer and the Holder
or to such other address as may be hereafter notified by the respective parties
hereto and any future holders of the Note:

                   The Issuer:         Measurement Specialties, Inc.
                                       80 Little Falls Road
                                       Fairfield, NJ 07004
                                       Telephone: 973-808-1819
                                       Facsimile: 973-808-1787
                                       Attention: Frank Guidone


                                      -11-
<PAGE>
                   The Holder:         Castletop Capital, L.P.
                                       5000 Plaza on the Lake
                                       Suite 170
                                       Austin, Texas 78746
                                       Telephone: (512) 329-6600
                                       Facsimile: (512) 329-6462

                                       With a copy (which shall not constitute
                                       notice) to:

                                       John A. Menchaca, Esq.
                                       Jenkens & Gilchrist, P.C.
                                       2200 One American Center
                                       600 Congress Avenue
                                       Austin, Texas 78701
                                       Telephone: (512) 499-3800
                                       Facsimile: (512) 404-3520


      7.03 NO WAIVER; CUMULATIVE REMEDIES.

      No failure to exercise and no delay in exercising, on the part of the
Holder, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

      7.04 PAYMENT OF EXPENSES AND TAXES.

      The Issuer agrees that it shall (i) pay or reimburse the Holder for all
their out-of-pocket costs and expenses (including, without limitation, Holder's
attorney's fees) incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Purchase
Agreement, the Note, and the other Purchase Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, (ii) pay or
reimburse the Holder for all its costs and expenses (including, without
limitation, Holder's attorney's fees) incurred in connection with the
enforcement or preservation of any rights under this Purchase Agreement, the
Note, the other Purchase Documents and any such other documents, (iii) pay,
indemnify, and hold the Holder harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Purchase Agreement, the Note, the other Purchase Document
and any such other document,

                                      -12-
<PAGE>
and (iv) the Issuer shall be solely responsible for the payment of any brokerage
or similar fees which may become due as the result of the consummation of the
transactions contemplated by this Agreement.

      7.05 INDEMNIFICATION.

      The Issuer will defend, indemnify, and hold harmless the Holder, their
respective subsidiaries, shareholders, employees, agents, attorneys, officers,
and directors (each an "Indemnified Person"), from and against any and all
claims, demands, penalties, causes of action, fines, liabilities, settlements,
damages, costs, or expenses of whatever kind or nature, known or unknown,
foreseen or unforeseen, contingent or otherwise (including, without limitation,
counsel and consultant fees and expenses, investigation and laboratory fees and
expenses, court costs, and litigation expenses) arising out of, or in any way
related to the Collateral or the Purchase Documents. The Issuer shall not,
without the prior written consent of any Indemnified Person, effect any
settlement of any pending or threatened proceeding, claim or action against such
Indemnified Person, in respect of which such Indemnified Person or its parent,
subsidiaries, affiliates, employees, agents, officers or directors is a party or
would be entitled to seek indemnification hereunder, unless such settlement
includes an unconditional release of such Indemnified Person and its parent,
subsidiaries, affiliates, employees, agents, attorneys, officers or directors
from all liability on claims that are the subject matter of such claim, action
or other proceeding and is otherwise acceptable to such Indemnified Person and
its counsel, in their sole discretion. Provided, that the Issuer shall have no
obligation hereunder to an Indemnified Person with respect to indemnified
liabilities arising from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this subsection shall survive repayment of
the Note and all other amounts payable hereunder.

      7.06 COUNTERPARTS.

      This Purchase Agreement may be executed by one or more of the parties to
this Purchase Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

      7.07 SEVERABILITY.

      Any provision of this Purchase Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      7.08 INTEGRATION.

      This Purchase Agreement and the other Purchase Documents represent the
agreement of the Issuer and the Initial Holder with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Initial Holder relative to subject matter hereof not expressly
set forth or referred to herein or in the other Purchase Documents.


                                      -13-
<PAGE>
      7.09 GOVERNING LAW.

      THE PURCHASE DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THE PURCHASE DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW JERSEY.

      7.10 SUBMISSION TO JURISDICTION; WAIVERS.

      The Issuer hereby irrevocably and unconditionally:

            (a) submit for itself and themselves respectively and its or their
      respective property in any legal action or proceeding relating to the
      Purchase Documents, or for recognition and enforcement of any judgment in
      respect thereof, to the exclusive general jurisdiction of the Courts of
      the State of Texas located in Travis County, Texas, the courts of the
      United States of America for the Western District of Texas, and appellate
      courts from any thereof;

            (b) consent that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agree that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Issuer at its address set forth in this Purchase Agreement or at such
      other address of which Holders shall have been notified pursuant thereto;

            (d) agree that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waive, to the maximum extent not prohibited by law, any right it
      may have to claim or recover in any legal action or proceeding referred to
      in this subsection any punitive damages.

      7.11 ORIGINAL ISSUE DISCOUNT

      Together, the Note and the Warrant constitute an "investment unit" for the
purposes of Section 1273(c)(2)(A) of the Code. In accordance with Sections
1273(c)(2)(A) and 1273(b)(2) of the Code, the issue price of the investment unit
of the Lender is the amount of the Note. Allocating that issue price between the
Note and the Warrant in proportion to their fair market value, as required by
Section 1273(c)(2)(B) of the Code and Treasury Regulation 1.1273-2(h)(1),
results in the Warrant having an issue price of $0 OR NOMINAL and the Note
having an aggregate issue price of $9,300,000. Accordingly, the original issue
discount that will accrue on the Note is $9,300,000. None of the parties will
take any position in its tax returns that is inconsistent

                                      -14-
<PAGE>
with the foregoing. The Issuer will provide the Holders with any information
necessary for them to report their income from this transaction properly.


