EXHIBIT 10.23

                              DATED 7TH JUNE, 2001



                  HIBERNIA DEVELOPMENT CAPITAL PARTNERS I ILP,

                  HIBERNIA DEVELOPMENT CAPITAL PARTNERS II ILP,

                                FERGAL MULCHRONE

                                       AND

                                  CHRIS DUGGAN

                                       AND

                                 ANDREW GLEESON

                                       AND

                          MEASUREMENT SPECIALTIES, INC.

                                    AGREEMENT

                    FOR THE PURCHASE OF THE SHARE CAPITAL OF

                           TERRAILLON HOLDINGS LIMITED
                          _____________________________



                                 A & L GOODBODY
                                   SOLICITORS
                                  DCAG1005.DOC


<PAGE>
                                TABLE OF CONTENTS
                               -------------------

1.    DEFINITIONS AND INTERPRETATION . . . . . . . . . . . .   3

2.    SALE OF SHARES . . . . . . . . . . . . . . . . . . . .  12

3.    COMPLETION AND CONDITIONS. . . . . . . . . . . . . . .  12

4.    WARRANTIES AND INDEMNITIES . . . . . . . . . . . . . .  23

5.    TERMINATION. . . . . . . . . . . . . . . . . . . . . .  28

6.    REMEDIES . . . . . . . . . . . . . . . . . . . . . . .  28

7.    MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . .  34

FIRST SCHEDULE         THE COMPANY AND THE VENDORS . . . . .  39

SECOND SCHEDULE        SUBSIDIARIES. . . . . . . . . . . . .  40

THIRD SCHEDULE         DIRECTORS . . . . . . . . . . . . . .  41

FOURTH SCHEDULE        INDEMNITIES . . . . . . . . . . . . .  42


                                        2
<PAGE>
THIS  AGREEMENT  is  dated  7th  June,  2001  and  made  between


     (1)  Those  listed  as  Principal  Vendors  in Column 1 of the Table in the
          First Schedule  (the  "Principal  Vendors")  and
          --------------

     (2)  Measurement  Specialties, Inc., a corporation organised under the laws
          of  the  State  of New Jersey, with its principal place of business in
          Fairfield,  New  Jersey  (the  "Purchaser").


RECITALS:


A.   Terraillon  Holdings Limited (the "Company") is a company whose particulars
     are  set  out  in  the  First  Schedule.
                             ---------------

B.   The  Vendors are the beneficial owners of the Company's entire issued share
     capital.  At  the  date hereof the Vendors are the beneficial owners of the
     numbers and classes of shares in the capital of the Company set out against
     each  Vendors'  name in Column 3 of the Table in the First Schedule and, at
                                                          --------------
     Completion  the  Vendors  shall  be the beneficial owners of the number and
     classes  of  shares  in  the  capital  of  the Company set out against each
     Vendors'  name  in  Column  4 of the Table in First Schedule, which will be
                                                   --------------
     registered  in  the  Company's register of members in the manner set out in
     Column  4  of  the  Table  in  the  same  Schedule.

C.   The  Principal  Vendors have agreed to sell and the Purchaser has agreed to
     purchase  the  Principal Vendors Shares on the terms and conditions in this
     Agreement.


IT  IS  HEREBY  AGREED  as  follows:


1.   DEFINITIONS  AND  INTERPRETATION


1.1  In  this  Agreement,  unless  the  context  otherwise  requires:

     "Acquired  Companies" means the Company and its Subsidiaries, collectively;
      -------------------

     "Affiliate"  means  with  respect  to  any  Person,  (i)  each  Person that
      ---------
     controls,  is controlled by or is under common control with any such Person
     or  any  Affiliate  of  such  Person,  (ii) each of such Person's officers,
     directors,  joint  venturers,  members and partners and (iii) such Person's
     spouse,  children,  siblings  and parents. For purposes of this definition,
     "control" of a Person shall mean the possession, directly or indirectly, of
     the  power  to direct or cause the direction of its management of policies,
     whether  through  the  ownership  of  voting  interests,  by  contract  or
     otherwise;


                                        3
<PAGE>
     "Ancillary Agreements" shall have the meaning set forth in Clause 4.2(a) of
      --------------------
     the  Fourth  Schedule;

     "Applicable  Contract"  means  any  Contract  (a)  under which any Acquired
      --------------------
     Company has or may acquire any rights, (b) under which any Acquired Company
     has  or  may become subject to any obligation or liability, or (c) by which
     any  Acquired  Company  or  any of the assets owned or used by it is or may
     become  bound;

     "Articles  of Association" means the Articles of Association of the Company
      ------------------------
     in  the agreed form to be adopted by the members of the Company at or prior
     to  Completion;

     "Auditors"  means  the  Auditors  for  the  time  being  of  the  Company;
     ---------

     "Balance  Sheet"  shall  have the meaning provided in the Clause 4.4 of the
      --------------
     Fourth  Schedule;

     "Best  Efforts"  means  the  efforts  that  a  prudent  Person  desirous of
      -------------
     achieving  a  result would use in similar circumstances to ensure that such
     result is achieved as expeditiously as possible; provided, however, that an
     obligation  to  use  Best Efforts under this Agreement does not require the
     Person  subject  to  that obligation to take actions that would result in a
     materially  adverse change in the benefits to such Person of this Agreement
     and  the  Contemplated  Transactions;

     "Breach"  in  relation  to  a  Warranty, means any instance of the Warranty
      ------
     being  untrue  or  misleading  in  any  material  respect;

     "Business Day" means any day on which banks are generally open for business
      ------------
     in  Dublin;

     "Claim"  means  a claim pursuant to Clause 4, for which a party is entitled
      -----
     or  may  become  entitled,  to  indemnification,  under  this  Agreement;

     "1963  Act"  means  the  Companies  Act,  1963,  as  amended;
      ---------

     "Company"  means  the  company  referred  to  in  recital  A;
      -------

     "Completion"  means completion of the sale and purchase of the Shares under
      ----------
     Clause  3;

     "Completion  Date"  shall  have  the  meaning  provided  in  Clause  3.1.1;
      ----------------

     "Consideration  Shares" means the Shares in the capital of the Purchaser to
     -----------------------
     be  issued  by the Purchaser to the Vendors in satisfaction of US$6,800,000
     of  the  Purchase  Price  as  detailed  in  Clause  2.2  hereof;

     "Consent"  means  any  approval,  consent,  ratification,  waiver, or other
      -------
     authorisation  (including  any  Governmental  Authorisation);


                                        4
<PAGE>
     "Contract"  means  any  agreement,  contract,  obligation,  promise,  or
      --------
     undertaking  (whether  written or oral and whether express or implied) that
     is  legally  binding;

     "Contemplated  Transactions"  means all of the transactions contemplated by
      --------------------------
     this  Agreement,  including;

     (a)  the  sale  of  the  Shares  by  Vendors  to  Purchaser;

     (b)  the  execution,  delivery,  and  performance of the Vesting Agreement,
          Escrow  Agreement,  Noncompetition  Agreement  and Registration Rights
          Agreements;  ;

     (c)  the performance by Purchaser and Principal Vendors of their respective
          covenants  and  obligations  under  this  Agreement;  and

     (d)  Purchaser's  acquisition  and  ownership of the Shares and exercise of
          control  over  the  Acquired  Companies;

     "Conversion  Agreement" means the Conversion Agreement made 4th March, 1999
      ---------------------
     between  the  Company,  Fergal  Mulchrone,  Christopher  Duggan,  Hibernia
     Development  Capital  Partners  I  ilp  and  Hibernia  Development  Capital
     Partners  II  ilp;

     "Conversion Termination Agreement" means an agreement to be entered into at
      --------------------------------
     Completion  by  each  of the Company, Fergal Mulchrone, Christopher Duggan,
     Hibernia  Development  Capital  Partners  I  ilp  and  Hibernia Development
     Capital  Partners II ilp, terminating the Conversion Agreement, as detailed
     in  that  agreement;

     "Directors"  means  those  listed  as  such  in  the Third Schedule and the
      ---------                                           --------------
     "Continuing  Directors" means those described as such in the same Schedule;

     "Disclosure  Letter"  means  the  letter of the same date as this Agreement
      ------------------
     from  the  Principal  Vendors'  Solicitors  to  the  Purchaser's Solicitors
     disclosing  exceptions  to  the  Warranties;

     "Encumbrance"  means  any  charge,  claim,  community  property  interest,
      -----------
     condition,  equitable  interest,  lien,  option, pledge, security interest,
     right  of  first  refusal,  or  restriction  of  any  kind,  including  any
     restriction on use, voting, transfer, receipt of income, or exercise of any
     other  attribute  of  ownership;

     "Environment"  means  soil,  land  surface  or  subsurface  strata, surface
      -----------
     waters,  groundwaters, drinking water supply, ambient air (including indoor
     air),  plant  and animal life and any other environmental medium or natural
     resource;

     "Environmental Law" means any Legal Requirement that requires or relates to
      -----------------
     the protection of natural resources, the Environment, the health and safety
     of  the public, the regulation of Hazardous Substances, or pollution of any
     type  whatsoever,  and the regulations and guidelines promulgated under any
     such modifications, and any other Legal Requirement currently in existence,
     which  govern:


                                        5
<PAGE>
               (i)  the  existence,  cleanup  and/or  remedy of contamination on
                    property;

              (ii)  the  emission  or discharge of Hazardous Substances into the
                    Environment;

             (iii)  the  Release,  use,  generation,  transport,  treatment,
                    storage,  disposal,  removal  or  recovery  or management of
                    Hazardous  Substances,  including  building  materials;  or

              (iv)  the  level  of  Hazardous  Substances  in  any  workplace;

     "Escrow  Agreement"  shall  have  the  meaning  provided  in  Clause 3.5.3;
      -----------------

     "Escrow  Shares"  means  the  number of Consideration Shares as detailed in
      ---------------
     Column  8  of  the  Table  in  the  First  Schedule, of each of the Vendors
                                         --------------
     detailed  in  Column  7  of  the  Table  in  the  First  Schedule;
                                                       ---------------

     "Fergal  Mulchrone's  Vesting Agreement" means the agreement referred to in
      --------------------------------------
     Clause  3.5.4;

     "GAAP"  means  accounting  principles,  standards  and  practices generally
      ----
     accepted  in  Ireland;

     "Governmental Authorisation " means any approval, consent, license, permit,
      --------------------------
     waiver,  or  other authorisation issued, granted, given, or other-wise made
     available by or under the authority of any Governmental Body or pursuant to
     any  Legal  Requirement;

     "Governmental  Body"  means  any:
      ------------------

          (a)  nation,  state,  county,  city, town, village, district, or other
               jurisdiction  of  any  nature;

          (b)  federal,  state, local, municipal, foreign, or other govern-ment;

          (c)  governmental  authority of any nature (including any governmental
               agency,  branch, department, official, or entity and any court or
               other  tribunal);  or

          (d)  body  exercising,  or  entitled to exercise, any administra-tive,
               executive,  judicial,  legislative, police, regulatory, or taxing
               authority  or  power  of  any  nature;

     "Group" means any one or more or (as the context permits) each of the Group
      -----
     Companies;

     "Group  Company"  means  the  Company  or  a  Subsidiary;
      --------------


                                        6
<PAGE>
     "Hazardous  Substances"  means:  (a)  any  toxic,  hazardous  or  otherwise
      ---------------------
     dangerous  material,  substance,  waste  or  pollutant,  including  without
     limitation  petroleum  products,  flammable  substances,  explosives,
     radioactive  materials,  asbestos, asbestos coating and asbestos containing
     materials,  polychlorinated  biphenyls,  toxic  wastes or substances or any
     other wastes, materials or pollutants defined or regulated by Environmental
     Laws; and (b) any other chemical, material or substances, exposure to which
     is  prohibited,  limited  or  regulated  by  any  Governmental  Body;

     "Hibernia  Share  Subscription  Agreement"  means  the  Subscription  and
      ----------------------------------------
     Shareholders  Agreement  made  on  the  4th  March,  1999  between Hibernia
     Development  Capital  Partners I ilp, Hibernia Development Capital Partners
     II  ilp, the several persons named in Schedule One thereto and the Company;

     "Hibernia  Termination  Agreement" means an agreement to be entered into at
      --------------------------------
     Completion by each of Hibernia Development Capital Partners I ilp, Hibernia
     Development  Capital  Partners II ilp, Fergal Mulchrone, Christopher Duggan
     and  Andrew  Gleeson terminating the Hibernia Share Subscription Agreement,
     as  detailed  in  that  agreement;

     "Intellectual  Property  Assets"  shall have the meaning provided in Clause
      ------------------------------
     4.22  of  the  Fourth  Schedule;

     "Interim  Balance  Sheet"  shall have the meaning provided in Clause 4.4 of
      -----------------------
     the  Fourth  Schedule;

     "Knowledge"  means  an  individual  will be deemed to have "Knowledge" of a
      ---------
     particular  fact  or  other  matter  if:

          (a)  such  individual  is actually aware of such fact or other matter;
               or

          (b)  a  prudent  individual could be expected to discover or otherwise
               become  aware  of  such  fact  or  other  matter in the course of
               conducting  a  reasonably  comprehensive investigation concerning
               the  existence  of  such  fact  or  other  matter;

     A Person (other than an individual) will be deemed to have "Knowledge" of a
     particular  fact  or  other matter if any individual who is serving, or who
     has  at  any  time  served,  as  a director, officer, partner, executor, or
     trustee  of  such  Person  (or in any similar capacity) has, or at any time
     had,  Knowledge  of  such  fact  or  other  matter;

     "Legal  Requirement"  means  any federal, state, local, municipal, foreign,
      ------------------
     international,  multinational, or other administrative order, constitution,
     law,  ordinance,  principle  of common law, regulation, statute, or treaty;

     "Lock  Up  Agreement"  means an agreement to be entered into by each Vendor
      -------------------
     with  the  Purchasers' underwriters, pursuant to clause 4.2.7 in the agreed
     form  pursuant  to  which  agreement  each  Vendor  agrees not to trade its
     Consideration  Shares  for  an  agreed  period,  as  detailed  in each such
     agreement;


                                        7
<PAGE>
     "Market  Value"  means $17.41 representing 95% of the average closing price
      -------------
     per  share over 30 trading days prior to and including the 30th April, 2001
     on  the  American  Stock  Exchange  of  the  common stock of the Purchaser;

     "Mergers  Act"  means the Mergers, Take-overs and Monopolies (Control) Act,
      ------------
     1978  (as  amended);

     "Minority  Vendor  Declaration"  means  a Declaration to be entered into by
     -------------------------------
     each  Minority  Vendor  at  Completion  in  the  agreed  form.

     "Minority  Vendor"  means  any  person  who  is  a member of the Company at
     ------------------
     Completion  other than the Principal Vendors as detailed in Column 1 of the
     table  in  the  First  Schedule  hereto.

     "Net  Debt"  means,  in  relation  to  the  Associated  Companies  all bank
     -----------
     borrowings  of the Associated Companies, whether in the form of term loans,
     overdrafts or debtor financing through the discounting of invoices or bills
     of  exchange,  less  all  positive  bank  balances  and cash in hand of the
     Associated  Companies.  Bank balances, for the purposes of this definition,
     were  those  shown in the management accounts of the Acquired Companies, at
     30th  April,  2001  and included items which are in the process of clearing
     and,  accordingly,  are not reflected on the bank statement of the Acquired
     Companies  of  that  date. The parties have agreed that for the purposes of
     this  agreement,  the  amount  of  Net  Debt  is  3,852,156 pounds;

     "Noncompetition  Agreements"  shall  have  the  meaning  provided in Clause
      --------------------------
     3.4.3;

     "Order"  means  any  award, decision, injunction, judgement, order, ruling,
      -----
     subpoena,  or  verdict  entered,  issued,  made,  or rendered by any court,
     administrative  agency,  or  other  Governmental Body or by any arbitrator;

     "Ordinary  Course  of  Business"  means an action taken by a Person will be
      ------------------------------
     deemed  to  have  been  taken in the "Ordinary Course of Business" only if:

          (a)  such  action is consistent with the past practices of such Person
               and  is  taken  in  the  ordinary course of the normal day-to-day
               operations  of  such  Person;

          (b)  such  action  is  not  required  to be authorised by the board of
               directors  of  such  Person (or by any Person or group of Persons
               exercising  similar  authority);  and

          (c)  such  action  is  similar  in  nature  and  magnitude  to actions
               customarily  taken,  without  any  authorisation  by the board of
               directors  (or  by  any  Person  or  group  of Persons exercising
               Similar  authority),  in  the  ordinary  course  of  the  normal
               day-to-day  operations of other Persons that are in the same line
               of  business  as  such  Person;

     "Organisational  Documents"  means:  (a)  the  articles  or  certificate of
     --------------------------
     incorporation  and  the  bylaws  of  a  corporation;  (b)  the  partnership
     agreement  and  any  statement of partnership of a general partnership; (c)


                                        8
<PAGE>
     the  limited  partnership  agreement  and  the  certificate  of  limited
     partnership  of  a limited partnership; (d) any charter or similar document
     adopted  or  filed  in  connection  with  the  creation,  formation,  or
     organisation  of  a  Person; and (e) any amendment to any of the foregoing;

     "Person"  means  any  individual,  corporation  (including  any  non-profit
      ------
     corporation),  general  or  limited partnership, limited liability company,
     joint  venture,  estate,  trust, association, organisation, labor union, or
     other  entity  or  Governmental  Body;

     "Pounds"  and  the  designation  "IR"  means  the  currency  of  Ireland;
      ------                           --

     "Principal  Vendors'  Solicitors"  means  Messrs.  A.  &  L.  Goodbody;
      -------------------------------

     "Principal  Vendors"  means  any  entity  who is a member of the Company at
     --------------------
     Completion  other  than the Minority Vendors as detailed in Column 1 of the
     Table  in  the  First  Schedule  hereto;
                     ---------------

     "Proceeding"  means any action, arbitration, audit, hearing, investigation,
      ----------
     litigation,  or  suit  (whether  civil,  criminal,  administrative,
     investigative,  or  informal) commenced, brought, conducted, or heard by or
     before,  or  otherwise  involving,  any  Governmental  Body  or arbitrator;

     "Purchase  Price"  shall  have  the  meaning  provided  in  Clause  2.2;
      ---------------

     "Purchaser"  means  Measurement  Specialties,  Inc;
      ---------

     "Purchaser's  Solicitors"  means  Messrs.  McCarter  &  English,  LLP;
      -----------------------

     "Real  Property"  shall  have  the  meaning  provided in Clause 4.19 of the
      --------------
     Fourth  Schedule;

     "Registration  Rights  Agreement"  means  an  agreement  to be entered into
      -------------------------------
     between  each  of  the  Vendors  and  the  Purchaser  pursuant to which the
     Purchaser  shall  procure  the registration of Consideration Shares, in the
     agreed  form;

     "Related  Person"  means  with  respect  to  a  particular  individual:
      ---------------

          (a)  each  other  member  of  such  individual's  Family;

          (b)  any  Person  that  is  directly  or indirectly controlled by such
               individual  or  one  or more members of such individual's Family;

          (c)  any  Person  in  which  such  individual  or  members  of  such
               individual's  Family  hold  (individually  or in the aggregate) a
               Material  Interest;  and

          (d)  any  Person  with respect to which such individual or one or more
               members  of  such  individual's  Family  serves  as  a direc-tor,
               officer,  partner,  executor,  or  trustee  (or  in  a  similar
               capacity);


                                        9
<PAGE>
     With  respect  to  a  specified  Person  other  than  an  individual:

          (a)  any  Person  that directly or indirectly controls, is directly or
               indirectly  controlled  by,  or  is  directly or indirectly under
               com-mon  control  with  such  specified  Person;

          (b)  any  Person  that  holds  a  Material  Interest in such specified
               Person;

          (c)  each  Person  that  serves  as  a  director,  officer,  partner,
               executor,  or  trustee  of such specified Person (or in a similar
               capacity);

          (d)  any  Person  in  which  such  specified  Person  holds a Material
               Interest;

          (e)  any  Person with respect to which such specified Person serves as
               a  general  partner  or a trustee (or in a similar capacity); and

          (f)  any  Related  Person of any individual described in clause (b) or
               (c);

     For purposes of this definition, (a) the "Family" of an individual includes
     (i)  the individual, (ii) the individual's spouse and former spouses, (iii)
     any  other  natural  person  who  is  related  to  the  individual  or  the
     individual's  spouse  within  the second degree, and (iv) any other natural
     person  who resides with such individual, and (b) "Material Interest" means
     direct or indirect beneficial ownership (as defined in Rule 13d-3 under the
     Securities  Exchange Act of 1934 as amended (the "Exchange Act")) of voting
     securities  or  other  voting  interests  representing  at least 20% of the
     voting  power  of  a  Person or equity securities or other equity interests
     representing at least 20% of the equity securities or equity interests in a
     Person  then  outstanding;

     "Release"  means  any  spilling,  leaking,  pumping,  pouring,  emptying,
      -------
     emitting,  discharging,  depositing,  escaping,  leaching, dumping or other
     releasing  into  the  Environment,  whether  intentional  or unintentional;

     "Representative"  means  with respect to a particular Person, any director,
      --------------
     officer,  employee,  agent, consultant, advisor, or other representative of
     such  Person, including legal counsel, accountants, and financial advisors;

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended;
     -----------------

     "Service  Provider"  shall  have the meaning provided in Clause 4.13 of the
      -----------------
     Fourth  Schedule;

     "Shares"  means  the  entire  issued  share  capital  of  the  Company;
      ------

     "Subsidiaries"  means  the  companies  listed  in  the  Second  Schedule;
      ------------                                           ----------------

     "Tax"  means  any  tax  (including  any  income  tax,  capital  gains  tax,
      ---
     value-added  tax,  sales tax, property tax, gift tax, or estate tax), levy,
     assessment, tariff, duty (including any customs duty), deficiency, or other
     fee,  and  any  related  charge  or  amount  (including  any fine, penalty,
     interest,  or addition to tax), imposed, assessed, or collected by or under


                                       10
<PAGE>
     the  authority  of  any  Governmental  Body  or  payable  pursuant  to  any
     tax-sharing  agreement  or  any  other  Contract relating to the sharing or
     payment  of  any  such  tax, levy, assessment, tariff, duty, deficiency, or
     fee;

     "Tax  Return"  means any return (including any information return), report,
      -----------
     statement,  schedule,  notice, form, or other document or information filed
     with  or  submitted  to,  or required to be filed with or submitted to, any
     Governmental  Body  in  connection  with  the  determination,  assessment,
     collection, or payment of any Tax or in connection with the administration,
     implementation,  or enforcement of or compliance with any Legal Requirement
     relating  to  any  Tax;

     "Tchibo  Contract" means a contract dated 4th January 2001 designated order
      ----------------
     number PN56043386 entered into by the Company with Frisch Rost Kaffee Gmbh,
     (trading as "Tchibo"), re. Project no. 18872 pursuant to which contract the
     Company  has  agreed to manufacture and deliver tranches of body fat scales
     to Tchibo. The First Tranche "Tranche One" being due for delivery to Tchibo
     on  13th  July,  2001 ("First Delivery Date"), the second Tranche ("Tranche
     Two") being due for delivery to Tchibo on 23rd July, 2001 ("Second Delivery
     Date");

     "Threatened"  means  a  claim, Proceeding, dispute, action, or other matter
      ----------
     will  be  deemed  to  have been "Threatened" if any demand or statement has
     been made (orally or in writing) or any notice has been given (orally or in
     writing),  or  if  any  other event has occurred or any other circumstances
     exist,  that  would  lead  a  prudent Person to conclude that such a claim,
     Proceeding,  dispute,  action,  or  other  matter is likely to be asserted,
     commenced,  taken,  or  otherwise  pursued  in  the  future;

     "Vendors"  means  each  of  the Minority Vendors and the Principal Vendors;
      -------

     "Vesting  Agreements"  means  the  agreements  referred to in Clause 3.5.4;
      -------------------

     "Warranties"  means  the  warranties,  representations  and undertakings in
      ----------
     Clause  4  and  the  Fourth  Schedule;
                          ----------------

1.2  The  Schedules  referred to in this Agreement form an integral part of this
     Agreement,  are  incorporated  herein  by  reference  and reference to this
     Agreement  includes  reference  to  them.


1.3  Headings  are  inserted  for  convenience  only  and  do  not  affect  the
     construction  of  this  Agreement.


1.4  All  references in this Agreement to costs, charges or expenses include any
     value  added  tax  or  similar tax charged or chargeable in respect of this
     Agreement.


1.5  Unless  the  context  otherwise  requires:


                                       11
<PAGE>
     1.5.1 words importing the singular include the plural and vice versa, words
          importing  the  masculine  include  the  feminine, and words importing
          persons  include  corporations;

     1.5.2 where something is defined in the singular, the plural of the defined
          term  will  be  taken  to  mean two or more of those things which fall
          within the definition; and where something is defined in the plural or
          collectively,  the  singular of the defined term will be taken to mean
          any  one  of  those  things  which  fall  within  the  definition;

     1.5.3  reference to writing or similar expressions includes transmission by
          telecopier  or  electronic  means;

     1.5.4  references  to Acts, statutory instruments and other legislation are
          to  legislation  operative in Ireland and to such legislation amended,
          extended  or  re-enacted  (whether  before  or  after the date of this
          Agreement)  and  any  subordinate  legislation  made  under  that
          legislation,  and  includes equivalent laws in any other jurisdiction;
          and

     1.5.5  reference  to  any  document  includes  that  document as amended or
          supplemented,  whether  before  or  after  the date of this Agreement.

     1.5.6  The expression "agreed form" means in relation to any document, such
          document  in  the  terms agreed between the parties thereto and hereto
          and  for the purposes of identification signed by or on behalf of each
          of  the  parties  hereto.


2.   SALE  OF  SHARES

2.1  Each  Vendor  shall  sell  as  beneficial  owner  and  the  Purchaser shall
     purchase, free from all liens, charges and encumbrances, the number of each
     class  of  Shares  listed  opposite that Vendors name in Column Four of the
     table  in  the  First  Schedule.
                     ---------------


2.2  The  Shares  will  be  sold  at  an  aggregate  price of US$11,757,232 (the
     "Purchase  Price").  The  Purchase  Price  shall be payable by Purchaser as
     follows:  (i)  US$4,957,232  in  cash  and (ii) the balance of the Purchase
     Price  in  the  form  of  390,494  Consideration Shares having an aggregate
     Market  Value  of  US$6,800,000.


3.   COMPLETION  AND  CONDITIONS


3.1  COMPLETION:


                                       12
<PAGE>
     3.1.1  Completion  shall  take  place  on  the fifth Business Day after the
          fulfilment of the conditions in Clause 3.3 (the "Completion Date"), at
          the  offices  of  the  Principal  Vendors'  Solicitors;

     3.1.2  The Principal Vendors and the Purchaser shall use their Best Efforts
          to  ensure  that  the  conditions are fulfilled at least five Business
          Days prior to 2nd July, 2001, which is the target date for Completion.


3.2  NON-FULFILMENT  OF  CONDITIONS:

     If the conditions in Clause 3.3 are not fulfilled by the fifth Business Day
     before  the  target  date referred to in Clause 3.1.2, either the Principal
     Vendors  or  the  Purchaser  may  (if not in continuing breach of their own
     obligations  relating  to that clause), at any time prior to the fulfilment
     of  the conditions, rescind this Agreement by notice to the other, and this
     will  not  prejudice  the other rights and remedies of the rescinding party
     under  this  Agreement.


3.3  CONDITIONS:

The  conditions  referred  to  in  Clauses  3.1  and  3.2  are:

     3.3.1  Mergers
            -------

           3.3.1.1  the Minister for Enterprise, Trade and Employment stating
                    in  writing  that she does not intend to make an order under
                    section  9  of  the  Mergers Act in relation to the proposed
                    purchase  of  the  Shares;  or

           3.3.1.2.1(if  she  makes  an  order  subject to conditions) the
                    Purchaser  accepting  those  conditions;  or

           3.3.1.3  (if no such order is made and the Minister does not state
                    in  writing that she does not intend to make such an order),
                    that  the relevant period within the meaning of section 6 of
                    the  Mergers  Act  elapses.

     3.3.2  Financing
            ---------

          Purchaser  having  obtained  adequate  financing  (on  terms  that are
          acceptable  to  Purchaser)  and  approval  by  necessary  lending
          institutions  to  complete  the  purchase  of  the  Shares.

     3.3.3  Minority  Vendors
            -----------------

          Each  Minority  Vendor  having signed a Minority Vendor Declaration in
          the  agreed  form  and  delivered  such declaration together with duly
          executed  share  transfer  forms  in  respect  of  their Shares to the
          Vendors'  Solicitors  for  delivery  to  the  Purchaser at Completion.


                                       13
<PAGE>
     3.3.4  Supplemental  Disclosure
            ------------------------

          In the event that the Vendors deliver any supplement or supplements to
          the  Disclosure Letter pursuant to clause 3.6.5 hereof, the Purchaser,
          in its absolute discretion, accepting such supplemental disclosures to
          the  Disclosure  Letter.

     3.3.5  Compliance  with  Obligations
            -----------------------------

          The Principal Vendors having complied with all their obligations under
          each  of  Clauses  3.4  and  3.6  hereof  respectively;

     3.3.6  No  Claims  Regarding  Share  Ownership  or  Sale  Proceeds
            -----------------------------------------------------------

          There must not have been made or, to the Principal Vendor's knowledge,
          Threatened  by  any  person  any  claim  asserting  that  such person;

          3.3.6.1  is the holder or the beneficial owner of, or has the right to
                   acquire or to obtain beneficial ownership of, any shares of,
                   or  any of the voting, equity, or ownership interest in, any
                   of  the  Acquired  Companies;  or

          3.3.6.2  is  entitled  to  all  or  any  portion of the Purchase Price
                   payable  for  the  Shares.

     3.3.7  Material  Adverse  Change
            -------------------------

          Since  the  date  of  the  Agreement,  there has not been any material
          adverse  change  in  the  business, operations, properties, prospects,
          assets, or condition of any Acquired Company and no event has occurred
          or  circumstances  exist  that  may  result in such a material adverse
          change.

     3.3.8  Consents
            --------

          Each  of  the Consents identified in part 4.2 of the Disclosure Letter
          must  have  been  obtained  and  must  be  in  full  force and effect.

     3.3.9  Delivery  of  Financial  Statements
            -----------------------------------

          Principal  Vendors  must  have procured the delivery by the Company to
          the Purchaser of financial statements for the Company for its last two
          financial  years prepared pursuant to United States generally accepted
          accounting  principles  and  acceptable for filing with the Securities
          and  Exchange  Commission  (SEC).


                                       14
<PAGE>
     3.3.10  Shipment  under  Tchibo  Contract
             ---------------------------------

          The  Company  must  have shipped, or have procured the shipment of all
          product  comprising  each of Tranche One and Tranche Two due to Tchibo
          under  the  Tchibo  Contract such that it can comply with its delivery
          obligations,  to  deliver  Tranche One to Tchibo by the First Delivery
          Date, and Tranche Two of the products to Tchibo by the Second Delivery
          Date.

     3.3.11  Escrow  Agreement
             -----------------

          The parties hereto having negotiated and agreed the terms of an escrow
          agreement,  pursuant  to which agreement an escrow agent will hold the
          Principal  Vendor's  Escrow  Shares  on  mutually  acceptable  terms.

3.3.12     Delivery  of  Documentation
           ---------------------------

          3.3.12.1  Execution  and  delivery  of Escrow Agreement by all parties
                    thereto;

          3.3.12.2  Execution  and  delivery  of Vesting Agreement by each party
                    required  to  execute  a  Vesting  Agreement;

          3.3.12.3  Execution  and  delivery  of  Fergal  Mulchrone's  Vesting
                    Agreement  by  the  parties  thereto;

          3.3.12.4  Execution  and delivery of Non-Compete Agreements by each of
                    the parties required to  execute  a  Non-Compete  Agreement;

          3.3.12.5  Execution  and delivery of the Registration Rights Agreement
                    by  each  party  required  to  so  execute  and deliver such
                    agreement;

          3.3.12.6  Execution  and delivery of Lock Up Agreements by each of the
                    parties  required  to  execute  a  Lock  Up  Agreement  by
                    underwriters  prior  to  Completion;

          3.3.12.7  Execution  and  delivery  of Minority Vendor Declarations by
                    each  of  the  parties required to execute a Minority Vendor
                    Declaration;

          3.3.12.8  Execution and delivery of the Hibernia Termination Agreement
                    by  each  of  the  parties  thereto;  and

          3.3.12.9  Execution  and  delivery  of  the  Conversion  Termination
                    Agreement  by  each  of  the  parties  thereto.

     3.3.13  Management  Fee
             ---------------


                                       15
<PAGE>
          Hibernia  shall  have,  at or prior to Completion, rebated ~120,000 to
          the  Company, such amount being half of the management fee paid by the
          Company  to  Hibernia  in  March 2001. For the avoidance of doubt, the
          parties  hereto hereby expressly acknowledge that Hibernia is entitled
          to  retain  the  balance  of  such  managment  fee.

3.4  PRINCIPAL  VENDORS'  OBLIGATIONS  AT  COMPLETION:

     Upon  Completion  the  Principal  Vendors  shall:

     3.4.1  Deliver  or  procure  the  delivery  of  to  the  Purchaser:

          (1)  transfers  of  the Shares duly executed by the registered holders
               in  favour of the Purchaser or as he may direct together with the
               related  share  certificates  or,  in  the case of any lost share
               certificate,  an  indemnity  in  appropriate  terms;  and

          (2)  any  waivers or consents necessary to enable the Purchaser or his
               nominees  to  be  registered  as  holders  of  the  Shares;

     3.4.2  cause any persons nominated by the Purchaser to be validly appointed
          as  additional directors of the Acquired Companies, and then cause the
          Directors  (other than the Continuing Directors) to retire from office
          and  from  any  employment  with  the  Acquired  Companies;

     3.4.3  cause  the Company to change its registered office to such office as
          may  be  designated  by  the  Purchaser  at  or  prior  to Completion.

     3.4.4  deliver  to  the Purchaser for himself and as agent for the Company:

          (1)  insofar  as they are not in the custody of the Company and unless
               held  as  security  by a bank, the title deeds of the Properties;

          (2)  all  the  Company's  statutory  and  other books, certificates of
               incorporation  and  common  seals;  and

          (3)  insofar  as  they  are not in the custody of the Company, all the
               Company's  financial  and  accounting  books  and  records.

     3.4.5  Deliver to the Purchaser a certificate executed by Principal Vendors
          representing  and  warranting  to  Purchaser  that  each  of Principal
          Vendors' representations and warranties in this Agreement was accurate
          in  all  respects  as of the date of this Agreement and is accurate in
          all  respects  as  of the Completion Date as if made on the Completion
          Date  (giving full effect to the Disclosure Letter and any supplements
          to  the  Disclosure Letter that were delivered by Principal Vendors to
          Purchaser  prior  to  the  Completion  Date  in accordance with Clause
          3.6.5)  and  except  for  changes  contemplated  by this Agreement and
          representations  and  warranties  which  address  matters only as of a
          specific  date.


                                       16
<PAGE>
     3.4.6  Deliver  to the Purchaser a signed share transfer form duly executed
          by  each of the Minority Vendors in respect of all Shares held by each
          such  Minority  Vendor, together with a Minority Vendor Declaration in
          the  agreed  form  duly  executed  by  each  of  the Minority Vendors.

     3.4.7  Exercise  all  voting  rights and other powers of control which they
          have  in  relation  to  the  Company  to  make  sure that the required
          shareholders  and  directors  resolutions  are  passed:

          (1)  (a)  issuing appropriate shares to the Vendor's; and (b) altering
               the  authorised  share  capital  of  the Company to convert all C
               Ordinary  Shares  currently  authorised  to  be  issued  in  the
               Company's  authorised  share  capital,  and the C Ordinary Shares
               already  in  issue, into A Ordinary Shares, such that each Vendor
               at  Completion  holds  the  number of shares of each class in the
               capital  of  the  Company  set  out opposite that Vendors name in
               column  4  of  the  table  in  the  First  Schedule.

          (2)  Adopting the Articles of Association noting the alteration in the
               Company's  authorised  share  capital required pursuant to clause
               3.4.7(1).

     3.4.8  Deliver  to  the  Purchaser

          3.4.8.1 This Agreement duly executed by each of the Principal Vendors.

          3.4.8.2  A  Vesting Agreement duly executed by each Vendor (other than
                   Fergal  Mulchrone)  that  is  required  to  execute  such an
                   agreement as detailed in column 10 of the table in the First
                                                                          -----
                   Schedule  and  Fergal  Mulchrone's  Vesting  Agreement,
                   ---------
                   duly  executed  by  Fergal Mulchrone, each in respect of the
                   number of Consideration Shares specified in column 11 of the
                   table  in  the  First  Schedule.
                                   --------------

          3.4.8.3  An  Escrow  Agreement  duly  executed  by each Vendor that is
                   required  to execute such an agreement as detailed in column
                   7  of  the  table  in  the  First Schedule in respect of the
                   number of Consideration Shares of each Vendor as detailed in
                   column  8  of  the  table  in  the  First  Schedule.
                                                       ---------------

          3.4.8.4  A  Non-Compete Agreement duly executed by each Vendor that is
                   required  to execute such an agreement as detailed in column
                   12  of  the  table  in  the  First  Schedule;
                                                ---------------

          3.4.8.5  The  Registration  Rights  Agreement  duly  executed  by each
                   Vendor that  is  required  to  execute  such  agreement;


                                       17
<PAGE>
          3.4.8.6  Lock-Up  Agreements,  duly  executed  by  each Vendor that is
                   required  pursuant  to  clause  4.2.7  to  execute  such  an
                   agreement.

          3.4.8.7  The  Hibernia  Termination  Agreement,  duly  executed by the
                   parties  thereto.

          3.4.8.8  The Conversion Agreement Termination Agreement, duly executed
                   by  the  parties  thereto;

          3.4.8.9  Appropriate  discharges  of  all  charges  registered  in the
                   Company's  Registration  Office (more particularly described
                   in  Annex  50  to  the Disclosure Letter, other than for the
                   continuing  bank  debt).