                                      -15-
<PAGE>
      7.12 WAIVERS OF JURY TRIAL.

      THE ISSUER AND HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THE PURCHASE DOCUMENTS AND
FOR ANY COUNTERCLAIM THEREIN.

      IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


                                         Measurement Specialties, Inc.

                                         By: /s/ Frank Guidone
                                            ----------------------------------
                                            Name:  Frank Guidone
                                            Title: Chief Executive Officer

                                         Castletop Capital, L.P.

                                         By:  Castletop Capital Management,
                                              L.P., its general partner

                                         By:  Castletop Capital GP, LLC, its
                                              general partner

                                         By:  /s/ Richard Topfer
                                             -----------------------------------
                                              Richard Topfer, Managing Director


                                      -16-
<PAGE>
                                    Exhibit A

                               SENIOR SECURED NOTE

                              DUE JANUARY 31, 2003

                                                                      $9,300,000

      Measurement Specialties, Inc. (the "Issuer"), for value received, promises
to pay to the order of Castletop Capital, L.P. or registered assigns (the
"Holder") the principal sum of nine million three hundred thousand ($9,300,000),
together with interest, in the manner provided herein. This Senior Secured Note
(this "Note") was issued pursuant to that certain Senior Secured Note and
Warrant Purchase Agreement dated October 31, 2002 between the Issuer and the
Holder (the "Purchase Agreement"), and is entitled to the benefits of the
Purchase Agreement. Except as to those terms otherwise defined in this Note, all
capitalized terms used in this Note shall have the respective meanings ascribed
to them in the Purchase Agreement.

      1. Payments.

      All amounts then outstanding and unpaid under this Note shall be paid in
full on the last Business Day of January 31, 2003.

      2. Interest.

      Interest shall accrue on the Note at the rate of 7.0% per annum and shall
be computed on the basis of a 360-day year counting the actual number of days
elapsed. Interest shall be payable monthly in arrears on the last Business Day
of each calendar month.

      3. Default Rate.

      Notwithstanding anything in this Note to the contrary, should an Event of
Default occur and be continuing, interest on all amounts due under this Note
shall accrue at a default rate of interest (the "Default Interest Rate") equal
to the sum of the rate of interest otherwise payable under this Note plus 2.0%
per annum and be payable on demand. All accrued and unpaid interest shall be
compounded by adding it to the outstanding principal indebtedness under this
Note at the end of each month.

      4. Prepayment

      This Note may be prepaid any time by the tender of all outstanding
principal and accrued but unpaid interest. There shall be no premium or penalty
payable in connection with such prepayment.

      5. Default.

      In case an Event of Default shall occur and be continuing, the entire
unpaid principal balance and accrued interest under this Note shall become due
and payable in the manner and

                                      -17-
<PAGE>
with the effect provided in the Purchase Agreement. The Issuer further agrees to
pay the Holder all fees and expenses as provided for in the Purchase Agreement.

      6. Miscellaneous.

            (a) The Issuer will pay to the Holder, in immediately available
funds to such account as the Holder may specify in writing, all amounts payable
to the Holder in respect of the principal, interest or other amounts due under
this Note, without any presentation of this Note. Each such payment, when paid,
shall be applied first to the fees and charges due under this Note, second to
the payment of interest accrued and unpaid on this Note, and third to the
payment of the principal hereof. All payments hereunder shall be made at the
Holder's principal offices. All calculations and applications of amounts due on
any date, whether by acceleration or otherwise, will be made by the Holder, and
the Issuer agrees that all such calculations and applications will be conclusive
and binding absent manifest error.

            (b) This Note is secured by the Collateral and other assets,
property rights and interests as described in the Security Documents.

            (c) The Issuer and all sureties, indorsers and guarantors of this
Note, to the extent not prohibited by applicable law or regulation, hereby waive
as to this debt or any renewal, modification, extension or refinancing thereof:
(a) demand, presentment, notice of non-payment, protest, notice of protest,
notice of dishonor, all other notice, suit against any party, diligence in
collection of this Note, the release of any party primarily or secondarily
liable thereon or any collateral pledged as security, and all other requirements
necessary to hold Issuer liable hereunder; and (b) agree and consent to any one
or more extensions or postponements of time of payment of this Note or any other
indulgences with respect hereto, without notice thereof to any of them, and
without release of liability as to Issuer or any of them.

            (d) This Note has been issued and is to be performed in the State of
New Jersey and shall be governed by and construed in accordance with the laws of
the State of New Jersey. If any provision hereof is in conflict with any statute
or rule of law of the State of New Jersey or any other state, or is otherwise
unenforceable for any reason whatsoever, then such provision shall be deemed
separable from and shall not invalidate any other provision of this Note.

            (e) THE ISSUER WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR
HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A
TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY
ACTION OR PROCEEDING BETWEEN THE ISSUERS AND THE HOLDER OR ITS SUCCESSORS AND
ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS NOTE AND THE OTHER PURCHASE
DOCUMENTS. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES,
RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS. THIS SECTION IS A
MATERIAL INDUCEMENT TO THE HOLDER TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY
THE PURCHASE AGREEMENT.


                                      -18-
<PAGE>
      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed
and delivered.

                                         [signature]


                                      -19-