3.5  PURCHASER'S  OBLIGATIONS  AT  COMPLETION:

     Upon  Completion  Purchaser  shall:

     3.5.1  pay  the  Purchase  Price  to  the  Vendors  as  follows:

          (1)  deliver  cash in the amount of US$4,957,232 to Principal Vendors'
               Solicitors  by  wire  transfer  or in such other manner as may be
               agreed  in  writing between the Principal Vendors' Solicitors and
               the  Purchaser's  Solicitors,  for  further  distribution  to the
               Vendors in amounts agreed to among the Vendors in the amounts per
               Vendor  set forth in column 5 of the table in the First Schedule;
                                                                 --------------

          (2)  deliver  146,435  Consideration  Shares  having a Market Value of
               US$2,550,000  to  the escrow agent referred to in Clause 3.5.3 to
               eventually  be  distributed via the escrow agent to the Principal
               Vendors,  subject  to  the  terms  of this Agreement, the Vesting
               Agreements,  Fergal  Mulchrone's Vesting Agreement and the Escrow
               Agreement, in amounts per Principal Vendor, set forth in column 8
               of  the  table  detailed  in  the  First  Schedule;
                                                  ---------------

          (3)  deliver  244,059  Consideration  Shares  having a Market Value of
               US$4,250,000  to  the  Vendors. Such Consideration Shares will be
               distributed immediately upon Completion to each of the Vendors in
               the  amounts per Vendor set forth in column 9 of the table in the
               First  Schedule  hereto;
               ---------------

     3.5.2 All  of  the  Consideration Shares issued to the Vendors pursuant to
          this Agreement cannot be sold until after the first anniversary of the
          Completion  Date  and  will bear a restrictive legend in substantially
          the  following  form;


                                       18
<PAGE>
                    THE  SHARES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                    "ACT").  THE  SHARES  HAVE  BEEN  ACQUIRED  FOR  INVESTMENT
                    PURPOSES  ONLY  AND  MAY  ONLY  BE  SOLD  OR  TRANSFERRED IN
                    ACCORDANCE  WITH  THE  PROVISIONS  OF REGULATION S (RULE 901
                    THROUGH 905 AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION
                    UNDER  THE  ACT,  OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
                    REGISTRATION.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES
                    REPRESENTED  BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS
                    IN  COMPLIANCE  WITH  THE  ACT.


     3.5.3  Purchaser  and  the  Principal Vendors will, subject to their having
          agreed  mutually  acceptable  terms,  enter  into  an escrow agreement
          pursuant  to Clause 3.3.11 hereof, (the "Escrow Agreement") with First
          Union  National  Bank.

     3.5.4  Purchaser  and  each of the Vendors required to enter into a Vesting
          Agreement  as  detailed in column 10 (other than Fergal Mulchrone), of
          the  table  in  the  First Schedule and Fergal Mulchrone in respect of
                               ---------------
          Fergal  Mulchrone's  Vesting  Agreement,  will  enter  into  a vesting
          agreement  in  the  agreed  form  in  respect  of  such  number of the
          Consideration  Shares  payable  to  each such Vendor as is detailed in
          column  11  of  the  table  in  the  First  Schedule;

     3.5.5 The number of Consideration Shares detailed in column 11 of the table
          in  the First Schedule of each of the Vendors detailed in column 10 of
                  --------------
          the  First  Schedule  will  also  bear  a  restrictive  legend  in
               ---------------
          substantially  the  following  form:

                    THIS  CERTIFICATE  AND THE SECURITIES REPRESENTED HEREBY ARE
                    SUBJECT  TO,  AND TRANSFERRABLE ONLY IN ACCORDANCE WITH, THE
                    PROVISIONS  OF  A  VESTING AGREEMENT, DATED JULY __, 2001, A
                    COPY  OF  SUCH  VESTING  AGREEMENT AS IT MAY BE AMENDED FROM
                    TIME  TO  TIME,  IS MAINTAINED WITH THE CORPORATE RECORDS OF
                    MEASUREMENT  SPECIALTIES,  INC.  (THE  "COMPANY").


     3.5.6  Each  Vendor  (a)  understands that the shares of Purchaser's common
          stock  constituting a portion of the Purchase Price being delivered to
          such  Vendors  have  not  been,  and will not be, registered under the
          Securities  Act  of  1933, as amended, (the "Securities Act") or under
          any  state securities laws, and are being offered and sold in reliance
          upon  ("Regulation  S")  (Rule  903(3)(iii))  promulgated  under  the
          Securities  Act,  (b)  agree to resell or transfer such shares only in


                                       19
<PAGE>
          accordance  with the provisions of Regulation S (Rule 901 through 905,
          and  Preliminary Notes), pursuant to registration under the Securities
          Act or pursuant to an available exemption from registration, (c) agree
          not  to  engage  in  hedging  transactions  with regard to such shares
          unless  in  compliance with the Securities Act, and (d) each certifies
          that  he,  she  or it is not a US person, as defined in Rule 902(k) of
          the  Securities  Act,  and  is not acquiring shares for the account or
          benefit  of  any  US  person.

     3.5.7  The  Purchaser  shall not register any transfer of the Consideration
          Shares  by  any  of  the  Vendors  unless  such  transfer  is  made in
          accordance  with  Regulation  S,  pursuant  to  registration under the
          Securities  Act,  or  pursuant  to  an  available  exemption  from
          registration.

     3.5.8  A  certificate  executed  by Purchaser to the effect that, except as
          otherwise  stated  in  such  certificate,  each  of  the  Purchaser's
          representations  and  warranties in this Agreement was accurate in all
          respects  as  of  the  date  of  this Agreement and is accurate in all
          respects  as of the Completion Date as if made on the Completion Date.

     3.5.9  Each of the parties thereto will enter into the Hibernia Termination
          Agreement.

     3.5.10  Each  of  the  parties  thereto  will  enter  into  the  Conversion
          Termination  Agreement.


3.6  COVENANTS  OF  PRINCIPAL  VENDORS  PRIOR  TO  THE  COMPLETION  DATE:

     3.6.1  Access and Investigation. Between the date of this Agreement and the
            -------------------------
          Completion  Date, Principal Vendors will, and will cause each Acquired
          Company  and its Representatives to, (a) upon reasonable notice afford
          Purchaser  and  its  Representatives and prospective lenders and their
          Representatives  (collectively,  "Purchaser's  Advisors")  reasonable
          access  to  each  Acquired  Company's personnel, properties (including
          subsurface testing), contracts, books and records, and other documents
          and  data,  during  normal  business  hours  (b) furnish Purchaser and
          Purchaser's  Advisors  with  copies  of  all such contracts, books and
          records,  and  other  existing  documents  and  data  relating  to the
          Acquired  Companies  as  Purchaser  may  reasonably  request,  and (c)
          furnish  Purchaser  and  Purchaser's  Advisors  with  such  additional
          financial,  operating,  and other data and information relating to the
          Acquired  Companies  as  Purchaser  may  reasonably  request. Provided
          however that nothing in this clause shall oblige the Principal Vendors
          or  any  Acquired  Company  or  its  Representatives  to  disclose any
          information  which  is  reasonably regarded by them as confidential to
          the  activities  of the Principal Vendors otherwise then in connection
          with  the  Acquired  Companies all which is subject to confidentiality
          obligations  owed  by  any  Acquired  Company  to  any  third  party.


                                       20
<PAGE>
     3.6.2  Operation  of  the  Businesses  of  the  Acquired  Companies

          Between  the date of this Agreement and the Completion Date, Principal
          Vendors  will,  and  will  cause  each  Acquired  Company  to:

          (1)  conduct  the  business  of  such  Acquired  Company  only  in the
               Ordinary  Course  of  Business;

          (2)  use  their  Best  Efforts to preserve intact the current business
               organisation  of  such  Acquired  Company,  keep  available  the
               services  of  the current officers, employees, and agents of such
               Acquired  Com-pany, and maintain the relations and good will with
               suppliers,  customers,  landlords,  creditors, employees, agents,
               and  others  having  business  relationships  with  such Acquired
               Company;

          (3)  confer  with  Purchaser  concerning  operational  matters  of  a
               material  nature;  and

          (4)  otherwise  report periodically to Purchaser concerning the status
               of  the  business,  operations,  and  finances  of  such Acquired
               Company.

     3.6.3  Negative  Covenant.  Except as otherwise expressly permitted by this
            ------------------
          Agreement, between the date of this Agreement and the Completion Date,
          Principal  Vendors  will not, and will cause each Acquired Company not
          to,  without  the  prior  consent  of  Purchaser, take any affirmative
          action,  or  fail  to  take  any reasonable action within their or its
          control,  as  a result of which any of the changes or events listed in
          Clause  4.16  of  the  Fourth  Schedule  is  likely  to  occur.

     3.6.4 Required Approvals. As promptly as practicable after the date of this
           ------------------
          Agreement,  Principal  Vendors  will,  and  will  cause  each Acquired
          Company to, make all filings required by Legal Requirements to be made
          by them in order to con-summate the Contemplated Transactions. Between
          the  date of this Agreement and the Completion Date, Principal Vendors
          will, and will cause each Acquired Company to cooperate with Purchaser
          with  respect  to  all  filings  that  Purchaser  elects to make or is
          required  by  Legal  Requirements  to  make  in  connection  with  the
          Contemplated  Transactions.

     3.6.5  Notification.  Between the date of this Agreement and the Completion
            ------------
          Date,  each  Vendor  will promptly notify Purchaser in writing if such
          Vendor  or any Acquired Company becomes aware of any fact or condition
          that  causes  or  con-stitutes  a  Breach of any of Principal Vendors'
          representations and warranties as of the date of this Agreement, or if
          such  Vendor  or  any Acquired Company becomes aware of the occurrence
          after  the  date of this Agreement of any fact or condition that would
          (except  as  expressly  contemplated  by  this  Agreement)  cause  or


                                       21
<PAGE>
          constitute  a  Breach of any such repre-sentation or warranty had such
          representation  or  warranty been made as of the time of occurrence or
          discovery of such fact or condition. Should any such fact or condition
          require  any change in the Disclo-sure Letter if the Disclosure Letter
          were dated the date of the occurrence or discovery of any such fact or
          condition,  Principal  Vendors  will  promptly  deliver to Purchaser a
          supplement to the Disclosure Letter specifying such change. During the
          same  period,  each  Vendor  will  promptly  notify  Purchaser  of the
          occurrence  of any Breach of any covenant of Principal Vendors in this
          Clause 3.6. For the avoidance of doubt the parties hereto hereby agree
          and  acknowledge  that, subject to the provisions of Clause 3.3.4, the
          Principal  Vendors  shall  from  the  date  hereof  until  the date of
          Completion  be  entitled  to  make  further  disclosures  against  the
          warranties  contained  in  this agreement by way of supplements to the
          Disclosure  Letter.

     3.6.6  Payment  of  Indebtedness.  Except  as  expressly  provided  in this
            -------------------------
           Agreement:

          3.6.6.1  Principal  Vendors  will  cause  all  indebtedness owed to an
               Acquired  Company  by  any  Vendor  or  any Related Person of any
               Vendor  to  be  paid  in  full  prior to the Completion Date; and

          3.6.6.2  The Principal Vendors will cause all indebtedness owed by any
               Acquired  Company  to  any  Vendor  or  any Related Person of any
               Vendor to be paid in full or otherwise discharged prior to, or on
               the  Completion  Date.

     3.6.7  No  Negotiation.  Until  such  time,  if  any,  as this Agreement is
            ---------------
          terminated  pursuant to Clause 5, Principal Vendors will not, and will
          cause  each Acquired Company and each of their Representatives not to,
          directly  or  indirectly solicit, initiate, or encourage any inquiries
          or  proposals  from, discuss or negotiate with, provide any non-public
          information to, or consider the merits of any unsolicited inquiries or
          proposals  from,  any  Person  (other  than Purchaser) relating to any
          transaction  involving  the sale of the business or assets (other than
          in the Ordinary Course of Business) of any Acquired Company, or any of
          the  capital  stock  of  any  Acquired  Company,  or  any  merger,
          consolidation,  business combination, or similar transaction involving
          any  Acquired  Company.

     3.6.8  Certificate  of Net Debt. On the day before the Completion Date, the
            --------------------------
          Principal  Vendors  shall  deliver to the Purchaser a certificate (the
          "Certificate  of  Net  Debt")  detailing  the Net Debt of the Acquired
          Companies  as  of  the  close of business on 30th April, 2001 as being
          3,852,156.  This  amount  of  Net  Debt  having been calculated by and
          agreed  between  the  Principal Vendors and the Purchaser based on the
          management  accounts of the Acquired Companies as at 30th April, 2001,
          which  accounts  were  prepared  in  accordance with GAAP. The parties
          agree  and  acknowledge  therefore that the amount of Net Debt is less
          than  the  permissible  amount  of Net Debt of 4,303,600 as previously
          agreed  by  the  parties.


                                       22
<PAGE>
3.7  COVENANTS  OF  PURCHASER:

     3.7.1  Approvals  by  Governmental Bodies. As promptly as practicable after
            -----------------------------------
          the date of this Agreement, Purchaser will, and will cause each of its
          Related Persons to, make all filings required by Legal Requirements to
          be made by them to consummate the Contemplated Transactions (including
          a  notification  under  the  Mergers  Act).  Between  the date of this
          Agreement  and  the  Completion  Date,  Purchaser  will cooperate with
          Principal  Vendors  with respect to all filings that Principal Vendors
          are  required  by  Legal  Requirements  to make in connection with the
          Contemplated  Transactions,  and (ii) cooperate with Principal Vendors
          in  obtaining  all  consents  identified in Part 4.2 of the Disclosure
          Letter;  provided  that  this  Agreement will not require Purchaser to
          dispose  of  or  make  any change in any portion of its business or to
          incur  any  other  burden  to  obtain  a  Governmental  Authorisation.

     3.7.2  Amex  Listing. The Purchaser shall cause the Consideration Shares to
            -------------
          be authorised for listing on the American Stock Exchange in connection
          with  the  transactions  contemplated in this Agreement, upon official
          notice  of  issuance.

     3.7.3  Incentive  Scheme.
            -----------------

          The  Purchaser  notes  the  desire  of each of the executive Principle
          Vendors to agree with MSI a new bonus and incentive scheme prior to or
          at  Completion,  (such  bonus  and  incentive  schemes  to  include an
          entitlement  on  the  part  of each such executive Principal Vendor to
          participate  in  share option schemes of the Purchaser). The Purchaser
          hereby  covenants  and  undertakes  to make a bona fide offer of a new
          bonus  and  incentive  scheme  as  detailed  above  to  each executive
          Principal  Vendor  by  Completion  and, in any event, by no later than
          31st  July,  2001.  The Purchaser further covenants and agrees that it
          shall  use  its  Best Efforts to have agreed a new bonus and incentive
          scheme  with each Principal Vendor by Completion and, in any event, by
          no  later  than  31st  July,  2001.


4.   WARRANTIES  AND  INDEMNITIES:

4.1  PRINCIPAL  VENDORS'  WARRANTIES:

     The  Principal  Vendors, jointly and severally, shall defend, indemnify and
     hold  harmless  the Purchaser, and shall reimburse Purchaser, for, from and
     against  each  and  every  demand,  claim,  loss  (which  shall include any
     diminution  in  value),  liability,  judgment,  damage,  cost  and  expense
     (including,  without  limitation, interest, penalties, costs of preparation
     and  investigation,  and the reasonable fees, disbursements and expenses of
     attorneys,  accountants  and  other  professional  advisers (individually a
     "loss"  and  collectively  "losses")  imposed  on or incurred by Purchaser,
     directly  or indirectly, resulting from or arising out of any Breach of any


                                       23
<PAGE>
     representation or warranty made by the Principal Vendors in this Agreement,
     (including  in  the  Fourth  Schedule  attached  hereto)  subject  to  any
     exceptions  fairly  and  accurately disclosed in the Disclosure Letter, and
     any  supplements  thereto,  and  any  matter expressly provided for in this
     Agreement.


4.2  WARRANTIES  BY  PURCHASER:

     The  Purchaser  shall  indemnify,  defend  and  hold  harmless  each of the
     Principal  Vendors  and  keep  each  of  the  Principal Vendors indemnified
     against  all  and any expenses, costs, claims, demands, losses, damages and
     other  liabilities  whatsoever  whether direct or consequential suffered or
     incurred  by  any  Principal  Vendor  as  a  result of any of the following
     statements  being  untrue  or  misleading.

     4.2.1  the  statements  contained  in each of Clauses 4.2, 4.3, 4.4 and 4.5
          respectively  are  at  the  date  hereof  true  and not misleading and
          further  that they will have been complied with in all respects, as if
          they  have  been  entered  into afresh at Completion and if, after the
          signing  of  this  Agreement  and before Completion, any matter arises
          which  results  or  may  result  in such statements becoming untrue or
          misleading,  the  Purchaser  shall  immediately  notify  the Principal
          Vendors  fully  in  writing  prior  to  Completion;

     4.2.2  the  Purchaser  is  duly  incorporated, validly existing and in good
          standing  under  the laws of New Jersey. Each of the Purchaser and its
          subsidiaries is duly qualified or licensed as a foreign corporation to
          do  business,  and  is in good standing, in each jurisdiction in which
          the  failure  to  be  so  qualified  or licensed would have a material
          adverse  effect  on  the  business,  assets,  financial commissions or
          results  of  operations  of Purchaser and its subsidiaries, taken as a
          whole;

     4.2.3  the  Purchaser  has power and authority to enter into this Agreement
          and  the  Ancillary  Agreements;

     4.2.4  the  execution,  delivery  and performance of this Agreement and the
          Ancillary  Agreements,  and  the  consummation  of  the  transactions
          contemplated  hereby  and  thereby,  have  been duly authorized by all
          necessary  corporate  action  on  the part of Purchaser and no further
          action  is  required  on  the  part  of  Purchaser  to  authorize this
          Agreement,  the  Ancillary Agreements or the transactions contemplated
          hereby  and  thereby;

     4.2.5  the  execution,  delivery  and  performance  of  the  terms  of this
          Agreement  and  the  Ancillary  Agreements  by  the  Purchaser  do not
          infringe  upon  any  provisions  of:


                                       24
<PAGE>
          (1)  any  law  or  regulation or any order or decree of any authority,
               agency  or  court  binding  on  the  Purchaser;

          (2)  the  certificate  of incorporation or bylaws of the Purchaser; or

          (3)  any loan stock, bond, debenture or other deed, mortgage, contract
               or  other  undertaking  or  instrument  to which the Purchaser is
               party;

     4.2.6 in acquiring the Shares, the Purchaser is acting as principal and not
          as  agent  or  broker  for  any  other  person;

     4.2.7  the  Purchaser  warrants  that  the  Consideration  Shares issued as
          consideration  in  accordance  with  the provisions of this Agreement,
          shall  have  been duly and validly authorised, issued and delivered by
          the  Purchaser  free  from  all  encumbrances  (save  for any lock up,
          vesting,  escrow or other arrangements contemplated by this Agreement)
          and  shall  have been issued in Compliance with US securities laws and
          will  be  fully  paid  for and not subject to any call, pre-emptive or
          similar  rights  and  shall  rank  pari passu in all respects with the
          existing common stock of the Purchaser. The Purchaser undertakes that,
          each  Vendor  shall  be entered in the register of shareholders of the
          Purchaser  as  holder  of  such  Consideration  Shares  issued  to him
          hereunder and under the Ancillary Agreements and so far as regards any
          dividend  declared or paid by reference to a record date falling on or
          after  the  date  upon  which  any  such Consideration Shares shall be
          required to be issued hereunder, rank as if they had been issued fully
          paid  on  and  from the date upon which such Consideration Shares were
          issued;

     4.2.8  each of the Vendors shall be entitled to sell all their fully vested
          Consideration Shares in the capital of the Purchaser at any time on or
          after  the  first  anniversary  of  the  date  hereof however under no
          circumstances  can  the  Vendors  sell their fully vested stock in the
          capital  of  the  Purchaser prior to the first anniversary of the date
          hereof.  In  addition,  the  Principal  Vendors  agree to enter into a
          customary  lock-up agreement in the agreed form with Needham & Company
          Inc.  if  so  requested  by  Needham  & Company Inc. The parties agree
          however  that  any  such  underwriting  Agreement shall not extend the
          period  during  which  the Vendors shall not be entitled to sell their
          fully vested stock in the capital of the Purchaser past the date which
          is  the  first  anniversary  of  the  date  hereof;

     4.2.9  at  Completion,  the  Purchaser  and  the Vendors shall enter into a
          registration rights agreement ("Registration Rights Agreement") in the
          agreed  form;

     4.2.10  in  the  event  that  the  Company  hedges the U.S. dollar exposure
          arising  from  the  cash  portion of the Purchase Price, the Purchaser
          shall  assign  the  Euro  contracts  purchased for this purpose to the
          Principal  Vendors  within  45  days  of  the  Completion  Date;


                                       25
<PAGE>
4.3  SEC  Filings;  Financial  Statements
     ------------------------------------

     4.3.1 Purchaser has furnished to Principal Vendors a true and complete copy
          of  each report, schedule, registration statement and definitive proxy
          statement filed by Company with the Securities and Exchange Commission
          ("SEC")  after  March  31st, 2000 (the "PURCHASER SEC REPORTS"), which
          are  all  the  forms,  reports  and  documents required to be filed by
          Company with the SEC after March 31st, 2000. The Purchaser SEC Reports
          (X)  were  prepared  in  accordance with, and complied in all material
          respects  with, the requirements of the Securities Act or the Exchange
          Act,  as  the  case  may  be, and the rules and regulations of the SEC
          thereunder  applicable to such Purchaser SEC Reports and were filed on
          a  timely  basis  and  (Y) did not at the time they were filed (and if
          amended  or superseded by a filing prior to the date of this Agreement
          then  on  the  date  of such filing) contain any untrue statement of a
          material  fact  or omit to state a material fact required to be stated
          therein or necessary in order to make the statements therein, in light
          of  the circumstances under which they were made, not misleading. None
          of  Purchaser's  subsidiaries is required to file any reports or other
          documents  with  the  SEC.

     4.3.2  Each  set  of  consolidated financial statements (including, in each
          case,  any  related  notes  thereto)  contained  in  the Purchaser SEC
          Reports,  including  any  Purchaser  SEC  Reports filed after the date
          hereof  until  Completion,  other  than  the  consolidated  financial
          statements  of  the  Acquired  Companies  or  the  pro forma financial
          information  derived  therefrom,  as  to  which the Purchaser makes no
          representations  or warranties (X) complied as to form in all material
          respects  with  the  published  rules  and regulations of the SEC with
          respect  thereto,  (Y)  was  prepared in accordance with United States
          generally  accepted  accounting  principles,  applied  on a consistent
          basis  throughout  the periods involved (except as may be indicated in
          the  notes  thereto  or,  in the case of unaudited statements, for the
          absence  footnotes  as permitted by Form 10-Q of the Exchange Act) and
          (Z)  fairly  presents the consolidated financial position of Purchaser
          and  its  subsidiaries  at  the  respective  dates  thereof  and  the
          consolidated  results  of  operations  and  cash flows for the periods
          indicated, except that the unaudited interim financial statements were
          or  are  subject  to  normal  year-end  adjustments.

     4.3.3  Purchaser  has  previously furnished to Principal Vendors a complete
          and  correct  copy  of any amendments or modifications, which have not
          yet  been  filed  with  the SEC but which are required to be filed, to
          agreements,  documents  or other instruments which previously had been
          filed  by Purchaser with the SEC pursuant to the Securities Act or the
          Exchange  Act.

     4.3.4  The  financial  information included in the press release dated June
          4th,  2001  issued by the Purchaser in connection with the Purchaser's
          announcement  of  its  results of operations for its fiscal year ended
          March  31st,  2001  (including,  without  limitation,  the Purchaser's
          consolidated  financial  statements contained therein) was prepared in
          accordance with United States generally accepted accounting principles


                                       26
<PAGE>
          and  fairly  presents  the  consolidated  financial  position  of  the
          Purchaser and its subsidiaries at the respective dates thereof and the
          consolidated  results  of operations for the periods indicated (except
          as  maybe  indicated  in  the  notes  thereto).

4.4  Absence  of  Certain  Changes  or  Events.
     ------------------------------------------

     4.4.1  Since  March  31st, 2001, there has not been, occurred or arisen any
          event  or  condition  which  has  had a material adverse effect on the
          business,  assets  (including intangible assets), financial conditions
          or results of operations of Purchaser and its subsidiaries, taken as a
          whole.

4.5  No  Undisclosed  Liabilities.
     ----------------------------

     4.5.1  Neither  Purchaser  nor  any of its subsidiaries has any liabilities
          (absolute,  accrued,  contingent or otherwise) which are, individually
          or  in  the aggregate, material to the business, results of operations
          or  financial  condition of Purchaser and its subsidiaries, taken as a
          whole,  except  (i)  liabilities  provided  for in Purchaser's balance
          sheet  as  of  March 31st, 2001, (ii) liabilities incurred since March
          31st,  2001  in  the ordinary course of business, consistent with past
          practice,  and (iii) contractual and other liabilities incurred in the
          ordinary  course  of  business which are not required by United States
          generally  accepted accounting principles to be reflected on a balance
          sheet.

4.6  Principal  Vendors  Indemnity
     -----------------------------

     4.6.1  The  Principal  Vendors  shall,  subject  to Clause 4.6.2 indemnify,
          defend  and  hold  harmless  the  Purchaser  and  keep  the  Purchaser
          indemnified  against  any  and  all  expenses, costs, claims, demands,
          losses,  damages and other liabilities whatsoever suffered or incurred
          by  the  Company  arising  out  of  or  in  respect  of:

          (i)  the  Company's  failure to deliver Tranche One of the products to
          Tchibo  by  the  First  Delivery  Date;

          (ii)  the  Company's failure to deliver Tranche Two of the products to
          Tchibo  by  the  Second  Delivery  Date;  and

          (iii)  Tchibo's rejection of Tranche One and/or Tranche Two because of
          failure  of  products  in either such Tranche to pass Tchibo's quality
          control  requirements,

          all  as  detailed  in  the  Tchibo  Contract.

          The  Principal Vendors shall have no other liability to the Company or
          the  Purchaser  pursuant to the Tchibo Contract and, for the avoidance
          of  doubt, the parties hereby agree that none of the Principal Vendors
          shall  have  any  liability to either the Company or the Purchaser for
          any  breach  by  the  Company  following Completion of the exclusivity


                                       27
<PAGE>
          obligation  undertaken  by the Company pursuant to the Tchibo Contract
          or  by  any  failure to deliver any further tranches of product due to
          Tchibo  under  the  Tchibo  Contract  for  any failure of such further
          tranches  of  product  to  pass  Tchibo's  quality  control  tests.

     4.6.2  The Principal Vendor's liability to the Purchaser pursuant to Clause
          4.6.1  above shall only apply to any expenses, costs, claims, demands,
          losses  or  damages  incurred  by  the  Company pursuant to the Tchibo
          Contract  in  excess of DM1,000,000 and, it is hereby expressly agreed
          and acknowledged that the limitations detailed in Clause 6, other than
          Clause  6.2.1.2 shall also limit any liability of any Principal Vendor
          pursuant  to  Clause  4.6.1. The parties further agree that any amount
          which  the  Principal  Vendors  become  liable  to  pay to the Company
          pursuant  to  Clause  4.6  shall  not  count  towards  the  de minimus
          limitations  detailed  in  Clause  6.2.1.2  hereof.


5.   TERMINATION

5.1  Termination  Events.
     -------------------

This  Agreement  may,  by  notice  given  prior to or on the Completion Date, be
terminated:

     5.1.1  by either Purchaser or Principal Vendors if a material Breach of any
          provision  of this Agreement has been committed by the other party and
          such  Breach  has  not  been  waived;

     5.1.2  by  mutual  consent  of  Purchaser  and  Principal  Vendors;  or

     5.1.3  by  either  Purchaser or Principal Vendors if the Completion has not
          occurred  (other  than  through  the  failure  of any party seeking to
          terminate  this  Agreement  to comply fully with its obligations under
          this Agreement) on or before close of business in Ireland on 5th July,
          2001,  or  such  later  date  as  the  parties  may  agree  upon.


6.   REMEDIES

6.1  MINORITY  VENDORS:

     THE  PURCHASER  SHALL  NOT  BE ENTITLED TO RECOVER ON ANY CLAIM PURSUANT TO
     CLAUSE  4.1  FROM  ANY MINORITY VENDOR AND, FOR THE AVOIDANCE OF DOUBT, THE
     PARTIES  HEREBY EXPRESSLY AGREE THAT NONE OF THE CONSIDERATION SHARES TO BE
     ISSUED  BY  PURCHASER  TO  THE  MINORITY  VENDORS  SHALL  BE ESCROW SHARES.


                                       28
<PAGE>
6.2  LIMITATIONS:

     NOTWITHSTANDING  THE PROVISIONS OF CLAUSES 4.1, 4.2 AND 6.1, AND SUBJECT TO
     CLAUSE  6.13  HEREOF  THE  PARTIES  WILL  NOT  BE  LIABLE  FOR  ANY  CLAIM

     6.2.1  UNLESS:

          6.2.1.1  TIME:  NOTICE  OF  IT  IS  GIVEN  IN  WRITING WITHIN ONE YEAR
               FOLLOWING  COMPLETION,  SETTING  OUT  DETAILS  OF  THE  EVENT  OR
               CIRCUMSTANCES  GIVING  RISE  TO  THE  CLAIM, THE LEGAL GROUNDS ON
               WHICH  THE  CLAIM IS BASED AND THE TOTAL AMOUNT OF THE LIABILITY;
               AND

          6.2.1.2  DE  MINIMIS:  THE  AGGREGATE AMOUNT OF THE PRINCIPAL VENDORS'
               LIABILITY  FOR  ALL DULY NOTIFIED CLAIMS (WHICH EACH INDIVIDUALLY
               EXCEED US$17,000) EXCEEDS US$170,000, IN WHICH CASE ALL SUCH DULY
               NOTIFIED  CLAIMS  (WHICH EACH INDIVIDUALLY EXCEED US$17,000) WILL
               LIE.

     6.2.2  MAXIMUM  AMOUNT:

          THE  MAXIMUM  AGGREGATE  LIABILITY  OF  THE  PRINCIPAL VENDORS FOR ALL
          CLAIMS UNDER THIS AGREEMENT SHALL BE THE AMOUNT REACHED BY MULTIPLYING
          THE  MARKET  VALUE  FIGURE  BY  THE  NUMBER OF ESCROW SHARES. ANY SUCH
          LIABILITY MAY ONLY BE SATISFIED OUT OF THE ESCROW SHARES, AND SHALL BE
          EFFECTED BY THE RETURN TO PURCHASER OF THE APPLICABLE NUMBER OF ESCROW
          SHARES.  THE  NUMBER  OF ESCROW SHARES TO BE RETURNED TO THE PURCHASER
          SHALL  BE  SUCH NUMBER OF ESCROW SHARES HAVING A MARKET VALUE EQUAL TO
          THE  DOLLAR  AMOUNT  OF  THE  CLAIM  MADE BY THE PURCHASER PURSUANT TO
          CLAUSE  4.1.


6.3  FURTHER  LIMITATIONS:

     NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  IN  THIS  AGREEMENT  AND  IN
     PARTICULAR  THE  PROVISIONS  OF  CLAUSE  4.1:

     6.3.1  NOTHING  IN  THIS  AGREEMENT WILL BE DEEMED TO RELIEVE THE PURCHASER
          FROM  ANY  COMMON  LAW  OR  OTHER  DUTY TO MITIGATE ANY LOSS OR DAMAGE
          INCURRED  BY  HIM;

     6.3.2  SUBJECT TO CLAUSE 7.11.2, NO PERSON OTHER THAN THE PURCHASER WILL BE
          ENTITLED  TO MAKE A CLAIM OR OTHER CLAIM UNDER THIS AGREEMENT, NEITHER
          WILL  THE  AMOUNT  OF  THE CLAIM BE CALCULATED BY REFERENCE TO LOSS OR
          DAMAGE  SUFFERED  BY  ANY  PERSON  OTHER  THAN  THE  PURCHASER;


                                       29
<PAGE>
     6.3.3  IF  ANY  CIRCUMSTANCES  GIVING  RISE TO A CLAIM ARISE, THE PURCHASER
          SHALL  GIVE  WRITTEN  NOTICE  TO  THE  PRINCIPAL  VENDORS AND KEEP THE
          PRINCIPAL  VENDORS  FULLY  INFORMED  OF  ALL  MATERIAL  DEVELOPMENTS;

     6.3.4  THE  PRINCIPAL VENDORS WILL NOT BE LIABLE IN RESPECT OF ANY CLAIM TO
          THE  EXTENT  THAT IT ARISES OR IS INCREASED OR EXTENDED AS A RESULT OF
          ANY  OCCURRING WITH RETROSPECTIVE EFFECT A CHANGE IN THE LAW OR IN ANY
          REGULATION,  REQUIREMENT  OR CODE OF CONDUCT OF ANY RELEVANT AGENCY OR
          REGULATORY  BODY  OR  ANY PARLIAMENTARY STATEMENT, OR STATEMENT BY THE
          REVENUE  COMMISSIONERS  CONCERNING  ANY  CHANGE  IN  REVENUE PRACTICE.

6.4  Recovery  from  Third  Parties:
     -------------------------------

     6.4.1  If  at  any time the Purchaser or the Company is entitled to recover
          from insurers or any other third parties whether by payment, discount,
          credit,  relief or otherwise howsoever (in this clause called a "Third
          Party  Claim")  in  relation  to any matter giving rise to a Claim the
          Purchaser  shall:

     6.4.2  Notify  the  Principal Vendors as soon as reasonably practicable and
          provide  such  information and assistance as the Principal Vendors may
          require  relating  to the entitlement and the action taken or proposed
          to  be  taken  by  the  Purchaser  or  the  Company;

     6.4.3  Take (at the expense of the Principal Vendors) such reasonable steps
          or  proceedings  as  the  Principal  Vendors  may  require, and act in
          accordance  with any requirements of the Principal Vendors, subject to
          the  Purchaser  being indemnified by the Principal Vendors against all
          reasonable  costs  and  expenses  incurred  in  that  connection;  and

     6.4.4  Keep  the  Principal  Vendors  informed  of the progress of any such
          steps,  proceedings  or  actions  and the amount of the relevant Claim
          against  the  Principal  Vendors  will be reduced to the extent of any
          amount  recovered  or  of which advantage is otherwise obtained or, if
          payment  has already been made by the Principal Vendors, the Purchaser
          shall  make  a  refund  as  appropriate.

     6.4.5 Steps taken by Principal Vendors to cause the Purchaser to pursue, or
          co-operate  in pursuit of, a Third Party Claim will not be taken as an
          admission  of  the  relating  Claim  or that the Principal Vendors are
          liable  in  any  particular  amount  or  at  all.


                                       30
<PAGE>
6.5  Co-operation.
     ------------

     6.5.1  The  Purchaser  shall allow, and shall cause the Group to allow, the
          Principal  Vendors  and their professional advisers to investigate any
          matter  or  circumstance  alleged  to  give  rise  to  a  Claim.

     6.5.2  For  that  purpose,  the  Purchaser  shall  give and shall cause the
          Company  to  give  all  reasonable  assistance requested on reasonable
          notice  by  the  Principal Vendors or their accountants, solicitors or
          other professional advisers, including reasonable access to and copies
          of  any  relevant  documents  or  information in the possession of the
          Purchaser  or  the  Group.

     6.5.3  The  provision of co-operation under this clause, or the request for
          co-operation, will not be taken as prejudicing the rights of any party
          with  regard  to  the  validity  or  extent  of  any  Claim.


6.6  Third  Party  Claims/Notice  to  Warranting  Party.
     --------------------------------------------------

     In  the  case  of  any  claim  asserted  by  a third party against a Person
     entitled  to  recover under a warranty under this Agreement (the "Warranted
     Party"),  notice  shall be given by the Warranted Party to the Party giving
     the  relevant  warranty  (the  "Warranting  Party")  promptly  after  such
     Warranted  Party has actual knowledge of any claim as to which Claim may be
     sought,  and  the Warranted Party shall permit the Warranting Party (at the
     cost  and  expense  of  such Warranting Party) to assume the defence of any
     claim  or  litigation  resulting therefrom; provided, however, that (i) the
     counsel  for  the  Warranting  Party  who shall conduct the defence of such
     claim  or  litigation  shall  be  reasonably  satisfactory to the Warranted
     Party,  (ii)  the  Warranted  Party may participate in such defence at such
     Warranted Party's expense, and (iii) the omission by any Warranted Party to
     give  notice  as  provided herein shall not relieve the Warranting Party of
     its warranty obligation under this Agreement except to the extent that such
     omission  results in a failure of actual notice to the Warranting Party and
     such  Warranting Party is materially damaged as a result of such failure to
     give  notice. Except with the prior written consent of the Warranted Party,
     no  Warranting Party, in the defence of any such claim or litigation, shall
     consent  to  entry  of  any  judgement  or  enter  into any settlement that
     provides  for  injunctive  or  other  non-monetary  relief  affecting  the
     Warranted  Party  or that does not include as an unconditional term thereof
     the  giving  by  each  claimant  or  plaintiff to such Warranted Party of a
     release from all liability with respect to such claim or litigation. In the
     event  that  the  Warranted  Party  shall  in good faith determine that the
     conduct of the defence of any Claim hereunder or any proposed settlement of
     any  such  Claim  by  the  Warranting  Party  might  be  expected to affect
     adversely  in  a  meaningful  way  the  ability of Purchaser to conduct its
     business,  or that the Warranted Party may have available to it one or more
     defences  or  counterclaims that are inconsistent with one or more of those
     that  may  be available to the Warranting Party in respect of such claim or
     any  litigation  relating thereto, the Warranted Party shall have the right
     at  all  times  to take over and assume control of the defence, settlement,


                                       31
<PAGE>
     negotiations  or  litigation relating to any such claim at the sole cost of
     the Warranted Party, provided that if the Warranted Party does so take over
     and  assume  control,  the  Warranted  Party shall not settle such claim or
     litigation  without  the  written  consent  of  the  Warranting Party, such
     consent  not  to be unreasonably withheld. In the event that the Warranting
     Party  does  not  accept  the  defence of any matter as above provided, the
     Warranted  Party shall have the full right to defend against any such claim
     or  demand  and  shall  be  entitled to settle or agree to pay in full such
     claim or demand subject to such Warranted Party*s rights to recover under a
     warranty  under  this Agreement. In any event, the Warranting Party and the
     Warranted  Party  shall reasonably cooperate in the defence of any claim or
     litigation  subject  to  this  Clause  6.6 and the records of each shall be
     available  to  the other with respect to such defence, except to the extent
     such  records  are subject to attorney/client privilege; provided, however,
     that  the  Parties shall negotiate and enter into a joint defence agreement
     satisfactory  to  each Party if such an agreement would avoid the waiver of
     such  attorney/client  privilege.

6.7  Procedure  for  Claims-  Other  Claims.
     --------------------------------------

     A Claim for any matter not involving a third-party claim may be asserted by
     written  notice  to  the  party from whom recover for breach of warranty is
     sought.

6.8  Survival  of  Representations  and  Warranties.
     ----------------------------------------------

     All  representations,  warranties,  covenants  and  obligations  in  this
     Agreement  and any other certificate or document delivered pursuant to this
     Agreement  will  survive  the  Completion  Date  for one year from the date
     hereof.

6.9  Exclusivity  of  Remedies.
     -------------------------

     The  remedies  provided  for  in  this  Clause 6 are subject to Clause 6.13
     hereof,  exclusive and shall be in lieu of all other remedies for breach of
     this  Agreement,  including  without  limitation  for  breaches  of  the
     representations,  warranties,  covenants  and  agreements hereunder and the
     Purchaser  shall not be entitled to seek recovery beyond the Escrow Shares;

6.10 Insured  Claims.
     ---------------

     In  case any event shall occur that would otherwise entitle either party to
     assert a Claim hereunder, no Loss shall be deemed to have been sustained by
     the  Warranted  Party  to  the  extent  of  any proceeds received (or, with
     reasonable  diligence  exercised  by  the Warranted Party, should have been
     received)  by  the Warranted Party from any insurance policies with respect
     thereto.

6.11 Treatment  of  Claim  Payments.
     ------------------------------

     Any  payment  made  to  the Purchaser will be treated for all purposes as a
     reduction  in  the  Purchase  Price  under  Clause  2.2.

6.12 Securityholder  Agent.
     ----------------------


                                       32
<PAGE>
     6.12.1  Upon  consummation  of  the  transactions  contemplated herein, and
          without further act of any Principal Vendor, Luke Crosbie, of Hibernia
          Capital  Partners  Limited  shall  be  appointed attorney-in-fact (the
          "Securityholder Agent") for each Principal Vendor for and on behalf of
           --------------------
          each  such  Principal  Vendor,  to  give  and  receive  notices  and
          communi-ca-tions, to authorize delivery to the Purchaser of the Escrow
          Shares  from  the  Escrow Fund (as defined in the Escrow Agreement) in
          satisfaction  of  claims  by  Purchaser  under the warranty provisions
          contained in Clause 4.1 hereof, to object to such deliveries, to agree
          to,  negotiate,  enter into settlements and compromises of, and demand
          arbitration and comply with orders of courts and awards of arbitrators
          with respect to such claims, to execute and deliver any forms or other
          documents  to  effect the transfer of all or part of the Escrow Shares
          and  to  take  all actions necessary or appropriate in the judgment of
          Securityholder  Agent for the accomplishment of the foregoing. Notices
          or communications to or from the Securityholder Agent shall constitute
          notice  to  or  from  each  of  the  Principal  Vendors.

     6.12.2  Each  decision,  act,  consent or instruction of the Securityholder
          Agent  shall  constitute  a  decision  of  all  the Vendors for whom a
          portion  of the Escrow Shares otherwise issuable to them are deposited
          in  the  Escrow  Fund  and shall be final, binding and conclusive upon
          each  Vendor and their successors or transferees, and the Escrow Agent
          and  the  Purchaser  may  rely upon any such decision, act, consent or
          instruction  of  the  Securityholder Agent as being the decision, act,
          consent  or  instruction  of  each  every Principal Vendor. The Escrow
          Agent  and the Purchaser are hereby relieved from any liability to any
          person  for  any  acts  done by them in accordance with such decision,
          act,  consent  or  instruction  of  the  Securityholder  Agent.

     6.12.3  The  agency  described  in  this  Clause 6.12 may be changed by the
          Principal  Vendors  from  time  to time upon not less than thirty (30)
          days  prior  written  notice  to  the  Purchaser;  provided  that  the
          Securityholder Agent may not be removed unless holders of a two-thirds
          interest  of  the  Escrow  Shares  agree  to  such  removal and to the
          identity of the substituted agent. The Securityholder Agent may resign
          upon  not  less  than  thirty  (30)  days  prior written notice to the
          Purchaser  and to all holders of an interest in the Escrow Shares. Any
          vacancy  in  the  position  of  Securityholder  Agent may be filled by
          approval  of  the  holders  of  a  majority  in interest of the Escrow
          Shares.

     6.12.4  The  Securityholder Agent shall not be entitled to compensation for
          his  or  her  services rendered hereunder. However, the Securityholder
          agent  shall  be  reimbursed  by  the Principal Vendors for reasonable
          counsel  fees  and other reasonable out-of-pocket expenses incurred in
          connection  with  the  provisions  of  this  Agreement  and the Escrow
          Agreement.

     6.12.5  The  Securityholder  Agent  may  act  upon  any instrument or other
          writing  believed  by  such  Securityholder  Agent in good faith to be
          genuine  and  to be signed or presented by the proper person and shall
          not  be liable for any act done or omitted hereunder as Securityholder
          Agent,  except for his or her own willful default or gross negligence.
          The  Principal  Vendors  on  whose  behalf  the  Escrow  Shares  were
          contributed to the Escrow Fund shall, jointly and severally, indemnify
          the  Securityholder  Agent  and hold the Securityholder Agent harmless


                                       33
<PAGE>
          against  any  loss,  liability  or  expense  incurred  without willful
          default  or  gross  negligence on the part of the Securityholder Agent
          and  arising  out  of  or  in  connection  with  the  acceptance  or
          administration  of  the  Securityholder  Agent's  duties  hereunder,
          including  the  reasonable  fees  and  expenses  of  any legal counsel
          retained  by  the  Securityholder  Agent.

6.13 Provisions.
     ----------

     In  the event that one or more of the Principal Vendors has committed fraud
     then the limitations detailed in this Clause 6 shall not apply to any claim
     in  respect  of  that fraud brought by the Purchaser against such Principal
     Vendor(s) provided however, it is expressly agreed and acknowledged that in
     the  event  of  a  claim for fraud being taken by the Purchaser against any
     Principal  Vendor  or Vendors then the Purchaser shall only have a right of
     recovery  as against the Principal Vendor or Vendors found to have actually
     committed such fraud and the Purchaser expressly acknowledges that it shall
     not  have  any  right  whatsoever to pursue any Principal Vendor or Vendors
     found  not  to have committed such fraud. Notwithstanding the provisions of
     Clause  6.9, nothing contained herein shall be deemed a waiver by any party
     of  the  right  to  specific  performance  or  equitable  relief.

7.   MISCELLANEOUS  PROVISIONS

7.1  Transfers  to  be  stamped.
     --------------------------

     Following  Completion, the Purchasers shall promptly deliver to the Revenue
     Commissioners  the  transfers referred to in Clause 3.4.1(1) for assessment
     of  stamp  duty,  and  shall  promptly  pay  the  duty  assessed.

7.2  Announcements.
     -------------

     The  Principal Vendors and the Purchaser shall not make any announcement to
     shareholders,  employees,  customers or suppliers, or to securities markets
     or  other  authorities  or  to  the  media  or  otherwise,  regarding  the
     subject-matter  of  this Agreement without reasonably first consulting with
     the  other  parties  to  this  Agreement notwithstanding the foregoing, the
     Purchaser  shall  be  permitted  to  describe  the  subject  matter of this
     Agreement  and the Ancillary Agreements in its registration statement to be
     filed  with the SEC and to file this Agreement and the Ancillary Agreements
     with  the  SEC  to  the  extent  required  by  law.

7.3  Waiver  of  Pre-emption  Rights.
     -------------------------------

     The Principal Vendors hereby waive all pre-emption rights to which they may
     be  entitled under the Articles of Association of the Company or otherwise.


                                       34
<PAGE>
7.4  Costs and  Expenses.
     --------------------

     Each  party  to  this Agreement will pay his own costs of and incidental to
     this  Agreement  and  its implementation including without limitation their
     respective  attorney's  and investment banker/broker fees, if any, incurred
     in  connection  with  this Agreement. The parties further agree that in the
     event that this Agreement is signed but Completion does not take place then
     the  costs  incidental  to  the preparation of financial statements for the
     Company  for  the  preceding  two  financial years shall be paid 50% by the
     Purchaser  and,  so  far as is permitted by law, 50% by the Company. In the
     event  that  Completion  occurs,  then  the  cost  of  preparation  of such
     financial  statements,  shall  so  far as is permitted by law, be borne and
     paid  by  the  Company.  The  parties  to  this  Agreement  agree  that
     notwithstanding  the previous provisions of this Clause that the payment by
     the  Company  of  IR  70,000  (in aggregate) to Downer & Company during the
     period  1st  August,  2000 to 31st December, 2000 be and is hereby approved
     and  ratified.


7.5  Severability.
     ------------

     All  the  clauses restrictive of competition in this Agreement are distinct
     and  severable, and if any clause is held unenforceable, illegal or void in
     whole  or  in  part  by  any court, regulatory authority or other competent
     authority,  it  shall  to  that  extent  be deemed not to form part of this
     Agreement,  and  the enforceability, legality and validity of the remainder
     of  this  Agreement  will  not  be  affected.

7.6  Whole  Agreement.
     ----------------

     This  Agreement (together with any documents to be executed under Clause 3)
     and  the  Disclosure  Letter  supersede  all  prior  representations,
     arrangements,  understandings  and  agreements,  and sets forth the entire,
     complete  and  exclusive  agreement  and understanding between the parties.

7.7  Survival.
     --------

     The  provisions  of  this  Agreement  which  have  not  been  performed  at
     Completion will remain in full force and effect notwithstanding Completion.

7.8  Notices.
     -------

     7.8.1  Any  notice  or other communication to be given or served under this
          Agreement  shall  be  in  writing, addressed to the relevant party and
          expressed  to  be  a notice or communication under this Agreement and,
          without prejudice to the validity of another method of service, may be
          delivered  or  sent  by  pre-paid,  registered,  airmail,  post or via
          telecopier,  addressed  as  follows:

          (i)  if  to  the  Principal  Vendors  or  the  Company  to:


                                       35
<PAGE>
               A  &  L  Goodbody  (Solicitors)
               International  Financial  Services  Centre
               Dublin  1
               Ireland
               Attention:  Michael  Green,  Esq.
               Telecopier:  (353)  1  649  2649

          (ii) if  to  the  Purchaser  to  each  of:

               Measurement  Specialties  Inc
               80  Little  Falls  Road
               Fairfield
               New  Jersey  07  004
               Attention:  Joseph  R.  Mallon  Jr.
               Telecopier:  (973)  808  -  1787

               With  a  copy  to

               McCarter  &  English,  LLP
               Four  Gateway  Center
               100  Mulberry  Street
               Newark,  New  Jersey  07102
               Attention:  Kenneth  E.  Thompson,  Esq.
               Telecopier:  (973)  624-7070

          or  to  such  other  address or telecopier number as the addressee may
          have  previously  substituted  by  notice.

     7.8.2  A  notice  or  other  communication will be deemed to have been duly
          served  or  given:

          (1)  in  the  case  of  delivery,  at  the  time  of  delivery;

          (2)  in  the  case of posting, five days after posting (and proof that
               the  envelope containing the notice or communication was properly
               addressed,  will  be sufficient evidence that the notice or other
               communication  has  been  duly  served  or  given);  or

          (3)  in  the  case  of  telecopier,  upon transmission, subject to the
               correct  code  or  telecopier  number  being  received  on  the
               transmission  report and receipt by the addressee of the complete
               text  in  legible  form

          (4)  in the case of delivery via overnight mail, the day following the
               day  such  notice  or  communication  was  sent


                                       36
<PAGE>
               but  if  a  notice  is given or served at business premises other
               than  during  usual  business hours on a Business Day, it will be
               deemed  to be given or served on the next following Business Day.

          7.8.3  A  party  giving  or  serving  a  notice or other communication
               hereunder  by telecopier shall also give or serve a copy by post,
               but  without  prejudice  to the validity and effectiveness of the
               service  by  telecopier.

          7.8.4  All  notices  or  other  communications shall be in the English
               language.


7.9  Service  of  Agent.
     ------------------

     Without  prejudice  to  any  other  mode  of  service:

     7.9.1 the Purchaser irrevocably appoints Mr. David Dillon of Dillon Eustace
          Solicitors,  Dublin,  Ireland  as  agent  and,  each  of the Principal
          Vendors  hereby irrevocably appoints Mr. Michael Greene of the Vendors
          Solicitors as agent for service of process relating to any proceedings
          before  the  courts  of Ireland in connection with this Agreement, and
          each  party  agrees  to  maintain  as  its  agent the process agent in
          Ireland  so  notified  hereby  during  the  term of this Agreement and
          thereafter during such period as any action may be taken under it; and

     7.9.2 each party agrees that failure by a process agent to notify it of the
          process  will  not  invalidate  the  proceedings  concerned.

7.10 Disclosure  Letter.
     ------------------

     7.10.1  The  disclosures  in  the  Disclosure  Letter,  and  those  in  any
          supplement  thereto,  must  relate  only  to  the  representations and
          warranties  in  the  Clause  of  the Agreement to which they expressly
          relate  and  not  to  any  other  representation  or  warranty in this
          Agreement.

     7.10.2 In the event of any inconsistency between the statements in the body
          of  this Agreement or the Schedules and those in the Disclosure Letter
          (other than an exception expressly set forth as such in the Disclosure
          Letter  with  respect  to  a specifically identified representation or
          warranty),  the  statements in the body of this Agreement or Schedules
          will  control.

7.11 Assignment/Third  Party  Beneficiaries.
     --------------------------------------

     7.11.1 Subject to Clause 7.11.2, neither party may assign any of its rights
          under  this  Agreement without the prior consent of the other parties,
          which  will  not  be  unreasonably withheld, except that Purchaser may
          assign  any  of  its  rights  under this Agreement to any wholly owned
          subsidiary  of  Purchaser.

     7.11.2  The  Parties  hereby  expressly  agree  that the Purchaser shall be
          entitled to assign any of its rights under this Agreement to any party
          purchasing  the  entire  issued  share capital of the Company from the
          Purchaser and to any party that acquires all the assets of the Company
          as  at  Completion  from  the  Purchaser.


                                       37
<PAGE>
     7.11.3 Subject to subclauses 7.11.1 and 7.11.2 respectively, this Agreement
          will  apply  to,  be  binding  in  all respects upon, and inure to the
          benefit  of  the  successors  and  permitted  assigns  of the parties.
          Nothing  expressed  or referred to in this Agreement will be construed
          to give any Person other than the parties to this Agree-ment any legal
          or  equitable  right,  remedy,  or claim under or with respect to this
          Agreement  or  any provision of this Agreement. This Agreement and all
          of  its  provisions  and  conditions  are  for  the sole and exclusive
          benefit  of  the  parties  to  this Agreement and their successors and
          assigns.


7.12 Governing  Law.
     --------------

     This  Agreement and all relationships created by it will in all respects be
     governed  by  and  construed  in  accordance  with  Irish  law.

7.13 Jurisdiction.
     ------------

     7.13.1 It is irrevocably agreed that the Irish courts are to have exclusive
          jurisdiction  to  settle  any  disputes  which  may arise out of or in
          connection with this Agreement or its performance and accordingly that
          any  suit,  action  or  proceedings  so arising may be brought in such
          courts.

     7.13.2  The  Purchaser  irrevocably  waives  (and irrevocably agrees not to
          raise)  any  objection  which  it  may have now or subsequently to the
          laying  of  the  venue  of  any  proceedings  in  any such court as is
          referred  to  in  this  Clause  9.13  and  any  claim  that  any  such
          proceedings  have  been  brought  in an inconvenient forum and further
          irrevocably  agrees that a judgement in any proceedings brought in any
          such  court  as  is referred to in this Clause 9.13 will be conclusive
          and  binding  upon  the Purchaser and may be enforced in the courts of
          any  other  jurisdiction.


7.14 Cooperation
     -----------

     From  time  to  time  following  the  date  hereof,  Principal  Vendors and
     Purchaser  shall,  and shall cause their respective Affiliates to, execute,
     acknowledge and deliver all such further conveyances, notices, assumptions,
     releases  and  acquittances and such other instruments, and shall take such
     further  actions,  as  may  be  necessary or appropriate to assure fully to
     Purchaser  and its respective successors or assigns, all of the properties,
     rights,  titles,  interests,  estates,  remedies,  powers  and  privileges
     intended to be conveyed to Purchaser under this Agreement and the Ancillary
     Agreements  and  to  assure fully to Principal Vendors and their successors
     and  assigns,  the  obligations  of  Purchaser under this Agreement and the
     Ancillary  Agreements,  and  to  otherwise  make effective the transactions
     contemplated  hereby  and  thereby.


                                       38
<PAGE>
7.15 Counterparts
     ------------

     (a)  This Agreement may be executed in writing simultaneously and by one or
          more  counterparts, each of which shall be deemed an original, but all
          of  which  together shall constitute one and the same agreement, which
          shall  be  sufficiently  evidenced  by  any  one  of  such  original
          counterparts.

     (b)  For  the purpose of this clause "writing" shall mean written signature
          or  signature  produced  or substituted for such written signature and
          shall  be  deemed to include a signature sent by facsimile or by other
          electronic  means.



IN  WITNESS whereof this Agreement has been entered into the date and year first
herein  written.


                                       39
<PAGE>
                               FIRST  SCHEDULE                          Parties,
                                                                  recs.  A  &  B
                                                                     &  cl.  2.1

                      THE COMPANY AND THE PRINCIPAL VENDORS

Terraillon  Holdings  Limited.  Registered  in  Ireland  no.  295136
Capital  at  the  date  hereof:  authorised  17,025,000  IR  pounds divided into
5,000,000 A Ordinary Shares of 1 IR pound each, 5,000,000 B Ordinary Shares of 1
IR  pound  each, 250,000 C Ordinary Shares of 0.10p IR pounds each and 7,000,000
Cumulative  Preference  Shares  of  1  IR pound  each of which 66,000 A Ordinary
Shares  of  1  IR  pound each, 203,500 B Ordinary Shares of 1 IR pound  each and
77,000  C  Ordinary  Shares  of  1  IR  pound  each  are  issued and fully paid.

Capital at the date of Completion:  Authorised 17,000,000 IR pounds divided into
5,000,000 A Ordinary Shares of 1 IR pound  each 5,000,000 B Ordinary Shares of 1
IR pound  each and 7,000,000 Cumulative Preference Shares of 1 IR pound  each of
which  135,667  A  Ordinary  Shares  of  1 IR pound each, and 203,500 B Ordinary
Shares  of  1  IR  pound  each  will  be  issued  and  fully  paid.


                                       40
<PAGE>
                                 SECOND SCHEDULE

                                                             cl. 1.1


<TABLE>
<CAPTION>
============================  =============================  =======
Name                          Jurisdiction of Incorporation  Status
----------------------------  -----------------------------  -------
<S>                           <C>                            <C>
Hanson UK Ltd.                England                        Trading
Terraillon Corp.              United States                  Trading
Hanson Industries Ltd.        Ireland                        Trading
Terraillon SA                 France                         Trading
Gewako                        Switzerland                    Trading
Hanson Limited                Ireland                        Dormant
Hanson International Limited  Ireland                        Dormant
Hanson Technology Limited     Ireland                        Dormant
Terraillon Benelux                                           Dormant
Terraillon Espagne                                           Dormant
Terraillon Asia                                              Dormant
----------------------------  -----------------------------  -------
</TABLE>


                                       41
<PAGE>
                                 THIRD SCHEDULE

                                    DIRECTORS          cl.  1.1

================  ===========  ==========
Name of Director  Company/ies  Continuing
                                Director
                                  (Y/N)
----------------  -----------  ----------

Fergal Mulchrone                   Y
Chris Duggan                       Y
David Gavagan                      N
Niall McFadden                     N
Luke Crosbie                       N
Charles Ortel                      N
Fabien Chaladon                    N
================  ===========  ==========



                                       42
<PAGE>
                                 FOURTH SCHEDULE

                                    WARRANTIES                 cls.  1.1  &  4.1


     4.1  ORGANISATION  AND  GOOD  STANDING.

          (a)  Part  4.1  of  the  Disclosure  Letter  contains  a  complete and
               accurate  list  for  each  Acquired  Company  of  its  name,  its
               jurisdiction of incorporation, other jurisdictions in which it is
               authorised  to do business, and its capitalisation (including the
               identity  of  each  stockholder  and the number of shares held by
               each).  Each Acquired Company is a corporation duly organised and
               validly  existing  under  the  laws  of  its  jurisdiction  of
               incorporation, with full corporate power and authority to conduct
               its  business  as  it  is  now being conducted, to own or use the
               properties  and  assets  that  it  purports to own or use, and to
               perform  all  its  obligations  under  Applicable Contracts. Each
               Acquired  Company  is  duly qualified to do business as a foreign
               corporation under the laws of each state or other jurisdiction in
               which either the ownership or use of the properties owned or used
               by  it, or the nature of the activities conducted by it, requires
               such  qualification.

          (b)  Principal  Vendors  have  delivered  to  Purchaser  copies of the
               Organisational  Documents  of each Acquired Company, as currently
               in  effect.

     4.2  AUTHORITY;  NO  CONFLICT.

          (a)  This  Agreement  constitutes  the  legal,  valid,  and  binding
               obligation  of  Principal  Vendors, enforceable against Principal
               Vendors  in  accordance  with  its  terms, subject to the laws of
               general  application  relating  to bankruptcy, insolvency and the
               relief  of  debtors  and  to  the  rules  governing  specific
               performance,  injunctive relief or other equitable remedies. Upon
               the  execution  and  delivery  by  Principal  Vendors  of  the
               Noncompetition  Agreements,  Vesting  Agreements  and  Escrow
               Agreement  (collectively,  the  "Ancillary  Agreements"),  the
               Ancillary  Agreements  will  constitute  the  legal,  valid,  and
               binding  obligations  of  Principal  Vendors, enforceable against
               Principal  Vendors  in  accordance  with  their respective terms,
               subject  to  the  laws  of  general  application  relating  to
               bankruptcy, insolvency and the relief of debtors and to the rules
               governing  specific  performance,  injunctive  relief  or  other
               equitable  remedies.  Principal Vendors have the requisite power,
               authority, and capacity to execute and deliver this Agreement and
               the  Ancillary  Agreements and to perform their obligations under
               this  Agreement  and  the  Ancillary  Agreements.


                                       43
<PAGE>
          (b)  Except as set forth in Part 4.2 of the Disclosure Letter, neither
               the execution and delivery of this Agreement nor the consummation
               or  performance  of  any  of  the Contemplated Transactions will,
               directly or indirectly (with or without notice or lapse of time):

               (i)  contravene,  conflict  with, or result in a violation of (A)
                    any  provision  of  the  Organisational  Documents  of  the
                    Acquired  Companies,  or  (B)  any resolution adopted by the
                    board  of  directors  or  the  stockholders  of any Acquired
                    Company;

               (ii) to  the  Principal  Vendors  knowledge  contravene, conflict
                    with,  or result in a violation of, or give any Governmental
                    Body  or  other  Person  the  right  to challenge any of the
                    Contemplated  Transactions  or  to  exercise  any  remedy or
                    obtain  any relief under, any Legal Requirement or any Order
                    to  which  any  Acquired  Company  or  Vendor, or any of the
                    assets  owned  or  used  by  any  Acquired  Company,  may be
                    subject;

               (iii)  contravene, conflict with, or result in a violation of any
                    of  the  terms  or requirements of, or give any Governmental
                    Body  the  right  to  revoke,  withdraw,  suspend,  cancel,
                    terminate, or modify, any Governmental Authorisation that is
                    held  by  any  Acquired Company or that otherwise relates to
                    the  business of, or any of the assets owned or used by, any
                    Acquired  Company;

               (iv) cause  Purchaser  or  any Acquired Company to become subject
                    to,  or  to  become  liable  for  the  payment  of, any Tax;

               (v)  cause  any of the assets owned by any Acquired Company to be
                    reassessed  or  revalued  by  any  taxing authority or other
                    Governmental  Body;

               (vi) to  the  Principal  Vendors  knowledge  contravene, conflict
                    with,  or  result  in a violation or breach of any provision
                    of,  or  give  any  Person the right to declare a default or
                    exercise  any remedy under, or to accelerate the maturity or
                    performance  of,  or  to  cancel,  terminate, or modify, any
                    Applicable  Contract;  or

               (vii) to the Principal Vendors knowledge result in the imposition
                    or  creation  of any Encumbrance upon or with respect to any
                    of  the  assets  owned  or  used  by  any  Acquired Company;

               (viii)  to the Principal Vendors knowledge except as set forth in
                    Part  4.2  of  the  Disclosure Letter, no Vendor or Acquired
                    Company  is  or  will  be  required to give any notice to or
                    obtain  any  Consent  from any Person in connection with the
                    execution and delivery of this Agreement or the consummation
                    or  performance  of  any  of  the Contemplated Transactions;


                                       44
<PAGE>
     4.3  CAPITALIZATION.

          (a)  Company.  The authorised capital stock of the Company consists of
               -------
               17,025,000 shares, composed of 5,000,000 "A" Ordinary Shares, par
               value  1 Pound per share, of which 66,000 "A" Ordinary Shares are
               issued;  5,000,000  "B"  Ordinary  Shares,  par value 1 pound per
               share,  or which 203,500 are issued; 250,000 "C" Ordinary Shares,
               par  value  0.10  pound per share, of which 77,000 are issued and
               7,000,000  Cumulative  Preference  Shares,  par value 1 pound per
               share,  none  of  which  are  issued.  All  of  such  issued  and
               outstanding  shares  have  been validly issued and are fully paid
               and were not issued in violation of any pre-emptive rights. There
               are  no  options,  warrants,  calls, subscriptions, conversion or
               other rights, agreements or commitments obligating the Company to
               issue  any  additional shares or any other securities convertible
               into,  exchangeable  for or evidencing the right to subscribe for
               any  shares  of  the  Company.

          (b)  Subsidiaries and Other Equity Investments. Except as set forth in
               -----------------------------------------
               the  Part 4.3 of the Disclosure Letter, the Company does not own,
               directly  or  indirectly,  any  shares  of any corporation or any
               equity  investment  in  any  partnership,  association  or  other
               business organisation. With respect to each Subsidiary that is an
               issuer  of  any  shares  owned  of  record  by the Company or its
               Subsidiaries,  the Part 4.3 of the Disclosure Letter sets forth a
               true  and  complete  list  of  its  name  and  jurisdiction  of
               incorporation.  Except  as  set  forth  in  the  Part  4.3 of the
               Disclosure  Letter,  neither  the Company nor any Subsidiary is a
               party  to  or bound by any contract or agreement to issue or sell
               or  redeem, purchase or otherwise acquire any shares or any other
               security  of  any Subsidiary or any other security exercisable or
               exchangeable  for  or  convertible  into  any shares or any other
               security  of  any Subsidiary, and there is no outstanding option,
               warrant,  contract,  agreement  or  arrangement  to  purchase any
               shares  or  any  other  security  of  any Subsidiary or any other
               security  exercisable or convertible into any shares or any other
               security  of  any  Subsidiary.

     4.4  FINANCIAL  STATEMENTS.  Principal Vendors have delivered to Purchaser:
          audited  consolidated  balance  sheets of the acquired companies as at
          December  31  in  each  of  the  years  1999 and 2000, and the related
          audited  consolidated  statements  of income, changes in shareholders'
          equity,  and  cash  flow  for  each  of  the  fiscal years then ended,
          together  with  the report thereon of Deloitte and Touche, independent
          certified  public  accountants and (b) a consolidated balance sheet of
          the  Acquired  Companies  as at December 31, 2000 (including the notes
          thereto, the "Balance Sheet"), and the related consolidated statements
          of  income,  changes  in  shareholders'  equity, and cash flow for the
          fiscal  year  then ended, together with the report thereon of Deloitte
          and Touche, independent certified public accountants including in each
          case  the  notes  thereto  together the ("Financial Statements"). Such
          Financial  Statements  and notes have been prepared in accordance with
          the  law, on a basis consistent throughout the periods involved and in
          accordance  with  GAAP. Financial statements and notes give a true and
          fair  view  of  the  state  of  affairs  of the Acquired Companies and
          correctly  state their assets, liabilities and profits or losses as at


                                       45
<PAGE>
          those  dates  or for the periods concerned. The Principal Vendors have
          also  delivered  to  the  Purchasers an unaudited consolidated balance
          sheet  of  the Acquired Companies as at March 31st, 2001 (the "Interim
          Balance  Sheet")  and the related unaudited consolidated statements of
          income,  changes  in  the  stockholders equity and cash flow for the 3
          months  then  ended,  such  financial  statements  and notes have been
          prepared  on a basis consistent and adopted on the same assumptions as
          those  made  in preparing previous management accounts for the Company
          and  show  a  reasonably accurate view of the statement of affairs and
          profit  and loss of the Acquired Companies as at the period in respect
          of  which  they  have  been  prepared  subject  to  normal  year  end
          adjustments.


     4.5  BOOKS  AND  RECORDS.  The books of account, minute books, stock record
          books,  and other records of the Acquired Companies, all of which have
          been  made  available  to Purchaser, are complete and correct and have
          been  main-tained in accordance with applicable laws. The minute books
          of  the  Acquired  Com-panies contain accurate and complete records of
          all meetings held of, and corporate action taken by, the stockholders,
          the Boards of Direc-tors, and committees of the Boards of Directors of
          the Acquired Companies, and no meeting of any such stockholders, Board
          of  Directors,  or  committee has been held for which minutes have not
          been  prepared  and  are  not  contained  in such minute books. At the
          Completion,  all  of those books and records will be in the possession
          of  the  Acquired  Companies.

     4.6  TITLE  TO  PROPERTIES; ENCUMBRANCES. Part 4.6 of the Disclosure Letter
          contains  an  accurate list of all real property, leaseholds, or other
          interests  therein  owned  by  any  Acquired  Company.  The  Acquired
          Companies  own  (with  good  and  marketable title in the case of real
          property)  all  the  properties and assets (whether real, personal, or
          mixed  and  whether  tangible or intangible) that they purport to own,
          including  all  of  the properties and assets reflected in the Balance
          Sheet and the Interim Balance Sheet (except for personal property sold
          since  the date of the Balance Sheet and the Interim Balance Sheet, as
          the  case  may be, in the Ordinary Course of Business), and all of the
          properties  and assets purchased or otherwise acquired by the Acquired
          Companies  since  the  date  of the Balance Sheet (except for personal
          property  acquired and sold since the date of the Balance Sheet in the
          Ordinary  Course  of  Business and consistent with past practice). All
          material  properties and assets reflected in the Balance Sheet and the
          Interim  Balance  Sheet are free and clear of all Encumbrances, except
          as  disclosed  in  Part  4.6  of  the  Disclosure Letter. The Acquired
          Companies  hold  valid  and  binding lease agreements for all personal
          property  which  is  used  in  and  material  to  the operation of the
          Acquired  Companies  and which is not owned by the Acquired Companies.

     4.7  CONDITION  AND  SUFFICIENCY  OF  ASSETS.

     The  buildings, plants, structures, and equipment of the Acquired Companies
     are  to  the  Principal  Vendors  knowledge structurally sound, are in good


                                       46
<PAGE>
     operating condition and repair, and are adequate for the uses to which they
     are  being  put to the knowledge of the Principal Vendors, and none of such
     buildings,  plants,  structures,  or equipment is in need of maintenance or
     repairs  except  for ordinary, routine maintenance and repairs that are not
     material  in  nature or cost. To the Knowledge of the Principal Vendors the
     building,  plants,  structures, and equipment of the Acquired Companies are
     sufficient  for the continued conduct of the Acquired Companies' businesses
     after the Completion in substantially the same manner as conducted prior to
     the  Completion.

     4.8  ACCOUNTS  RECEIVABLE.  Part  4.8  of  the Disclosure Letter contains a
          complete  and  accurate  list  of  accounts  receivable  ("Accounts
                                                                     --------
          Receivable")  of  the  Acquired  Companies as of December 31, 2000 and
          ----------
          sets  forth  the  aging  of  such  Accounts  Receivable.  All Accounts
          Receivable  that  are  reflected on the Balance Sheet, Interim Balance
          Sheet or on the accounting records of the Acquired Companies as of the
          Completion  Date represent or will represent valid obligations arising
          from  sales  actually  made  or  services  actually  performed  in the
          Ordinary Course of Business. Unless paid prior to the Completion Date,
          and  except  as  disclosed  in  Part 4.8 of the Disclosure Letter, the
          Accounts  Receivable  are or will be as of the Completion Date current
          and  collectible net of the respective reserves after debtor financing
          shown on the Balance Sheet, Interim Balance Sheet or on the accounting
          records  of  the  Acquired  Companies as of the Completion Date (which
          reserves  to  the  knowledge of the Principal Vendors are adequate and
          calculated  consistent  with  past  practice).

     4.9  INVENTORY.  All  inventories  of the Acquired Companies are useable or
          saleable  in  the  Ordinary  Course  of  Business,  save  as otherwise
          provisioned  in  the  Financial  Statements  of  the  Company.

     4.10 NO  UNDISCLOSED  LIABILITIES.  Except as set forth in Part 4.10 of the
          Disclosure  Letter,  the  Acquired  Companies  have  no liabilities or
          obligations  of  any  nature  except  for  current  accounts  payable
          liabilities incurred in the Ordinary Course of Business since the date
          of  the  Interim  Balance  Sheet.

     4.11 TAXES.  Each  of  the  Acquired  Companies has accurately prepared and
          filed  all  Tax Returns required to be filed prior to the date of this
          Agreement.  True and complete copies of each of the most recent of any
          such  material  return  or  statement,  and  such  other  returns  and
          statements  requested  by  Purchaser, have been provided to Purchaser.
          All  such  returns were true and correct in all material respects. Any
          Tax  required  to  be  paid  or  withheld  with respect to the periods
          covered by such returns and statements have been paid or withheld. The
          liabilities  for  unpaid  Taxes  shown  on  the  Balance Sheet and the
          Interim  Balance  Sheet  are  and  will be sufficient to pay all Taxes
          accrued  through  the  date  thereof and not reported on and paid with
          returns  filed by the Acquired Companies prior to the Completion Date.
          No  Tax  liability  will  be  incurred  by the Acquired Companies as a
          result of the transactions contemplated by this Agreement. None of the
          Acquired  Companies  has been delinquent in the payment of any Tax, or
          in  the  filing of any Tax Return, and the Acquired Companies have not
          requested  any  extension of time in which to file any Tax Return with
          respect  to  any  period  prior  to  the  Completion  Date.  Except as
          described  in  Part  4.11  of  the  Disclosure Letter, (i) none of the


                                       47
<PAGE>
          Acquired  Companies  has  had  any Tax deficiency proposed or assessed
          against it; (ii) no audit of any Tax return of the any of the Acquired
          Companies  is in progress or threatened; (iii) no director, officer or
          employee  of  an  Acquired Company responsible for Tax matters expects
          any  Governmental  Body  to assess any additional Taxes for any period
          for which Tax Returns have been filed; and (iv) no waiver or agreement
          by  an  Acquired Company is in force for the extension of time for the
          assessment  or  payment of any Tax. No Vendor nor any other officer or
          employee  of an Acquired Company, has been contacted by a Governmental
          Body in connection with any personal liability for employment or sales
          Taxes  that would otherwise be due and payable by an Acquired Company.
          No claim has ever been made by any Governmental Body in a jurisdiction
          where  an Acquired Company does not file Tax Returns that it is or may
          be  subject  to  taxation  by that jurisdiction. There are no security
          interests on any of the assets of the Acquired Companies that arose in
          connection  with  any failure (or alleged failure) to pay any Tax. The
          Acquired  Companies  are  not and have never been party to or bound by
          any  tax  sharing  agreement.

     4.12 NO MATERIAL ADVERSE CHANGE. Since the date of the Balance Sheet, there
          has  not been any material adverse change in the business, operations,
          properties,  prospects,  assets, or condition of any Acquired Company,
          and  no  event  has occurred or circumstance exists that may result in
          such  a  material  adverse  change.

     4.13 EMPLOYEE  BENEFITS.

          (a)  Part 4.13 of the Disclosure Letter sets forth a true and complete
               list of all written and oral pension, profit sharing, retirement,
               deferred  compensation,  stock  purchase, stock option, incentive
               compensation, bonus, vacation, severance, sickness or disability,
               hospitalization,  individual  and  group  health  and  accident
               insurance, individual and group life insurance and other material
               employee  benefit  plans,  programs,  commitments  or  funding
               arrangements  maintained  by the Acquired Companies, to which any
               Acquired  Company is a party, or under which any Acquired Company
               has any obligations, present or future (other than obligations to
               pay  current  wages,  salaries or sales commissions terminable on
               notice  of  thirty  (30)  days  or  less) in respect of, or which
               otherwise  cover  or  benefit,  any  of  the  current  or  former
               officers,  employees  or  sales  representatives  (whether or not
               employees)  of  any  Acquired  Company,  or  their  beneficiaries
               (hereinafter  individually referred to as "Employee Benefit Plan"
                                                          ---------------------
               and  collectively  referred  to  as  "Employee  Benefit  Plans").
                                                     ------------------------
               Principal  Vendors  have delivered or made available to Purchaser
               true  and complete copies of all documents, as they may have been
               amended  to  the date hereof, embodying the terms of the Employee
               Benefit  Plans.


          (b)  Except  as  set forth in Part 4.13 of the Disclosure Letter, each
               Employee  Benefit  Plan  described  therein  is in full force and
               effect  in  accordance  with  its  terms and is being maintained,
               administered  and operated in all material respects in accordance


                                       48
<PAGE>
               with  its  terms.  There  are  to  the knowledge of the Principal
               Vendors  no material actions, suits or claims pending (other than
               routine claims for benefits), or threatened, against any Employee
               Benefit Plan, against any Acquired Company, or any administrator,
               fiduciary,  accountant,  actuary,  attorney  or other third-party
               service  provider  (collectively,  the  "Service Providers") with
               respect  to  an  Employee  Benefit  Plan. To the knowledge of the
               Principal  Vendors  the  Acquired Companies and Service Providers
               have  performed all material obligations required to be performed
               by  them with respect to, and they are not in default under or in
               violation of, any Employee Benefit Plan, in any material respect,
               and  the  Acquired  Companies  and  the  Service Providers are in
               compliance  in  all material respects with all Legal Requirements
               applicable  to  the  Employee  Benefit  Plans.

          (c)  Except  as  set  forth  in Part 4.13 of the Disclosure Letter, no
               Acquired  Company is a party to any agreement to provide nor does
               it  have  an  obligation  to  provide  any  individual,  or  such
               individual's  spouse or dependent, with any benefit following his
               or  her  retirement  or termination of employment, nor his or her
               spouse, any dependent or any beneficiary subsequent to his or her
               death,  with retirement, medical or life insurance or any benefit
               under  any employee pension benefit plan and any employee welfare
               benefit  plan.

          (d)  No  Employee  Benefit Plan, Service Provider, or Acquired Company
               has  any  liability to any plan participant, beneficiary or other
               Person  under any Legal Requirement attributable to the breach of
               any  obligation  with  respect  to  any Employee Benefit Plan. No
               Acquired  Company is delinquent or in arrears with respect to any
               contributions  due  under any Employee Benefit Plan. The Acquired
               Companies  have  satisfied all contribution obligations that have
               accrued  prior  to  the  Completion  Date.

     4.14 COMPLIANCE  WITH  LEGAL  REQUIREMENTS;
          GOVERNMENTAL  AUTHORISATIONS

          (a)  To  the knowledge of the Principal Vendors except as set forth in
               Part  4.14  of  the  Disclosure  Letter:

               (i)  each  Acquired  Company  is, and at all times since April 1,
                    1999  has  been,  in  full  compliance  with  each  Legal
                    Requirement  that  is  or  was  applicable  to  it or to the
                    conduct or operation of its business or the ownership or use
                    of  any  of  its  assets;

               (ii) no  event  has occurred or circumstance exists that (with or
                    without  notice  or  lapse  of  time)  (A) may constitute or
                    result  in  a  violation  by  any  Acquired Company of, or a
                    failure  on the part of any Acquired Company to comply with,
                    any  Legal  Requirement,  or  (B)  may  give  rise  to  any
                    obligation on the part of any Acquired Company to undertake,
                    or  to  bear all or any portion of the cost of, any remedial
                    action  of  any  nature;  and


                                       49
<PAGE>
               (iii)  no  Acquired Company has received, at any time since April
                    1,  1999, any notice or other communication (whether oral or
                    written)  from  any  Governmental  Body  or any other Person
                    regard-ing  (A)  any actual, alleged, possible, or potential
                    violation  of,  or  failure  to  comply  with,  any  Legal
                    Requirement,  or  (B)  any  actual,  alleged,  possible,  or
                    potential  obligation on the part of any Acquired Company to
                    undertake, or to bear all or any portion of the cost of, any
                    remedial  action  of  any  nature.

          (b)  Part  4.14  of  the  Disclosure  Letter  contains  a complete and
               accurate  list of each Governmental Authorisation that is held by
               any  Acquired  Company  or that otherwise relates to the business
               of,  or  to  any  of  the  assets  owned or used by, any Acquired
               Company. Each Governmental Authorisation listed or required to be
               listed in Part 4.14 of the Disclosure Letter is valid and in full
               force  and  effect.  Except  as  set  forth  in  Part 4.14 of the
               Disclosure  Letter:

               (i)  each  Acquired  Company  is, and at all times since April 1,
                    1999  has been, in full compliance with all of the terms and
                    requirements  of  each Governmental Authorisation identified
                    or  required to be identified in Part 4.14 of the Disclosure
                    Letter;

               (ii) no  event has occurred or circumstance exists that may (with
                    or without notice or lapse of time) (A) constitute or result
                    directly  or  indirectly  in  a violation of or a failure to
                    comply  with  any  term  or  requirement of any Governmental
                    Authorisation  listed  or required to be listed in Part 4.14
                    of  the  Disclosure  Letter,  or  (B)  result  directly  or
                    indirectly  in  the  revocation,  withdrawal,  suspension,
                    cancellation, or termination of, or any modification to, any
                    Governmental  Authorisation  listed or required to be listed
                    in  Part  4.14  of  the  Disclosure  Letter;

               (iii) no  Acquired  Company has received, at any time since April
                    1,  1999, any notice or other communication (whether oral or
                    written)  from  any  Governmental  Body  or any other Person
                    regarding  (A)  any  actual, alleged, possible, or potential
                    violation  of  or  failure  to  comply  with  any  term  or
                    requirement  of  any  Governmental Authorisation, or (B) any
                    actual,  proposed,  possible,  or  potential  revocation,
                    withdrawal,  suspension,  cancellation,  termi-nation of, or
                    modification  to  any  Governmental  Authorisation;  and

               (iv) all applications required to have been filed for the renewal
                    of  the Governmental Authorisations listed or required to be
                    listed  in Part 4.14 of the Disclosure Letter have been duly
                    filed  on  a  timely basis with the appropriate Governmental
                    Bodies,  and  all  other  filings required to have been made
                    with  respect  to such Governmental Authorisations have been
                    duly  made  on  a  timely  basis  with  the  appropriate
                    Governmental  Bodies.


                                       50
<PAGE>
          (c)  The  Governmental  Authorizsations  listed  in  Part  4.14 of the
               Disclosure Letter collectively constitute all of the Governmental
               Authorisations  necessary  to  permit  the  Acquired Companies to
               lawfully  conduct and operate their businesses in the manner they
               currently  conduct  and operate such businesses and to permit the
               Acquired  Companies  to own and use their assets in the manner in
               which  they  currently  own  and  use  such  assets.

     4.15 LEGAL  PROCEEDINGS;  ORDERS

          (a)  Except  as set forth in Part 4.15 of the Disclosure Letter, there
               is  to  the  knowledge  of  the  Principal  Vendors  no  pending
               Proceeding  and  has not been any Proceeding since April 1, 1999:

               (i)  that  has  been commenced by or against any Acquired Company
                    or  that otherwise relates to or may affect the business of,
                    or any of the assets owned or used by, any Acquired Company;
                    or

               (ii) that  challenges, or that may have the effect of preventing,
                    delaying, making illegal, or otherwise interfering with, any
                    of  the  Contemplated  Transactions.  To  the  Knowledge  of
                    Principal  Vendors,  (1)  no  such  Proceeding  has  been
                    Threatened,  and  (2)  no event has occurred or circumstance
                    exists  that  may  give  rise to or serve as a basis for the
                    commencement  of any such Proceeding. Principal Vendors have
                    delivered  to  Purchaser  copies  of  all  pleadings,
                    correspondence,  and  other  documents  relating  to  each
                    Proceeding listed in Part 4.15 of the Disclosure Letter. The
                    Proceedings  listed  in  Part  4.15 of the Disclosure Letter
                    will  not  have  a  material adverse effect on the business,
                    operations,  assets, condition, or prospects of any Acquired
                    Company.


          (b)  Except  as  set  forth  in  Part  4.15  of the Disclosure Letter:

               (i)  there is no Order to which any of the Acquired Companies, or
                    any  of the assets owned or used by any Acquired Company, is
                    subject;

               (ii) no  Vendor  is  subject  to  any  Order  that relates to the
                    business  of,  or  any  of  the assets owned or used by, any
                    Acquired  Company;  and

               (iii) to  the  Knowledge  of  Principal  Vendors,  no  officer,
                    director,  agent,  or  employee  of  any Acquired Company is
                    subject  to any Order that prohibits such officer, director,
                    agent,  or  employee  from  engaging  in  or  continuing any


                                       51
<PAGE>
                    conduct,  activity, or practice relating to the business of
                    any  Acquired  Company.

          (c)  Except  as  set  forth  in  Part  4.15  of the Disclosure Letter:

               (i)  each  Acquired  Company  is, and at all times since April 1,
                    1999  has been, in full compliance with all of the terms and
                    requirements  of  each  Order  to  which  it, or any of the
                    assets  owned  or  used  by  it,  is  or  has  been subject;

               (ii) no  event  has  occurred  or  circumstance  exists  that may
                    constitute  or result in (with or without notice or lapse of
                    time)  a  violation of or failure to comply with any term or
                    requirement  of  any Order to which any Acquired Company, or
                    any  of the assets owned or used by any Acquired Company, is
                    subject;  and

               (iii)  no  Acquired Company has received, at any time since April
                    1,  1999, any notice or other communication (whether oral or
                    written)  from  any  Governmental  Body  or any other Person
                    regarding  any  actual,  alleged,  possible,  or  potential
                    violation  of,  or  failure  to  comply  with,  any  term or
                    requirement  of  any Order to which any Acquired Company, or
                    any  of the assets owned or used by any Acquired Company, is
                    or  has  been  subject.

     4.16 ABSENCE  OF  CERTAIN  CHANGES  AND  EVENTS

     Except  as  set forth in Part 4.16 of the Disclosure Letter, since the date
     of  the  Balance  Sheet,  the  Acquired  Companies  have  conducted  their
     businesses  only  in the Ordinary Course of Business and there has not been
     any:

          (a)  change  in  any  Acquired  Company's  authorised  or issued share
               capital; grant of any share option or right to purchase shares of
               any  Acquired  Company; issuance of any security convertible into
               such  share  capital;  grant of any registration rights of any of
               the  Acquired  Companies  securities;  purchase,  redemption,
               retirement,  or  other  acquisition  by  any  Acquired Company or
               declaration  or  payment of any dividend or other distribution or
               payment  in  respect  of  any  of  its  shares;

          (b)  amendment  to  the  Organisational  Documents  of  any  Acquired
               Company;

          (c)  payment  or  increase  by  any  Acquired  Company of any bonuses,
               salaries,  or  other  compensation  to any shareholder, director,
               officer,  or (except in the Ordinary Course of Business) employee
               or entry into any employment, severance, or similar Contract with
               any  director,  officer,  or  employee;

          (d)  adoption  of,  or  increase in the payments to or benefits under,
               any  profit  sharing,  bonus,  deferred  compensation,  savings,
               insurance,  pension,  retirement,  or other employee benefit plan
               for  or  with  any  employees  of  any  Acquired  Company;


                                       52
<PAGE>
          (e)  damage  to or destruction or loss of any asset or property of any
               Acquired Company, whether or not covered by insurance, materially
               and  adversely  affecting  the  properties,  assets,  business,
               financial  condition,  or  prospects  of  any  Acquired  Company;

          (f)  entry  into,  termination of, or receipt of notice of termination
               of  (i)  any  license,  distributorship,  dealer,  sales
               representative,  joint  venture, credit, or similar agreement, or
               (ii)  any  Contract  or  transaction  involving a total remaining
               commitment  by  or  to any Acquired Company of at least 25,000 IR
               pounds;

          (g)  sale  (other  than  sales  of inventory in the Ordinary Course of
               Business),  lease,  or other disposition of any asset or property
               of any Acquired Company or mortgage, pledge, or imposition of any
               Encumbrance  on  any  material  asset or property of any Acquired
               Company,  including  the sale, lease, or other disposition of any
               of  the  Intellectual  Property  Assets;

          (h)  cancellation  or  waiver  of any claims or rights with a value to
               any  Acquired  Company  in  excess  of  ,  individually or in the
               aggregate,  25,000  IR  pounds;

          (i)  material  change  in  the accounting methods used by any Acquired
               Company;  or

          (j)  agreement, whether oral or written, by any Acquired Company to do
               any  of  the  foregoing.

     4.17     CONTRACTS;  NO  DEFAULTS.

          (a)  Part  4.17(a)  of  the  Disclosure Letter contains a complete and
               accurate  list, and Principal Vendors have delivered to Purchaser
               true  and  complete  copies  (if  in  writing)  of:

               (i)  (A)  subject  to  (i)  (B)  below,  each Applicable Contract
                         that  involves  payment  by  the  one  or more Acquired
                         Companies  to  any third party of an amount or value in
                         excess  of  25,000  IR  pounds during the calendar year
                         ended  December 31, 2000 or that is reasonably expected
                         to  involve  payment  by  the  one  or  more  Acquired
                         Companies  to  any  third  party of more than IR 25,000
                         Pounds  during  the  calendar  year ending December 31,
                         2001;

                    (B)  each Employment Contract entered into by one or more of
                         the  Acquired  Companies  that involves payment of more
                         than  US$75,000  to any person in any one calendar year


                                       53
<PAGE>
               (ii) each  Applicable  Contract  that  involves payment to one or
                    more  Acquired  Companies by any third party of an amount or
                    value in excess of 25,000 IR pounds during the calendar year
                    ended  December  31,  2000 or that is reasonably expected to
                    involve  payment  to  one  or more Acquired Companies by any
                    third  party  of  more  than  25,000  IR  pounds  during the
                    calendar  year  ending  December  31,  2001;

               (iii)  each  lease,  rental  or  occupancy  agreement,  license,
                    instalment  and  conditional  sale  agreement,  and  other
                    contract  affecting  the ownership of, leasing of, title to,
                    or  any leasehold or other interest in, any real or personal
                    property;

               (iv) each  licensing  agreement or other contract with respect to
                    any  of  the  Intellectual  Property  Assets,  including
                    agreements with current or former employees, consultants, or
                    contractors  regarding  the  appropriation  or  the
                    non-disclosure  of  intellectual  property  rights;

               (v)  each  collective  bargaining  agreement and other Applicable
                    Contract  to  or  with  any  labor  union  or other employee
                    representative  of  a  group  of  employees;

               (vi) each  joint  venture,  partnership,  and  other  Applicable
                    Contract  (however  named)  involving  a sharing of profits,
                    losses,  costs, or liabilities by any Acquired Company, with
                    any  other  Person;

               (vii)  each  Applicable Contract containing covenants that in any
                    way  purport  to  restrict  the  business  activity  of  any
                    Acquired  Company or any Affiliate of an Acquired Company or
                    to  limit  the  freedom  of  any  Acquired  Company  or  any
                    Affiliate  of  an  Acquired Company to engage in any line of
                    business  or  to  compete  with  any  Person;

               (viii)  each  Applicable Contract providing for payments to or by
                    any Person based on sales, purchases, or profits, other than
                    direct  payments  for  goods;

               (ix) each  power  of  attorney  that  is  currently effective and
                    outstanding;

               (x)  each  Applicable  Contract  for  capital expenditures for an
                    amount  in  excess  of  75,000  IR  pounds;

               (xi) each  written  warranty,  guaranty,  and  or  other  similar
                    undertaking with respect to contractual performance extended


                                       54
<PAGE>
                    by any Acquired Company other than in the Ordinary Course of
                    Business  for  an  amount  in  excess  of  25,000 IR pounds;

               (xii)  each non-competition agreement, non-solicitation agreement
                    and  confidentiality  agreement  that runs to the benefit of
                    any  of  the  Acquired  Companies  or Principal Vendors with
                    regard  to  the  business  of  the  Acquired  Companies;

               (xiii)  each  broker,  distributor,  dealer,  manufacturer's
                    representative,  franchise,  agency, sales promotion, market
                    research,  marketing  consulting  and advertising agreement;

               (xiv)  each  Applicable  Contract relating to indebtedness for an
                    amount  in  excess  of  50,000  IR  pounds;

               (xv) each  Applicable  Contract  with any Governmental Authority;

               (xvi)  each  Applicable  Contract  between  or among any Acquired
                    Company  and  any  Affiliate  of  any  Acquired Company; and

               (xvii)  each contract, whether or not made in the ordinary course
                    of  the  Business,  which  is material to the Company or the
                    conduct  of the Business, or the absence of which would have
                    a  material  adverse  effect.

          (b)  Except  as  set  forth  in Part 4.17(b) of the Disclosure Letter,
               each  contract  identified  or  required to be identified in Part
               4.17(a)  of  the  Disclosure  Letter is in full force and effect.

          (c)  To the Knowledge of the Principal Vendors, except as set forth in
               Part  4.17(c)  of the Disclosure Letter, no event has occurred or
               circumstance  exists  that  (with  or  without notice or lapse of
               time)  may contravene, conflict with, or result in a violation or
               breach of, or give any Acquired Company or other Person the right
               to  declare  a  default  or  exercise  any  remedy  under,  or to
               accelerate  the  maturity  or  performance  of,  or  to  cancel,
               terminate,  or  modify any contract identified in Part 4.17(a) of
               the  Disclosure  Letter.

          (d)  Except  as set forth in Part 4.17(d) of the Disclosure Letter, no
               customer  of  any  Acquired Company is entitled to or customarily
               receives  discounts,  allowances,  volume  rebates  or  similar
               reductions  in  price  or  trade terms other than in the Ordinary
               Course  of  Business.


     4.18 INSURANCE.

          (a)  Part 4.18 of the Disclosure Letter lists all material policies or
               binders  of  fire,  liability  (including  product  liability),
               worker's  compensation,  vehicular,  casualty,  title  or  other


                                       55
<PAGE>
               insurance  held  by  or  on  behalf  of  any  Acquired  Company
               (specifying  the  insurer,  the  policy  number  or covering note
               number with respect to binders, the amount of coverage thereunder
               and  describing  each pending claim thereunder other than routine
               claims for coverage under a group medical plan insurance policy).

          (b)  All  policies described in Part 4.18 of the Disclosure Letter are
               sufficient  for compliance with all Legal Requirements and of all
               applicable agreements to which any Acquired Company is a party or
               by  which  any  Acquired  Company  is  bound,  (ii)  are  valid,
               outstanding  and enforceable policies, and (iii) except as listed
               on  Part  4.18 of the Disclosure Letter, will not be affected by,
               terminate,  or  lapse by reason of, the transactions contemplated
               by this Agreement. No Acquired Company is in default with respect
               to  any  provision contained in any policy described in Part 4.18
               of  the  Disclosure  Letter  or  has  failed to give any material
               notice  or  present any material claim under any such policy in a
               due  and timely fashion. Except for claims set forth in Part 4.18
               of the Disclosure Letter and routine medical claims, there are no
               outstanding  unpaid  claims  under  any  such  policy.

          (c)  No  Acquired  Company  has  received  a notice of cancellation or
               non-renewal  of  any  such  policy  or  binder  and,  there is no
               material  inaccuracy  in  any  application for any such policy or
               binder,  failure  to pay premiums when due or other similar state
               of  facts  which would form the basis for termination of any such
               insurance.  Part  4.18  of the Disclosure Letter contains a brief
               description  of  the  Acquired  Companies' general liability loss
               history  under  the  policies  of  insurance  therein  listed.

     4.19 ENVIRONMENTAL  MATTERS.

          Except  as  set  forth  in  Part  4.19  of  the  Disclosure  Letter:

          (a)  There have not to the knowledge of the Principal Vendors been any
               activities,  events  or  conditions  in, on or under the Acquired
               Company  Real  Property or any other real property which has been
               owned,  leased,  occupied  or  under  the control of any Acquired
               Company  (for  purposes  of  this Section 4.19, collectively, the
               "Real  Property")  at  any  time  such  Real  Property was owned,
               leased,  occupied  or controlled by the Acquired Companies or, to
               Vendors  Knowledge,  at  any  time  prior  thereto, involving the
               presence,  handling,  use,  generation,  treatment,  storage,  or
               disposal  of  any Hazardous Substances in violation of applicable
               Environmental  Laws.

          (b)  There have not to the knowledge of the Principal Vendors been any
               Releases  of  any  Hazardous Substances at, to or from any of the
               Real  Property (including without limitation any such Releases at
               any  other  property of any Hazardous Substances generated by any
               Acquired  Company  at  any  time since the Real Property has been
               owned, leased, occupied or controlled by any Acquired Company) or


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<PAGE>
               at  any  time  prior  thereto  that  (i)  is  or  was in material
               violation of applicable Environmental Law to the extent that such
               Environmental  Laws  provide  applicable  standards  defining
               acceptable  levels of Hazardous Substances; (ii) could reasonably
               be expected to result in the imposition of a claim being attached
               to any Real Property that could have a material adverse effect on
               the  Company.

          (c)  (i)  Each  Acquired  Company  has been at all times and is now in
               material compliance with all, and has not received notice that it
               is  otherwise  subject  to  any  unsatisfied liability under any,
               Environmental  Laws;  (ii)  there  is  no  pending or, to Vendors
               Knowledge,  threatened  litigation,  investigation or enforcement
               action, administrative order or notice of violation brought under
               any  Environmental  Law concerning any of the Acquired Companies'
               operations  or  the Real Property; and (iii) none of the Acquired
               Companies  has  received any unsatisfied request for information,
               notice  of claim, demand or other notification or allegation that
               it  is  or  may  be potentially responsible for any threatened or
               actual  Release  of  Hazardous  Substances.

          (d)  Part  4.19  of  the Disclosure Letter contains a complete list of
               all  environmental  audits or reports regarding the Real Property
               performed by or on behalf of any Acquired Company during the past
               five  years,  and  Principal Vendors have made copies of all such
               audits  or  reports  available  to  Purchaser.

     4.20 EMPLOYEES.

          (a)  Part  4.20  of  the  Disclosure  Letter  contains  a complete and
               accurate  list  of the following information for each employee or
               director  of  the  Acquired Companies, including each employee on
               leave  of  absence  or  layoff status: employer; name; job title;
               current  compensation  paid  or  payable  and  any  change  in
               compensation since January 1, 2000; vacation accrued; and service
               credited  for  purposes of vesting and eligibility to participate
               under any Acquired Company's pension, retirement, profit-sharing,
               thrift-savings, deferred compensation, stock bonus, stock option,
               cash bonus, employee stock ownership (including investment credit
               or  payroll  stock ownership), severance pay, insurance, medical,
               welfare,  or  vacation  plan, or any other employee benefit plan.

          (b)  To the knowledge of the Principal Vendors no employee or director
               of  any Acquired Company is a party to, or is otherwise bound by,
               any  agreement  or  arrangement,  including  any confidentiality,
               noncompetition,  or  proprietary  rights  agreement, between such
               employee  or  director  and any other Person ("Proprietary Rights


                                       57
<PAGE>
               Agreement")  that in any way adversely affects or will affect (i)
               the  performance  of his duties as an employee or director of the
               Acquired  Companies,  or (ii) the ability of any Acquired Company
               to  conduct  its  business,  including  any  Proprietary  Rights
               Agreement with Principal Vendors or the Acquired Companies by any
               such  employee  or  director. To Principal Vendors' Knowledge, no
               director,  officer, or other key employee of any Acquired Company
               intends  to terminate his employ-ment with such Acquired Company.

          (c)  Part  4.20  of the Disclosure Letter also contains a complete and
               accurate  list  of  the  following  information  for each retired
               employee  or  director  of  the  Acquired  Companies,  or  their
               dependants,  receiving  benefits or scheduled to receive benefits
               in  the  future:  name, pension benefit, pension option election,
               retiree  medical  insurance  coverage,  retiree  life  insurance
               coverage,  and  other  benefits.

     4.21 LABOR  RELATIONS; COMPLIANCE. Since April 1, 1999, no Acquired Company
          has  been  or  is  a party to any collective bargaining or other labor
          Contract.  Since  April  1,  1999,  there  has  not been, there is not
          presently  pending  or  existing,  and to Principal Vendors' Knowledge
          there  is  not  Threatened,  (a) any strike, slowdown, picketing, work
          stoppage, or employee grievance process, (b) any Proceeding against or
          affecting  any  Acquired  Company relating to the alleged violation of
          any  Legal  Requirement  per-taining  to labor relations or employment
          matters,  including  any  charge  or complaint filed by an employee or
          union  with  any  Governmental Body, organisational activity, or other
          labor  or  employment dispute against or affecting any of the Acquired
          Companies  or their premises, or (c) any application for certification
          of  a  collective bargaining agent. To Principal Vendors' Knowledge no
          event has occurred or circumstance exists that could provide the basis
          for  any work stoppage or other labor dispute. There is no lock-out of
          any  employees  by  any  Acquired  Company,  and  no  such  action  is
          contemplated  by  any  Acquired  Company.  Each  Acquired  Company has
          complied  in  all  respects  with  all  Legal Requirements relating to
          employment,  equal  employment  opportunity,  nondiscrimination,
          immi-gration,  wages,  hours,  benefits,  collective  bargaining,  the
          payment  of social security and similar taxes, occupational safety and
          health,  and  plant  closing.  No  Acquired  Company is liable for the
          payment  of  any  compensation,  damages,  taxes, fines, penalties, or
          other  amounts,  however designated, for failure to comply with any of
          the  foregoing  Legal  Requirements.


     4.22 INTELLECTUAL  PROPERTY.

          (a)  Intellectual  Property  Assets.  The  term "Intellectual Property
               ------------------------------
               Assets"  includes:

               (i)  the  names  of each of the Acquired Companies, all fictional
                    business  names,  trading names, registered and unregistered
                    trademarks,  service  marks, and applications (collectively,
                    "Marks")  of  the  Acquired  Companies  or  owned,  used  or
                    licenced  by  any  Acquired Company as licencee or licensor;

               (ii) all  patents,  patent  applications,  and  inventions  and
                    dis-coveries  that  may  be  patentable  (collectively,
                    "Patents")  of  the  Acquired


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<PAGE>
                    Companies or owned, used or licenced by any Acquired Company
                    as  licencee  or  licensor;

               (iii)  all  copyrights  in  both  published works and unpublished
                    works (collectively, "Copyrights") of the Acquired Companies
                    or  owned,  used  or  licenced  by  any  Acquired Company as
                    licencee  or  licensor;  and

               (iv) all  know-how,  trade  secrets,  confidential  information,
                    customer  lists,  software,  technical  information,  data,
                    process  tech-nology,  plans,  drawings,  and  blue  prints
                    (collectively,  "Trade  Secrets") of the Acquired Company or
                    owned, used, or licensed by any Acquired Company as licensee
                    or  licensor.

          (b)  Agreements.  Part  4.22(b)  of  the  Disclosure Letter contains a
               ----------
               complete and accurate list and summary description, including any
               royalties  paid  or  received  by  the Acquired Companies, of all
               Contracts  relating  to the Intellectual Property Assets to which
               any  Acquired Company is a party or by which any Acquired Company
               is bound, except for any license implied by the sale of a product
               and  perpetual,  paid-up licenses for commonly available software
               programs with a value of less than 1,000 IR pounds under which an
               Acquired  Company  is the licensee. There are no outstanding and,
               to  Principal  Vendors'  Knowledge,  no  Threatened  disputes  or
               disagreements  with  respect  to  any  such  agreement.

          (c)  Know-How  Necessary  for  the  Business.
               ---------------------------------------

               (i)  The Intellectual Property Assets are to the knowledge of the
                    Principal  Vendors  all those necessary for the operation of
                    the  Acquired  Companies'  businesses  as they are currently
                    conducted.  One  or  more  of  the Acquired Companies is the
                    owner  of  all  right, title, and interest in and to each of
                    the  Intellectual  Property  Assets,  free  and clear of all
                    liens,  security interests, charges, encumbrances, equities,
                    and  other  adverse  claims, and has to the knowledge of the
                    Principal  Vendors  the  right  to  use without payment to a
                    third  party  all  of  the  Intellectual  Property  Assets.

               (ii) Except  as  set  forth  in  Part  4.22(c)  of the Disclosure
                    Letter,  all  former  and current employees of each Acquired
                    Company  have executed written Contracts with one or more of
                    the  Acquired  Companies  that  assign to one or more of the
                    Acquired  Companies  all  rights  to  any  inventions,
                    improvements,  discoveries,  or informa-tion relating to the
                    business  of  any  Acquired  Company.  To Principal Vendors'
                    Knowledge,  no  employee of any Acquired Company has entered
                    into  any  Contract  that restricts or limits in any way the
                    scope  or  type of work in which the employee may be engaged
                    or  requires  the  employee to transfer, assign, or disclose


                                       59
<PAGE>
                    information  concerning his work to anyone other than one or
                    more  of  the  Acquired  Companies.

          (d)  Patents.
               -------

               (i)  Part  4.22(d)  of  the Disclosure Letter contains a complete
                    and  accurate  list  and summary description of all Patents.
                    One  or  more  of the Acquired Companies is the owner of all
                    right,  title,  and  interest in and to each of the Patents,
                    free  and  clear  of all liens, security interests, charges,
                    encumbrances,  entities,  and  other  adverse  claims.

               (ii) All  of  the issued Patents are currently in compliance with
                    formal  legal  requirements  (including  payment  of filing,
                    examination,  and  maintenance fees and proofs of working or
                    use),  are valid and enforceable, and are not subject to any
                    maintenance  fees  or  taxes  or  actions falling due within
                    ninety  days  after  the  Completion  Date.

               (iii) No Patent has been or is now involved in any interfer-ence,
                    reissue,  reexamination,  or  opposition  proceeding.  To
                    Principal  Vendors'  Knowledge,  there  is  no  potentially
                    interfering patent or patent application of any third party.

               (iv) No  Patent is, to Principal Vendors' Knowledge, infringed or
                    has  been  challenged  or  threatened in any way. To Vendors
                    Knowledge  none  of  the products manufactured and sold, nor
                    any  process  or  know-how  used,  by  any  Acquired Company
                    infringes  or  is  alleged  to  infringe any patent or other
                    proprietary  right  of  any  other  Person.

               (v)  All products made, used, or sold under the Patents have been
                    marked  with  the  proper  patent  notice.

          (e)  Trademarks.
               ----------

               (i)  Part  4.22(e)  of  Disclosure Letter contains a complete and
                    accurate  list  and summary description of all Marks. One or
                    more  of  the  Acquired Companies is the owner of all right,
                    title,  and  interest  in and to each of the Marks, free and
                    clear  of  all  liens,  security  inter-ests,  charges,
                    encumbrances,  equities,  and  other  adverse  claims.

               (ii) All  Marks  that  have been registered with any Governmental
                    Body  are  currently  in  compliance  with  all formal legal
                    requirements  (including the timely post-registration filing
                    of  affidavits  of  use  and  incontestability  and  renewal
                    applications),  are  valid  and  enforceable,  and  are  not


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<PAGE>
                    subject  to any maintenance fees or taxes or actions falling
                    due  within  ninety  days  after  the  Completion  Date.

               (iii)  No  Mark  has  been  or is now involved in any opposition,
                    invalidation,  or  cancellation  and,  to Principal Vendors'
                    Knowledge,  no such action is Threatened with the respect to
                    any  of  the  Marks.

               (iv) To  Principal  Vendors'  Knowledge,  there is no potentially
                    interfer-ing trademark or trademark application of any third
                    party.

               (v)  No  Mark  is,  to Principal Vendors' Knowledge, infringed or
                    has  been  challenged  or  threatened in any way. To Vendors
                    Knowledge  none  of  the  Marks used by any Acquired Company
                    infringes  or  is  alleged  to  infringe  any  trade  name,
                    trademark,  or  service  mark  of  any  third  party.

               (vi) All products and materials containing a Mark bear the proper
                    registration  notice  where  permitted  by  law.

          (f)  Copyrights.
               ----------

               (i)  Part  4.22(f)  of  the Disclosure Letter contains a complete
                    and accurate list and summary description of all Copyrights.
                    One  or  more  of the Acquired Companies is the owner of all
                    right, title, and interest in and to each of the Copyrights,
                    free  and  clear  of all liens, security interests, charges,
                    encumbrances,  equities,  and  other  adverse  claims.

               (ii) All the Copyrights have been registered and are currently in
                    compliance  with  formal  legal  requirements, are valid and
                    enforceable.

               (iii) No Copyright is, to Principal Vendors' Knowledge, infringed
                    or  has been challenged or threatened in any way. To Vendors
                    Knowledge  none  of  the  subject  matter  of  any  of  the
                    Copyrights infringes or is alleged to infringe any copyright
                    of any third party or is a derivative work based on the work
                    of  a  third  party.

               (iv) All  works  encompassed  by  the Copyrights have been marked
                    with  the  proper  copyright  notice.

          (g)  Trade  Secrets.
               --------------

               (i)  With  respect  to  each  Trade  Secret,  the  documentation
                    relating  to  such  Trade  Secret  is current, accurate, and
                    sufficient  in detail and content to identify and explain it


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<PAGE>
                    and to allow its full and proper use without reliance on the
                    knowledge  or  memory  of  any  individual.

               (ii) Principal  Vendors and the Acquired Companies have taken all
                    rea-sonable  precautions  to  protect  the  secrecy,
                    confidentiality,  and  value  of  their  Trade  Secrets.

               (iii) One or more of the Acquired Companies has good title and an
                    absolute  (but  not  necessarily exclusive) right to use the
                    Trade  Secrets.  The  Trade  Secrets  are  not  to  Vendors
                    Knowledge  part of the public knowl-edge or literature, and,
                    to  Principal  Vendors'  Knowledge,  have  not  been  used,
                    divulged,  or  appropriated  either  for  the benefit of any
                    Person (other than one or more of the Acquired Companies) or
                    to  the  detriment  of  the  Acquired  Companies. To Vendors
                    Knowledge no Trade Secret is subject to any adverse claim or
                    has  been  challenged  or  threatened  in  any  way.

     4.23 CERTAIN  PAYMENTS. To Principal Vendors' Knowledge no Acquired Company
          or director, offi-cer, agent, or employee of any Acquired Company, any
          other  Person  associated  with  or  acting  for  or  on behalf of any
          Acquired  Company,  has  directly  or  indirectly  (a)  made  any
          contribution,  gift,  bribe,  rebate,  payoff,  influence  payment,
          kick-back,  or  other  payment  to  any  Person,  private  or  public,
          regardless  of  form,  whether  in money, property, or services (i) to
          obtain  favorable  treatment  in  securing  business,  (ii) to pay for
          favorable  treatment  for  business  secured,  (iii) to obtain special
          concessions  or  for  special con-cessions already obtained, for or in
          respect  of  any  Acquired  Company  or  any  Affiliate of an Acquired
          Company,  or  (iv)  in  violation  of  any  Legal  Requirement,  (b)
          established or maintained any fund or asset that has not been recorded
          in  the  books  and  records  of  the  Acquired  Companies.

     4.24 RELATIONSHIPS WITH RELATED PERSONS. No Vendor or any Related Person of
          Principal Vendors or of any Acquired Com-pany has, or since January 1,
          1999 has had, any interest in any property (whether real, personal, or
          mixed  and  whether  tangible or intangible), used in or pertaining to
          the Acquired Companies' businesses. No Vendor or any Related Person of
          Principal  Vendors  or of any Acquired Company is, or since January 1,
          1999 has owned (of record or as a beneficial owner) an equity interest
          or  any  other  financial or profit interest in, a Person that has (i)
          had  business  dealings  or  a  material  financial  interest  in  any
          transaction  with any Acquired Company other than business dealings or
          transactions  conducted  in  the  Ordinary Course of Business with the
          Acquired  Companies  at  substantially prevailing market prices and on
          substantially  prevailing market terms, or (ii) engaged in competition
          with  any Acquired Company with respect to any line of the products or
          services  of  such  Acquired  Company  (a "Competing Business") in any
          market  presently served by such Acquired Company except for less than
          one percent of the outstanding capital stock of any Competing Business
          that  is  publicly  traded  on  any  recognised  exchange  or  in  the
          over-the-counter  market.  Except  as  set  forth  in Part 4.25 of the
          Disclosure  Letter,  no  Vendor  or  to  Vendors Knowledge any Related


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          Person  of  Principal Vendors or of any Acquired Company is a party to
          any  Contract,  other  than  employment  contracts  with  the Acquired
          Companies  with,  or  has  any  claim  or  right against, any Acquired
          Company.

     4.25 BROKERS  OR  FINDERS. Principal Vendors and their agents have incurred
          no  obligation or liability, contingent or otherwise, for brokerage or
          finders'  fees  or  agents'  commissions  or  other similar payment in
          connection with this Agreement other than any fees payable to Downer &
          Company, LLC, which shall be the sole obligation of Principal Vendors.

     4.26 From  time  to  time  following the date hereof, Principal Vendors and
          Purchaser  shall,  and  shall  cause  their  respective Affiliates to,
          execute,  acknowledge  and  deliver  all  such  further  conveyances,
          notices,  assumptions,  releases  and  acquittances  and  such  other
          instruments,  and shall take such further actions, as may be necessary
          or  appropriate  to  assure  fully  to  Purchaser  and  its respective
          successors  or  assigns,  all  of  the  properties,  rights,  titles,
          interests,  estates,  remedies,  powers  and privileges intended to be
          conveyed  to  Purchaser  under  this  Agreement  and  the  Ancillary
          Agreements  and  to  assure  fully  to  Principal  Vendors  and  their
          successors  and  assigns,  the  assumption  of  the  liabilities  and
          obligations  intended  to be assumed by Purchaser under this Agreement
          and  the  Ancillary  Agreements,  and  to otherwise make effective the
          transactions  contemplated  hereby  and  thereby.




SIGNED  by  each  of
LUKE  CROSBIE  AND
JOHN  BOLGER
on  behalf  of
HIBERNIA  GP  LIMITED,
GENERAL  PARTNER  OF
HIBERNIA  DEVELOPMENT  CAPITAL  PARTNERS  I,  ILP
in  the  presence  of:


                                               ---------------------------------
                                               Signature


                                               ---------------------------------
                                               Signature




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SIGNED  by  each  of
LUKE  CROSBIE  AND
JOHN  BOLGER
on  behalf  of
HIBERNIA  GP  LIMITED,
GENERAL  PARTNER  OF
HIBERNIA  DEVELOPMENT  CAPITAL  PARTNERS  II,  ILP
in  the  presence  of:


                                               ---------------------------------
                                               Signature


                                               ---------------------------------
                                               Signature

SIGNED  by  FERGAL  MULCHRONE  in  the
presence  of:

                                               ---------------------------------
                                               Signature



SIGNED  by  CHRIS  DUGGAN
in  the  presence  of:
     Signature

                                               ---------------------------------
                                               Signature



SIGNED  by  ANDREW  GLEESON
in  the  presence  of:
     Signature

                                               ---------------------------------
                                               Signature



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SIGNED  by  JOSEPH  MALLON  JR.
on  behalf  of
MEASUREMENT  SPECALTIES  INC
in  the  presence  of:


                                               ---------------------------------
                                               Signature


                                               ---------------------------------
                                               Title


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